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Articles 121 - 137 of 137
Full-Text Articles in Law
Double Tax Treaties: An Introduction, Reuven S. Avi-Yonah
Double Tax Treaties: An Introduction, Reuven S. Avi-Yonah
Book Chapters
The existing network of more than 2,500 bilateral double tax treaties (DTTs) represents an important part of international law. The current DTTs are all based on two models, the Organisation for Economic Co-operation and Development (OECD) and United Nations (UN) model DTTs, which in turn are based on models developed by the League of Nations between 1927 and 1946. Despite some differences that will be discussed below, all DTTs are remarkably similar in the topics covered (even the order of articles are always the same) and in their language. About 75% of the actual words of any given DTT are …
Competing Narratives In Corporate Bankruptcy: Debtor In Control Vs. No Time To Spare, David A. Skeel Jr.
Competing Narratives In Corporate Bankruptcy: Debtor In Control Vs. No Time To Spare, David A. Skeel Jr.
All Faculty Scholarship
When a company like Chrysler or United Airlines files for bankruptcy, it offers narrative explaining the way out of its predicament. In support of its claim that the business is worth saving, the company may argue that it simply needs time to renegotiate its obligations with its creditors. Alternatively, it may say that asset values are deteriorating rapidly and it is imperative that the bankruptcy court immediately approve a sale of the company, or some other rapid disposition. These two possibilities correspond to the principal resolution narratives in current Chapter 11 bankruptcy practice, which I refer to as Debtor in …
How To Prevent Hard Cases From Making Bad Law: Bear Stearns, Delaware And The Strategic Use Of Comity, Marcel Kahan, Edward B. Rock
How To Prevent Hard Cases From Making Bad Law: Bear Stearns, Delaware And The Strategic Use Of Comity, Marcel Kahan, Edward B. Rock
All Faculty Scholarship
The Bear Stearns/JP Morgan Chase merger placed Delaware between a rock and a hard place. On the one hand, the deal’s unprecedented deal protection measures – especially the 39.5% share exchange agreement – were probably invalid under current Delaware doctrine because they rendered the Bear Stearns shareholders’ approval rights entirely illusory. On the other hand, if a Delaware court were to enjoin a deal pushed by the Federal Reserve and the Treasury and arguably necessary to prevent a collapse of the international financial system, it would invite just the sort of federal intervention that would undermine Delaware’s role as the …
Unentrapped, William W. Bratton
Neoclassicism And The Separation Of Ownership And Control, Herbert J. Hovenkamp
Neoclassicism And The Separation Of Ownership And Control, Herbert J. Hovenkamp
All Faculty Scholarship
"Separation of ownership and control" is a phrase whose history will forever be associated with Adolf A. Berle and Gardiner C. Means' The Modern Corporation and Private Property (1932), as well as with Institutionalist economics, Legal Realism, and the New Deal. Within that milieu the large publicly held business corporation became identified with excessive managerial power at the expense of stockholders, social irresponsibility, and internal inefficiency. Neoclassical economists both then and ever since have generally been critical, both of the historical facts that Berle and Means purported to describe and of the conclusions that they drew. In fact, however, within …
Prosecuting Worker Endangerment: The Need For Stronger Criminal Penalties For Violations Of The Occupational Safety And Health Act, David M. Uhlmann
Prosecuting Worker Endangerment: The Need For Stronger Criminal Penalties For Violations Of The Occupational Safety And Health Act, David M. Uhlmann
Articles
A recent spate of construction deaths in New York City, similar incidents in Las Vegas, and scores of fatalities in recent years at mines and industrial facilities across the country have highlighted the need for greater commitment to worker safety in the United States and stronger penalties for violators of the worker safety laws. Approximately 6,000 workers are killed on the job each year1—and thousands more suffer grievous injuries—yet penalties for worker safety violations remain appallingly small, and criminal prosecutions are almost non-existent. In recent years, most of the criminal prosecutions for worker safety violations have been brought by the …
Domestic Effects Of The Foreign Activities Of U.S. Multinationals, Mihir A. Desai, C. Fritz Foley, James R. Hines Jr.
Domestic Effects Of The Foreign Activities Of U.S. Multinationals, Mihir A. Desai, C. Fritz Foley, James R. Hines Jr.
Articles
Do firms investing abroad simultaneously reduce their domestic activity? This paper analyzes the relationship between the domestic and foreign operations of US manufacturing firms between 1982 and 2004 by instrumenting for changes in foreign operations with GDP growth rates of the foreign countries in which they invest. Estimates produced using this instrument indicate that 10 percent greater foreign investment is associated with 2.6 percent greater domestic investment, and 10 percent greater foreign employee compensation is associated with 3.7 percent greater domestic employee compensation. These results do not support the popular notion that expansions abroad reduce a firm’s domestic activity, instead …
London As Delaware?, Adam C. Pritchard
London As Delaware?, Adam C. Pritchard
Articles
In the United States, state corporate law determines most questions of internal corporate governance - the role of directors; the allocation of authority between directors, managers, and shareholders; etc. - while federal law governs questions of disclosure to shareholders - annual reports, proxy statements, and periodic filings. Despite substantial incursions by Congress, most recently with the Sarbanes-Oxley Act, this dividing line between state and federal law persists, so state law arguably has the most immediate effect on corporate governance outcomes.
Allocating Business Profits For Tax Purposes: A Proposal To Adopt A Formulary Profit Split, Reuven S. Avi-Yonah, Kimberly A. Clausing, Michael C. Durst
Allocating Business Profits For Tax Purposes: A Proposal To Adopt A Formulary Profit Split, Reuven S. Avi-Yonah, Kimberly A. Clausing, Michael C. Durst
Articles
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 shifting of …
The Challenge To Delaware's Preeminence In Corporate Law, Lawrence Hamermesh
The Challenge To Delaware's Preeminence In Corporate Law, Lawrence Hamermesh
Lawrence A. Hamermesh
This short essay suggests that the focus on federal-state jurisdictional conflict over regulation of corporate governance in the U.S. is misplaced, and that declining levels of IPO's in the U.S. should be a concern shared by lawmakers at both state and federal levels. Those who reflexively advocate inflexible federal governance rules of wide application -- as opposed to regulatory reforms aimed carefully at unboundedly risky financial practices -- should prevail only upon a clear understanding that the potential benefits of such governance rules outweigh the risks associated with them.
Rationalizing Appraisal Standards In Compulsory Buyouts, Lawrence Hamermesh, Michael Wachter
Rationalizing Appraisal Standards In Compulsory Buyouts, Lawrence Hamermesh, Michael Wachter
Lawrence A. Hamermesh
This Article makes several contributions to the literature on Delaware appraisal law. We first argue that the "going concern value" standard adopted by the Delaware courts as the measure of "fair value" in share valuation proceedings is superior to its two main competitors, market value and third-party sale value, on grounds of both fairness and efficiency. Application of the going concern value standard has two important consequences. First, it is critical that going concern value be measured in a way that includes not only the present value of the existing assets of the corporation, but also the present value of …
Invisible Ink In The Eighth Arrondissement, Karl T. Muth
Invisible Ink In The Eighth Arrondissement, Karl T. Muth
Karl T Muth
IMPORTANT: This document may prompt you for a username and password. If this occurs, please simply click "cancel" and the document will load. Thank you. This Article deals with the history of the secret contract that governs the distribution of economic rents enjoyed by Formula One. It further explores the environment in which this secret contract evolved and briefly discusses applications for secret contracts in other scenarios and industries.
With Avarice Aforethought: Insider Trading And 10b5-1 Plans, Karl T. Muth
With Avarice Aforethought: Insider Trading And 10b5-1 Plans, Karl T. Muth
Karl T Muth
The 10b5-1 plan and its growing popularity create a variety of governance problems and temptations for executives at publicly-traded corporations. The thought, in creating a safe harbor for such plans, was to allow insiders to diversify their individual holdings while in possession of nonpublic, material information. The 10b5-1 plan allows the actual liquidation transaction to occur while the plan participant is in possession of inside information, so long as the orders or instructions causing the trade were created as part of a "plan" that predates the insider's acquisition of the pertinent information. This creates a sort of time machine, where …
Corporations Are People Too: A Multi-Dimensional Approach To The Corporate Personhood Puzzle, Susanna K. Ripken
Corporations Are People Too: A Multi-Dimensional Approach To The Corporate Personhood Puzzle, Susanna K. Ripken
Susanna K. Ripken
The recent controversy over the billions of dollars authorized by Congress to bail out some of the nation’s largest corporations has illuminated a debate about the nature and role of corporations in our society. This debate involves fundamental questions about what or who it is exactly we are trying to save with bailout money. Has the corporation’s presence become such an integral part of our lives that its status obligates us to treat it as a “person” worth saving. Legal theorists have long puzzled over the nature of the corporate person and the value of calling the corporation a person …
More Private Equity, Less Government Subsidy, And More Tax Efficiency In Urban Revitalization, Roger M. Groves
More Private Equity, Less Government Subsidy, And More Tax Efficiency In Urban Revitalization, Roger M. Groves
Roger M. Groves
MORE PRIVATE EQUITY, LESS GOVERNMENT SUBSIDY, AND MORE TAX EFFICIENCY IN URBAN REVITALIZATION: Modeling Profitable Philanthropy and Investment Incentives In hopes of revitalizing depressed urban areas, US tax policy has been to use tax credits as a major incentive to induce private equity re-investment. But those give away subsidies to private investors have failed to have transformative effects, and come at a price in the billions to the public treasury. This article seeks a shift in the tax policy paradigm to increase the private equity investment, while reducing tax subsidy dependence. For the philanthropic urban investor, the short term incentive …
Corporations Are People Too: A Multi-Dimensional Approach To The Corporate Personhood Puzzle, Susanna K. Ripken
Corporations Are People Too: A Multi-Dimensional Approach To The Corporate Personhood Puzzle, Susanna K. Ripken
Susanna K. Ripken
The recent controversy over the billions of dollars authorized by Congress to bail out some of the nation’s largest corporations has illuminated a debate about the nature and role of corporations in our society. This debate involves fundamental questions about what or who it is exactly we are trying to save with bailout money. Has the corporation’s presence become such an integral part of our lives that its status obligates us to treat it as a “person” worth saving. Legal theorists have long puzzled over the nature of the corporate person and the value of calling the corporation a person …
A Single Theory Of Limited Liability Companies: An Evolutionary Analysis, Thomas E. Geu
A Single Theory Of Limited Liability Companies: An Evolutionary Analysis, Thomas E. Geu
Thomas E. Geu
No abstract provided.