Business Organizations Law Commons^™

Achieving The Double Bottom Line: A Framework For Corporations Seeking To Deliver Profits And Public Services, Lisa M. Fairfax

Faculty Scholarship

Achieving the Double Bottom Line: A Framework for Corporations Seeking to Deliver Profits and Public Services argues that many people who object to for-profit corporations that deliver public services, such as kindergarten through 12th grade education or foster care, have greatly exaggerated the extent to which the for-profit regime will compel such corporations to subordinate the delivery of those services to financial considerations. Because of this over-exaggeration, these opponents have not focused on designing a framework that would assist these entities in meeting their double bottom line—achieving profit for their shareholders while also delivering a high quality public service. The …

Doing Well While Doing Good: Reassessing The Scope Of Directors' Fiduciary Obligations In For-Profit Corporations With Non-Shareholder Beneficiaries, Lisa M. Fairfax

Faculty Scholarship

This article explores corporate fiduciary duties in the context of for-profit companies that operate in traditionally non-profit spheres. The rise in “privatization”—a conversion from certain businesses being operated by nonprofit and government entities to operation by for-profit companies—has sparked considerable opposition, particularly when it occurs within industries that deliver some societal good such as health care or education. Opponents claim that for-profit companies cannot pay heed to their social or charitable commitments because they must focus on generating profits. In a related debate, many corporate scholars disagree about the proper aim of the corporation—with some insisting that it should serve …

The Sarbanes-Oxley Act As Confirmation Of Recent Trends In Director And Officer Fiduciary Obligations, Lisa M. Fairfax

Faculty Scholarship

This Article argues that, instead of dramatically altering the responsibilities of corporate officers and directors, Sarbanes-Oxley confirms at least some case law and other recent articulations of management’s fiduciary duty. At a minimum, recent allegations regarding corporate misconduct may suggest some degree of confusion on the pat of corporate officers and directors about the manner in which they should comply with their fiduciary duty. By requiring more exacting standards of conduct from these corporate agents, Sarbanes-Oxley may not only clear up that confusion, but also may represent a natural extension of recent pronouncements by Delaware courts, the SEC and other …

Form And Function In Business Organizations, Richard A. Booth Marbury Research Professor Of Law

Faculty Scholarship

In this piece, I argue that the recent proliferation of forms of business organizations in addition to the traditional partnership and corporation may have arisen from the implicit recognition that various organizations may serve needs of business people in different types of businesses, and that traditional theory of the firm explanations are too narrowly focused on market failure explanations for firm formation. I identify at least five different factors that may motivate people to form a business organization and discuss how these different factors may militate in favor of one business form rather than another. I conclude that the collections …

Minority Discounts And Control Premiums In Appraisal Proceedings, Richard A. Booth Marbury Research Professor Of Law

Faculty Scholarship

In a merger, a stockholder often has a statutory right of dissent and appraisal under which the stockholder may demand to be paid fair value exclusive of any gain or loss that may arise from the merger itself. Most courts and commentators agree that a dissenting stockholder should ordinarily receive a pro rata share of the fair value of the corporation without any discount simply because minority shares lack control. In several recent cases, the courts have indicated that a minority stockholder is thus entitled to a share of the control value of the corporation even though the merger does …

The Direction Of Corporate Law: The Scholars' Perspective, John C. Coffee Jr., Richard A. Booth Marbury Research Professor Of Law, R. Franklin Balotti, David C. Mcbride, Edward P. Welch

Faculty Scholarship

Transcript of a panel on a scholar's approach to corporation law.

Eulogy For Jerome W. Van Gorkom, James J. O'Connor

Speeches

The eulogy for Jerome Van Gorkom given by his friend James O'Connor, former CEO of Exelon and a lawyer.

Jerome W. Van Gorkom was, among other things, the U.S. Under Secretary of State for Management from 1982-1983 and the Chief Executive Officer of TransUnion from 1962-1980. He also was a defendant in one of the best known cases on the fiduciary duty of care in the corporate context; the case cite is Smith v. Van Gorkom, 488 A.2d 858 (Del. 1985).

Fiduciary Duty, Contract, And Waiver In Partnerships And Limited Liability Companies, Richard A. Booth Marbury Research Professor Of Law

Faculty Scholarship

Among the controversies swirling around the promulgations of new uniform statutes governing partnerships and LLCs is the question whether and to what extend fiduciary duties should be made mandatory or waivable. Although courts and commentators have not traditionally focused on the costs of fiduciary duties, the costs are significant in that such duties may preclude agents from engaging in other legitimate ventures. Indeed, fiduciary duty may be used by those to whom it is owed to prevent competition or extort side benefits form participants. Mandatory duties effectively require participants who may identify multiple business opportunities to overinvest their human capital …

The Limited Liability Company And The Search For A Bright Line Between Corporations And Partnerships, Richard A. Booth Marbury Research Professor Of Law

Faculty Scholarship

Despite the potential loss in tax revenue, the Internal Revenue Service (IRS) is making it easier and easier to avoid corporate taxes. Witness the advent of limited liability companies and the proposed "check-the-box" regulations. This article takes a look at the real distinctions between -- and policy supporting -- pass-through and entity level taxation and draws the conclusion that entity level taxation will probably become limited to publicly traded entities only.

Business Combination Antitakeover Statutes, The Unintended Repudiation Of The Internal Affairs Doctrine, And Constitutional Constraints On Choice Of Law, Robert E. Suggs

Faculty Scholarship

This article examines the constitutional validity of business combination antitakeover statutes. Delaware and other important corporate law jurisdictions enacted these statutes during the 1980s to inhibit hostile leveraged corporate takeovers and protect incumbent managements. These statutes work by prohibiting transactions which enable a hostile acquirer with a mere majority of target stock to sell target assets for cash and retain all the cash to service acquisition debt while paying off with securities the minority shareholders' interest in the assets sold. This allows the takeover to be financed with the assets acquired. Analyzing the structural operation of these statutes in greater …

Racial Discrimination In Business Transactions, Robert E. Suggs

Faculty Scholarship

When the Supreme Court invalidated a municipal minority business set-aside in City of Richmond v. J.A. Croson Co., it failed to recognize the special circumstances confronting the minority entrepreneur. Contrary to the Court’s own erroneous assertion that “[s]tates and their local subdivisions have many legislative weapons at their disposal both to punish and prevent present [business] discrimination ….” – they do not. Nor can they create effective antidiscrimination remedies as a practical matter. As a result that decision leaves minority business owners vulnerable to discrimination from other business firms but without a remedy. Part I identifies the glaring failure …

Rethinking Minority Business Development Strategies, Robert E. Suggs

Faculty Scholarship

Minority business set-asides were created as a prophylactic measure to redress discrimination against minority owned business firms. Predominantly minority jurisdictions found them especially attractive because they promised to provide minority firms a share of the procurement dollars expended by these jurisdictions. The Croson decision invalidated Richmond’s ordinance and posed substantial barriers to further enactments. This article proposes an alternative to such set-aides. It argues that the proposed alternative, an Equal Opportunity Rating Agency (EORA), provides a superior business development policy tool and does not have the constitutional vulnerabilities of set-asides. An EORA would operate much like a credit rating agency, …

Federal Corporate Law, Federalism, And The Federal Courts, Gordon G. Young

Faculty Scholarship

No abstract provided.

Transnational Corporations: Supervision, Regulation, Or What?, Seymour J. Rubin

Maryland Journal of International Law

No abstract provided.

The New Maryland Close Corporation Law, William G. Hall Jr

Maryland Law Review

No abstract provided.

Subordination Of Stockholder Loans On The Ground Of Corporate Undercapitalization - Obre V. Alban Tractor Company, Robert W. Baker

Maryland Law Review

No abstract provided.

Usury Laws And The Corporate Exception, Laurence M. Katz

Maryland Law Review

No abstract provided.

Continuing Corporate Liability For Federal Crime After State Dissolution Of Corporation - Melrose Distillers, Inc. V. United States, Alan M. Wilner

Maryland Law Review

No abstract provided.

Subchapter S Corporations: Uses, Abuses, And Some Pitfalls, William P. Cunningham

Maryland Law Review

No abstract provided.

Partnership Realty And Its Treatment Under The Uniform Partnership Act - Vlamis V. De Weese, Russell W. Shipley

Maryland Law Review

No abstract provided.

Revival Of Corporation Terminates Agent's Liability On Post Forfeiture Contract - Marsh Furniture Company V. Solomon, Stephen M. Ehudin

Maryland Law Review

No abstract provided.

Joint Adventure Agreement Survives Incorporation - Deboy V. Harris, Paul T. Mchenry Jr.

Maryland Law Review

No abstract provided.

Action To Impress Trust On Stock Is In Personam - Ortman V. Coane

Maryland Law Review

No abstract provided.

Recent Changes Affecting Minority Stockholders' Suits

Maryland Law Review

No abstract provided.

Joint Adventures, James Morfit Mullen

Maryland Law Review

No abstract provided.

Partnership By Estoppel Based On A Holding Out With Knowledge Of, But Without Consent Of, The Party To Be Charged - Mcbriety, Et.Al., V. Phillips, Et.Al.

Maryland Law Review

No abstract provided.

Corporate Reorganizations In The Light Of The Reassertion Of The Doctrine Of The Boyd Case In The Los Angeles Company Case, James Carey 3d

Maryland Law Review

No abstract provided.

The Problem Of Funding Accrued Dividends In Maryland, Richard F. Ober

Maryland Law Review

No abstract provided.

Right Of Stockholder To Attack Transactions Occurring Prior To His Acquisition Of Stock , David S. Sykes

Maryland Law Review

No abstract provided.

Action For Wrongful Dishonor Of Bank Check Damages - Magness V. Equitable Trust Co.

Maryland Law Review

No abstract provided.