Business Organizations Law Commons^™

Re-Enchanting The Corporation, Lyman P.Q. Johnson

William & Mary Business Law Review

No abstract provided.

Beyond Shareholder Value: Normative Standards For Sustainable Corporate Governance, Robert Sprague

William & Mary Business Law Review

This Article explores whether the modern corporate governance model is sustainable. For many corporations, particularly large ones, there is a separation between ownership and management, with a management emphasis on short-term gains at the expense of long-term sustainability. This Article explores the role of corporate directors, particularly vis-a-vis shareholders, from an interdisciplinary perspective, analyzing legal case law as well as legal, management, and finance literature. This Article explores emerging trends in expanding notions of corporate governance that incorporate concerns beyond just shareholders, recognizing the interrelationship between business and society. It is suggested that in order to remain viable and competitive, …

A Primer On Protecting Tax Losses From A Section 382 Ownership Change, Mark C. Van Deusen

William & Mary Annual Tax Conference

No abstract provided.

Debunking The Purchaser Welfare Account Of Section 2 Of The Sherman Act: How Harvard Brought Us A Total Welfare Standard And Why We Should Keep It, Alan J. Meese

Faculty Publications

The last several years have seen a vigorous debate among antitrust scholars and practitionersa bout the appropriates tandardf or evaluating the conduct of monopolists under section 2 of the Sherman Act. While most of the debate over possible standards has focused on the empirical question of each standard's economic utility, this Article undertakes a somewhat different task: It examines the normative benchmark that courts have actually chosen when adjudicating section 2 cases. This Article explores three possible benchmarks-producer welfare, purchaser welfare, and total welfare-and concludes that courts have opted for a total welfare normative approach to section 2 since the …

The Changing Landscape Of Tax Administration: Hot Topics Of Irs Audits Of Partnerships And S Corporations (Slides), Robert D. Schachat, Deborah M. Nolan

William & Mary Annual Tax Conference

No abstract provided.

Beyond First Blushes And Gut Reactions: Planning For The Coming Tax Increases (Slides), Mitchell A. Drossman

William & Mary Annual Tax Conference

No abstract provided.

Making Chicken Salad - Monetizing Tax Losses (Slides), Steven M. Friedman, Glenn M. Johnson

William & Mary Annual Tax Conference

No abstract provided.

Debt Workouts For Partnerships And S Corporations (Slides), Peter J. Genz

William & Mary Annual Tax Conference

No abstract provided.

Business, The Environment, And The Roberts Court: A Preliminary Assessment, Jonathan H. Adler

Faculty Publications

The Roberts Court has developed a reputation for being a "pro-business" court. This article, prepared for the 2009 Santa Clara Law Review symposium on "Big Business and the Roberts Court," seeks to offer a preliminary assessment of this claim with reference to the Roberts Court's decisions in environmental cases. Reviewing the environmental law decisions of the Roberts Court to date reveals no evidence of a "pro-business" bias. This does not disprove the claim that the Roberts Court is pro-business, but it may suggest the need to refine conventional descriptions of the Roberts Court. The lack of a pro-business orientation in …

Troubled Projects, Workouts And Debt Restructurings, Richard Blumenreich

William & Mary Annual Tax Conference

No abstract provided.

Partnership Allocations: What You Don't Know Can Hurt You, Steven M. Friedman

William & Mary Annual Tax Conference

No abstract provided.

The (Not So) Puzzling Behavior Of Angel Investors, Darian M. Ibrahim

Faculty Publications

No abstract provided.

Getting The Roberts Court Right: A Response To Chemerinsky, Jonathan H. Adler

Faculty Publications

Dean Erwin Chemerinsky makes a substantial contribution to the narrative of conservative ascendance [within the Roberts Court] in The Roberts Court at Age Three. Chief Justice Roberts and Justice Alito “have been everything that conservatives could have dreamed of and liberals could have feared,” he writes. The two newest justices are forging “a solid conservative voting majority" on the Court. The result is a Court that is “notably more conservative” than its predecessors on most contentious questions. It is, Dean Chemerinsky claims, “the most conservative Court since the mid-1930s.”

To say Dean Chemerinsky overstates his case is an understatement. …

Misdemeanants, Firearms, And Discretion: The Practical Impact Of The Debate Over "Physical Force" And 18 U.S.C. § 922(G)(9), Adam W. Kersey

William & Mary Law Review

No abstract provided.

Entrepreneurs On Horseback: Reflections On The Organization Of Law, Darian M. Ibrahim, D. Gordon Smith

Faculty Publications

“Law and entrepreneurship” is an emerging field of study. Skeptics might wonder whether law and entrepreneurship is a variant of that old canard, the Law of the Horse. In this Essay, we defend law and entrepreneurship against that charge and urge legal scholars to become even more engaged in the wide-ranging scholarly discourse regarding entrepreneurship. In making our case, we argue that research at the intersection of entrepreneurship and law is distinctive. In some instances, legal rules and practices are tailored to the entrepreneurial context, and in other instances, general rules of law find novel expression in the entrepreneurial context. …

Individual Or Collective Liability For Corporate Directors?, Darian M. Ibrahim

Faculty Publications

Fiduciary duty is one of the most litigated areas in corporate law and the subject of much academic attention, yet one important question has been ignored: Should fiduciary liability be assessed individually, where directors are examined one-by-one for compliance, or collectively, where the board's compliance as a whole is all that matters? The choice between individual and collective assessment may be the difference between a director's liability and her exoneration, may affect how boards function, and informs the broader fiduciary duty literature in important ways. This Article is the first to explore the individual/collective question and suggest a systematic way …

Narcissism, Over-Optimism, Fear, Anger, And Depression: The Interior Lives Of Corporate Leaders, Jayne W. Barnard

Faculty Publications

No abstract provided.

Corporate Therapeutics At The Securities And Exchange Commission, Jayne W. Barnard

Faculty Publications

No abstract provided.

Selected Energy Tax Credit Provisions In The Internal Revenue Code

William & Mary Annual Tax Conference

No abstract provided.

Client Alert- Irs Issues Safe Harbor Guidance For Partnership Flip Structures In Wind Deals

William & Mary Annual Tax Conference

No abstract provided.

Primer On Energy Tax Credits, Laura Ellen Jones

William & Mary Annual Tax Conference

No abstract provided.

Tax Planning For The Philanthropically Minded Business Owner, C. Wells Hall Iii

William & Mary Annual Tax Conference

No abstract provided.

Unfulfilled Expectations: An Empirical Analysis Of Why Sarbanes-Oxley Whistleblowers Rarely Win, Richard E. Moberly

William & Mary Law Review

Scholars praise the whistleblower protections of the Sarbanes- Oxley Act of 2002 as one of the most protective anti-retaliation provisions in the world. Yet, during its first three years, only 3.6% of Sarbanes-Oxley whistleblowers won relief through the initial administrative process that adjudicates such claims, and only 6.5% of whistleblowers won appeals through the process. This Article reports the results of an empirical study of all Department of Labor Sarbanes-Oxley determinations during this time, consisting of over 700 separate decisions from administrative investigations and hearings. The results of this detailed analysis demonstrate that administrative decision makers strictly construed, and in …

More Women On Corporate Boards? Not So Fast, Jayne W. Barnard

William & Mary Journal of Race, Gender, and Social Justice

No abstract provided.

Triumph Or Tragedy? The Curious Path Of Corporate Disclosure Reform In The U.K., Cynthia A. Williams, John M. Conley

William & Mary Environmental Law and Policy Review

No abstract provided.

Stakeholders And Sustainability: An Argument For Responsible Corporate Discision-Making, Tara J. Radin

William & Mary Environmental Law and Policy Review

No abstract provided.

Corporate Boards And New Environmentalism, Jayne W. Barnard

William & Mary Environmental Law and Policy Review

No abstract provided.

Opportunities And Pitfalls Under Sections 351 And 721, Craig L. Rascoe, William M. Richardson

William & Mary Annual Tax Conference

No abstract provided.

Opportunities And Pitfalls Under Sections 351 And 721 (Slides), Craig L. Rascoe, William M. Richardson

William & Mary Annual Tax Conference

No abstract provided.

Business Combinations: Mergers And Sales And Purchases Of Ownership Interests And Entity Assets, Thomas P. Rohman, Stephen L. Owen

William & Mary Annual Tax Conference

No abstract provided.