Business Organizations Law Commons^™

The New Business Corporation Act: The Basics, Office Of Continuing Legal Education At The University Of Kentucky College Of Law, Rutheford B. Campbell Jr., David W. Harper, Stephen B. Catron, Keith G. Hanley

Continuing Legal Education Materials

Handouts provided at the UK/CLE seminar on the New Business Corporation Act on October 1, 1988.

8th Annual Seminar On Legal Issues For Financial Institutions, Office Of Continuing Legal Education At The University Of Kentucky College Of Law, M. Brooke Senn, Keith G. Hanley, R. David Lester, David C. Pottinger, John T. Mcgarvey, Gary L. Stewart, Merrit S. Dietz, Phillip H. Schwartz, Helen Davis Chaitman, Neal L. Wolf

Continuing Legal Education Materials

Outline of speakers' presentations from the 8th Annual Seminar on Legal Issues for Financial Institutions held by UK/CLE on March 11-12, 1988.

The Plight Of Small Issuers (And Others) Under Regulation D: Those Nagging Problems That Need Attention, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

Regulation D traces its roots to section 4(2) and section 3(b) of the Securities Act of 1933. Both of these sections are designed to relieve an issuer from the pains of registration under the 1933 Act in situations where Congress deemed such registration inappropriate. Therefore, under section 4(2), no registration is required for "transactions by an issuer not involving any public offering." Section 3(b) is not a self-executing exemption but instead permits the Securities and Exchange Commission to enact rules and regulations exempting issuers from registration requirements "if it finds that ... [registration] is not necessary in the public interest …

Corporate Criminal Liability: A Treatise On The Criminal Liability Of Corporations, Their Officers And Agents By Kathleen F. Brickey, Robert G. Lawson

Kentucky Law Journal

No abstract provided.

Kentucky Law Survey: Corporations, Willburt D. Ham

Kentucky Law Journal

No abstract provided.

Kentucky Law Survey: Corporations, Willburt D. Ham

Kentucky Law Journal

No abstract provided.

Partnership Level Proceedings: Policies, Procedures And Planning, Claudine Ausness

Kentucky Law Journal

No abstract provided.

Kentucky Law Survey: Corporations, Willburt D. Ham

Kentucky Law Journal

No abstract provided.

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 …

Disinterested Director Committees And The Shareholder Derivative Suit, Michael Slone

Kentucky Law Journal

No abstract provided.

Kentucky Law Survey: Corporations, Willburt D. Ham

Kentucky Law Journal

No abstract provided.

Kentucky Law Survey: Corporations, Willburt D. Ham

Kentucky Law Journal

No abstract provided.

Kentucky Law Survey: Corporations, Willburt D. Ham

Kentucky Law Journal

No abstract provided.

Fairness In Freezeout Transactions: Observations On Coping With Going Private Problems, James Robert Lyons Jr.

Kentucky Law Journal

No abstract provided.

Kentucky Law Survey: Corporations, Willburt D. Ham

Kentucky Law Journal

No abstract provided.

Kentucky Law Survey: Corporations, Willburt D. Ham

Kentucky Law Journal

No abstract provided.

Santa Fe Industries, Inc. V. Green: An Analysis Two Years Later, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

In 1977, the Supreme Court decided Santa Fe Industries, Inc. v. Green. Although the outcome of that decision should have surprised no one, since the trend of the Court clearly had been to constrict the scope of the federal securities legislation, the case was a major decision that will have a substantial impact on the development of corporate law in this country. Indeed, it may turn out to be one of the most significant corporate cases decided by the Supreme Court in recent years. Since by this point the dust has settled from the case, it seems appropriate to …

Kentucky Law Survey: Corporations, Willburt D. Ham

Kentucky Law Journal

No abstract provided.

Corporate Political Speech: The Effect Of First National Bank Of Boston V. Bellotti Upon Statutory Limitations On Corporate Referendum Spending, Francis H. Fox

Kentucky Law Journal

No abstract provided.

Case On Corporations--Including Partnerships And Limited Partnerships By Robert W. Hamilton, John B. Mcadams

Kentucky Law Journal

No abstract provided.

Voluntary Recapitalizations, Fairness, And Rule 10b-5: Life Along The Trail Of Santa Fe, Rutheford B. Campbell Jr.

Kentucky Law Journal

No abstract provided.

Definition Of Control In Secondary Distributions, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

Section 2(11) of the Securities Act of 1933 (Act) generally subjects the sale of securities by a person "controlling an issuer" to the same rules that govern the sale of securities by an issuer. Accordingly, before a "control" person may sell the securities he holds in the controlled corporation he must either register them with the Securities and Exchange Commission (Commission) or qualify for an exemption from the registration requirement. While the Act clearly requires that a "control" person either register or qualify for an exemption, it fails to define "control." Thus, the task of defining has fallen to the …

Kentucky Law Survey: Corporations, Willburt D. Ham

Kentucky Law Journal

No abstract provided.

Limited Liability For Corporate Shareholders: Myth Or Matter-Of-Fact, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

One of the most important and firmly entrenched concepts of modern corporate law is the concept of limited liability. The digests abound with ringing phrases granting the owners of corporations immunity from liability beyond their initial investment. There are, however, numerous cases in which the courts have denied the owners of corporations the protection of limited liability and have held the owners liable for an obligation incurred by the corporation. It is the purpose of this paper to examine the theories under which the owners of corporations have been held liable for the contractual obligation of corporations.

Kentucky Law Survey: Corporations, Willburt D. Ham

Kentucky Law Journal

No abstract provided.

Kentucky Law Survey: Corporations, Willburt D. Ham

Kentucky Law Journal

No abstract provided.

The Shareholder-Guarantor's Fee: Tax Saving Idea For The Close Corporation, John E. Heer Iii

Kentucky Law Journal

No abstract provided.

Limited Liability For Corporate Shareholders: Myth Or Matter-Of-Fact, Rutheford B. Campbell Jr.

Kentucky Law Journal

No abstract provided.

Reform Of The Structure Of The American Corporation: The "Two-Tier" Board Model, Thomas J. Schoenbaum, Joachim Lieser

Kentucky Law Journal

No abstract provided.

Business Law-Legal Aspects Of Managerial Decisions By William G. Robinson And Arnold P. Catena, Michael J. Navin

Kentucky Law Journal

No abstract provided.