Business Organizations Law Commons^™

Tax, Corporate Governance, And Norms, Steven A. Bank

Washington and Lee Law Review

This Article examines the use of federal tax provisions to effect changes in state law corporate governance. There is a growing academic controversy over these provisions, fueled in part by their popularity among legislators as a method of addressing the recent spate of corporate scandals. As a case study on the use of tax to regulate corporate governance, this paper compares and contrasts two measures enacted during the New Deal-the enactment of the undistributed profits tax in 1936 and the overhaul of the tax-free reorganization provisions in 1934-and considers why the former was so much more controversial and less sustainable …

The Sarbanes-Oxley Act And Fiduciary Duties, Lyman P. Q. Johnson, Mark A. Sides

Scholarly Articles

This article explores the implications of the Sarbanes-Oxley Act of 2002 for fiduciary duty analysis in corporate law. The article examines those provisions of the Act, and recent SEC, NYSE and NASDAQ rules, that most pointedly bear on corporate governance. The article develops in detail exactly how Sarbanes-Oxley and those rules may alter state fiduciary duty law. Sarbanes-Oxley makes unprecedented federal inroads into the area of corporate governance and, although the fact of federal incursion into corporate governance is important in its own right, the more intriguing issue concerns the eventual interplay between federal and state law. Specifically, on various …

Minority Shareholder, Minority Citizen: A Perspective Piece, Anthony Briggs

Washington and Lee Journal of Civil Rights and Social Justice

No abstract provided.

After Enron: Remembering Loyalty Discourse In Corporate Law, Lyman P.Q. Johnson

Scholarly Articles

The demise of monetary damages as a remedy for breach of the corporate director duty of due care means that only a breach of the duty of loyalty or good faith affords the possibility of holding corporate directors personally liable for wrongdoing. The author argues that the fiduciary duty of loyalty contains both a widely appreciated, but rather minimal, "non-betrayal" aspect and a less appreciated, but more affirmative, "devotion" dimension. The affirmative. thrust of loyalty, grounded in widely-shared cultural norms and finding expression in myriad literary and religious stories, offers a doctrinal avenue for addressing a potentially broader range of …

The Provisional Director Remedy For Corporate Deadlock: A Proposed Model Statute, Susanna M. Kim

Washington and Lee Law Review

No abstract provided.

Behavioral Finance And Investor Governance, Lawrence A. Cunningham

Washington and Lee Law Review

No abstract provided.

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

Washington and Lee Law Review

No abstract provided.

Reclaiming An Ethic Of Corporate Responsibility, Lyman P.Q. Johnson

Scholarly Articles

No abstract provided.

The Social Responsibility Of Corporate Law Professors, Lyman P.Q. Johnson

Scholarly Articles

Most statements of corporate social responsibility focus on the responsibilities of corporate decision makers or their advisors Professor Johnson argues that corporate law professors-the persons who educate the students who will become lawyers counseling corporate decision makers-also have a social responsibility. He believes that professors should find various ways to raise the subject of corporate social responsibility in the basic corporations course, and he advocates rejecting a classroom approach that addresses only shareholder-manager relations After describing several possible ways to do this, Professor Johnson spotlights fiduciary laws as a fruitful area to enrich student understandings of director duties in a …

Why Is Corporate Management Obsessed With Quarterly Earnings And What Should Be Done About It?, David K. Millon

Scholarly Articles

None available.

Corporate And Business Law (Annual Survey Of Virginia Law), Lyman P.Q. Johnson

Scholarly Articles

This article reviews changes in Virginia corporate and business law for the period from June 2000 through May 2001. Part II ex- amines legislative changes in corporate and other business stat- utes (excluding public service corporation and insurance law is- sues) based on Virginia General Assembly action in the 2001

session. Part III reviews judicial decisions during the year, in- cluding decisions addressing agency law, partnership law, and corporate law issues and principles. This article describes these decisions and, in several instances, it also critically analyzes the outcomes. Part IV summarizes a May 25, 2001, Order of the Vir- ginia …

The Ambiguous Significance Of Corporate Personhood, David K. Millon

Scholarly Articles

In the eyes of the law, the business corporation is a person. So, for example, the corporation can own property in its own right; it can sue or be sued, in contract or tort or any number of other causes of action; it can be prosecuted and punished for criminal activity; it enjoys various rights under the United States Constitution; and it is subject to tax liability. In these respects (and others), the corporation bears the legal attributes of an entity existing separately from the various natural persons who participate or have an interest in the corporation's activities. This way …

The Modest Business Judgment Rule, Lyman P.Q. Johnson

Scholarly Articles

This article argues that Delaware mis-formulates and mis-uses the business judgment rule. Properly understood, the business judgment rule's function in corporate law is quite modest. It is a narrowly-drawn judicial policy of nonreview which, in duty of care cases, shields the merits of board decisions from judicial scrutiny. The article contends that the business judgment rule, therefore, should be de-emphasized as an analytical construct in the law of director fiduciary duties and should be sharply differentiated from the broader-gauged duty of due care. Doing so will pave the way for Delaware courts to rethink the importance of articulating a robust, …

New Game Plan Or Business As Usual? A Critique Of The Team Production Model Of Corporate Law, David K. Millon

Scholarly Articles

None available.

Misunderstanding Director Duties: The Strange Case Of Virginia, Lyman Johnson

Washington and Lee Law Review

No abstract provided.

Rethinking Judicial Review Of Director Care, Lyman P.Q. Johnson

Scholarly Articles

This article offers an extended critique of the Delaware Supreme Court's unprecedented use of an entire fairness test in a breach of due care setting, as first articulated in Cede & Co. v. Technicolor, Inc. 634 A.2d 345 (Del. 1993) and Cinerama, Inc. v. Technocolor, Inc., 663 A.2d 1156 (Del. 1995). The article then argues for a generalized reasonableness standard for director conduct and for judicially reviewing care claims, thereby providing Delaware law with something it has lacked historically ? a pervasive (yet still streamlined) duty of due care.

Loyalty In The Firm: A Statement Of General Principles On The Duties Of Partners Withdrawing From Law Firms, Robert W. Hillman

Washington and Lee Law Review

No abstract provided.

Response To Loyalty In The Firm: A Statement Of General Principles On The Duties Of Partners Withdrawing From Law Firms, Leslie D. Corwin

Washington and Lee Law Review

No abstract provided.

Law Partner Expulsions, Allan W. Vestal

Washington and Lee Law Review

No abstract provided.

The Underlying Causes Of Withdrawal And Expulsion Of Partners From Law Firms, Geoffrey C. Hazard, Jr.

Washington and Lee Law Review

No abstract provided.

The Faces Of Loyalty: A Comment On Hillman, Loyalty In The Firm: A Statement Of General Principles On The Duties Of Partners Withdrawing From Law Firms, Deborah A. Demott

Washington and Lee Law Review

No abstract provided.

Modern Partnership Interests As Securities: The Effect Of Rupa, Rulpa, And Llp Statutes On Investment Contract Analysis, James B. Porter

Washington and Lee Law Review

No abstract provided.

The Future Of Federal Disadvantaged Business Enterprise Programs:Did The Supreme Court's Decision Iin Adarand Constructors V. Pena Really Make A Difference?, Jennifer L. Haynes

Washington and Lee Journal of Civil Rights and Social Justice

No abstract provided.

Default Rules, Wealth Distribution, And Corporate Law Reform: Employment At Will Versus Job Security, David K. Millon

Scholarly Articles

None available.

Cadwalader, Rupa And Fiduciary Duty, Donald J. Weidner

Washington and Lee Law Review

No abstract provided.

Checkmate, The Treasury Finally Surrenders: The Check-The-Box Treasury Regulations And Their Effect On Entity Classification, Thomas M. Hayes

Washington and Lee Law Review

No abstract provided.

Cycles And Pendulums: Good Faith, Norms, And The Commons, Claire Moore Dickerson

Washington and Lee Law Review

No abstract provided.

Agency And The Unincorporated Firm: Reflections On Design On The Same Plane Of Interest, Deborah A. Demott

Washington and Lee Law Review

No abstract provided.

New Forms And New Balances: Organizing The External Relations Of The Unincorporated Firm, Robert W. Hillman

Washington and Lee Law Review

No abstract provided.

Fiduciary Duty Contracts In Unincorporated Firms, Larry E. Ribstein

Washington and Lee Law Review

No abstract provided.