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Articles 1 - 30 of 292
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
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
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 of …
Rethinking Minority Business Development Strategies, Robert E. Suggs
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 agency, …
Competition Policy And Comparative Corporate Governance Of State-Owned Enterprises, D. Daniel Sokol
Competition Policy And Comparative Corporate Governance Of State-Owned Enterprises, D. Daniel Sokol
BYU Law Review
No abstract provided.
Virtual Intermediaries Ii - Canadian Solutions (Drop Shipments) Compared With Us, Japanese & Eu Approaches, Richard Thompson Ainsworth
Virtual Intermediaries Ii - Canadian Solutions (Drop Shipments) Compared With Us, Japanese & Eu Approaches, Richard Thompson Ainsworth
Faculty Scholarship
Virtual travel agents are opportunistic internet-based travel agents. They are intermediary businesses that create mutually beneficial three-party transactions that secure accommodations for a traveler that: (a) meet the basic needs of the traveler (at a discount), (b) fills vacant room for accommodation retailers with guests that pay below market, but above standard costs, and (c) profit from the extra cash, the margin in the transaction.
The virtual intermediary’s eye is always on the discount and the cash flow. One of the things that catches their attention are the accommodation taxes which they collect from the traveler in advance and remit …
Law And Finance: Inaccurate, Incomplete, And Important, Ruth V. Aguilera, Cynthia A. Williams
Law And Finance: Inaccurate, Incomplete, And Important, Ruth V. Aguilera, Cynthia A. Williams
BYU Law Review
No abstract provided.
Legal Origins And The Tasks Of Corporate Law In Economic Development: A Preliminary Exploration, John Ohnesorge
Legal Origins And The Tasks Of Corporate Law In Economic Development: A Preliminary Exploration, John Ohnesorge
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
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 …
Contemporary Legal Transplants: Legal Families And The Diffusion Of (Corporate) Law, Holger Spamann Spamann
Contemporary Legal Transplants: Legal Families And The Diffusion Of (Corporate) Law, Holger Spamann Spamann
BYU Law Review
No abstract provided.
Bonding Limited Liability, Robert J. Rhee
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 …
The New Concept Of Loyalty In Corporate Law, Andrew S. Gold
The New Concept Of Loyalty In Corporate Law, Andrew S. Gold
Faculty Scholarship
No abstract provided.
U.S. Chamber Of Commerce Liability Survey: Inaccurate, Unfair, And Bad For Business, Theodore Eisenberg
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. Two factors …
Fighting Freestyle: The First Amendment, Fairness, And Corporate Reputation, Rebecca Tushnet
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 …
Business Associations, Paul A. Quirós, Lynn S. Scott, William S. Smoak Jr.
Business Associations, Paul A. Quirós, Lynn S. Scott, William S. Smoak Jr.
Mercer Law Review
This Article surveys noteworthy cases in the areas of corporate, limited liability company, partnership, agency, and joint venture law decided between June 1, 2008 and May 31, 2009 by the Georgia Supreme Court, the Georgia Court of Appeals, the United States Court of Appeals for the Eleventh Circuit, and the United States district courts located in Georgia. In addition, this Article provides an overview of important enactments during the 2009 Session of the Georgia General Assembly to the Official Code of Georgia Annotated (O.C.G.A.) with respect to banking, finance, commerce, corporation, partnership, and business associations statutes.
The Changing Landscape Of Tax Administration: Hot Topics Of Irs Audits Of Partnerships And S Corporations (Slides), Robert D. Schachat, Deborah M. Nolan
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.
Making Chicken Salad - Monetizing Tax Losses (Slides), Steven M. Friedman, Glenn M. Johnson
Making Chicken Salad - Monetizing Tax Losses (Slides), Steven M. Friedman, Glenn M. Johnson
William & Mary Annual Tax Conference
No abstract provided.
Debt Workouts For Partnerships And S Corporations (Slides), Peter J. Genz
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
Beyond First Blushes And Gut Reactions: Planning For The Coming Tax Increases (Slides), Mitchell A. Drossman
William & Mary Annual Tax Conference
No abstract provided.
Corporate Law And The Current Financial Crunch, Christine G. Ondimu
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 congress …
Corporate And Business Law, Laurence V. Parker
Corporate And Business Law, Laurence V. Parker
University of Richmond Law Review
No abstract provided.
Consumer Interest In Corporate Law, David Yosifon
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
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 …
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
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: Comprehensive Drilling Plans, Dave Neslin
Slides: Comprehensive Drilling Plans, Dave Neslin
Best Practices for Community and Environmental Protection (October 14)
Presenter: Dave Neslin, Director, Colorado OIl and Gas Conservation Commission (COGCC)
8 slides
Slides: Rifle, Silt, New Castle Community Development Plan: A Collaborative Planning Approach To Natural Gas Development, Peggy Utesch
Slides: Rifle, Silt, New Castle Community Development Plan: A Collaborative Planning Approach To Natural Gas Development, Peggy Utesch
Best Practices for Community and Environmental Protection (October 14)
Presenter: Peggy Utesch, Movin' Forward Consulting
25 slides
Slides: Innovative Best Practices For The Western Slope: Stormwater Management Solutions And Philosophy For The Oil And Gas Industry, Kyle N. Schildt
Slides: Innovative Best Practices For The Western Slope: Stormwater Management Solutions And Philosophy For The Oil And Gas Industry, Kyle N. Schildt
Best Practices for Community and Environmental Protection (October 14)
Presenter: Kyle N. Schildt, P.E., LT Environmental, Inc.
12 slides
Slides: Bmp Project, Kent Kuster
Slides: Bmp Project, Kent Kuster
Best Practices for Community and Environmental Protection (October 14)
Presenter: Kent Kuster, Consultation Coordinator, Colorado Department of Public Health and Environment (CDPHE)
17 slides
Slides: Intermountain Oil And Gas Bmp Project, Kathryn Mutz
Slides: Intermountain Oil And Gas Bmp Project, Kathryn Mutz
Best Practices for Community and Environmental Protection (October 14)
Presenter: Kathryn Mutz, Natural Resources Law Center
19 slides
Slides: The Use Of Terrestrial Cyanobacteria For The Rehabilitation Of Arid Soils: Not Just Another Good Idea, Timothy Flynn
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
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