Business Organizations Law Commons^™

It Does The Crime But Not The Time: Corporate Criminal Liability In Federal Law, Michael E. Tigar

Faculty Scholarship

No abstract provided.

Filling In The Gap Left By Congress: What Is The Statute Of Limitations For Private Rico Claims?, Barbara Black

Faculty Articles and Other Publications

In increasing number, victims of business fraud are bringing lawsuits under the Racketeer Influenced and Corrupt Organizations Act (RICO). Since the statute does not set out a time limit for bringing suit, the courts must determine the appropriate statute of limitations. Malley-Duff & Associates, Inc. v. Crown Life Insurance Co. illustrates the difficulties Congress creates for the courts when it fails to provide a limitations period. RICO makes it illegal to engage in a "pattern of racketeering activity" for certain illegal purposes. A "pattern of racketeering activity" consists of at least two acts of "racketeering activity" within a ten-year period. …

Golden Parachute Agreements: Reasonable Compensation Or Disguised Bribery, Edwin T. Hood, John J. Benge

Faculty Works

No abstract provided.

Book Review Of Passion: An Essay On Personality , Richard F. Devlin Frsc

Articles, Book Chapters, & Popular Press

Passion is a cogently structured, compel Jingly argued and seductively enthralling masterpiece which, in years to come, will undoubtedly stand out as an inspirational source for many who seek social transformation. Unger's style, in this essay at least, is lucid and inviting. Substantively, Passion demonstrates not only the depth of his penetrating intellect but also his command of an array of' disciplines. Unger's polymathy is all the more impressive when we remember that ours is an era in which idiosyncratic specialization is the norm.

Books Received, Law Review Staff

Vanderbilt Journal of Transnational Law

Quaderni Di Scienze Criminali: The Penal Protection of Works of Art. Edited by the International Institute of Higher Studies in Criminal Sciences. Siracusa, Italy: The International Institute of Higher Studies in Criminal Sciences, 1983. Pp. 447.

Japanese Business Law and the Legal System. By Elliott J. Hahn. Westport, Connecticut and London, England: Quorum Books, 1984. Pp. vii, 168. $35.00.

The Exchange Rate System: Lessons of the Past and Options for the Future. Edited by Ellas H. Wright. Washington, D.C.: International Monetary Fund, 1984. Pp. vii, 55. $7.50.

The International Maritime Organization. Edited by Samie Mandrabody. London: Croom Helm Ltd., 1984. …

Toward Understanding Unlawful Organizational Behavior, Diane Vaughan

Michigan Law Review

The emergence and growth of regulatory agencies charged with controlling organizational misconduct has been so widespread that the monitoring and regulation of corporate interactions has itself become "big business," with the complexity of the regulatory agencies at times matching or even exceeding that of the organizations they regulate. The effectiveness of these efforts to control unlawful organizational behavior has been assessed in many different ways. The records of agency investigations, administrative hearings, and judicial proceedings provide data on enforcement actions, court decrees, trials, convictions, penalties, and other indicators that allow empirical estimates to be made. A realistic assessment of agency …

Enforced Self-Regulation: A New Strategy For Corporate Crime Control, John Braithwaite

Michigan Law Review

Part I outlines the concept of enforced self-regulation, sketches its theoretical underpinnings, and illustrates its application in the context of corporate accounting standards. Part II argues the merits of enforced self-regulation. Part III dispels notions that the proposal is a radical departure from existing regulatory practice and points to areas in which necessary empirical research could be conducted by discussing incipient manifestations of partial enforced self-regulation models in the aviation, mining, and pharmaceutical industries. Part IV considers in some detail the weaknesses of the proposed model. The final Part considers the importance of determining an optimal mix of regulatory strategies; …

The Sentencing Of White-Collar Criminals In Federal Courts: A Socio-Legal Exploration Of Disparity, Ilene H. Nagel, John L. Hagan

Michigan Law Review

This Article addresses that question by examining judicial sentencing philosophy as applied to white-collar criminality and reporting data that illuminate the operation of that philosophy. Part I of the Article argues that the traditional purposes and limits of criminal sentencing may plausibly justify either disparate or comparable sentences in cases of white-collar and common criminality. Part II describes the obstacles to an accurate empirical inquiry into how judges resolve these uncertainties in the theory of punishment. Part III presents a study designed to overcome as many of these obstacles as possible. What is most dramatic is that the resulting data …

The Criminal Liability Of Corporations And Other Groups: A Comparative View, L. H. Leigh

Michigan Law Review

Briefly, three positions concerning corporate liability may be identified. First, there are systems of full corporate criminal liability, such as those in England and the United States. Second, there are systems that recognize only partial corporate criminal liability, for example Denmark, Belgium, and France. Finally, some systems do not permit such liability at all, or permit it only under the guise of administrative offenses. Italy and West Germany afford examples of this restrictive view of corporate liability.

This Article will sketch each of these positions in some detail, beginning, in Part I, with those systems that authorize full liability. Part …

The Organization As Weapon In White-Collar Crime, Stanton Wheeler, Mitchell Lewis Rothman

Michigan Law Review

This Article explores the advantages of using organization or occupation in the more typical case. Our inquiry takes this as its central question: What difference does it make when a white-collar crime is committed in the course of one's occupation or when acting on behalf, or with the assistance, of an organization? If we are becoming, as some have argued, an organizational society, then we should see the results of this change reflected in illicit as well as licit behavior. The organizational form may be used for either social or antisocial ends. Our principal hypothesis, as the title suggests, is …

Intracorporate Plurality In Criminal Conspiracy Law, Sarah N. Welling

Law Faculty Scholarly Articles

The concept of conspiracy currently plays a significant role in three areas of substantive law: antitrust, civil rights, and criminal law. Although the role of conspiracy in these substantive areas of law differs in many ways, all three require that the conspiracy consist of a plurality of actors. Determining what constitutes a plurality of actors when all the alleged conspirators are agents of a single corporation poses a continuing problem.

This problem raises two distinct questions. The first is whether, when one agent acts alone within the scope of corporate business, the agent and the corporation constitute a plurality. The …

Corporate Crime, Michigan Law Review

Michigan Law Review

A Review of Corporate Crime by Marshall B. Clinard and Peter C. Yeager

Survey Of Developments In West Virginia Law: 1980

West Virginia Law Review

No abstract provided.

Rebuttal: The Individual Or The Firm? Focusing The Threat Of Criminal Liability, John C. Coffee Jr.

Faculty Scholarship

I cannot disagree with much of what Mr. Crane has said in his very articulate presentation. One must be careful about trying to prove too much. I have not argued against individual criminal liability, but I do not believe we can rely on it exclusively. Let me therefore confine my reply to this question and to Mr. Crane's criticisms of my equity fine proposal.

Making The Punishment Fit The Corporation: The Problem Of Finding An Optimal Corporation Criminal Sanction, John C. Coffee Jr.

Faculty Scholarship

To be "present at the creation," in Dean Acheson's felicitous phrase, is always an honor. In addition, to be present at the commencement of what I expect will be a sustained and fruitful tradition at this law school, namely, the Governor Thompson Lectureship, is a second honor. Finally, let me express my thanks to Dean Bainbridge for a third honor: the compliment implicit in the 2 to 1 odds he has arranged today. Both Norval Morris and Mark Crane are men with distinguished careers in quite different fields of the law. If I am confident of one thing today, it …

Individual Liability Of Agents For Corporate Crimes Under The Proposed Federal Criminal Code, Stephen D. Goodwin

Vanderbilt Law Review

In discussing the contours of individual liability under section 403, this Note has not attempted to criticize the section's draftsmanship or counsel against its adoption. The philosophy of liability reflected in section 403 wisely avoids the imposition of vicarious liability on corporate officials. The defendant's personal misconduct, failure to act, or reckless failure to supervise invoke the sanctions of the provisions. In addition, subsections (b) and (c) provide a theoretical underpinning for punishing omissions that is preferable to the indicia of artificial "participation" relied upon in former state and federal cases.

This Note has also attempted to establish some limitations …

Beyond The Shut-Eyed Sentry: Toward A Theoretical View Of Corporate Misconduct And An Effective Legal Response, John C. Coffee Jr.

Faculty Scholarship

Like hard cases, festering scandals make bad law. As public perceptions shift so that conduct once tolerated becomes seen as illicit, political pressures develop that can result in hastily improvised responses by the legal system to fill the newly perceived vacuum. This generalization is advanced to question neither the inalienable right of the public to be scandalized, nor the need for corporate reform, but to approach a highly problematic dilemma: hurried, moralistic responses to a perceived evil often prove not only ineffective, but even counterproductive. The serious student of complex organizations may recognize this assertion as a slightly altered variant …

Recent Legislation, J. Rodney Johnson

University of Richmond Law Review

The 1972 session of the General Assembly was especially active in the areas of wills, trusts, and estates. Much of this legislation deals with fine points not affecting the average lawyer in his practice. However, the following items of legislation should be of general interest to the attorney whose practice involves probate work or estate planning, even though he does not hold himself out as a specialist in these areas.

Recent Legislation

University of Richmond Law Review

This is a list of the recent legislation from 1970.

Insider Trading And The Stock Market. By Henry G. Manne., Alan H. Vogt

Buffalo Law Review

No abstract provided.

Corporations-Officers And Directors-Liability For Representative Acts Under The Sherman Act, Leon E. Irish

Michigan Law Review

An indictment brought under section 1 of the Sherman Act charged appellee and the corporation that employed him with conspiracy to eliminate price competition in the greater Kansas City milk market. Appellee was charged solely, in his capacity as officer, director or agent of the corporation. The district court dismissed the indictment on the ground that natural persons are indictable under section 1 of the Sherman Act only for acts done on their own account. On direct appeal to the Supreme Court, held, reversed and remanded. A corporate officer is liable under section 1 of the Sherman Act whether …

Corporations - Derivative Suits - Stockholder Demand As Condition Precedent, W. Stanley Walch S.Ed.

Michigan Law Review

A derivative suit alleging directors' fraud was brought by a minority shareholder, but there was no allegation of a demand for relief having been made on the corporation's stockholders prior to bringing the suit. The plaintiff did allege, however, that it was useless and impossible for him to make demand on the stockholders because the complaint charged directors' fraud which was a void act beyond the power of the stockholders to ratify, and secondly because it would be highly unreasonable to require plaintiff to make a demand for relief on more than 100,000 stockholders of the corporation. Delaware Chancery Rule …

Recent Decisions, Various Editors

Villanova Law Review (1956 - )

No abstract provided.

Corporations - Dissolution - Effect On Federal Criminal Prosecution Against Corporation, Lawrence J. Labrie

Michigan Law Review

Defendant corporation was prosecuted along with its officers .and employees for submitting false statements on FHA insured loans and for conspiracy. After return of indictment the corporation was voluntarily dissolved under Texas law. The corporation's motion to dismiss the indictment on the ground that dissolution abated the prosecution was overruled. On appeal, held, affirmed. Article 1388 of the Texas civil statutes which constitutes the president and directors trustees "to settle the affairs" of a dissolved corporation and to "maintain or defend judicial proceedings," continues the corporation in existence for the purpose of defending federal criminal proceedings. Alamo Fence Company …

Corporations - Shareholders - Power Of The Majority To Ratify Director's Fraud, Paul A. Heinen

Michigan Law Review

Plaintiff, a stockholder in the Kroger Company, brought a derivative suit against a subsidiary of the company and certain officers and directors of both the parent and the subsidiary. It was alleged that . Kroger's directors had fraudulently waived the company's preemptive right to a new issue of stock of the subsidiary and had then purchased the shares for their own accounts at a price far below the market value. The defendants answered that the sale had been ratified by a majority in interest of disinterested stockholders to whom all the details of the transaction had been explained, and denied …

Criminal Law- False Pretenses - Partner Fraudulently Obtaining Partnership Funds, Paul R. Haerle

Michigan Law Review

Defendant and another were equal partners in a used car business. Defendant took in an automobile, paying for it with his own funds. Representing that he had paid more than he actually had, he induced his partner to write him a check drawn on the partnership account. Defendant was indicted for obtaining half of the excess by false pretenses. The district court directed a verdict of acquittal. On appeal by the state, held, affirmed, three justices dissenting. A partner cannot be guilty of obtaining by false pretenses from the partnership; the statute in question specifies that it must be …

Book Reviews, Thomas Reed Powell, Bernard D. Meltzer, Louis L. Jaffe, Edward D. Morgan, Paul H. Sanders, Neill H. Alford Jr., Carl M. Franklin, Fowler Harper, Robert E. Childs, David E. Watts, Joseph L. Frascona, Maynard E. Pirsig, Samuel M. Fahr, Robert S. Stevens, Corwin W. Johnson, W. Friedmann, Thomas A. Cowan

Journal of Legal Education

No abstract provided.

Recent Important Decisions

Michigan Law Review

A collection of recent important court decisions.

Book Reviews

Michigan Law Review

A collection of book reviews by multiple authors.

Recent Important Decisions

Michigan Law Review

A collection of recent important court decisions.