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1993

Corporations

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Institution
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Articles 1 - 30 of 30

Full-Text Articles in Law

Bankruptcy Policymaking In An Imperfect World, Elizabeth Warren Nov 1993

Bankruptcy Policymaking In An Imperfect World, Elizabeth Warren

Michigan Law Review

This essay is about bankruptcy policy. It attempts to articulate a comprehensive statement about the various and competing goals that underlie the bankruptcy system. The essay offers both a positive observation, drawn from the Code and its operation, and a normative evaluation, designed to outline the difficult value judgments that comprise the bankruptcy system. It also serves warning: before commentators propose any sweeping changes or policymakers take seriously any suggestions to scrap the system, they must consider the impact of such proposals on a number of competing normative goals.


Limitations On Corporate Speech: Protection For Shareholders Or Abridgement Of Expression?, Alan J. Meese Nov 1993

Limitations On Corporate Speech: Protection For Shareholders Or Abridgement Of Expression?, Alan J. Meese

William & Mary Bill of Rights Journal

No abstract provided.


Labor Law Successorship: A Corporate Law Approach, Edward B. Rock, Michael L. Wachter Nov 1993

Labor Law Successorship: A Corporate Law Approach, Edward B. Rock, Michael L. Wachter

Michigan Law Review

In this article, we take an approach fundamentally different from that of the labor law commentators. We start from a broader perspective than is common: successorship is as important an issue for corporate law as it is for labor law. Given that the two principal inputs to the firm are labor and capital, it would be surprising if the laws for labor law successorship were completely different from the laws for corporate law successorship. To the extent that differences exist, those differences should hinge upon differences between the employees' and the creditors' relationships with the firm.


Characterization And Assignment Of Corporate And Shareholder Income, Daniel M. Schneider Nov 1993

Characterization And Assignment Of Corporate And Shareholder Income, Daniel M. Schneider

Northern Illinois University Law Review

A fertile group for the development of differentials arises in dividend distributions made by corporations to their shareholders. Professor Schneider analyzes the way in which differentials in dividend income have been exploited: whose income it is; is it ordinary income or capital gain; and has a dividend been disguised as proceeds from the sale of stock, or a sales proceed as a dividend (the Waterman Steamship problem). He concludes that differentials between various types of statutes--who is the taxpayer, at what rate is the income taxed--inevitably leads to taxpayers trying to meet favorable characterizations and to avoid negative characterizations. The …


In Critique Of A Reductivist Conception And Examination Of "The Just Organization", Charles D. Watts, Jr. Sep 1993

In Critique Of A Reductivist Conception And Examination Of "The Just Organization", Charles D. Watts, Jr.

Washington and Lee Law Review

No abstract provided.


The Just Organization: Creating And Maintaining Justice In Work Environments, Karen L. Newman Sep 1993

The Just Organization: Creating And Maintaining Justice In Work Environments, Karen L. Newman

Washington and Lee Law Review

No abstract provided.


The Complexity And Legitimacy Of Corporate Law, Eric W. Orts Sep 1993

The Complexity And Legitimacy Of Corporate Law, Eric W. Orts

Washington and Lee Law Review

No abstract provided.


Modern Corporate Theory: Public Utility Or Private Part? A Comment On Professor Wolfe's Paper, Charles Yablon Sep 1993

Modern Corporate Theory: Public Utility Or Private Part? A Comment On Professor Wolfe's Paper, Charles Yablon

Washington and Lee Law Review

No abstract provided.


New Directions In Corporate Law Communitarians, Contractarians, And The Crisis In Corporate Law, David K. Millon Sep 1993

New Directions In Corporate Law Communitarians, Contractarians, And The Crisis In Corporate Law, David K. Millon

Washington and Lee Law Review

No abstract provided.


Contracts And Communities In Corporation Law, William T. Allen Sep 1993

Contracts And Communities In Corporation Law, William T. Allen

Washington and Lee Law Review

No abstract provided.


New Approaches To Corporate Law, Lyman P. Q. Johnson Sep 1993

New Approaches To Corporate Law, Lyman P. Q. Johnson

Washington and Lee Law Review

No abstract provided.


The Left-For-Dead Fiction Of Corporate "Presence": Is It Revived By Burnham?, Steven Mathew Wald Sep 1993

The Left-For-Dead Fiction Of Corporate "Presence": Is It Revived By Burnham?, Steven Mathew Wald

Louisiana Law Review

No abstract provided.


Private Codes Of Corporate Conduct: Should The Fox Guard The Henhouse?, Mark B. Baker Jul 1993

Private Codes Of Corporate Conduct: Should The Fox Guard The Henhouse?, Mark B. Baker

University of Miami Inter-American Law Review

No abstract provided.


Patterns In The Bankruptcy Reorganization Of Large Publicly Held Companies , Lynn M. Lopucki, William C. Whitford May 1993

Patterns In The Bankruptcy Reorganization Of Large Publicly Held Companies , Lynn M. Lopucki, William C. Whitford

Cornell Law Review

No abstract provided.


Reforming Fcc Regulation Of Dominant Telephone Carriers: Putting Some Teeth Into The Test For Predation, Thomas K. Gump May 1993

Reforming Fcc Regulation Of Dominant Telephone Carriers: Putting Some Teeth Into The Test For Predation, Thomas K. Gump

University of Michigan Journal of Law Reform

This Note examines the ineffective protections against predatory pricing by AT&T contained in the price cap scheme. Part I outlines price cap regulation and explains how the FCC hopes that a test based on the average variable cost standard will detect predatory pricing. Part II argues that the FCC erred in adopting an average variable cost standard as the test for telecommunications predation because that standard ignores the high fixed costs common to all firms in the industry. Part II demonstrates that AT&T could engage in predatory pricing despite the protections contained in the regulatory scheme. Part II then examines …


Oppressed But Not Betrayed: A Comparative Assessment Of Canadian Remedies For Minority Shareholders And Other Corporate Constituents, Deborah A. Demott Jan 1993

Oppressed But Not Betrayed: A Comparative Assessment Of Canadian Remedies For Minority Shareholders And Other Corporate Constituents, Deborah A. Demott

Law and Contemporary Problems

The distinctive Canadian contribution to the resolution of conflict among shareholders and of conflict between nonshareholder constituents--such as creditors--and persons controlling a corporation, typically its shareholders and directors, is examined with respect to comparable US judicial remedies.


Recent Cases, "Preemption Doctrine After Cipollone", Renee M. Jones Jan 1993

Recent Cases, "Preemption Doctrine After Cipollone", Renee M. Jones

Boston College Law School Faculty Papers

No abstract provided.


The Overlooked Middle, Thomas C. Kohler Jan 1993

The Overlooked Middle, Thomas C. Kohler

Boston College Law School Faculty Papers

In this Article, the author argues that significant elements concerning the discussion of labor law reform have been overlooked and that the steady decline of unions is not in fact an isolated occurrence. It is instead part of a much broader and deeply troubling trend, which has affected every mediating group in our society. However, our blinkered insistence on treating the deterioration of autonomous employee associations as a solitary phenomenon has precluded us from comprehending either the complexity of its causes or the full extent of its implications. The author posits, therefore, that there is a pronounced tendency to overlook …


State Aids And European Community Law, Hans-Jorg Niemeyer Jan 1993

State Aids And European Community Law, Hans-Jorg Niemeyer

Michigan Journal of International Law

This article provides an overview of EC State aid rules, focusing on recent Commission policy and recent judgments of the Court of Justice on State aids. In Part I, some general points, such as what may constitute a State aid, are considered. In Part II, the procedural aspects are dealt with in more detail, with emphasis on the notification process, and the procedure for reviewing State aids. Part III examines the recovery of illegally granted aids, and the defenses a beneficiary may assert. Next, Part IV sets out the remedies available for breach of the State aid rules, including the …


Self-Regulation, Normative Choice, And The Structure Of Corporate Fiduciary Law, William W. Bratton Jan 1993

Self-Regulation, Normative Choice, And The Structure Of Corporate Fiduciary Law, William W. Bratton

Faculty Scholarship at Penn Carey Law

No abstract provided.


Making America Competitive, Mark J. Loewenstein Jan 1993

Making America Competitive, Mark J. Loewenstein

Publications

No abstract provided.


Patterns In The Bankruptcy Reorganization Of Large Publicly Held Companies, Lynn M. Lopucki, William C. Whitford Jan 1993

Patterns In The Bankruptcy Reorganization Of Large Publicly Held Companies, Lynn M. Lopucki, William C. Whitford

UF Law Faculty Publications

Several recent articles contend that Chapter of the Bankruptcy Code does not provide efficient procedures for redressing the financial distress of large firms. The authors of these articles argue that the creditors of a financially distressed firm would fare better if the corporation's problems were resolved in some other way. The argument has proceeded principally on a theoretical level, since it is virtually impossible to know for certain how firms that have been in Chapter 11 would have fared under a different procedure. We recently completed an extensive empirical study of forty-three Chapter 11 cases involving large, publicly held firms. …


Withdrawal And Expulsion In Germany: A Comparative Perspective On The "Close Corporation Problem", Hugh T. Scogin Jr. Jan 1993

Withdrawal And Expulsion In Germany: A Comparative Perspective On The "Close Corporation Problem", Hugh T. Scogin Jr.

Michigan Journal of International Law

This article will examine the German legal system's experience with fashioning remedies for the "close corporation problem" and the underlying concepts that have shaped these remedies. Part I will trace the growth of the doctrines of withdrawal and expulsion in the context of Germany's troubled history. Part II will compare German and U.S. approaches on both practical and conceptual levels. On one level, the focus of the article is narrow. It deals with specific, technical solutions to only the most extreme examples of the close corporation problem. Such cases are not frequently litigated. Their doctrines do, however, constitute default rules …


Masters Of Paradise: Organized Crime And The Internal Revenue Service In The Bahamas, Mary Lorenz Dietz Jan 1993

Masters Of Paradise: Organized Crime And The Internal Revenue Service In The Bahamas, Mary Lorenz Dietz

Michigan Journal of International Law

Review of the book by Alan A. Block


From Legitimacy To Logic: Reconstructing Proxy Regulation, Jill E. Fisch Jan 1993

From Legitimacy To Logic: Reconstructing Proxy Regulation, Jill E. Fisch

Faculty Scholarship at Penn Carey Law

No abstract provided.


Taxing Prometheus: How The Corporate Interest Deduction Discourages Innovation And Risk-Taking, Michael S. Knoll Jan 1993

Taxing Prometheus: How The Corporate Interest Deduction Discourages Innovation And Risk-Taking, Michael S. Knoll

Faculty Scholarship at Penn Carey Law

This paper uses recent developments in the theory of optimal capital structure to demonstrate how the federal corporate income tax with an interest deduction, but without a corresponding dividend deduction, misallocates capital within the corporate sector by encouraging investment in low-risk, low-growth projects employing tangible assets over high-risk, high-growth projects employing intangible assets.


The Fair Value Of Minority Stock In Closely Held Corporations, Zenichi Shishido Jan 1993

The Fair Value Of Minority Stock In Closely Held Corporations, Zenichi Shishido

Fordham Law Review

In this Article, Professor Shishido examines the various methods—those used by the courts as well as those suggested by law and economics scholars—for determining the fair value of minority stock in closely held corporations. In Professor Shishido's view, the courts' method of weighing—the so-called Delaware block method—fails to arrive at the true value of the minority's shares and often undervalues their worth. Professor Shishido also argues that law and economics scholars fail to differentiate between closely held corporations and publicly held corporations, thus failing to include the effect of corporate law on the fair value of closely held corporate stock.


Sanctifying Secrecy: The Mythology Of The Corporate Attorney-Client Privilege, Elizabeth G. Thornburg Jan 1993

Sanctifying Secrecy: The Mythology Of The Corporate Attorney-Client Privilege, Elizabeth G. Thornburg

Faculty Journal Articles and Book Chapters

This article surveys the traditional justifications for giving corporations the benefit of attorney-client privilege. It rejects both moral and utilitarian explanations and argues that, far from being beneficial or benign, the privilege actually does great harm to the truth-seeking function of litigation and imposes tremendous transaction costs on the litigants and on the judicial system as a whole.


Turning Back The Tide Of Director And Officer Liability, Walter Effross Jan 1993

Turning Back The Tide Of Director And Officer Liability, Walter Effross

Articles in Law Reviews & Other Academic Journals

No abstract provided.


Recent Cases, "Preemption Doctrine After Cipollone", Renee Jones Dec 1992

Recent Cases, "Preemption Doctrine After Cipollone", Renee Jones

Renee Jones

No abstract provided.