Law Commons^™

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

BYU Law Review

No abstract provided.

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, …

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

Nevada Law Journal

No abstract provided.

Mergers, Taxes, And Historical Materialism, Ajay K. Mehrotra

Indiana Law Journal

In the last few years, corporate mergers and acquisitions witnessed explosive growth. Although more recent market conditions have halted the latest merger movement, scholars and commentators have used the earlier rise in merger activity to reevaluate the preferential tax treatment granted to those mergers and acquisitions that fall under the U.S. tax law's definition of a corporate "reorganization. " Under the current Internal Revenue Code, neither shareholders nor corporations recognize gain or loss on the exchange of stock or securities in transactions that qualify as a "corporate reorganization." The significance of this tax rule raises a central question: why does …

Insuring Corporate Crime, Miriam Hechler Baer

Indiana Law Journal

Corporate criminal liability has become an important and much-talked about topic. This Article argues that entity-based liability-particularly the manner in which it is currently applied by the federal government---creates social costs in excess of its benefits. To help companies better deter employee crime, the Article suggests the abolition of entity-wide criminal liability, and in its place, the adoption of an insurance system, whereby carriers would examine corporate compliance programs, estimate the risk that a corporation's employees would commit crimes, and then charge companies for insuring those risks. The insurance would cover civil penalties associated with the entity's employee-related criminal conduct. …

Unilateral Home State Regulation: Imperialism Or Tool For Subaltern Resistance?, Sara L. Seck

Osgoode Hall Law Journal

Home state reluctance to regulate international corporate activities in the human rights context is sometimes characterized as an imperialistic infringement of host state sovereignty. This concern may be explicit, or it may be implicit in an expressed desire to avoid conflict with the sovereignty of foreign states. Yet, in the absence of a multilateral treaty directly addressing business and human rights, a regulatory role for home states in preventing and remedying human rights harms is increasingly being suggested. This paper seeks to explore theoretical perspectives that support unilateral home state regulation. Having established that unilateral home state regulation could serve …

Corporations As Victims Of Mismanagement: Beyond The Shareholders Vs. Managers Debate, Carlos Gomez-Jara Diez

Pace Law Review

No abstract provided.

The Failing Company Defense After The Commentary: Let It Go, Oliver Zhong

University of Michigan Journal of Law Reform

This Note proposes the abolishment of the failing company defense in merger control law. This call for reform is based on a comprehensive critique, which consists of a revisit of the doctrinal history, a survey of problems in current practice, and an inquiry into the normative merits of both the status quo and alternative plans. The reform advocated will purify the doctrine and improve the practice with minimum adjustments, in line with the ongoing movement to modernize merger review with the publication of the Commentary to the Merger Guidelines.

Transitioning The Family Business, Dwight Drake

Washington Law Review

By any measure, family-dominated businesses are the backbone of the American economy. Although a large majority of family businesses are managed by senior family members who are older than age 55 and more than 80 percent of such senior family members claim that they want the business to remain in the family, less than 30 percent of such businesses have tackled the challenge of developing a plan for transitioning the business to the next generation. For over 90 percent of such families, this planning challenge is aggravated by the fact that they have no diversified wealth: the family’s wealth is …

Branding The Small Wonder: Delaware's Dominance And The Market For Corporate Law, Omari Scott Simmons

University of Richmond Law Review

No abstract provided.

Corporate Taxation And International Charter Competition, Mitchell A. Kane, Edward B. Rock

Michigan Law Review

Corporate charter competition has become an increasingly international phenomenon. The thesis of this Article is that this development in corporate law requires a greater focus on corporate tax law. We first demonstrate how a tax system's capacity to distort the international charter market depends both upon its approach to determining corporate location and upon the extent to which it taxes foreign source corporate profits. We also show, however, that it is not possible to remove all distortions through modifications to the tax system alone. We present instead two alternative methods for preserving an international charter market. The first-best solution involves …

The Fiduciary Obligation As The Adoption Of Ends, Arthur B. Laby

Buffalo Law Review

No abstract provided.

Misdemeanants, Firearms, And Discretion: The Practical Impact Of The Debate Over "Physical Force" And 18 U.S.C. § 922(G)(9), Adam W. Kersey

William & Mary Law Review

No abstract provided.

Gatekeeper Failures: Why Important, What To Do, Merritt B. Fox

Michigan Law Review

The United States was hit by a wave of corporate scandals that crested between late 2001 and the end of 2002. Some were traditional scandals involving insiders looting company assets - the most prominent being Tyco, HealthSouth, and Adelphia. But most were what might be called "financial scandals": attempts by an issuer to maximize the market price of its securities by creating misimpressions as to what its future cash flows were likely to be. Enron and WorldCom were the most spectacular examples of these financial scandals. In scores of additional cases, the companies involved and their executives were sued by …

The Representative Power Of The Shareholders' General Meeting Under Chinese Law, Charles Zhen Qu

Washington International Law Journal

Under China’s company law regime, the power to represent the company resides not in the board of directors but in an individual person called a legal representative (fading daibiaoren) who is a senior officer of the company. The mechanism of legal representative, however, is often rendered ineffective as it is inherently susceptible to abuse. The mechanism becomes dysfunctional when the legal representative is unavailable. The legal representative’s unavailability, especially when the board of directors is also ineffective, raises the question of whether the general meeting has the power to control corporate actions. To answer this question, this Article considers the …

On Beyond Calpers: Survey Evidence On The Developing Role Of Public Pension Funds In Corporate Governance, Stephen J. Choi, Jill E. Fisch

Vanderbilt Law Review

In recent years, the California Public Employees Pension System ("CalPERS") has received extensive attention for its active participation in corporate governance. CalPERS's activities established it as a leader among activist institutions. CalPERS's Murray and Kathleen Bring Professor of Law, New York University School of Law. T.J. Maloney Professor of Business Law, Fordham Law School. Thanks to Jeff Gordon, Keith Johnson, Un Kyung Park, Wayne Schneider, Damon Silvers, Randall Thomas, and John Wilcox for their valuable help in project design and for their useful comments.

Strategy was based on identifying underperforming companies with poor governance practices and then working to change …

The Forgotten Derivative Suit, Kenneth B. Davis, Jr.

Vanderbilt Law Review

One of U.S. corporate law's most salient features is its flexibility. Those who control and manage the corporation are given a long leash. This is particularly evident when the United States is compared with other countries in studies like the World Bank's annual Doing Business project. According to the detailed study that developed the World Bank methodology for measuring investor protection,1 the United States scored a 0.33 for "ex ante private control of self-dealing." This was not only below the world average of 0.36, but also well below the 0.58 average for common law countries. The United Kingdom, in contrast, …

The Evolving Role Of Institutional Investors In Corporate Governance And Corporate Litigation, Randall S. Thomas

Vanderbilt Law Review

This Symposium volume of the Vanderbilt Law Review, sponsored by the Institute for Law and Economic Policy ("ILEP"), focuses on the critical role of institutional investors in the modern American corporation. The agency cost model of the corporation tells us that in a dispersed ownership system, such as the U.S. system, large, motivated shareholders can play an important role in reducing the agency costs of equity by closely monitoring the actions of corporate management.1 Activist investors can use their voting powers, their power to file suit, and their power to sell their interests in the firm, to align the interests …

A Fresh Look At Director "Independence": Mutual Fund Fee Litigation And "Gartenberg" At Twenty-Five, Lyman Johnson

Vanderbilt Law Review

Today, the concept of the "independent" director is widely, if not universally, regarded as critical to the healthy governance of public corporations.' The concept remains fiercely contested, however, in the governance of investment companies, including mutual funds. This resistance appears on two fronts, one of which is quite visible, while the other is often overlooked. The more obvious battle over director independence has occurred in response to the Securities and Exchange Commission's ("SEC's") rulemaking effort to alter the standard for granting certain regulatory privileges under the Investment Company Act (the "Act").' The SEC, among its other reforms, sought to limit …

Bankruptcy Vérité, Lynn M. Lopucki, Joseph W. Doherty

Michigan Law Review

In the empirical study we report in Bankruptcy Fire Sales, we compared the recoveries from the going-concern bankruptcy sales of twenty-five large, public companies with the recoveries from the bankruptcy reorganizations of thirty large, public companies. We found that, controlling for the asset size of the company and its presale or pre-reorganization earnings ("EBITDA"), reorganization recoveries were more than double sale recovenes. We are honored that Professor James J. White has chosen to comment on our study. White is an eloquent defender of the status quo, pulls no punches, and always has something interesting to say. Bankruptcy Noir is …

Option Backdating And Its Implications, Jesse M. Fried

Washington and Lee Law Review

Thousands of U.S. companies appear to have secretly backdated stock options. This Article analyzes three forms of secret option backdating: (1) the backdating of executives' option grants; (2) the backdating of nonexecutive employees' option grants; and (3) the backdating of executives' option exercises. It shows that each type of backdating less likely reflects arm's length contracting than a desire to inflate and camouflage executive pay. Secret backdating thus provides further evidence that pay arrangements have been shaped by executives' influence over their boards. The fact that so many firms continued to secretly backdate after the Sarbanes-Oxley Act, in blatant violation …

Returning Rico To Racketeers: Corporations Cannot Constitute An Associated-In-Fact Enterprise Under 18 U.S.C. § 1961(4), Caroline N. Mitchell, Jordan Cunningham, Mark R. Lentz

Fordham Journal of Corporate & Financial Law

No abstract provided.

A Redeeming Interest In Religious Freedom: Are Islamic Mortgage Alternatives Clogs On The Equitable Right Of Redemption?, Scott Griswold

Fordham Journal of Corporate & Financial Law

No abstract provided.

The Eighth Annual A.A. Sommer, Jr. Lecture On Corporate, Securities, And Financial Law, William Michael Treanor, Ben A. Indek, Jill E. Fisch, Paul S. Atkins

Fordham Journal of Corporate & Financial Law

No abstract provided.

Developing An Antitrust Injury Requirement For Injunctive Relief That Reflects The Probability Of Anticompetitive Harm, Yavar Bathaee

Fordham Journal of Corporate & Financial Law

No abstract provided.

Evaluating The Mission: A Critical Review Of The History And Evolution Of The Sec Enforcement Program, Paul S. Atkins, Bradley J. Bondi

Fordham Journal of Corporate & Financial Law

No abstract provided.

A Redeeming Interest In Religious Freedom: Are Islamic Mortgage Alternatives Clogs On The Right Of Redemption?, Scott Griswold

Fordham Journal of Corporate & Financial Law

No abstract provided.

Hedge Funds, Liquidity And Prime Brokers, Nathan Bryce

Fordham Journal of Corporate & Financial Law

No abstract provided.

The Antitrust Aspects Of Bank Mergers - Panel Discussion I: Development Of Bank Merger Law, Carl Felsenfeld, Douglas Broder, Bert Foer, Dr. Anne Gron

Fordham Journal of Corporate & Financial Law

No abstract provided.

Perceptions Of The Future Of Bank Merger Antitrust: Local Areas Will Remain Relevant Markets, Gregory J. Werden

Fordham Journal of Corporate & Financial Law

No abstract provided.