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Articles 1 - 20 of 20
Full-Text Articles in Law
Corporate Distributions To Shareholders In Delaware And In Israel, Anat Urman
Corporate Distributions To Shareholders In Delaware And In Israel, Anat Urman
LLM Theses and Essays
This thesis considers the corporate legal systems of Israel and Delaware as they address the subject of corporate distributions to shareholders. The thesis reviews the significance of cash dividends and the acquisition by corporations of their own stock, in the management and survival of corporations, the effect they have on the disposition of creditors, and the extent to which they are restricted by operation of law. The thesis demonstrates how dividends and share repurchases may translate into a transfer of value from creditors to shareholders. It considers the effectiveness of the legal capital in securing creditors’ interest, and concludes that …
Proposal For Linking Culpability And Causation To Ensure Corporate Accountability For Toxic Risks, Thomas O. Mcgarity
Proposal For Linking Culpability And Causation To Ensure Corporate Accountability For Toxic Risks, Thomas O. Mcgarity
William & Mary Environmental Law and Policy Review
No abstract provided.
Problem-Setting And Serving The Organizational Client: Legal Diagnosis And Professional Independence, Robert Eli Rosen
Problem-Setting And Serving The Organizational Client: Legal Diagnosis And Professional Independence, Robert Eli Rosen
University of Miami Law Review
No abstract provided.
Tax Competition And E-Commerce, Reuven S. Avi-Yonah
Tax Competition And E-Commerce, Reuven S. Avi-Yonah
Articles
In the last four years, there has been increasing concern by developed countries about the potential erosion of the corporate income tax base by "harmful tax competition" (in the European Union since 1997, in the OECD since 1998). However, the data on tax competition available to date present a mixed and somewhat puzzling picture. On the one hand, there is considerable evidence that effective corporate income tax rates in many countries have been declining, and that the worldwide effective tax rates on multinational enterprises (MNEs) have been going down as well. On the other hand, macroeconomic data from developed countries …
Bracketed Flexibility: Standards Of Performance Level The Playing Field, Claire Moore Dickerson
Bracketed Flexibility: Standards Of Performance Level The Playing Field, Claire Moore Dickerson
Claire Moore Dickerson
Experiments in behavioral economics suggest that legal constraints do reduce uncertainty, thus justifying the use of standards of performance and challenging assertions that regulation of this nature is inefficient.
Aggregation, Auctions, And Other Developments In The Selection Of Lead Counsel Under The Pslra, Jill E. Fisch
Aggregation, Auctions, And Other Developments In The Selection Of Lead Counsel Under The Pslra, Jill E. Fisch
All Faculty Scholarship
No abstract provided.
Berle And Means Reconsidered At The Century's Turn, William W. Bratton
Berle And Means Reconsidered At The Century's Turn, William W. Bratton
All Faculty Scholarship
No abstract provided.
Capital Punishment: Corporate Criminal Liability For Gross Violations Of Human Rights, Diane Marie Amann
Capital Punishment: Corporate Criminal Liability For Gross Violations Of Human Rights, Diane Marie Amann
Scholarly Works
These remarks were presented on February 24, 2001, in a panel concluding a conference entitled "Holding Multinational Corporations Responsible Under International Law" at Hastings College of the Law, San Francisco, California.
Is International Bankruptcy Possible?, Frederick Tung
Is International Bankruptcy Possible?, Frederick Tung
Michigan Journal of International Law
Although international business firms proliferate, there is no international bankruptcy system. Instead, bankruptcy law remains a matter for individual states. The failure of a multinational firm therefore raises difficult questions of conflict and cooperation among national bankruptcy laws. In the discourse over the appropriate design for an international bankruptcy system, universalism has long held sway as the dominant idea, embraced nearly universally by bankruptcy scholars. Universalism offers a simple and elegant blueprint for international bankruptcy. Under universalism, the bankruptcy regime of the debtor firm's home country would govern worldwide, enjoying global reach to treat all of the debtor's assets and …
Technoliability: Corporate Websites, Hyperlinks, And Rule 10(B)-5, Mason Miller
Technoliability: Corporate Websites, Hyperlinks, And Rule 10(B)-5, Mason Miller
Washington and Lee Law Review
No abstract provided.
Corporate Defense Law For Dispersed Ownership, Nicholas L. Georgakopoulos
Corporate Defense Law For Dispersed Ownership, Nicholas L. Georgakopoulos
Hofstra Law Review
The Delaware law regarding defensive tactics has a consistent and unnoticed undercurrent: it favors defenses against attacks that would concentrate corporate ownership. Similar trends seem to be developing in European merger and acquisition law, but they have a different flavor. Europe tries to foster dispersed ownership by discouraging defenses because it starts from an environment of concentrated ownership. Professor Georgakopoulos argues that pursuit of dispersed ownership is justified from an economic perspective and that defenses are intimately related with dispersed ownership. The "semi-entrenched" control that Delaware provides and that firms consistently choose in IPO's and prefer compared to golden parachutes …
Two Observations On Holocaust Claims, William W. Bratton
Two Observations On Holocaust Claims, William W. Bratton
All Faculty Scholarship
No abstract provided.
The Very Uncertain Prospect Of 'Global' Convergence In Corporate Governance, Douglas M. Branson
The Very Uncertain Prospect Of 'Global' Convergence In Corporate Governance, Douglas M. Branson
Articles
Elites in the United States legal academy have been uniform in their prediction of "global" convergence on a single model of governance for large publicly held corporations. That model is, of course, the U.S. model. The evidence, though, is only of some trans Atlantic convergence with an outlier here or there. Moreover, the existing scholarship is culturally and economically insensitive. U.S. style corporate governance, with its requirements for truly independent directors who will confront and remove badly performing CEOs, and which has as an element lawsuits brought by activist shareholders, is simply inappropriate for many cultural settings. Post Confucian and …
A Property Theory Perspective On Russian Enterprise Reform, Michael Heller
A Property Theory Perspective On Russian Enterprise Reform, Michael Heller
Book Chapters
Why have Russian enterprises performed so poorly since privatization? This is a problem with many answers, each independently sufficient: the bleak mix includes vacillating macroeconomic policy, endemic corruption, a corrosive tax structure, poor human capital, and so forth. Even well-performing companies must hide good results because visible profits or dividends provoke confiscatory taxation and mafia visits. In such a difficult environment, the rule of law generally, and corporate governance in particular, may seem not to count. Macroeconomic implosions dwarf subtle distinctions in corporate dividend rules or minority voting rights.
Globalization And Tax Competition: Implications For Developing Countries, Reuven S. Avi-Yonah
Globalization And Tax Competition: Implications For Developing Countries, Reuven S. Avi-Yonah
Articles
This article analyses the effects of tax competition on developing countries. Since the 1980s, globalization and greater capital mobility have led many developing countries to adopt the policy of competing with one another to attract capital investment. One of the main forms taken by this competition has been the granting of tax holidays and other tax reductions to investing multinationals. This paper reviews the normative arguments for and against this type of tax competition, from a global perspective. It then examines these arguments in depth from the point of view of developing countries. The conclusion in general is that, since …
The U.S. Treasury's Subpart F Report: Plus Ça Change, Plus C'Est La Même Chose?, Reuven S. Avi-Yonah
The U.S. Treasury's Subpart F Report: Plus Ça Change, Plus C'Est La Même Chose?, Reuven S. Avi-Yonah
Articles
On 29 December 2000, the U.S. Treasury Department released its long-awaited study of Subpart F, entitled “The Deferral of Income Earned through U.S. Controlled Foreign Corporations." This study was commenced in the aftermath of the controversy that ensued from the issuance and subsequent withdrawal of Notice 98-11. The study was originally expected to be issued in 1999 in response to the report published that year by the National Foreign Trade Council, which advocated significant changes in Subpart F. The Treasury Study’s delayed issuance at the end of the Clinton Administration means that it only has (at best) persuasive force for …
Has The Fog Cleared - Attorney Work Product And The Attorney-Client Privilege: Texas's Complete Transition Into Full Protection Of Attorney Work In The Corporate Context., Fred A. Simpson
St. Mary's Law Journal
The following discussion in this Article fills the gaps in the substantive rules surrounding the attorney work product doctrine and the attorney-client privilege, thereby encouraging practitioners to utilize these tools more freely. Initially, the attorney-client privilege contemplated application only to individuals. As the rule developed in the United States, however, the scope of the privilege broadened until it included corporations. Since 1982, Texas has provided for the attorney-client privilege in Texas Rule of Civil Evidence 503.149. Notably, the Rule defined client in such a way as to include a corporation. Unlike the attorney-client privilege, the work product doctrine developed much …
Globalization And Tax Competition: Implications For Developing Countries, Reuven S. Avi-Yonah
Globalization And Tax Competition: Implications For Developing Countries, Reuven S. Avi-Yonah
Articles
The current age of globalization can be distinguished from the previous one (from 1870 to 1914) by the much higher mobility of capital than labor (in the previous age, before immigration restrictions, labor was at least as mobile as capital). This increased mobility has been the result of technological changes (the ability to move funds electronically), and the relaxation of exchange controls. The mobility of capital has led to tax competition, in which sovereign countries lower their tax rates on income earned by foreigners within their borders in order to attract both portfolio and direct investment. Tax competition, in turn, …
Berle And Means Reconsidered At The Century's Turn, William W. Bratton
Berle And Means Reconsidered At The Century's Turn, William W. Bratton
Georgetown Law Faculty Publications and Other Works
Part I places Berle and Means in the context of the legal theory of its day by comparing the work of Dewey on the theory of the firm and Douglas on corporate reorganization. This discussion highlights two progressive assumptions Berle and Means shared with these business law contemporaries-a confidence in the efficacy of judicial intervention to vindicate distributive policies and a distrust of the institution of contract. These assumptions would, in the long run, cause the book's prescription to land wide of the mark. After 1980, Berle and Means lost their paradigmatic status due to a combination of skepticism respecting …
"True Human Community": Catholic Social Thought, Aristotelian Ethics, And The Moral Order Of The Business Company, Scott T. Fitzgibbon
"True Human Community": Catholic Social Thought, Aristotelian Ethics, And The Moral Order Of The Business Company, Scott T. Fitzgibbon
Scott T. FitzGibbon
No abstract provided.