Business Organizations Law Commons^™

Municipal Demands As The Stimulus For Innovation: Tales From The Lower Colorado River Basin, Jerome C. Muys

Water and Growth in the West (Summer Conference, June 7-9)

17 pages.

Metropolitan Water Supply Investigation Final Report: Report To The Colorado Water Conservation Board, January 1999, Hydrosphere Resource Consultants, Inc. Et Al.

Water and Growth in the West (Summer Conference, June 7-9)

207 pages (includes color illustrations and maps).

Contains 5 pages of references.

Agenda: Water And Growth In The West, University Of Colorado Boulder. Natural Resources Law Center, The William And Flora Hewlett Foundation

Water and Growth in the West (Summer Conference, June 7-9)

1 v. (various pagings) : ill., maps ; 29 cm. + 1 CD-ROM (4 3/4 in.) + supplement (207 p. ; 29 x 24 cm.)

"Conference co-sponsor The William and Flora Hewlett Foundation."

Conference moderators included University of Colorado School of Law professors Gary C. Bryner, James N. Corbridge, Jr., David H. Getches, Douglas S. Kenney, Kathryn M. Mutz, Peter D. Nichols and Charles F. Wilkinson.

Accompanied by: CD-ROM (4 3/4 in.) and supplement (xiv, 140, [49] p.)

Includes bibliographical references

The event will cover a breadth of issues, including demographics and water-use trends, improved planning and efficient use, implementation …

Trade Secrets And Mutual Investments, Gillian L. Lester, Eric L. Talley

Faculty Scholarship

This paper employs an optimal contracting framework to study the question of how courts should adjudicate disputes over valuable trade secrets (such as customer lists). We focus principally on contexts where trade secrets are formed endogenously, through specific, non-contractible investments that could potentially come from either employers or employees (or both). Within such contexts, we argue, an "optimal" trade secret law diverges in many important respects from existing doctrine. In particular, an optimal doctrine would (1) expressly consider the parties' relative skills at making value enhancing investments rather than the mere existence of a valuable informational asset; (2) tend to …

Reforming The Unbargained Contract: Avoiding Bondholder Claims For Surprise Par Calls, Robert S. Blanc, Randy D. Gordon

Faculty Scholarship

Until the last couple of decades, interest rates remained relatively stable, thus providing little incentive for corporate borrowers to seek novel ways of redeeming purportedly non-callable bonds at par. But with the advent of junk bonds and periods of great interest rate volatility, issuers have been provided with powerful incentives to explore the relatively uncharted waters of par calls. This Article examines the authority for and legality of such par calls and ultimately proposes a redefinition of the issuer-bondholder relationship. This redefinition accounts for the realities of the marketplace and should lead a return to more settled expectations in both …

“A Delicate Interplay”: Resolving The Contract/Corporate Law Tension In Mergers, Celia R. Taylor

Sturm College of Law: Faculty Scholarship

Mergers are rampant in the corporate world and are the subject of extensive analysis by courts and commentators. Current analysis of the merger process focuses on the role of corporate law rather than the role of contract law. By overlooking contract law, the prevalent analysis fails to reach a correct resolution of the inherent tension between contractual obligations arising from merger agreements and corporate fiduciary duties governing directors' behavior during the merger process. This Article proposes a superior resolution that properly recognizes and values contractual obligations while upholding corporate fiduciary obligations.

An Economic Analysis Of The Guaranty Contract, Avery W. Katz

Faculty Scholarship

Guaranty arrangements, in which one person stands as surety for a second person's obligation to a third, are ubiquitous in commercial transactions and in commercial law. In recent years, however, scholarly attention to the topic has been scant; and no one has systematically analyzed this body of law and practice from an economic policy perspective. Accordingly, this Article attempts to outline the basic economic logic underlying the guaranty relationship, and applies the results to a variety of specific issues in government policy and private planning. It poses and answers three main questions: First, why would a creditor prefer to make …

Reinventing Common Interest Developments: Reflections On A Policy Role For The Judiciary, 31 J. Marshall L. Rev. 397 (1998), Evan Mckenzie

UIC Law Review

No abstract provided.

The Interpretation Of The Remedial Provisions Of The Cisg, Evelina Wilhelmina Innocentia Visser

LLM Theses and Essays

The drafting process of the most successful international uniform law of the last decades, the 1980 United Nations Convention on the International Sale of Goods (CISG) reflected that in order to become a set of "well-balanced subsidiary rules," international uniform must be drafted and implemented carefully. It is essential that an international uniform law is adapted to diverse cultures. The different needs and demands of the varied socio-economic systems and legal structures, perceptions, procedures, and cultures of the distinct legal systems of this world are a main and omnipresent consideration and must be capable of absorbing the unified law. Either …

Debt Instruments' Tax Treatment In Corporate Mergers And Acquisitions, Tae Oon Jang

LLM Theses and Essays

The increase of merger and acquisition(M&A) activity since 1992 has resulted mainly from a domestic economic recovery. The current M&A trend shows that M&A is still an important means of enhancing many corporations' competitive power and of stimulating growth in such areas as computer software and services, wholesale and distribution, miscellaneous services, banking and finance, and leisure and entertainment. Fundraising for mezzanine-fund financing, which reflects investors' foresight about current and future M&A trends, has also seen rapid growth. After the Tax Reform Act of 1986 and the repeal of the General Utilities doctrine, the elimination of the capital gain preference …

Notice And Notification Under The Revised Uniform Partnership Act: Some Suggested Changes, J. Dennis Hynes

Publications

This Article addresses the decision by the drafters of the revised Uniform Partnership Act (1996) (RUPA) to reduce the traditional defenses available to partnerships in apparent authority cases. RUPA eliminated the requirement that apparent authority claims against a partnership be based on the claimant's reasonable expectations. Under RUPA a partnership is liable for a partner's unauthorized act even when the claimant had reason to know the act was unauthorized. A defense based on the claimant's knowledge is effective only when the claimant actually knows--is cognitively aware--that the act was unauthorized. This Article argues that this places an unfair burden on …

Computers And The Year 2000: Are You Ready, 30 J. Marshall L. Rev. 837 (1997), Robert G. Gerber

UIC Law Review

No abstract provided.

Freedom Of Contract, Fiduciary Duties, And Partnerships: The Bargain Principle And The Law Of Agency, J. Dennis Hynes

Publications

No abstract provided.

The Net Profits Puzzle, Victor P. Goldberg

Faculty Scholarship

The use of "net profits" clauses in the movie business poses a problem. The standard perception is that Hollywood accounting results in successful films showing no net profits. If that is indeed so, then why have they survived for over four decades? This Essay argues that a successful movie will fail to yield net profits only if a "gross participant" (a major star whose compensation is in part a function of the film's gross receipts) becomes associated with the film. Since the net profits participants typically are associated with a project first, the question becomes: Why would they be willing …

When Should An Offer Stick? The Economics Of Promissory Estoppel In Preliminary Negotiations, Avery W. Katz

Faculty Scholarship

The purpose of this Article is to examine the doctrine of promissory estoppel, as it applies in the context of preliminary negotiations, from the viewpoint of the economic theory of rational choice. This is part of a larger project that attempts to understand better the regulatory role of contract formation law generally. From a regulatory vantage point, estoppel and related legal doctrines operate as economic regulations; they shape the bargaining process by influencing the negotiators' incentives to make and to rely on preliminary communications. As with all economic regulations, however, some rules do better than others at promoting efficient exchange, …

Flying Solo - Ethical Traps And Tips For The Solo And Small Practitioner, Oregon Law Institute, Allen E. Gardner, Peter R. Jarvis, Scott Mcarthur, Bradley F. Tellam, Michael A. Greene, Helen T. Dziuba

Oregon Law Institute, 1995

Course Materials from the October 27, 1995 Program in Portland

Internal Governance Standards, Suramya Balachandran

LLM Theses and Essays

Corporate control has a variety of connotations; it can mean the group of individuals who are regarded as “the control” of a corporation, the office of a corporation, or a fiduciary relationship between the office holder and the corporation. Corporate control transactions are changes in a corporation’s structure motivated by the desire for growth of the corporation, such as setting up new divisions, acquiring or being acquired by another corporation, selling or buying stock, and entering or leaving markets. Control transactions have been a successful business practice since the 1980s. The first part of this thesis analyzes the benefits of …

How To Negotiate A Sales Contract, James J. White

Articles

A. Introduction 1. In my experience, lawyers begin negotiating only after the business people have decided upon the description and quality of the product, the time of delivery, and the mode and amount of payment. The lawyers are left with the pathological problems - who gets what in case of trouble. 2. Most of those pathological problems relate to the seller's responsibility if the product does not conform to the contract or otherwise fails to please the buyer. These failures can cause economic loss to the buyer, economic loss to a remote purchaser, or personal injury or property damage to …

Fiduciary Rules And Rupa, J. Dennis Hynes

Publications

No abstract provided.

International Arbitration And Procedures To Enforce Awards In The Relationship Between The United States And Germany, Michael Kronenburg

LLM Theses and Essays

Arbitration has long been regarded as a process that combines finality of decision with speed, low expense, and flexibility in solving problems. For these reasons, arbitration is often favored over litigation for dispute resolution. Particularly in international cases, a businessman may avoid litigation in a foreign country for various reasons: he may be unfamiliar with the proceedings; he may be afraid to find a “forum hostile” because of the different legal and cultural background of the judges; and he may wish to avoid the uncertainty concerning the law arising from the contract. Arbitration proceedings have been held constitutional by the …

Foreword, J. Dennis Hynes

Publications

No abstract provided.

Policing Employment Contracts Within The Nexus-Of-Contracts Firm, Katherine V.W. Stone

Cornell Law Faculty Publications

No abstract provided.

Legal Implications Of The Virtual Enterprise, Jan Gerhard Werner

LLM Theses and Essays

With technologies changing so rapidly today, being competitive in the market often requires corporations to form alliances and new types of relationships. One of these relationships is a Virtual Enterprise, which are similar to joint ventures and strategic alliances but are less formal, short lived, and highly flexible. Virtual Enterprises are especially useful when developing or producing computer products, biotechnology, telecommunications, industrial equipment, and consumer electronics. The characteristics of a Virtual Enterprise along with the special problems attorneys face in supporting their development, maintenance, and termination are analyzed in this thesis. Due to the informal and fast change nature of …

Coordinating Sanctions For Corporate Misconduct: Civil Or Criminal Punishment, David Yellen, Carl J. Mayer

Articles

No abstract provided.

Reinsurance: Bad Faith Considerations And Insolvency Dilemma, Hui-Ju Hsieh

LLM Theses and Essays

Reinsurance is insurance that an insurance company purchases from another insurance company. The original insurance company is called the reinsured, and the insurance company that is contracted is called the reinsurer. The main purpose of reinsurance is to disperse or spread the risk of loss. The reinsurance relationship is frequently characterized as an exercise of fiduciary responsibility based upon an undertaking of utmost good faith between contracting parties. However, disputes arise; most litigation involving reinsurance has been between reinsurers and persons not party to the reinsurance agreement. This paper’s first major area of discussion is the relationship between the reinsurer …

Corporate Takeover Of Teaching Hospitals, Maxwell Gregg Bloche

Georgetown Law Faculty Publications and Other Works

This article explores the potential and the dangers of this novel form of collaboration between academic medicine and the for-profit world. The author focuses on those arrangements--purchases and leasing agreements--by which investor-owned corporations operate, for a profit, hospitals that serve as major medical teaching and research sites. He begins by reviewing how the evolving needs of academic medical centers and for-profit hospital chains have generated mutual interest in such arrangements. The author then considers some frequently expressed ethical, economic, and other public policy objections to the provision of hospital services by for-profit firms. Opponents of the acquisition and leasing of …

Privity, Products Liability, And Ucc Warranties: A Retrospect Of And Prospects For Illinois Commercial Code 2-318, 25 J. Marshall L. Rev. 177 (1991), Steven Bonanno

UIC Law Review

No abstract provided.

Renegotiating Transnational Investment Agreements: Lessons For Develping Countries From The Ghana-Valco Experience, Paul Kuruk

Michigan Journal of International Law

This article describes the use of the renegotiation process to resolve problems that arise in the relations between participants in transnational investment. It draws conclusions from the successful renegotiation of an agreement executed in 1962 under which the Ghanaian government guaranteed bauxite and hydroelectric power supplies to support the smelting operations of the Volta Aluminium Company, Limited (Valco) in return for revenues from taxes and from payments for electricity, water, and use of the country's port facilities. The agreement between Ghana and Valco was entered into as part of the Volta River Project (VRP). This project was an investment scheme …

Civil Rico Reform: The Gatekeeper Concept, Michael Goldsmith, Mark J. Linderman

Vanderbilt Law Review

Since coming into vogue in the mid-1980s, civil RICO has often been criticized and targeted for reform. Critics claim that civil RICO is too broad because it potentially applies to all commercial transactions.More specifically, opponents claim that RICO's inclusion of mail and wire fraud as predicate acts unjustly subjects all "legitimate businesses" to liability.For example, Representative Rick Boucher, sponsor of the 1989 RICO reform legislation, has stated:

"Fraud allegations are commonly made in contract situations, and all that is needed to convert a simple contract dispute into a civil RICO case is the allegation that there was a contract and …

Privacy: The Workplace Issue Of The '90s, 23 J. Marshall L. Rev. 591 (1990), David F. Linowes, Ray C. Spencer

UIC Law Review

No abstract provided.