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2009

Business Organizations Law

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Articles 1 - 30 of 313

Full-Text Articles in Law

Business Combination Antitakeover Statutes, The Unintended Repudiation Of The Internal Affairs Doctrine, And Constitutional Constraints On Choice Of Law, Robert E. Suggs Dec 2009

Business Combination Antitakeover Statutes, The Unintended Repudiation Of The Internal Affairs Doctrine, And Constitutional Constraints On Choice Of Law, Robert E. Suggs

Robert E. Suggs

This article examines the constitutional validity of business combination antitakeover statutes. Delaware and other important corporate law jurisdictions enacted these statutes during the 1980s to inhibit hostile leveraged corporate takeovers and protect incumbent managements. These statutes work by prohibiting transactions which enable a hostile acquirer with a mere majority of target stock to sell target assets for cash and retain all the cash to service acquisition debt while paying off with securities the minority shareholders' interest in the assets sold. This allows the takeover to be financed with the assets acquired. Analyzing the structural operation of these statutes in greater ...


Racial Discrimination In Business Transactions, Robert E. Suggs Dec 2009

Racial Discrimination In Business Transactions, Robert E. Suggs

Robert E. Suggs

When the Supreme Court invalidated a municipal minority business set-aside in City of Richmond v. J.A. Croson Co., it failed to recognize the special circumstances confronting the minority entrepreneur. Contrary to the Court’s own erroneous assertion that “[s]tates and their local subdivisions have many legislative weapons at their disposal both to punish and prevent present [business] discrimination ….” – they do not. Nor can they create effective antidiscrimination remedies as a practical matter. As a result that decision leaves minority business owners vulnerable to discrimination from other business firms but without a remedy. Part I identifies the glaring failure ...


Rethinking Minority Business Development Strategies, Robert E. Suggs Dec 2009

Rethinking Minority Business Development Strategies, Robert E. Suggs

Robert E. Suggs

Minority business set-asides were created as a prophylactic measure to redress discrimination against minority owned business firms. Predominantly minority jurisdictions found them especially attractive because they promised to provide minority firms a share of the procurement dollars expended by these jurisdictions. The Croson decision invalidated Richmond’s ordinance and posed substantial barriers to further enactments. This article proposes an alternative to such set-aides. It argues that the proposed alternative, an Equal Opportunity Rating Agency (EORA), provides a superior business development policy tool and does not have the constitutional vulnerabilities of set-asides. An EORA would operate much like a credit rating ...


Law And Finance: Inaccurate, Incomplete, And Important, Ruth V. Aguilera, Cynthia A. Williams Dec 2009

Law And Finance: Inaccurate, Incomplete, And Important, Ruth V. Aguilera, Cynthia A. Williams

BYU Law Review

No abstract provided.


Legal Regimes And Political Particularism: An Assessment Of The "Legal Families" Theory From The Perspectives Of Comparative Law And Political Economy, John W. Cioffi, D. Gordon Smith Dec 2009

Legal Regimes And Political Particularism: An Assessment Of The "Legal Families" Theory From The Perspectives Of Comparative Law And Political Economy, John W. Cioffi, D. Gordon Smith

BYU Law Review

The “legal families” theory of corporate law and ownership structures pioneered by Rafael La Porta, Florencio Lopez-deSilanes, Andrei Shleifer, and Robert Vishny provides one of the most influential accounts of why “law matters” in shaping economic organization and outcomes. However, the empirical bases and theoretical logic of the theory contain serious flaws and limitations. First, as has been pointed out by a number of critics engaged in this revision, the legal origins literature contains numerous problematic characterizations of substantive law that expose the serious problems of quantitative operationalization of legal rules as a mode of comparative legal analysis. Second, the ...


Legal Origins And The Tasks Of Corporate Law In Economic Development: A Preliminary Exploration, John Ohnesorge Dec 2009

Legal Origins And The Tasks Of Corporate Law In Economic Development: A Preliminary Exploration, John Ohnesorge

BYU Law Review

No abstract provided.


Contemporary Legal Transplants: Legal Families And The Diffusion Of (Corporate) Law, Holger Spamann Spamann Dec 2009

Contemporary Legal Transplants: Legal Families And The Diffusion Of (Corporate) Law, Holger Spamann Spamann

BYU Law Review

No abstract provided.


Competition Policy And Comparative Corporate Governance Of State-Owned Enterprises, D. Daniel Sokol Dec 2009

Competition Policy And Comparative Corporate Governance Of State-Owned Enterprises, D. Daniel Sokol

BYU Law Review

No abstract provided.


The Madoff Scandal, Market Regulatory Failure And The Business Education Of Lawyers, Robert Rhee Dec 2009

The Madoff Scandal, Market Regulatory Failure And The Business Education Of Lawyers, Robert Rhee

Robert Rhee

This essay suggests that a deficiency in legal education is a contributing cause of the regulatory failure. The most scandalous malfeasance of this new era, the Madoff Ponzi scheme, evinces the failure of improperly trained lawyers and regulators. It also calls into question whether the prevailing regulatory philosophy of disclosure of disclosure is sufficient in a complex market. This essay answers an important question underlying these considerations: What can legal education do to better train business lawyers and regulators for a market that is becoming more complex? One answer, it suggests, is a simple one: law schools should teach a ...


Bonding Limited Liability, Robert J. Rhee Dec 2009

Bonding Limited Liability, Robert J. Rhee

Robert Rhee

Limited liability is considered a “birthright” of corporations. The concept is entrenched in legal theory, and it is a fixed reality of the political economy. But it remains controversial. Scholarly debate has been engaged in absolute terms of defending the rule or advocating its abrogation. Though compelling, these polar positions, often expressed in abstract arguments, are associated with disquieting effects. Without limited liability, efficiency may be severely compromised. With it, involuntary tort creditors bear some of the cost of an enterprise. Most other proposals for reforming limited liability have been incremental, such as modifying veil piercing. However, neither absolutism nor ...


U.S. Chamber Of Commerce Liability Survey: Inaccurate, Unfair, And Bad For Business, Theodore Eisenberg Dec 2009

U.S. Chamber Of Commerce Liability Survey: Inaccurate, Unfair, And Bad For Business, Theodore Eisenberg

Cornell Law Faculty Publications

The U.S. Chamber of Commerce uses its Survey of State Liability to criticize judiciaries and seek legal change but no detailed evaluation of the survey’s quality exists. This article presents evidence that the survey is substantively inaccurate and methodologically flawed. It incorrectly characterizes state law; respondents provide less than 10 percent correct answers for objectively verifiable responses. It is internally inconsistent; a state threatened with judicial hellhole status ranked first in the survey while venues not on the list ranked lower. The absence of correlation between survey rankings and observable activity suggests that other factors drive the rankings ...


The New Concept Of Loyalty In Corporate Law, Andrew S. Gold Dec 2009

The New Concept Of Loyalty In Corporate Law, Andrew S. Gold

Faculty Scholarship

No abstract provided.


Fighting Freestyle: The First Amendment, Fairness, And Corporate Reputation, Rebecca Tushnet Dec 2009

Fighting Freestyle: The First Amendment, Fairness, And Corporate Reputation, Rebecca Tushnet

Georgetown Law Faculty Publications and Other Works

There are three distinct groups who might want to engage in speech about commercial entities or to constrain those commercial entities from making particular claims of their own. Competitors may sue each other for false advertising, consumers may sue businesses, and government regulators may impose requirements on what businesses must and may not say. In this context, this Article will evaluate a facially persuasive but ultimately misguided claim about corporate speech: that because consumers regularly get to say nasty things about corporations under the lax standards governing defamation of public figures, corporations must be free to make factual claims subject ...


The Illegal-Settlements Myth, David Phillips Nov 2009

The Illegal-Settlements Myth, David Phillips

David M. Phillips

No abstract provided.


The Changing Landscape Of Tax Administration: Hot Topics Of Irs Audits Of Partnerships And S Corporations (Slides), Robert D. Schachat, Deborah M. Nolan Nov 2009

The Changing Landscape Of Tax Administration: Hot Topics Of Irs Audits Of Partnerships And S Corporations (Slides), Robert D. Schachat, Deborah M. Nolan

William & Mary Annual Tax Conference

No abstract provided.


Conference On Delaware Fiduciary Duty Of Good Faith After Disney: Meaningful Or Mickey Mouse, Renee Jones Nov 2009

Conference On Delaware Fiduciary Duty Of Good Faith After Disney: Meaningful Or Mickey Mouse, Renee Jones

Renee Jones

No abstract provided.


Debt Workouts For Partnerships And S Corporations (Slides), Peter J. Genz Nov 2009

Debt Workouts For Partnerships And S Corporations (Slides), Peter J. Genz

William & Mary Annual Tax Conference

No abstract provided.


Beyond First Blushes And Gut Reactions: Planning For The Coming Tax Increases (Slides), Mitchell A. Drossman Nov 2009

Beyond First Blushes And Gut Reactions: Planning For The Coming Tax Increases (Slides), Mitchell A. Drossman

William & Mary Annual Tax Conference

No abstract provided.


Making Chicken Salad - Monetizing Tax Losses (Slides), Steven M. Friedman, Glenn M. Johnson Nov 2009

Making Chicken Salad - Monetizing Tax Losses (Slides), Steven M. Friedman, Glenn M. Johnson

William & Mary Annual Tax Conference

No abstract provided.


Corporate Law And The Current Financial Crunch, Christine G. Ondimu Nov 2009

Corporate Law And The Current Financial Crunch, Christine G. Ondimu

Christine G Ondimu Ms.

The essence of this article is to discuss the increased over lapping regulatory supervision of the various federal and state entities. The issue is whether the federal government should be allowed to encroach into a state territory of corporate regulation. Stricter government regulation of corporations simply means that instead of trying to create the incentives for private sector actors to do the right thing, the government has the power to simply demand that they do the right thing, or at least, they not do the wrong thing. We read in various media of the current administration’s plans to ask ...


Corporate And Business Law, Laurence V. Parker Nov 2009

Corporate And Business Law, Laurence V. Parker

University of Richmond Law Review

No abstract provided.


Consumer Interest In Corporate Law, David Yosifon Nov 2009

Consumer Interest In Corporate Law, David Yosifon

Faculty Publications

This Article provides a comprehensive assessment of the consumer interest in dominant theories of the corporation and in the fundamental doctrines of corporate law. In so doing, the Article fills a void in contemporary corporate law scholarship, which has failed to give sustained attention to consumers in favor of exploring the interests of other corporate stakeholders, especially shareholders, creditors, and workers. Utilizing insights derived from the law and behavioralism movement, this Article examines, in particular, the limitations of the shareholder primacy norm at the heart of prevailing "nexus of contracts" and "team production" theories of the firm. The Article concludes ...


Agenda: World Energy Justice Conference And Appropriate Technology Arcade, University Of Colorado Boulder. Center For Energy & Environmental Security, University Of Colorado Boulder. School Of Law Oct 2009

Agenda: World Energy Justice Conference And Appropriate Technology Arcade, University Of Colorado Boulder. Center For Energy & Environmental Security, University Of Colorado Boulder. School Of Law

World Energy Justice Conference (October 23-24)

The 2009 CEES Energy Justice Conference took place at the University of Colorado Law School on October 23rd and 24th, 2009. It featured 11 sessions, more than 40 speakers, and attracted over 200 attendees. The Conference brought together leading international and U.S. decision-makers in politics, engineering, public health, law, business, economics, and innovators in the sciences to explore how best to address the critical needs of the energy-oppressed poor (EOP) through long-term interdisciplinary action, information sharing, and deployment of appropriate sustainable energy technologies (ASETs).

The Colorado Journal of International Environmental Law & Policy (CJIELP) at the University of Colorado Law ...


Will The Sec Survive Financial Regulatory Reform?, Renee Jones Oct 2009

Will The Sec Survive Financial Regulatory Reform?, Renee Jones

Renee Jones

No abstract provided.


Conference On The Past, Present, And Future Of The Sec, Renee Jones Oct 2009

Conference On The Past, Present, And Future Of The Sec, Renee Jones

Renee Jones

No abstract provided.


Agenda: Best Practices For Community And Environmental Protection, University Of Colorado Boulder. Natural Resources Law Center. Intermountain Oil And Gas Bmp Project, Colorado. Oil And Gas Conservation Commission Oct 2009

Agenda: Best Practices For Community And Environmental Protection, University Of Colorado Boulder. Natural Resources Law Center. Intermountain Oil And Gas Bmp Project, Colorado. Oil And Gas Conservation Commission

Best Practices for Community and Environmental Protection (October 14)

The first Intermountain BMP Project workshop, sponsored by the Natural Resources Law Center and the Colorado Oil and Gas Conservation Commission, was held in Rifle, Colorado on October 14, 2009 at the Garfield County Fairground for over 170 participants.

Speakers from Federal, state and local governments, the community, industry and environmental consultants, and conservation groups focused presentations and discussion on a greater understanding of what Best Management Practices (BMPs) are appropriate to the western slope of Colorado and how they are integrated into developments.


Slides: Best Management Practices: Planning, Leasing, Permitting, Jamie Connell Oct 2009

Slides: Best Management Practices: Planning, Leasing, Permitting, Jamie Connell

Best Practices for Community and Environmental Protection (October 14)

Presenter: Jamie Connell, Northwest Colorado District Manager, U.S. Bureau of Land Management (BLM) Colorado

23 slides


Slides: Disappearing Roads--An Efd Project: An Exploration Into Low Impact And Efficient Gas Field Drilling, Charles Dolan Oct 2009

Slides: Disappearing Roads--An Efd Project: An Exploration Into Low Impact And Efficient Gas Field Drilling, Charles Dolan

Best Practices for Community and Environmental Protection (October 14)

Presenter: Rich Haut, Houston Advanced Research Center (HARC), for Dr. Charles Dolan, University of Wyoming, Environmentally Friendly Drilling Program

25 slides


Slides: The Use Of Terrestrial Cyanobacteria For The Rehabilitation Of Arid Soils: Not Just Another Good Idea, Timothy Flynn Oct 2009

Slides: The Use Of Terrestrial Cyanobacteria For The Rehabilitation Of Arid Soils: Not Just Another Good Idea, Timothy Flynn

Best Practices for Community and Environmental Protection (October 14)

Presenter: Dr. Timothy Flynn, Primordial Solutions Inc.

42 slides


Slides: Energy By Design: Possible Bmp For Mitigation Planning, Dave Gann Oct 2009

Slides: Energy By Design: Possible Bmp For Mitigation Planning, Dave Gann

Best Practices for Community and Environmental Protection (October 14)

Presenter: Dave Gann, The Nature Conservancy

15 slides