Open Access. Powered by Scholars. Published by Universities.®
- Discipline
-
- Comparative and Foreign Law (20)
- Law and Gender (7)
- Law and Society (5)
- Human Rights Law (4)
- International Law (4)
-
- Bankruptcy Law (3)
- Science and Technology Law (3)
- Accounting Law (2)
- Banking and Finance Law (2)
- Commercial Law (2)
- Intellectual Property Law (2)
- Internet Law (2)
- Law and Philosophy (2)
- Law and Race (2)
- Organizations Law (2)
- Taxation-Federal (2)
- Administrative Law (1)
- Antitrust and Trade Regulation (1)
- Arts and Humanities (1)
- Civil Rights and Discrimination (1)
- Computer Law (1)
- Constitutional Law (1)
- Entertainment, Arts, and Sports Law (1)
- Film and Media Studies (1)
- Fourteenth Amendment (1)
- Government Contracts (1)
- International Humanitarian Law (1)
- Jurisdiction (1)
- Keyword
-
- Human rights (4)
- Corporate governance (3)
- Startup (3)
- Treaties (3)
- Washington Business Corporation Act (3)
-
- Board (2)
- Business and human rights (2)
- Corporate social responsibility (2)
- Corporations (2)
- DEI (2)
- Director (2)
- Diversity (2)
- Equity (2)
- Family businesses (2)
- Founder (2)
- Inclusion (2)
- Japanese Commercial Code (2)
- Lawyers (2)
- Model Business Corporation Act (2)
- Multinational corporations (2)
- Revised Uniform Limited Partnership Act (2)
- Uniform Limited Partnership Act (2)
- United Nations (2)
- VC (2)
- Venture capital (2)
- #MeToo (1)
- Alien Tort Act (1)
- Alien Tort Claims Act (1)
- Architects (1)
- Artificial intelligence law (1)
- Publication Year
- Publication
- Publication Type
Articles 61 - 90 of 134
Full-Text Articles in Business Organizations Law
Clearly Defining Preclusive Corporate Lock-Ups: A Bright-Line Test For Lock-Up Provisions In Delaware, Michael G. Hatch
Clearly Defining Preclusive Corporate Lock-Ups: A Bright-Line Test For Lock-Up Provisions In Delaware, Michael G. Hatch
Washington Law Review
Merger mania currently grips the United States as corporations scramble to find merger partners to achieve strategic goals. In their quest for a competitive advantage, large corporations are increasingly willing to use hostile takeovers to deny competitors the benefits of a strategic mergers. In response, merging corporations have granted record-breaking lockup. provisions in an attempt to protect their deals. Delaware's current framework for evaluating the validity of lock-up provisions requires courts to apply different levels of scrutiny depending on the form of the transaction. However, Delaware courts have inconsistently applied the correct standard and have failed to identify preclusive lock-ups. …
The Doctrine Of Piercing The Veil In An Era Of Multiple Limited Liability Entities: An Opportunity To Codify The Test For Waiving Owners' Limited-Liability Protection, John H. Matheson, Raymond B. Eby
The Doctrine Of Piercing The Veil In An Era Of Multiple Limited Liability Entities: An Opportunity To Codify The Test For Waiving Owners' Limited-Liability Protection, John H. Matheson, Raymond B. Eby
Washington Law Review
The use of the corporate form of business organization has always provided a firm's owners/shareholders with a presumptive shield from personal liability for the debts of the business. Case-by-case exceptions to this limited-liability shield have developed in each state under the general rubric of "piercing the veil." Courts and commentators alike have noted the vagueness of the piercing analysis and have questioned the appropriateness of some of the factors employed in that analysis. In addition, new forms of business entities, such as limited liability companies and limited liability partnerships, have been legislatively created over the past several decades, raising the …
The 1997 Deregulation Of Japan's Holding Companies, Andrew H. Thorson, Frank Siegfanz
The 1997 Deregulation Of Japan's Holding Companies, Andrew H. Thorson, Frank Siegfanz
Washington International Law Journal
In 1947, Japan enacted the Act Concerning Prohibition of Monopolization and Maintenance of Fair Trade ("AMA"), known to some as the "Economic Constitution of Japan" because of its fundamental role in structuring Japan's economy. Among the most profound legislative provisions the 1947 AMA introduced to Japanese economic law are an absolute prohibition on pure holding companies and strict regulations upon stockholding by certain other types of companies. The legislature established these provisions as part of a plan to de-concentrate excessive economic power then wielded in the Japanese economy by large integrated enterprise complexes known as the zaibatsu. Fifty years …
The 1997 Deregulation Of Japan's Holding Companies, Andrew H. Thorson, Frank Siegfanz
The 1997 Deregulation Of Japan's Holding Companies, Andrew H. Thorson, Frank Siegfanz
Washington International Law Journal
In 1947, Japan enacted the Act Concerning Prohibition of Monopolization and Maintenance of Fair Trade ("AMA"), known to some as the "Economic Constitution of Japan" because of its fundamental role in structuring Japan's economy. Among the most profound legislative provisions the 1947 AMA introduced to Japanese economic law are an absolute prohibition on pure holding companies and strict regulations upon stockholding by certain other types of companies. The legislature established these provisions as part of a plan to de-concentrate excessive economic power then wielded in the Japanese economy by large integrated enterprise complexes known as the zaibatsu. Fifty years …
Potential Disregard Of The Corporate Entity & U.S. Subsidiary Invocation Of Japanese Parent's Treaty Rights, Eric K. Kawabata
Potential Disregard Of The Corporate Entity & U.S. Subsidiary Invocation Of Japanese Parent's Treaty Rights, Eric K. Kawabata
Washington International Law Journal
U.S. corporate subsidiaries of Japanese parent companies enjoy the same advantages of incorporation (e.g., liability limited to the amount of investment) and the same legal protections extended to domestically-held U.S. corporations (e.g., access to courts and various legal remedies). Thus, it would be a natural and logical assumption that U.S. subsidiaries of Japanese parent companies are required to comply with U.S. law in the same manner as domestically-held corporations. However, some U.S. subsidiaries, by asserting that they are, in reality, inseparable from their Japanese parent companies, have been allowed to avail themselves of exceptions to U.S. law under the U.S.-Japan …
Corporate Governance Reform In Russia: The Effectiveness Of The 1996 Russian Company Law, Gregory Wolk
Corporate Governance Reform In Russia: The Effectiveness Of The 1996 Russian Company Law, Gregory Wolk
Washington International Law Journal
During Post-Soviet privatization, widespread abuses of power in Russian corporations contributed to the economic malaise in that country. These abuses are attributed to the domination of firms by senior management. In January 1996, the Russian Company Law went into effect with very strong protections for minority shareholders as a means to curb these abuses. This Comment analyzes the effectiveness of the Russian Company Law in this regard over the past three years. It concludes that the law has been moderately successful given the extremely hostile conditions at the time of enactment, and thus, it is a model for other transitional …
Capitalizing The Target's Transaction Costs In Hostile Takeovers, David J. Roberts
Capitalizing The Target's Transaction Costs In Hostile Takeovers, David J. Roberts
Washington Law Review
In A.E. Staley Manufacturing Co. v. Commissioner, the Court of Appeals for the Seventh Circuit held that costs a corporation incurred to resist a hostile takeover were analogous to costs incurred to defend a business against attack and thus qualified as ordinary and necessary business expenses deductible under Internal Revenue Code section 162. Alternatively, the court held that those costs associated with abandoned capital transactions qualified for loss deductions under section 165. This Note argues that although the court reached approximately the right result in this case, its primary reliance on a defense of business rationale for deductibility under …
China's Company Law: Practicing Capitalism In A Transitional Economy, Anna M. Han
China's Company Law: Practicing Capitalism In A Transitional Economy, Anna M. Han
Washington International Law Journal
As China embarks on the road to transform itself from a planned economy to one in which market forces play an increasingly important part, the corporation will play a critical role in this transformation. By outlining past and existing economic policies, this article explores how these newly sanctioned corporations will operate in China's changing economy and points outs some of the difficulties which the Chinese will encounter. The article also recommends some steps necessary for the Chinese economy to fully enjoy the benefits of efficiently operated corporations.
Revising Washington's Corporate Practice Of Medicine Doctrine, Lisa Rediger Hayward
Revising Washington's Corporate Practice Of Medicine Doctrine, Lisa Rediger Hayward
Washington Law Review
Current Washington law prohibits the corporate practice of medicine. The courts have interpreted this doctrine to prohibit the employment of physicians by any entity, other than a professional corporation or health maintenance organization, even if the corporation only performs business functions. This Comment discusses the corporate practice of medicine doctrine in Washington and its usefulness in the modem health care environment. It argues that two of the doctrine's underlying justifications are effectuated more sensibly by current regulatory provisions and that the doctrine should be retained only to prevent lay interference with physician autonomy in medical decisions. This Comment recommends that …
Causation And Injury In Corporate Control Transactions: Cede & Co. V. Technicolor, Inc., Jacqueline M. Veneziani
Causation And Injury In Corporate Control Transactions: Cede & Co. V. Technicolor, Inc., Jacqueline M. Veneziani
Washington Law Review
In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court held that shareholders are not required to prove injury from corporate directors' failure to exercise due care in approving a merger transaction. Tort principles, the court stated, have no role in a business judgment rule analysis. Therefore, once shareholders prove a violation of the directors' duty of care, the burden is shifted to the directors to prove the entire fairness of the transaction despite the absence of a breach of the duty of loyalty. This Note argues that the entire fairness review of a disinterested board transaction is unworkable. …
Director Conflict Of Interest Under The Model Business Corporation Act: A Model For All States?, Peter E. Kay
Director Conflict Of Interest Under The Model Business Corporation Act: A Model For All States?, Peter E. Kay
Washington Law Review
The American Bar Association has adopted a new model director conflict of interest statute based on bright-line definitions and a rigid preclusion of judicial review. This Comment examines the statute and provides revisions that are necessary for the statute to operate as the drafters intended. The Comment also challenges the merits of the statute by arguing that its reliance on disinterested director approval procedures is an inadequate safeguard for shareholders and its emphasis on large corporations renders the statute unsuitable for the majority of corporations.
The Banking And Securities Scandals And Fundamental Theories Of Commercial Jurisprudence, Seiji Tanaka, Yutaka Nakamura
The Banking And Securities Scandals And Fundamental Theories Of Commercial Jurisprudence, Seiji Tanaka, Yutaka Nakamura
Washington International Law Journal
The recent Japanese banking and securities scandals are among the most serious events that the Japanese business community has ever experienced. This article, written by Professor Seiji Tanaka, and translated by Yutaka Nakamura, analyzes these events applying positive laws from Professor Tanaka's standpoint, emphasizing the social responsibilities that corporations should have in Japanese society. The article relies on the basic purposes and provisions of the Japanese Commercial and Civil Codes and establishes organic principles of social responsibility for Japanese corporations to follow. Finally, the article emphasizes that a high standard of conduct, based on these principles of social responsibility, is …
Establishing A Stock Corporation In Japan After The 1990 Revision Of The Commercial Code, Bruce W. Maclennan
Establishing A Stock Corporation In Japan After The 1990 Revision Of The Commercial Code, Bruce W. Maclennan
Washington International Law Journal
The most recent revision of the laws governing the incorporation of a kabushiki kaisha—stock corporation—in Japan brought an increased capitalization requirement, made it possible for one person to perform the incorporation, and removed the necessity of having a court-appointed inspector examine certain transactions undertaken in the process of incorporation. Additionally, FECL and Anti-Monopoly Law reporting requirements for inward direct investments have recently been liberalized. These and other revisions designed to increase creditor protection and streamline the process have changed incorporation procedures considerably. This comment examines these statutory changes and describes in detail the process of incorporating a subsidiary of …
Corporate Governane—The Role Of Special Litigation Committees, Charles W. Murdock
Corporate Governane—The Role Of Special Litigation Committees, Charles W. Murdock
Washington Law Review
In reviewing decisions of a special litigation committee, courts have generally applied the business judgment rule to the "second-tier" decision by the committee when it moves to dismiss litigation challenging alleged "first-tier" wrongdoing. While all courts inquire into the independence and good faith of the committee, and the adequacy of its procedures, a judicial split exists as to whether the court can inquire into the substantive reasons why the committee believes the litigation should be dismissed. This Article analyzes the nature of structural bias and contrasts the procedural rights which a plaintiff possesses in a judicial proceeding with the lack …
Strange Bedfellows: Corporate Fiduciaries And The General Law Compliance Obligation In Section 2.01(A) Of The American Law Institute's Principles Of Corporate Governance, Patrick J. Ryan
Washington Law Review
Business and corporate crime is a controversial social problem. Less well known is the extent to which corporate legal doctrine permits derivative litigation against corporate officials arising from deviance episodes. In this Article, Professor Ryan examines both the traditional applications of fiduciary obligation to corporate deviance and the American Law Institute's revised formulations in the still-unfinished Principles of Corporate Governance. His findings reveal the difficulties encountered in trying to enforce general legal obligations by means of corporate governance mechanisms. He predicts that the ex ante effects of the ALI provisions will be two in nature. First, fiduciary obligation and its …
Opting Out Of Fiduciary Duties: A Response To The Anti-Contractarians, Henry N. Butler, Larry E. Ribstein
Opting Out Of Fiduciary Duties: A Response To The Anti-Contractarians, Henry N. Butler, Larry E. Ribstein
Washington Law Review
Professors Butler and Ribstein present an extensive analysis of opting out of fiduciary duties, based on the contractual theory of the corporation and a substantial body of economic literature, as well as a comprehensive response to prominent corporate law commentators who have argued that private ordering of corporate manager duties should be restricted by mandatory legal rules.
Stock Subscription Law For Practitioners, Richard O. Kummert
Stock Subscription Law For Practitioners, Richard O. Kummert
Washington Law Review
Law review analysis of stock subscription law—the law related to promises to pay to a corporation a stated sum for a specified number of unissued shares—has been noticeably lacking in recent years. I suspect the most prominent reasons for the void center on the feeling in the academic community that subscriptions are used infrequently and that in any event the law related to them is settled. The material that follows demonstrates that both these propositions are false: subscriptions appear to be used with some frequency in the formation of small corporations, and the law related to them remains complex and …
Stock Subscription Law For Practitioners, Richard O. Kummert
Stock Subscription Law For Practitioners, Richard O. Kummert
Washington Law Review
Law review analysis of stock subscription law—the law related to promises to pay to a corporation a stated sum for a specified number of unissued shares—has been noticeably lacking in recent years. I suspect the most prominent reasons for the void center on the feeling in the academic community that subscriptions are used infrequently and that in any event the law related to them is settled. The material that follows demonstrates that both these propositions are false: subscriptions appear to be used with some frequency in the formation of small corporations, and the law related to them remains complex and …
Disclosure Of Preliminary Merger Negotiations Under Rule 10b-5, Anne L. Barragar
Disclosure Of Preliminary Merger Negotiations Under Rule 10b-5, Anne L. Barragar
Washington Law Review
The present formulation of the law takes an overly simplistic approach to disclosure during merger negotiations. This Comment argues that disclosure rules should be standardized to accommodate competing concerns related to investor protection and predictability for management.
State Statutory Restrictions On Financial Distributions By Corporations To Shareholders, Part Ii, Richard O. Kummert
State Statutory Restrictions On Financial Distributions By Corporations To Shareholders, Part Ii, Richard O. Kummert
Washington Law Review
The main body of my analysis of state statutory restrictions on corporate financial distributions appears in the second section following this introduction. The intervening section provides a brief summary of the interests of groups in society that are affected by such restrictions. That material, derived from the first part of this article, forms the necessary underpinning for the analysis of costs and benefits resulting from any form of regulation of corporate financial distributions.
Minority Shareholders And Cashout Mergers: The Delaware Court Offers Plaintiffs Greater Protection And A Procedural Dilemma—Weinberger V. Uop, Inc., 457 A.2d 701 (Del. 1983), John T. Mclean
Washington Law Review
Before Weinberger, Delaware law allowed a minority shareholder, dissatisfied with a cashout merger, to seek either the sure but conservative remedy of an appraisal action or the less certain but more liberal remedy of an equitable action. The new fairness action combines allegations of unfair price and unfair dealing. However, the court appears to ground plaintiffs' monetary remedies in the appraisal statute which was designed only to remedy unfair price. More important, the court requires plaintiffs to follow the technical procedures outlined in the appraisal statute. While these procedures allow sufficient time for allegations of unfair price, they would severely …
Washington's Doctrine Of Corporate Disregard, Thomas V. Harris
Washington's Doctrine Of Corporate Disregard, Thomas V. Harris
Washington Law Review
Corporations are ordinarily recognized as legal entities separate and distinct both from their own shareholders, officers, and directors, and from other corporations. There are, however, situations in which the Washington courts will not recognize this separateness. In such cases, the shareholders, officers, directors, or even wholly separate corporations, are held responsible for the corporation's activities. When they have refused to recognize the corporation as a separate legal entity, Washington's courts have employed the "doctrine of disregard." The consequences of the doctrine are not borne by the corporation. Frequently, its underlying liability has already been established. In other cases, the corporation's …
Washington's Doctrine Of Corporate Disregard, Thomas V. Harris
Washington's Doctrine Of Corporate Disregard, Thomas V. Harris
Washington Law Review
Corporations are ordinarily recognized as legal entities separate and distinct both from their own shareholders, officers, and directors, and from other corporations. There are, however, situations in which the Washington courts will not recognize this separateness. In such cases, the shareholders, officers, directors, or even wholly separate corporations, are held responsible for the corporation's activities. When they have refused to recognize the corporation as a separate legal entity, Washington's courts have employed the "doctrine of disregard." The consequences of the doctrine are not borne by the corporation. Frequently, its underlying liability has already been established. In other cases, the corporation's …
Corporations—Conditional Supermajority Provisions: Protecting Shareholders' Interests—Seibert V. Gulton Industries, Inc., No. 5631 (Del. Ch. June 21, 1979), Aff'd, No. 219 (Del. Jan. 4, 1980), Constance M. Crawley
Corporations—Conditional Supermajority Provisions: Protecting Shareholders' Interests—Seibert V. Gulton Industries, Inc., No. 5631 (Del. Ch. June 21, 1979), Aff'd, No. 219 (Del. Jan. 4, 1980), Constance M. Crawley
Washington Law Review
In Seibert v. Gulton Industries, Inc., the Delaware Supreme Court affirmed the dismissal of a complaint challenging the legality of a conditional supermajority amendment to Gulton Industries' certificate of incorporation. The challenged amendment required the affirmative vote of eighty percent of Gulton's shareholders to approve a proposed takeover of Gulton by any person or entity that had acquired five percent or more of Gulton's shares prior to its proposed takeover. The eighty percent vote was not required if Gulton's directors had approved the proposed takeover prior to the other entity's acquisition of a five percent interest in Gulton. In …
Investor Protection And The Revised Uniform Limited Partnership Act, Mary E. Brumder
Investor Protection And The Revised Uniform Limited Partnership Act, Mary E. Brumder
Washington Law Review
The 1976 ULPA is a definite improvement over the 1916 ULPA. The new Act, however, makes only slight changes in one of the important and problematic parts of the old Act—the role of limited partners. As it is likely that a number of legislatures will consider adoption of the 1976 ULPA in the near future, this comment is written to provide guidance in the area of the limited partner's role. After examining the role of the limited partner as it has evolved within the structure of the 1916 ULPA, this comment discusses changes made by the 1976 ULPA and recommends …
Investor Protection And The Revised Uniform Limited Partnership Act, Mary E. Brumder
Investor Protection And The Revised Uniform Limited Partnership Act, Mary E. Brumder
Washington Law Review
The 1976 ULPA is a definite improvement over the 1916 ULPA. The new Act, however, makes only slight changes in one of the important and problematic parts of the old Act—the role of limited partners. As it is likely that a number of legislatures will consider adoption of the 1976 ULPA in the near future, this comment is written to provide guidance in the area of the limited partner's role. After examining the role of the limited partner as it has evolved within the structure of the 1916 ULPA, this comment discusses changes made by the 1976 ULPA and recommends …
Corporations—Conditional Supermajority Provisions: Protecting Shareholders' Interests—Seibert V. Gulton Industries, Inc., No. 5631 (Del. Ch. June 21, 1979), Aff'd, No. 219 (Del. Jan. 4, 1980), Constance M. Crawley
Corporations—Conditional Supermajority Provisions: Protecting Shareholders' Interests—Seibert V. Gulton Industries, Inc., No. 5631 (Del. Ch. June 21, 1979), Aff'd, No. 219 (Del. Jan. 4, 1980), Constance M. Crawley
Washington Law Review
In Seibert v. Gulton Industries, Inc., the Delaware Supreme Court affirmed the dismissal of a complaint challenging the legality of a conditional supermajority amendment to Gulton Industries' certificate of incorporation. The challenged amendment required the affirmative vote of eighty percent of Gulton's shareholders to approve a proposed takeover of Gulton by any person or entity that had acquired five percent or more of Gulton's shares prior to its proposed takeover. The eighty percent vote was not required if Gulton's directors had approved the proposed takeover prior to the other entity's acquisition of a five percent interest in Gulton. In such …
State Statutory Restrictions On Financial Distributions By Corporations To Shareholders, Richard O. Kummert
State Statutory Restrictions On Financial Distributions By Corporations To Shareholders, Richard O. Kummert
Washington Law Review
After a long period of dormancy, interest appears to have quickened in the possible reform of the statutory provisions enacted by most states to regulate payments by corporations to their shareholders. The California legislature recently adopted a relatively unique series of restrictions on dividends and repurchases of shares as part of an overall revision of that state's Corporations Code. And the Committee on Corporate Laws of the American Bar Association section on Corporation, Banking and Business Law recently revised almost all of the financial provisions in the Model Business Corporation Act. In view of these developments, it is fair to …
Limited Partnership—Limited Control Through A Corporate General Partner—Frigidaire Sales Corp. V. Union Properties, Inc., 88 Wn. 2d 400, 562 P.2d 244 (1977), Lawrence Repeta
Washington Law Review
Plaintiff entered into a contract to sell appliances to a limited partnership. The contract was signed on behalf of the limited partnership by two officers of its corporate general partner. The officers each owned fifty percent of the outstanding shares of the corporation. In addition, they each held a limited partner's unit in the limited partnership. When the partnership failed to pay installments due, plaintiff brought an action against the corporate general partner and against its two officers as individuals. The assertion of personal liability was based on a provision of the limited partnership statute under which limited partners may …
Partnership—Disclosure, Fairness And Substantive Administrative Regulation Of A General Partner's Fiduciary Duty In A Real Estate Limited Partnership—Bassan V. Investment Exchange Corp., 83 Wn. 2d 922, 524 P.2d 233 (1974); Wash. Ad. Code §§ 460-32a-010 Et Seq. (1975), Linda Kelley Ebberson
Washington Law Review
Bassan is the first case in Washington to be decided under Section 9 of the Washington Uniform Limited Partnership Act (WULPA) since its adoption in this jurisdiction in 1945. The court's decision is unique not only in its statement that the general partner is precluded from retaining undisclosed profits in its dealings with and on behalf of the limited partnership without the express consent of all limited partners, but also in its implication that the court will look beyond the form of the transaction to examine the substantive fairness of the bargain to the limited partners. This note will discuss …