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Corporations

2008

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Articles 1 - 30 of 121

Full-Text Articles in Law

Allocating Business Profits For Tax Purposes: A Proposal To Adopt A Formulary Profit Split, Reuven S. Avi-Yonah, Kimberly A. Clausing, Michael C. Durst Dec 2008

Allocating Business Profits For Tax Purposes: A Proposal To Adopt A Formulary Profit Split, Reuven S. Avi-Yonah, Kimberly A. Clausing, Michael C. Durst

Law & Economics Working Papers Archive: 2003-2009

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 ...


The Road To Becoming A Close Corporation, Yu-Chen Chen Dec 2008

The Road To Becoming A Close Corporation, Yu-Chen Chen

Yu-Chen Chen Esq.

The Road to Becoming a Close Corporation: A Comparative Analysis of the“Shareholders Agreement” in the United States, Japan, and Taiwan*

Chih-Cheng, Wang** Chen Yu-Chen***

Abstract The term “close corporation” has been defined in a variety of ways by various authorities and commentators. In close corporations, shareholders have difficulty determining the market value for their shares, and they have even more difficulty finding a willing outside buyer for a minority stake, whether restrictions are detailed in the articles of incorporation or a written shareholders agreement. In dealing with the unique features of a close corporation, the Model Statutory Close Corporation ...


Corporate Ethics In A Devilish System, Kent Greenfield Dec 2008

Corporate Ethics In A Devilish System, Kent Greenfield

Boston College Law School Faculty Papers

Prepared for a roundtable on corporate ethics at the University of Maryland School of Law, this essay argues that discussions of corporate ethics that focus on mere compliance with law are too narrow. While an emphasis on legal compliance is indeed crucial, a dedication to legality standing alone is hardly a robust sense of ethics, corporate or otherwise. Whether one takes guidance from religious norms or from secular philosophers, there are significant areas of agreement as to what amounts to ethical behavior: acting with due care for others; taking responsibility for the effect of one's actions; being honest; considering ...


The Disaster At Bhopal: Lessons For Corporate Law?, Kent Greenfield Dec 2008

The Disaster At Bhopal: Lessons For Corporate Law?, Kent Greenfield

Boston College Law School Faculty Papers

Prepared for a conference at New England Law School marking the upcoming twenty-fifth anniversary of the disaster at Bhopal, this essay asks whether we have anything still to learn from what occurred in the early morning hours in Bhopal on December 3, 1984, and in the hours, days, and weeks that followed. Is there reason to believe, for example, that corporations have a tendency to create the context in which such disasters are more likely? More recent corporate behavior poses the same question, whether it pertains to environmental destruction, injuries to consumers, collusion with illegal governmental activities, or financial malfeasance ...


Corporate Social Responsibility And Workers’ Rights, Lance A. Compa Dec 2008

Corporate Social Responsibility And Workers’ Rights, Lance A. Compa

Lance A Compa

[Excerpt] Corporate social responsibility (CSR) brings an important dimension to the global economy. CSR can enhance human rights, labor rights, and labor standards in the workplace by joining consumer power and socially responsible business leadership—not just leadership in Nike headquarters in Oregon or Levi Strauss headquarters in California, but leadership in trading house headquarters in Taiwan and Hong Kong, and leadership at the factory level in Dongguan and Shenzhen. Ten years ago, I would not have said this. I viewed corporate social responsibility and corporate codes of conduct as public relations maneuvers to pacify concerned consumers. Behind a facade ...


The Impact Of "Going Private" On Corporate Stakeholders, Kent Greenfield Dec 2008

The Impact Of "Going Private" On Corporate Stakeholders, Kent Greenfield

Boston College Law School Faculty Papers

As capital markets in the United States increasingly "go private," it is unclear how the privatization of corporate finance will affect non-shareholder stakeholders of firms, most centrally employees, communities, and the environment. Some scholars and public policy experts believe that concern for such stakeholders should not hold any relevance in the discussion of corporate law in general, and thus may be presumed to believe the same about a conversation about privatization. In such a view, these concerns lie outside the realm of corporate governance law; they therefore should be of no great moment in the debate over whether public policy ...


Discovering The Role Of The Firm: The Separation Criterion And Corporate Law, Daniel F. Spulber Dec 2008

Discovering The Role Of The Firm: The Separation Criterion And Corporate Law, Daniel F. Spulber

Daniel F Spulber

Professor Daniel F. Spulber presents a theory of the firm based on the ability to separate the objectives of the firm from those of its owners. He introduces a separation criterion which defines a firm as a transaction institution such that the consumption objectives of the institution’s owners can be separated from the objectives of the institution itself. The separation criterion provides a bright line distinction between firms and other types of transaction institutions. Firms under this criterion include profit-maximizing sole proprietorships, corporations, and limited-liability partnerships. Institutions that are not classified as firms include contracts, clubs, workers’ cooperatives, buyers ...


Judicial Activism V. Judicial Abdication: A Plea For A Return To The Lochner Era Substantive Due Process Methodology, Brandon S. Swider Dec 2008

Judicial Activism V. Judicial Abdication: A Plea For A Return To The Lochner Era Substantive Due Process Methodology, Brandon S. Swider

Chicago-Kent Law Review

Amid the fierce battles that take place during the confirmation process of a Supreme Court justice, surprisingly little attention is given to the fact that both sides of the political spectrum generally agree on a matter of profound constitutional importance—namely, the proper level of scrutiny courts are to exact with respect to state and federal legislation. Presently, and for the better part of the last 70 years, the dominant attitude among judicial conservatives and liberals alike is that courts have no authority to strictly scrutinize the overwhelming majority of legislation enacted by state and federal legislatures.

This Comment argues ...


Constitutionalizing Class Inequality: Due Process In State Farm, Martha T. Mccluskey Dec 2008

Constitutionalizing Class Inequality: Due Process In State Farm, Martha T. Mccluskey

Buffalo Law Review

This essay takes a step toward building a story of economic class in U.S. constitutional law, as part of a special essay issue of the Buffalo Law Review developed from a series of workshops titled ClassCrits: Toward a Critical Analysis of Economic Inequality, sponsored by the Baldy Center for Law and Social Policy at the University at Buffalo. The essay focuses on the 2003 U.S. Supreme Court decision in State Farm Mutual Insurance Co. v. Campbell, one of a series of recent cases using the due process clause of the 14th Amendment to limit punitive damage awards against ...


Ultra Vires Statutes: Alive, Kicking, And A Means Of Circumventing The Scalia Standing Gauntlet In Environmental Litigation, Adam J. Sulkowski Nov 2008

Ultra Vires Statutes: Alive, Kicking, And A Means Of Circumventing The Scalia Standing Gauntlet In Environmental Litigation, Adam J. Sulkowski

Adam J. Sulkowski

This article makes a critical contribution to the fields of environmental and corporate law. It explains a problem in the citizen enforcement of environmental statutes: the issue of how to establish and secure standing to sue. The article then recommends a novel solution based in corporate law: the application of ultra vires statutes. The article significantly contributes to the scholarly literature on ultra vires statutes by: (1) examining thoroughly the history of the ultra vires doctrine, especially in early American history, (2) clarifying that scholars and practitioners should now cite ultra vires statutes rather than the doctrine, (3) reviewing recent ...


The Nonpecuniary Costs Of Sarbanes Oxley, Nicholas V. Vakkur Nov 2008

The Nonpecuniary Costs Of Sarbanes Oxley, Nicholas V. Vakkur

Nicholas v Vakkur

Sarbanes Oxley is widely considered the most comprehensive economic regulation since the New Deal. While research has evaluated its financial costs, relatively little is known about the non-financial impact of the law upon firms. We develop six hypotheses regarding the non-financial impact of Sarbanes Oxley, incorporating learning from a comprehensive literature review across multiple disciplines. To evaluate this theory, an original survey was developed and implemented on a random sample of Fortune 500 firms (n = 206). An ordered probit model was used to quantify the results. While many economists consider business surveys to be at least as important as official ...


Who Needs The Stock Market? Part I: The Empirical Evidence, Lawrence E. Mitchell Oct 2008

Who Needs The Stock Market? Part I: The Empirical Evidence, Lawrence E. Mitchell

Lawrence E. Mitchell

Data on historical and current corporate finance trends drawn from a variety of sources present a paradox. External equity has never played a significant role in financing industrial enterprises in the United States. The only American industry that has relied heavily upon external financing is the finance industry itself. Yet it is commonly accepted among legal scholars and economists that the stock market plays a valuable role in American economic life, and a recent, large body of macroeconomic work on economic development links the growth of financial institutions (including, in the U.S, the stock market) to growth in real ...


The Neoclassical Crisis In U.S. Competition Policy, 1890-1960, Herbert Hovenkamp Sep 2008

The Neoclassical Crisis In U.S. Competition Policy, 1890-1960, Herbert Hovenkamp

Herbert Hovenkamp

ABSTRACT The development of marginalist, or neoclassical, economics led to a fifty-year long crisis in competition policy. Given an industrial structure with sufficient fixed costs, competition always became "ruinous," forcing firms to cut prices to marginal cost without sufficient revenue remaining to pay off investment. Early neoclassicists such as Alfred Marshall were not able to solve this problem. As a result many early twentieth century economists were hostile toward the antitrust laws. The ruinous competition debate came to an abrupt end in the early 1930's, when economists Joan Robinson in Great Britain and particularly Edward Chamberlin in the United ...


Hostile Takeovers In Korea: Turning Point Or Sticking Point For Policy Directions, Young-Cheol K. Jeong Sep 2008

Hostile Takeovers In Korea: Turning Point Or Sticking Point For Policy Directions, Young-Cheol K. Jeong

Young-Cheol K. Jeong

While mergers and acquisitions are becoming an important part of Korean economy, poison pills and multiple voting rights are being introduced to deter foreign capital's intrusion to Korean economy. As the Korean economy is dominated by conglomerates with ownership model, this would strengthen the undue power of the founding families. In order to continue to develop the Korean economy with open capitalism, further protection on the incumbent management appointed by the founding families would be abolished, but they should be required to be neutral and ultimately shareholders would have the authority to make a decision of the future the ...


Changing The Paradigm Of Stock Ownership From Concentrated Towards Dispersed Ownership? Evidence From Brazil And Consequences For Emerging Countries, Erica Gorga Sep 2008

Changing The Paradigm Of Stock Ownership From Concentrated Towards Dispersed Ownership? Evidence From Brazil And Consequences For Emerging Countries, Erica Gorga

Cornell Law Faculty Working Papers

This paper analyzes micro-level dynamics of changes in ownership structures. It investigates a unique event: changes in ownership patterns currently taking place in Brazil. It builds upon empirical evidence to advance theoretical understanding of how and why concentrated ownership structures can change towards dispersed ownership.

Commentators argue that the Brazilian capital markets are finally taking off. The number of listed companies and IPOs in the Sao Paulo Stock Exchange (Bovespa) has greatly increased. Firms are migrating to Bovespa’s special listing segments, which require higher standards of corporate governance. Companies have sold control in the market, and the stock market ...


Women And The "New" Corporate Governance, Lisa M. Fairfax, Paula A. Monopoli Sep 2008

Women And The "New" Corporate Governance, Lisa M. Fairfax, Paula A. Monopoli

Paula A Monopoli

No abstract provided.


Blueprint For Teaching Skills In Practicum And Seminar Courses Using Technology, Andrea L. Johnson Sep 2008

Blueprint For Teaching Skills In Practicum And Seminar Courses Using Technology, Andrea L. Johnson

Andrea L Johnson

Abstract: “Blueprint for Teaching Skills in Practicum and Seminar Courses Using Technology” By Professor Andrea L. Johnson, alj@cwsl.edu California Western School of Law 225 Cedar St. San Diego, CA 92101 (619) 525-1474 This article focuses on how to teach skills in practicum and seminar courses using technology. The author conducted a Classroom Assessment Study (“Study”) with 126 students in Business Planning and Telecommunications between 2006-2008. Classroom Assessment is a concept in higher education that uses feedback from students about how they learn from different teaching methods to help them learn skills more effectively. The Study deconstructs the classroom ...


The Securities Act At Its Diamond Jubilee: Renewing The Case For A Robust Registration Requirement, Vicky J. Daniels Sep 2008

The Securities Act At Its Diamond Jubilee: Renewing The Case For A Robust Registration Requirement, Vicky J. Daniels


No abstract provided.


Money Theory And Corporate Finance: From The “Distribution Of Wealth” To The “Distribution Of Dreams”, Irit Haviv-Segal Sep 2008

Money Theory And Corporate Finance: From The “Distribution Of Wealth” To The “Distribution Of Dreams”, Irit Haviv-Segal

Irit Haviv-segal

The globalization of capital markets manifests the triumph of the corporation, as a form of organization, over the State. International corporations both weaken states' ability to monitor human activities, and require states to surrender portions of their sovereignty. This article inquires into the sources of this phenomenon. In particular, my main claim is that in enabling incorporation, the State, in fact, surrendered its monopoly over the production of money, and allowed other institutions to produce monetary units as well. The development and growth of giant corporations is directly linked to this capability.


The New Basel Accord: Taking Cues From The Asian Financial Crisis, Megha Sharma Sep 2008

The New Basel Accord: Taking Cues From The Asian Financial Crisis, Megha Sharma

Megha Sharma

In complex financial relations, banks have a crucial role to play. They are the promoters of growth and they contribute in strengthening economies. For the same reason, considerable emphasis is laid on ensuring that banks do not default. Banks are the custodians of savings and generator of funds. At the international front, a crucial initiative in this direction was taken by the Basel Committee on Banking Supervision. The Basel Committee has come out with two Accords till date, namely, the International Convergence of Capital Measurement and Capital Standards, released in 1988 and International Convergence of Capital Measurement and Capital Standards ...


Supplying The Adverb: Corporate Risk-Taking And The Business Judgment Rule, David Rosenberg Sep 2008

Supplying The Adverb: Corporate Risk-Taking And The Business Judgment Rule, David Rosenberg

David Rosenberg

The business judgment rule precludes judicial review of most decisions by corporate directors. The rule is necessary to protect directors from potential liability for “good faith” decisions that ultimately end in failure. Courts and legal commentators have long emphasized the importance that the rule has in promoting the kind of risk-taking by corporations that has resulted in new ideas, new technologies and new markets. In recent years, Delaware courts have shown so much deference to risk-taking that they have misapplied the still-evolving doctrine of good faith. Professor Rosenberg argues that courts should use the same standards of good faith to ...


Standing Under Section 10(B) And Rule 10b-5: The Continued Validity Of The Forced Seller Exception To The Purchaser-Seller Requirement, Eric C. Chaffee Aug 2008

Standing Under Section 10(B) And Rule 10b-5: The Continued Validity Of The Forced Seller Exception To The Purchaser-Seller Requirement, Eric C. Chaffee

Eric C. Chaffee

Congress drafted section 10(b) of the Securities and Exchange Act of 1934 as a “catchall” antifraud provision to combat a wide variety of manipulative and deceptive activities that can occur in connection with the purchase or sale of a security. Based upon the power granted under section 10(b), the Security and Exchange Commission (“SEC”) enacted Rule 10b-5, and these provisions have become powerful tools in fighting securities fraud. Although Congress explicitly charged the SEC with enforcement of section 10(b) and Rule 10b-5, the Supreme Court of the United States has held that a private right of action ...


Corporate Philanthropy And The Market For Altruism, Todd Henderson, Anup Malani Aug 2008

Corporate Philanthropy And The Market For Altruism, Todd Henderson, Anup Malani

Todd Henderson

Academics and businesspeople have long debate the merits of corporate philanthropy. It is our contention that this debate is too narrowly focused on the role of corporations. There is a robust market for philanthropic works – which we call the market for altruism – in which non-profit organizations, the government, and for-profit corporations compete to do good works. We describe this market and the role corporations play in satisfying the demand for altruism. We conclude that corporations should only engage in philanthropy when they have a comparative advantage over non-profits and the government. Moreover, the government must avoid discriminating – particularly when setting ...


Implications Of The Uk Companies Act 2006 For Institutional Investors And The Corporate Social Responsibility Movement, Gordon L. Clark, Eric R. W. Knight Aug 2008

Implications Of The Uk Companies Act 2006 For Institutional Investors And The Corporate Social Responsibility Movement, Gordon L. Clark, Eric R. W. Knight

Eric R Knight

Non-governmental organisations, activists, and the public-at-large hold large firms accountable on many issues including their environmental footprints and the social standards of their suppliers around the world. For those coming from European social democratic traditions, stakeholders have a legitimate voice in the affairs of the corporation especially in two-tiered governance regimes that separate supervision from management. Notwithstanding attempts to re-write their proper roles and responsibilities, the Anglo-American corporation is widely believed to be the medium for the accumulation of shareholder value.

Recently, however, a counter-argument has emerged suggesting that the UK Companies Act 2006 broke with this tradition to embrace ...


Dilution Warrants For Corporate Acquisitions Free Of Private Benefits Of Control, Miguel Augustin Kreling Aug 2008

Dilution Warrants For Corporate Acquisitions Free Of Private Benefits Of Control, Miguel Augustin Kreling

Miguel Kreling

This paper identifies efficiency costs in corporate control auctions distorted by the valuable extractability of private benefits from control of the auctioned firm by potential acquirers. Such costs may entail suboptimal control transfers to the extent that the present value of all future private benefits constitutes an element of the competing bidders’ valuation of the target. To avoid those efficiency costs, this paper proposes a dilution warrants mechanism. The mechanism essentially presumes that control premia relative to the postacquisition target share market price reflects private benefits. Thus, the dilution warrants confer: (1) on the target’s minority shareholders an opportunity ...


For-Profit Philanthropy, Dana Brakman Reiser Aug 2008

For-Profit Philanthropy, Dana Brakman Reiser

Dana Brakman Reiser

This essay examines Google’s adoption of the novel and unorthodox for-profit philanthropy model. Google created a division of its for-profit company that is tasked with pursuing philanthropic activities. Specifically, this division is responsible for addressing the global issues of climate change, poverty, and emerging diseases. Of course, companies have long blended philanthropic and business objectives. They make contributions, commit to corporate social responsibility, or even form as social enterprises. For-profit philanthropy, though, differs from these familiar techniques in both structure and scale. Likewise, for-profit philanthropy stands in stark contrast to the nonprofit, tax-exempt form of organization typically used by ...


Deeply And Persistently Conflicted: Credit Rating Agencies In The Current Regulatory Environment, Timothy E. Lynch Aug 2008

Deeply And Persistently Conflicted: Credit Rating Agencies In The Current Regulatory Environment, Timothy E. Lynch

Timothy E. Lynch

Credit rating agencies have a pervasive and potentially devastating influence on the financial well-being of the public. Yet, despite the recent passage of the Credit Rating Agency Reform Act, credit rating agencies enjoy a relative lack of regulatory oversight. One explanation for this lack of oversight has been the appeal of the potentially self-regulating nature of credit rating agencies that claim to rely deeply on their reputational standing within the financial world. There are strong arguments for doubting this reputational concern, including the conflicting self-interest of credit rating agencies whose profits are gained or lost depending on their ability to ...


Gatekeeper Incentive Compensation, Sharon Hannes Aug 2008

Gatekeeper Incentive Compensation, Sharon Hannes

Sharon Hannes

A massive wave of corporate fraud in the beginning of the 21st century exposed the failure of corporate gatekeepers. The Sarbanes-Oxley legislation therefore targeted gatekeepers, primarily the auditors, by imposing strict regulation and enhanced independence guidelines. This legislative prescription has arguable benefits while its costs are huge. And, it is still extremely hard to determine from the outside whether the financial statements that were produced at the end of the auditor-client negotiations actually constitute a fair representation of the corporation’s financial position. This paper therefore suggests that a certain type of auditor incentive compensation could work better then regulation ...


Will Globalization Be The Death Knell For The Corporate Attorney-Client Privilege In The U.S.? An Opportunity To Re-Examine The Privilege As It Applies To In-House Counsel, Lawton P. Cummings Aug 2008

Will Globalization Be The Death Knell For The Corporate Attorney-Client Privilege In The U.S.? An Opportunity To Re-Examine The Privilege As It Applies To In-House Counsel, Lawton P. Cummings

Lawton P Cummings

Increasingly, enforcement authorities from around the world are engaging in multinational cooperation to investigate and prosecute companies suspected of competition law violations. While corporate investigations have globalized, privilege rules remain localized. While the U.S. recognizes the attorney-client privilege for communications with in-house counsel, several jurisdictions that cooperate with the U.S. in multi-national investigations do not recognize the privilege for such communications. This results in identical evidence receiving un-equal privilege status in parallel proceedings around the globe. Currently, the U.S. is more protective of communications with in-house counsel than many other jurisdictions, disadvantaging U.S. prosecuting authorities as ...


Recognizing The “Bad Barrel” In Public Business Firms: Social And Organizational Factors In Misconduct By Senior Decision-Makers, James A. Fanto Aug 2008

Recognizing The “Bad Barrel” In Public Business Firms: Social And Organizational Factors In Misconduct By Senior Decision-Makers, James A. Fanto

James A. Fanto

The Article argues that laws dealing with business associations do not adequately address the group and organizational factors in misconduct by senior decision-makers of public firms. The law essentially adopts a “bad apple,” rather than a “bad barrel,” perspective: it considers senior-level misconduct to be essentially an individual matter, and group or organizational causes or factors to be insignificant in it. The Article contends that this approach contradicts the learning of those who study groups and organizations, social psychologists and organizational theorists. Since senior-level misconduct is often attributable to group and organizational factors, a response that focuses only upon punishing ...