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2008

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Articles 1 - 30 of 296

Full-Text Articles in Law

The Dystopian Potential Of Corporate Law, D. Gordon Smith Dec 2008

The Dystopian Potential Of Corporate Law, D. Gordon Smith

Faculty Scholarship

The community of corporate law scholars in the United States is fragmented. One group, heavily influenced by economic analysis of corporations, is exploring the merits of increasing shareholder power vis-a-vis directors. Another group, animated by concern for social justice, is challenging the traditional, shareholder-centric view of corporate law, arguing instead for a model of stakeholder governance. The current disagreement within corporate law is as fundamental as in any area of law, and the debate is more heated than at any time since the New Deal. This paper is part of a debate on the audacious question, Can Corporate Law Save ...


The Undercivilization Of Corporate Law, A. Christine Hurt Dec 2008

The Undercivilization Of Corporate Law, A. Christine Hurt

Faculty Scholarship

No abstract provided.


Allocating Business Profits For Tax Purposes: A Proposal To Adopt A Formulary Profit Split, Reuven S. Avi-Yonah, Kimberly A. Clausing, Michael C. Durst Dec 2008

Allocating Business Profits For Tax Purposes: A Proposal To Adopt A Formulary Profit Split, Reuven S. Avi-Yonah, Kimberly A. Clausing, Michael C. Durst

Law & Economics Working Papers Archive: 2003-2009

The current system of taxing the income of multinational firms in the United States is flawed across multiple dimensions. The system provides an artificial tax incentive to earn income in low-tax countries, rewards aggressive tax planning, and is not compatible with any common metrics of efficiency. The U.S. system is also notoriously complex; observers are nearly unanimous in lamenting the heavy compliance burdens and the impracticality of coherent enforcement. Further, despite a corporate tax rate one standard deviation above that of other OECD countries, the U.S. corporate tax system raises relatively little revenue, due in part to the ...


Corporate Ethics In A Devilish System, Kent Greenfield Dec 2008

Corporate Ethics In A Devilish System, Kent Greenfield

Boston College Law School Faculty Papers

Prepared for a roundtable on corporate ethics at the University of Maryland School of Law, this essay argues that discussions of corporate ethics that focus on mere compliance with law are too narrow. While an emphasis on legal compliance is indeed crucial, a dedication to legality standing alone is hardly a robust sense of ethics, corporate or otherwise. Whether one takes guidance from religious norms or from secular philosophers, there are significant areas of agreement as to what amounts to ethical behavior: acting with due care for others; taking responsibility for the effect of one's actions; being honest; considering ...


The Disaster At Bhopal: Lessons For Corporate Law?, Kent Greenfield Dec 2008

The Disaster At Bhopal: Lessons For Corporate Law?, Kent Greenfield

Boston College Law School Faculty Papers

Prepared for a conference at New England Law School marking the upcoming twenty-fifth anniversary of the disaster at Bhopal, this essay asks whether we have anything still to learn from what occurred in the early morning hours in Bhopal on December 3, 1984, and in the hours, days, and weeks that followed. Is there reason to believe, for example, that corporations have a tendency to create the context in which such disasters are more likely? More recent corporate behavior poses the same question, whether it pertains to environmental destruction, injuries to consumers, collusion with illegal governmental activities, or financial malfeasance ...


The Impact Of "Going Private" On Corporate Stakeholders, Kent Greenfield Dec 2008

The Impact Of "Going Private" On Corporate Stakeholders, Kent Greenfield

Boston College Law School Faculty Papers

As capital markets in the United States increasingly "go private," it is unclear how the privatization of corporate finance will affect non-shareholder stakeholders of firms, most centrally employees, communities, and the environment. Some scholars and public policy experts believe that concern for such stakeholders should not hold any relevance in the discussion of corporate law in general, and thus may be presumed to believe the same about a conversation about privatization. In such a view, these concerns lie outside the realm of corporate governance law; they therefore should be of no great moment in the debate over whether public policy ...


Troubled Projects, Workouts And Debt Restructurings, Richard Blumenreich Nov 2008

Troubled Projects, Workouts And Debt Restructurings, Richard Blumenreich

William & Mary Annual Tax Conference

No abstract provided.


Partnership Allocations: What You Don't Know Can Hurt You, Steven M. Friedman Nov 2008

Partnership Allocations: What You Don't Know Can Hurt You, Steven M. Friedman

William & Mary Annual Tax Conference

No abstract provided.


The Taxation Of Private Equity Carried Interests: Estimating The Revenue Effects Of Taxing Profit Interests As Ordinary Income, Michael S. Knoll Nov 2008

The Taxation Of Private Equity Carried Interests: Estimating The Revenue Effects Of Taxing Profit Interests As Ordinary Income, Michael S. Knoll

Faculty Scholarship at Penn Law

In this Article, I estimate the tax revenue effects of taxing private equity carried interests as ordinary income rather than as long-term capital gain as under current law. Under reasonable assumptions, I conclude that the expected present value of additional tax collections would be between 1 percent and 1.5 percent of capital invested in private equity funds, or between $2 billion and $3 billion a year. That estimate, however, makes no allowance for changes in the structure of such funds or the composition of the partnerships, which might substantially reduce tax revenues below those estimates.


Piercing The Corporate Veil In Regulated Industries, Douglas G. Smith Nov 2008

Piercing The Corporate Veil In Regulated Industries, Douglas G. Smith

BYU Law Review

No abstract provided.


Electronic Tax Fraud - Are There 'Sales Zappers' In Japan?, Richard Thompson Ainsworth Oct 2008

Electronic Tax Fraud - Are There 'Sales Zappers' In Japan?, Richard Thompson Ainsworth

Faculty Scholarship

Although there is no public acknowledgement - in the press, in a court case, though any announcement by the Japanese National Tax Administration, or in any academic studies or papers - that Zappers and Phantom-ware are a fraud problem in Japan, a number of factors suggest that Japan may be very fertile ground for technology-assisted cash skimming fraud. Those factors include: (1) a high concentration of small to medium sized businesses; (2) the fact that the retail economy is highly cash-based; and (3) the high level of technology acceptance in the Japanese retail sector - electronic cash registers (ECRs) and point of sale ...


Dysfunctional Deference And Board Composition: Lessons From Enron, Bernard S. Sharfman, Steven J. Toll Oct 2008

Dysfunctional Deference And Board Composition: Lessons From Enron, Bernard S. Sharfman, Steven J. Toll

NULR Online

No abstract provided.


Embattled Ceos, Marcel Kahan, Edward B. Rock Oct 2008

Embattled Ceos, Marcel Kahan, Edward B. Rock

Faculty Scholarship at Penn Law

In this paper, we argue that chief executive officers of publicly-held corporations in the United States are losing power to their boards of directors and to their shareholders. This loss of power is recent (say, since 2000) and gradual, but nevertheless represents a significant move away from the imperial CEO who was surrounded by a hand-picked board and lethargic shareholders. After discussing the concept of power and its dimensions, we document the causes and symptoms of the decline in CEO power in several areas: share ownership composition and shareholder activism; governance rules and the board response to shareholder activism; regulatory ...


Securities Class Actions As Pragmatic Ex Post Regulation, Elizabeth Chamblee Burch Oct 2008

Securities Class Actions As Pragmatic Ex Post Regulation, Elizabeth Chamblee Burch

Scholarly Works

Securities class actions are on the chopping block-again. Traditional commentators continue to view class actions with suspicion; they see class suits as nonmeritorious byproducts of self-interest and the attorneys who bring them as rent-seekers. Their conventional approach has popularized securities class actions' negative effects. High-profile commissions capitalizing on this rhetoric, such as the Committee on Capital Markets Regulation, have recently recommended eliminating or severely curtailing securities class actions. But this approach misses the point: in the ongoing push and pull of securities regulation, corporations are winning the battle.

Thus, understanding the full picture and texture of securities class actions necessitates ...


The (Not So) Puzzling Behavior Of Angel Investors, Darian M. Ibrahim Oct 2008

The (Not So) Puzzling Behavior Of Angel Investors, Darian M. Ibrahim

Vanderbilt Law Review

Where do entrepreneurs turn for funding once their credit cards are maxed out, friends and family are no longer taking their calls, but it is still too early for venture capitalists to invest? They turn to "angel" investors. Angel investors are wealthy individuals who personally finance the same high-risk, high-growth start-ups as venture capitalists but at an earlier stage. Well-known angels include Microsoft co-founder Paul Allen, EDS founder H. Ross Perot, and Dallas Mavericks' owner Mark Cuban. But the prototypical angel may still be rich old Uncle Joe, the wealthy, distant relative or family acquaintance. Angels come in many forms ...


Linkage And The Deterrence Of Corporate Fraud, Miriam Baer Oct 2008

Linkage And The Deterrence Of Corporate Fraud, Miriam Baer

Faculty Scholarship

No abstract provided.


Parity Lost: The Price Of A Corporate Tax In A Progressive Tax World, Richard Winchester Oct 2008

Parity Lost: The Price Of A Corporate Tax In A Progressive Tax World, Richard Winchester

Nevada Law Journal

No abstract provided.


Insource The Shareholding Of Outsourced Employees: A Global Stock Ownership Plan, Robert C. Hockett Oct 2008

Insource The Shareholding Of Outsourced Employees: A Global Stock Ownership Plan, Robert C. Hockett

Cornell Law Faculty Publications

With the American economy stalled and another federal election campaign season well underway, the “outsourcing” of American jobs is again on the public agenda. Latest figures indicate not only that claims for joblessness benefits are up, but also that the rate of American job-exportation has more than doubled since the last electoral cycle. This year’s political candidates have been quick to take note. In consequence, more than at any time since the early 1990s, continued American participation in the World Trade Organization, in the North American Free Trade Agreement, and in the processes of global economic integration more generally ...


The (Not So) Puzzling Behavior Of Angel Investors, Darian M. Ibrahim Oct 2008

The (Not So) Puzzling Behavior Of Angel Investors, Darian M. Ibrahim

Faculty Publications

No abstract provided.


Obedience As The Foundation Of Fiduciary Duty, Rob Atkinson Oct 2008

Obedience As The Foundation Of Fiduciary Duty, Rob Atkinson

Scholarly Publications

No abstract provided.


Casos De “Control Casi Total”. La Fragilidad Del Plazo De Seis Meses Para Que El Controlante Emita Una Declaración Unilateral De Adquisición, Gaston Mirkin Sep 2008

Casos De “Control Casi Total”. La Fragilidad Del Plazo De Seis Meses Para Que El Controlante Emita Una Declaración Unilateral De Adquisición, Gaston Mirkin

Gaston Mirkin

No abstract provided.


Changing The Paradigm Of Stock Ownership From Concentrated Towards Dispersed Ownership? Evidence From Brazil And Consequences For Emerging Countries, Erica Gorga Sep 2008

Changing The Paradigm Of Stock Ownership From Concentrated Towards Dispersed Ownership? Evidence From Brazil And Consequences For Emerging Countries, Erica Gorga

Cornell Law Faculty Working Papers

This paper analyzes micro-level dynamics of changes in ownership structures. It investigates a unique event: changes in ownership patterns currently taking place in Brazil. It builds upon empirical evidence to advance theoretical understanding of how and why concentrated ownership structures can change towards dispersed ownership.

Commentators argue that the Brazilian capital markets are finally taking off. The number of listed companies and IPOs in the Sao Paulo Stock Exchange (Bovespa) has greatly increased. Firms are migrating to Bovespa’s special listing segments, which require higher standards of corporate governance. Companies have sold control in the market, and the stock market ...


Women And The "New" Corporate Governance, Lisa M. Fairfax, Paula A. Monopoli Sep 2008

Women And The "New" Corporate Governance, Lisa M. Fairfax, Paula A. Monopoli

Paula A Monopoli

No abstract provided.


Tales Of Two Regimes For Regulating Limited Liability Law Firms In The Us And Australia: Client Protection And Risk Management Lessons, Susan Saab Fortney Sep 2008

Tales Of Two Regimes For Regulating Limited Liability Law Firms In The Us And Australia: Client Protection And Risk Management Lessons, Susan Saab Fortney

Faculty Scholarship

This essay contrasts the regimes that allow limited liability partnerships in the US and fully incorporated legal practices in Australia. The essay argues that Australia has taken advantage of an opportunity to develop innovative and necessary regulation of law firm ethical infrastructure with the introduction of incorporated legal practices, but the United States has not yet adequately addressed the consumer and ethical risks of limited liability partnerships. This essay raises the issue of whether Australia’s requirement that incorporated law firms should implement “appropriate management systems” to ensure ethical conduct is a model that could fruitfully be applied to all ...


Who's Presumptuous Now? Mccain Articulates U.S. Foreign Policy In Georgia Conflict, Kent Greenfield Aug 2008

Who's Presumptuous Now? Mccain Articulates U.S. Foreign Policy In Georgia Conflict, Kent Greenfield

Kent Greenfield

No abstract provided.


Colocación Por "Oferta Pública" De Obligaciones Negociables. Dudas Interpretativas En Torno Al Concepto, Gaston Mirkin Aug 2008

Colocación Por "Oferta Pública" De Obligaciones Negociables. Dudas Interpretativas En Torno Al Concepto, Gaston Mirkin

Gaston Mirkin

No abstract provided.


Sovereign Debt Restructuring: Search For An Optimum Voting Threshold, Joy Dey Aug 2008

Sovereign Debt Restructuring: Search For An Optimum Voting Threshold, Joy Dey

Joy Dey

Sovereigns have been defaulting on their debts over decades now. A sovereign debt default necessitates a restructuring of the debt instrument in order to reduce the size of the debt or lengthen the maturity period. One of the methods of debt restructuring is an ‘exchange offer’ where the old debt instrument, for example the bond, is exchanged for new debt instruments with altered terms and conditions, particularly the payment terms. Whereas some investors may agree to such restructuring and accept the exchange offer, others might have different aspirations for their investments. A successful sovereign debt restructuring takes place when the ...


Multiple Personalities Incorporated: Accepting The Multi-Dimensional Personhood Of The Modern Corporation, Susanna K. Ripken Jul 2008

Multiple Personalities Incorporated: Accepting The Multi-Dimensional Personhood Of The Modern Corporation, Susanna K. Ripken

Susanna K. Ripken

One of the most intriguing debates in corporate law is over the personhood of corporations. For years, corporate theorists have tried to construct a complete and coherent theory of the corporate person. Some have argued that the corporation is merely a fictional, artificial person that exists only as a concession of state law. Others have asserted that the corporation is a real, independent person that has an ontological existence and identity of its own. The popular theoretical paradigm today is that the corporation is neither an artificial nor a real person; it is merely a nexus of contracts among the ...


The Moral Hazard Problem In Global Economic Regulation, Frank J. Garcia Jul 2008

The Moral Hazard Problem In Global Economic Regulation, Frank J. Garcia

Boston College Law School Faculty Papers

Global regulation of international business transactions presents a particular form of the moral hazard problem. Global firms use economic and political power to manipulate state and state-controlled multilateral regulation to preserve their opportunity to externalize the social costs of global economic activity with impunity. Unless other actors can effectively counter this at the national and global regulatory levels, globalization re-creates the conditions for under-regulated or “robber baron” capitalism at the global level. This model of economic activity has been rejected at the national level by the same modern democratic capitalist states which currently dominate globalization, creating a crisis of legitimacy ...


Zappers And Phantom-Ware At The Fta: Are They Listening Now?, Richard Thompson Ainsworth Jul 2008

Zappers And Phantom-Ware At The Fta: Are They Listening Now?, Richard Thompson Ainsworth

Faculty Scholarship

When the Federation of Tax Administrators (FTA) held a national Compliance and Education Workshop in Louisville, Kentucky (February 25-27, 2001) one of the invited speakers was Kevin Pratt, Manager, Underground Economy, Canadian Customs and Revenue Authority (CCRA). He spoke on Zappers.

To the best of anyone's present recollection, this was the first time zappers had been discussed with a large group of state-level US tax compliance professionals. However, most of the information that the CCRA presented to the FTA in 2001 was not its own - it was derivative. Zapper investigations were not an in-house specialty of the CCRA (although ...