Business Organizations Law Commons^™

The Impact If Howard Johnson On The Labor Obligations Of Successor Employer, Michigan Law Review

Michigan Law Review

This Note assesses the impact of Howard Johnson on the labor-law obligations of successor employers. Part I analyzes the prior case law; part II critiques the reasoning of the Howard Johnson opinion; part III considers the merits of a new approach to the successorship problem, suggested in a footnote in Howard Johnson.

A Definition Of "Liabilities" In Code Sections 357 And 358(D), Douglas A. Kahn, Dale A. Oesterle

Articles

Internal Revenue Code section 351(a) provides that no gain or loss shall be recognized if property is transferred to a corporation solely in exchange for its stock or securities and the transferors control the corporation immediately after the exchange. If, in addition to receiving stock or securities in an exchange that would otherwise qualify for section 351 treatment, a transferor receives other property or money -- "boot" -- any realized gain is recognized up to the amount of the money and the fair market value of the other property received. The transferee corporation's assumption of the transferor's liabilities or its …

Providing An Effective Remedy In Shareholder Suits Against Officers, Directors, And Controlling Persons, Michael H. Woolever

University of Michigan Journal of Law Reform

Corporate officers, directors, and controlling persons occupy a fiduciary relationship toward the corporation and its shareholders in the exercise of control over corporate affairs. This fiduciary obligation requires that officers, directors, and controlling persons act in good faith and perform their offices in the best interests of the corporation and its shareholders and not to their own advantage. When this duty is breached, a shareholder may bring an action against these fiduciaries, either in his own name or derivatively for the benefit of the corporation. Under present law, however, it may be impossible for an American court to secure jurisdiction …

Basic Corporate Taxation, Stefan F. Tucker

Michigan Law Review

A Review of Basic Corporate Taxation, 2d Ed. by Douglas A. Kahn

United States V. Falstaff Brewing Corporation: Potential Competition Re-Examined, Michigan Law Review

Michigan Law Review

This Note will examine and criticize the perceived potential competition doctrine suggested by the Court. Then, it will discuss the questions raised in the concurrences concerning the use of subjective evidence and the role of incipient competitive effects. Finally, an alternative approach that focuses on the acquisition of or the possibility of acquiring small, "toehold" firms will be proposed.

Perlman V. Feldmann: A Case Study In Contemporary Corporate Legal History, Jan G. Deutsch

University of Michigan Journal of Law Reform

The author gives the following introduction to this article: “When I was a law student, taking a course in introductory corporate law, what was heard around the halls was that most of corporate law would be learned if one understood Perlman v. Feldmann. I agree with that statement, and I have agreed more strongly each year I myself have taught introductory corporate law. Indeed, I now believe one would also learn a good deal about the significance of-the corporation in American life during the past two decades. Unfortunately, however, it seems to me-on the basis of having read everything …

The Rising Tide Of Reverse Flow: Would A Legislative Breakwater Violate U.S. Treaty Commitments?, Michigan Law Review

Michigan Law Review

Up to the present the United States has imposed few restrictions on foreign direct investment. It has never enacted any limitations as sweeping as those proposed by the Dent-Gaydos bill. This Note will briefly discuss the need for such restrictions and then examine the extent to which a reversal in policy is permitted by existing U.S. treaty obligations.

Comparison Of Major Tax And Legal Advantages Of Operating In An Unincorporated Form, Douglas A. Kahn

Book Chapters

As an introduction to the subject of this conference, several topics will be discussed. First, the tax and non-tax consequences of conducting business in a partnership form will be examined and compared with the consequences of doing business in a corporate form. The principle concern of this paper, however, is to examine the tax consequences of transferring property to a corporation, whether such transfer is made at the time the corporation is organized or at some subsequent date.

Tender Offers For Corporate Control, Martin Lipton

Michigan Law Review

A Review of Tender Offers for Corporate Control by Edward Ross Aranow and Herbert A. Einhorn

The Structure Of The Private Multinational Enterprise, Yitzhak Hadari

Michigan Law Review

From the beginning of the Industrial Revolution, society has experienced the persistent tendency of business organizations to expand. Businesses evolved from the rural workshop to the urban factory; from the municipal firm to the regional firm and then to the national enterprise. More recently, enterprises have expanded even further, from national firms with small export outlets to huge multinational enterprises (MNEs) embracing business operations all over the globe coordinated under a single management. Yet, along with its beneficial results for the peoples of the world, each new economic era brings with it new problems as well.

The conflict between the …

An Overview Of The Laws Of Corporations, Alfred F. Conard

Michigan Law Review

During the twentieth century, legislatures found it necessary to enact great masses of additional legislation to deal with the special problems of corporations. People who worked with the entire group of relevant laws were known as "corporation lawyers." But, like Londoners, they continued to regard as "corporation laws" only those few that covered the same points embraced by the laws of the Victorian era. The others carried distinct sobriquets.

This usage leads to a confusion in speaking about the "laws of corporations," since they are so much broader than "corporation laws." It would be hard, though, for a reader to …

Proposed Regulation Of Limited Partnership Investment Programs, Ivan J. Schell

University of Michigan Journal of Law Reform

Limited partners have long been admonished to scrutinize potential investments; this advice is often ignored, however, by investors eager to reap quick profits. Furthermore, the proliferation of limited partnership interests in a single enterprise diffuses the focus of investor vigilance and increases the potential for undetected abuses. Thus a need for regulation, either governmental or private, has developed. Currently the Uniform Limited Partnership Act and blue sky laws provide some control of limited partnership abuses at the state level. On the interstate level, the Midwest Securities Commissioners Association, the National Association of Securities Dealers, and the Securities and Exchange Commission …

Corporate Contributions To Ballot-Measure Campaigns, Gail L. Achterman

University of Michigan Journal of Law Reform

It is not clear that the perceived dangers of corporate participation in politics are real dangers, or that outright prohibition of such participation is the best means of preserving the democratic character of the electoral process. Any controls on corporate spending in initiative campaigns should be firmly based upon articulated conceptions of the corporation's legitimate role in society. This article examines some of these conceptions and their relationship to the process of direct legislation and thereafter makes recommendations for workable controls in light of that analysis.

Contract Rights And The Successor Employer: The Impact Of Burns Security, Michigan Law Review

Michigan Law Review

This Note will only briefly discuss the implications of Burns for NLRB proceedings. Instead, the focus will be on the impact of Burns on actions to compel arbitration under section 301. Is the rationale of Burns inconsistent with the rule established in Wiley for section 301 actions? If it does not undermine Wiley, does Burns indicate when employers will be deemed successors in future actions under section 301 to compel arbitration? Before examining these questions, however, it is necessary to consider the decisions of Wiley and Burns.