Business Organizations Law Commons^™

When Clients Do Bad Things: The Lawyer's Response To Corporate Wrongdoing, Craig M. Bradley

Articles by Maurer Faculty

The high profile meltdowns of Enron, WorldCom, Tyco, Adelphia, Global Crossing and other well-known companies have focused attention on the responsibilities of corporate gatekeepers, including attorneys, to deter or expose fraudulent conduct by their clients and associated persons. Attorneys have been the subject of investigation and criticism by Congress' and federal regulators for failing to adequately respond to their clients' fraudulent (and, possibly, criminal) conduct. The lawyer who learns that his or her client or persons acting on its behalf are engaged in a course of fraudulent or criminal conduct which threatens economic losses to non-client third parties faces both …

The "Possession Vs. Use" Debate In The Context Of Securities Trading By Traditional Insiders: Why Silence Can Never Be Golden, Donna M. Nagy

Articles by Maurer Faculty

Traditional insiders occupy a very special position in the scheme of federal securities regulation. However, in a misguided quest for a single answer to the possession vs. use debate, courts, commentators, and even the SEC have tended to marginalize the significant differences between traditional insiders and other securities traders who may possess material nonpublic information. In the aftermath of the circuit court decisions in United States v. Smith and Securities and Exchange Commission v. Adler, courts and the SEC should follow a categorical approach in addressing the possession vs. use question, and should recognize that silence can never be golden …

Reframing The Misappropriation Theory Of Insider Trading Liability: A Post-O'Hagan Suggestion, Donna M. Nagy

Articles by Maurer Faculty

For almost two decades, the United States Supreme Court was silent as to the validity of the so-called 'fraud on the source" misappropriation theory of insider trading liability. This changed in June 1997 when the theory received a resounding endorsement from the Court in United States v. O'Hagan.

Critics of O'Hagan have argued that the Court's decision reaches too far. However, this Article contends that the Court actually endorsed a theory that does not reach far enough. By analyzing and critiquing the reasoning of the majority opinion in O'Hagan, this Article demonstrates that the Court's unnecessarily restrictive misappropriation theory will …

A Call For More Lenient Director Liability Standards For Small, Charitable Nonprofit Corporations, David W. Barrett

Indiana Law Journal

No abstract provided.

Breakfast With Yasser Arafat: Personal Reflections On The Peace Process, David Fidler

Articles by Maurer Faculty

No abstract provided.

It's Nothing Personal: The Public Costs Of Limited Liability Law Partnerships, N. Scott Murphy

Indiana Law Journal

No abstract provided.

Target Corporations, Hostile Horizontal Takeovers And Antitrust Injury Under Section 16 Of The Clayton Act After Cargill, Brent W. Huber

Indiana Law Journal

No abstract provided.

When The Medium Is The Message: Corporate Buybacks As Signals, F. H. Buckley

Indiana Law Journal

No abstract provided.

Corporate Regulation And The Origins Of The Corporate Income Tax, Marjorie E. Kornhauser

Indiana Law Journal

No abstract provided.

Populist And Economic V. Feudal: Approaches To Industry Self-Regulation In The United States And England, Robert H. Heidt

Articles by Maurer Faculty

English and American courts treat industry self-regulation very differently. American courts have been generally slow to acknowledge the legitimacy of self-regulation. Once they accept the need for some degree of self-regulation, however, the American courts, under the growing influence of the Chicago school, have become increasingly willing to uphold the regulation on the grounds of economic efficiency. The English courts have had less difficulty recognizing the legitimate role industry self-regulation plays. In determining the reasonableness of the regulatory scheme, however, the English courts adopt a protectionist approach which favours the status quo within the industry. These distinctions, the author argues, …

Going Private And Going Under: Leveraged Buyouts And The Fraudulent Conveyance Problem, Kathryn V. Smyser

Indiana Law Journal

No abstract provided.

The Changing Face Of American Corporate Law Practice, John Flood

Articles by Maurer Faculty

The professions of the 1980s are completely different from the situation in the 1930s. They are now subject to the norms of business rather than the standards of professionalism.1 It is part of the purpose of this article to show that the practice of law has become a business like any other business activity. As a result of this trans formation, the norms and standards so often identified with the professions have eroded.

In the next part of the article, I outline some of the demographic changes that have taken place in the legal profession and the reasons for them. …

Mandatory Disclosure For Municipal Securities: Issues In Implementation, Ann Judith Gellis

Articles by Maurer Faculty

No abstract provided.

Industry Self-Regulation And The Useless Concept "Group Boycott", Robert Heidt

Articles by Maurer Faculty

No abstract provided.

Regulation Of Not-For-Profit Corporations In Indiana, John T. Baker

Articles by Maurer Faculty

No abstract provided.

Transnational Legal Practice And Professional Ideology, Bryant G. Garth

Articles by Maurer Faculty

No abstract provided.

Empirical Research And The Shareholder Derivative Suit: Toward A Better-Informed Debate, Bryant G. Garth, Ilene H. Nagel, Sheldon J. Plager

Articles by Maurer Faculty

No abstract provided.

Diversity Jurisdiction And Alien Corporations: The Application Of Section 1332(C), Jim Whitlatch

Indiana Law Journal

No abstract provided.

Fair Dealing Comes Of Age In The Regulation Of Going Private Transactions, Carole Silver

Articles by Maurer Faculty

No abstract provided.

Products Liability Of Successor Corporations: A Policy Analysis, George L. Lenard

Indiana Law Journal

No abstract provided.

The Attorney-Client Privilege: A Look At Its Effect On The Corporate Client And The Corporate Executive, E. Elizabeth Perlman

Indiana Law Journal

No abstract provided.

Gabhart V. Gabhart: An Indiana Response To Corporate Freeze-Outs, Ronald B. Given

Indiana Law Journal

No abstract provided.

Limiting Conglomerate Mergers: The Need For Legislation, Joseph F. Brodley

Articles by Maurer Faculty

No abstract provided.

Because All The World Was Not New York City: Governance, Property Rights, And The State In The Changing Definition Of A Corporation, 1730-1860, Hendrik Hartog

Articles by Maurer Faculty

No abstract provided.

Community Development Corporations: A Legal Analysis, John T. Baker

Articles by Maurer Faculty

No abstract provided.

Financial Corporations And Subchapter S: An Interesting Problem, Jeffrey K. Riffer

Indiana Law Journal

No abstract provided.

The Multinational Enterprise And United States Foreign Economic Policy, Jack N. Behrman

Indiana Law Journal

No abstract provided.

Potential Competition Mergers: A Structural Synthesis, Joseph F. Brodley

Articles by Maurer Faculty

No abstract provided.

Indemnifying Corporate Officials For Williams Act Violations, Edward J. Hussey

Indiana Law Journal

No abstract provided.

Whither Black Capitalism, John T. Baker

Articles by Maurer Faculty

No abstract provided.