Business Organizations Law Commons^™

Delaware’S Familiarity, Brian J. Broughman, Darian M. Ibrahim

Popular Media

No abstract provided.

Delaware Law As Lingua Franca: Theory And Evidence, Brian Broughman, Jesse M. Fried, Darian Ibrahim

Faculty Publications

Why would a firm incorporate in Delaware rather than in its home state? Prior explanations have focused on the inherent features of Delaware corporate law and on the positive network externalities created by so many other firms domiciling in Delaware. We offer an additional explanation: a firm may choose Delaware simply because its law is nationally known and thus can serve as a lingua franca for in-state and out-of-state investors. Analyzing the incorporation decisions of 1,850 venture-capitalist-backed start-ups, we find evidence consistent with this lingua franca explanation. Indeed, the lingua franca effect appears to be more important than other factors …

Negotiating Tax Provisions In Partnership And Llc Agreements, Robert G. Gottlieb, Brian J. O'Connor

William & Mary Annual Tax Conference

No abstract provided.

Advising Venture & Early-Stage Clients: Current Ear-To-The-Ground Assessment, Gary D. Leclair

William & Mary Annual Tax Conference

No abstract provided.

Working With The Section 752 Partnership Liability Allocation Rules (Slides), Jennifer H. Alexander, Andrea M. Whiteway

William & Mary Annual Tax Conference

No abstract provided.

Tax Accounting Methods Considerations In Restructuring Transactions, Glenn Carrington, Kristine Mora

William & Mary Annual Tax Conference

No abstract provided.

Advising Venture & Early-Stage Client: Issues Confronting Early-Stage Companies, Carroll D. Hurst

William & Mary Annual Tax Conference

No abstract provided.

Reclassification Risks For Compensation Paid By S And C Corporations To Shareholder-Employees, Stephen R. Looney

William & Mary Annual Tax Conference

No abstract provided.

Working With The Section 752 Partnership Liability Allocation Rules (Outline), Jennifer H. Alexander, Andrea M. Whiteway

William & Mary Annual Tax Conference

No abstract provided.

Up Close And Personal With Delaware, Darian M. Ibrahim, Brian J. Broughman

Popular Media

No abstract provided.

Nineteenth Century Corporate Law: A New Lens For Religious Freedom Scholars, Nathan B. Oman

Popular Media

No abstract provided.

Major League Baseball And The Green Revolution: A Market-Based Approach To Maintaining Competitive Balance In The Face Of Environmental Regulations, John Loughney

William & Mary Environmental Law and Policy Review

No abstract provided.

Sensible Bytes: States Need A New Approach To Justify Their Recruitment Of Internet Data Centers, Michael F. Kaestner

William & Mary Environmental Law and Policy Review

No abstract provided.

The Year Of Magical Thinking: Fraud, Loss, And Grief, Jayne W. Barnard

Faculty Publications

In The Year of Magical Thinking, her wrenching memoir of the year following the death of her husband John Gregory Dunne, Joan Didion describes the episodes of magical thinking that forestalled her acceptance of Dunne's sudden absence from her life. In the hours after his death, she charged his cell phone. Weeks later, she gave his clothes to charity but kept his shoes because, she thought, "He would need shoes if he were to return."

Modern grief theory tells us that episodes like these are common during the months following a loved one's death, particularly when the death, like …

Reforming Consumer-Insurer Dispute Resolution In The Auto Insurance Industry, Cassandra Roeder

Student Award Winning Papers

No abstract provided.

Partnership Current Developments, Robert J. Crnkovich, Steven M. Friedman

William & Mary Annual Tax Conference

No abstract provided.

I Want Out – Tax Considerations In Exiting A Partnership, James B. Sowell

William & Mary Annual Tax Conference

No abstract provided.

Something Old, Something New: Structuring And Restructuring Deals In 2013 (And Beyond), Stephen L. Owen

William & Mary Annual Tax Conference

No abstract provided.

Compensating Owners And Key Employees Of Partnerships And Llc's, Elizabeth E. Drigotas, Steven R. Schneider

William & Mary Annual Tax Conference

No abstract provided.

Tax Due Diligence, Warranties And Indemnification In Connection With Business Acquisitions Of Private Companies: Selected Topics, Jerald David August

William & Mary Annual Tax Conference

No abstract provided.

Introduction To M&A Tax: S Corporations And Section 336(E), Robert G. Mcelroy, William M. Richardson

William & Mary Annual Tax Conference

No abstract provided.

Shirking, Opportunism, Self-Delusion And More: The Agency Problem Today, Jayne W. Barnard

Faculty Publications

No abstract provided.

Should Angel-Backed Start-Ups Reject Venture Capital?, Darian M. Ibrahim

Faculty Publications

The conventional wisdom is that entrepreneurs seek financing for their high-growth, high-risk start-up companies in a particular order. They begin with friends, family, and "bootstrapping" (e.g., credit card debt). Next they turn to angel investors, or accredited investors (and usually ex-entrepreneurs) who invest their own money in multiple, early-stage start-ups. Finally, after angel funds run dry, entrepreneurs seek funding from venture capitalists (VCs), whose deep pockets and connections lead the startup to an initial public offering (IPO) or sale to a larger company in the same industry (trade sale).

That conventional wisdom may have been the model for start-up success …

The Business Judgment Rule As An Immunity Doctrine, Lori Mcmillan

William & Mary Business Law Review

The business judgment rule is a judicially created doctrine that protects directors from personal civil liability for the decisions they make on behalf of a corporation. In today’s era of corporate scandals, global financial meltdowns, and directorial malfeasance, it has become especially important in setting the bar for when directors are appropriately responsible to shareholders for their actions. Traditionally the business judgment rule has been regarded as a standard of liability, although it has never really been explored or enunciated as such. This view determines eligibility for business judgment rule protection of a directorial decision after an examination of certain …

The Social Enterprise Revolution In Corporate Law: A Primer On Emerging Corporate Entities In Europe And The United States And The Case For The Benefit Corporation, Robert T. Esposito

William & Mary Business Law Review

Remarkably, in the face of a global recession, the social enterprise sector continued to experience extraordinary growth in both financial support and the number of newly authorized corporate entities aimed at social entrepreneurs who seek to use the power of business to simultaneously achieve profit and social or environmental benefits. This Article highlights recent developments in the social enterprise movement in Europe and the United States and focuses on the emergence of a surprisingly broad range of newly authorized corporate entities on both continents in response to the needs of social entrepreneurs. These include social cooperatives and the community interest …

New Corporate Forms And Green Business, Antony Page

William & Mary Environmental Law and Policy Review

You want to start a business: not just an ordinary business, producing ordinary social benefit, but a dual-mission business that will both make a profit and benefit the environment. This green business, you expect, will sometimes face trade-offs between the missions, in the sense that sometimes owners’ wealth and profit will have to be sacrificed to pursue environmental benefits. You’re optimistic, in that you hope the business will find outside investors and will scale up easily. Moreover, you don’t want to lie or even dissemble about your motives or about the business’s actions. You want to be both authentic and …

Nonmarket Values In Family Businesses, Benjamin Means

William & Mary Law Review

Despite the economic importance of family businesses, legal scholarship has often overlooked their distinctive character. Instead, scholars focus on the chosen form of business organization— partnership, corporation, LLC—and assume that the participants are economically rational actors who seek to maximize their individual preferences. This Article contends that family businesses are extensions of family relationships and that nonmarket values affect their goals and governance choices.

Just as family law scholars have shown that contract principles can be applied to regulate intimate relationships, corporate law scholars should recognize that the intimacy of family life often substitutes for arm’s length bargaining in family …

Executive Compensation And Income Inequality, Daniel J. Morrissey

William & Mary Business Law Review

This Article explores the connection between exorbitant executive compensation and the growing income inequality in our country. It discusses the traditional legal attempts to rein in corporate remuneration as well as the more recent “Say-on-Pay” right given to shareholders in the Dodd-Frank Wall Street Reform Act of 2010. The Article concludes that negative stockholder votes can be evidence that directors have breached their fiduciary duties by granting overly generous pay hikes to their top officials.

Company Law In The European Union And The United States: A Comparative Analysis Of The Impact Of The Eu Freedoms Of Establishment And Capital And The U.S. Interstate Commerce Clause, Christoph Allmendinger

William & Mary Business Law Review

Since the decision of the European Court of Justice in the Centros case, it has become popular in company law to draw comparisons between the United States economic constitution and the Single European Market. Since then, fears of a European “Delaware Effect,” which would create a “race to the bottom,” have hounded the debate on European company law. In this discussion, however, the unique constitutional framework of both the EU and the U.S. is seldom regarded. This constitutional framework, nevertheless, determines the behavior of both the legislators at state level and the market participants. This Article compares the impact of …

The Litigation Finance Contract, Maya Steinitz

William & Mary Law Review

Litigation funding—for-profit, nonrecourse funding of a litigation by a nonparty—is a new and rapidly developing industry. It has been described as one of the “biggest and most influential trends in civil justice” today by RAND, the New York Times, and others. Despite the importance and growth of the industry, there is a complete absence of information about or discussion of litigation finance contracting, even though all the promises and pitfalls of litigation funding stem from the relationships those contracts establish and organize. Further, the literature and case law pertaining to litigation funding have evolved from an analogy between litigation funding …