Business Organizations Law Commons^™

Inversions, Related Party Expenditures, And Source Taxation: Changing The Paradigm For The Taxation Of Foreign And Foreign-Owned Businesses, Julie A. Roin

BYU Law Review

The disconnect between the rules for the taxation of domestic businesses and foreign and foreign-owned businesses operating in the United States both diminishes the federal treasury and distorts taxpayer and business behavior. Yet bringing the sets of rules into closer coordination is no simple task. This Article examines many of the solutions proffered in the academic literature and details the difficulties and trade-offs that each entails.

Freedom Of Corporate Purpose, George A. Mocsary

BYU Law Review

No abstract provided.

The Social Relations Of Consumption: Corporate Law And The Meaning Of Consumer Culture, David G. Yosifon

BYU Law Review

A mature assessment of the society we are making for ourselves, and the legacy we are leaving to the future, must come to terms with consumer culture. Theoretical discourse, as well as common experience, betray persistent ambiguity about what consumerism means to and says about us. In this Article, I argue that this ambiguity can in part be explained by examining the social relations of consumption in contemporary society. These involve, crucially, the relationship between producer and consumer that is dictated by corporate governance law, and embodied in the decision-making dynamics of the directors who command corporate operations. The enigmatic …

Alternative Entities And Fiduciary Duty Waivers In Delaware, Michael Despres

BYU Law Review

No abstract provided.

Shareholder Activism As A Corrective Mechanism In Corporate Governance, Paul Rose, Bernard S. Sharfman

BYU Law Review

Under an Arrowian framework, centralized authority and management provides for optimal decision making in large organizations. However, Kenneth Arrow also recognized that other elements within the organization, beyond the central authority, occasionally may have superior information or decision-making skills. In such cases, such elements may act as a corrective mechanism within the organization. In the context of public companies, this Article finds that such a corrective mechanism comes in the form of hedge fund activism, or, more accurately, offensive shareholder activism.

Offensive shareholder activism operates in the market for corporate influence, not control. Consistent with a theoretical framework that protects …

Surveillant And Counselor: A Reorientation In Compliance For Broker-Dealers, James A. Fanto

BYU Law Review

This Article argues that the compliance officer should play a major role in the ongoing reform of broker-dealers and other financial firms. This role is facilitated by the fact that compliance is now well established and accepted and compliance officers are close to decision making at all levels of a firm. The contention is that the role of compliance must be rethought and reoriented if it is to contribute fully to the reform. Compliance officers now ensure that the firms and their employees comply with the numerous laws and regulations governing them and their activities, primarily by producing and then …

Aligning Corporate And Community Interests: From Abominable To Symbiotic, Barnali Choudhury

BYU Law Review

No abstract provided.

Rethinking The Dormant Commerce Clause: The Supreme Court As Catalyst For Spurring Legislative Gridlock In State Income Tax Reform, Brian L. Hazen

BYU Law Review

No abstract provided.

The Chapter 11 Efficiency Fallacy, Diane Lourdes Dick

BYU Law Review

This Article challenges the persistent claim that Chapter 11’s increasing utilization of market mechanisms will help facilitate economically efficient resolutions of corporate financial distress. Using two recent case studies, I show that, in fact, these mechanisms are used by stakeholders with existing market power to take control of the restructuring process and extract rents at the expense of other constituents: creditors, equity holders, and—in the case of companies that receive governmental bailouts—taxpayers. These distortionary effects are obscured by a dominant, neoclassical legal paradigm that ignores institutional and political dynamics. I advance a new explanatory model that draws upon modern social …

The End Of Shareholder Litigation? Allowing Shareholders To Customize Enforcement Through Arbitration Provisions In Charters And Bylaws, Paul Weitzel

BYU Law Review

Shareholder litigation has been heavily criticized for its inability to compensate harmed shareholders or deter managerial misconduct. While some have suggested abolishing shareholder litigation altogether, this Article takes a more moderate approach. I propose allowing shareholders to enforce charter and bylaw provisions that require arbitration of certain disputes. For example, an acquisitive company may require arbitration of merger-related suits while allowing non-merger suits to proceed in court. Likewise, a company in an industry known for volatile stock prices could require a price drop of three or four standard deviations before the suit could be brought in court, rather than arbitration. …

Mutiny By The Bounties? The Attempt To Reform Wall Street By The New Whistleblower Provisions Of The Dodd-Frank Act, Geoffrey Christopher Rapp

BYU Law Review

No abstract provided.

Adverse Publicity By Administrative Agencies In The Internet Era, Nathan Cortez

BYU Law Review

Nearly forty years ago, Ernest Gellhorn documented the potentially devastating impact that can occur when federal agencies issue adverse publicity about private parties. Based on his article, the Administrative Conference of the United States recommended that courts, Congress, and agencies hold agencies to clear standards for issuing such publicity. In the decades since, some agencies have adopted standards, but most have not, and neither the courts nor Congress has intervened to impose standards. Today, agencies continue to use countless forms of publicity to pressure alleged regulatory violators and to amplify their overall enforcement powers—all without affording due process or other …

Outsourcing, Modularity, And The Theory Of The Firm Margaret M. Blair, Erin O’Hara O’Connor, And Gregg Kirchhoefer, Margaret M. Blair, Erin R O’Hara O’Conno, Gregg Kirchhoefer

BYU Law Review

No abstract provided.

Separation Of Bank And State: Consolidating Bailed-Out Companies Into The U.S. Debt Ceiling And Government Financial Statements, J. W. Verret

BYU Law Review

No abstract provided.

Managerial Entrenchment And Shareholder Wealth Revisited: Theory And Evidence From A Recessionary Financial Market, Jay B. Kesten

BYU Law Review

No abstract provided.

Lawyers Keep Out: Why Attorneys Should Not Participate In Negotiating Critical Financial Numbers Reported By Public Company Clients, William O. Fisher

BYU Law Review

No abstract provided.

"If You Poison Us Do We Not Die?" - A Critical Analysis Of The Legality Of Poison Puts In The Wake Of San Antonio Fire And Police Pension Fund V. Amylin, Inc., Marcus Kai Hintze

BYU Law Review

No abstract provided.

Law And Finance: Inaccurate, Incomplete, And Important, Ruth V. Aguilera, Cynthia A. Williams

BYU Law Review

No abstract provided.

Legal Regimes And Political Particularism: An Assessment Of The "Legal Families" Theory From The Perspectives Of Comparative Law And Political Economy, John W. Cioffi, D. Gordon Smith

BYU Law Review

The “legal families” theory of corporate law and ownership structures pioneered by Rafael La Porta, Florencio Lopez-deSilanes, Andrei Shleifer, and Robert Vishny provides one of the most influential accounts of why “law matters” in shaping economic organization and outcomes. However, the empirical bases and theoretical logic of the theory contain serious flaws and limitations. First, as has been pointed out by a number of critics engaged in this revision, the legal origins literature contains numerous problematic characterizations of substantive law that expose the serious problems of quantitative operationalization of legal rules as a mode of comparative legal analysis. Second, the …

Legal Origins And The Tasks Of Corporate Law In Economic Development: A Preliminary Exploration, John Ohnesorge

BYU Law Review

No abstract provided.

Contemporary Legal Transplants: Legal Families And The Diffusion Of (Corporate) Law, Holger Spamann Spamann

BYU Law Review

No abstract provided.

Competition Policy And Comparative Corporate Governance Of State-Owned Enterprises, D. Daniel Sokol

BYU Law Review

No abstract provided.

Piercing The Corporate Veil In Regulated Industries, Douglas G. Smith

BYU Law Review

No abstract provided.

The Holy Grail Of Corporate Governance Reform: Independence Or Democracy?, Elizabeth Cosenza

BYU Law Review

No abstract provided.

Sarbanes-Oxley's Structural Model To Encourage Corporate Whistleblowers, Richard E. Moberly

BYU Law Review

No abstract provided.

Nonprofit Takeovers: Regulating The Market For Mission Control, Dana Brakman Reiser

BYU Law Review

No abstract provided.

A New Interpretation Of The Contemporaneous Ownership Requirement In Shareholder Derivative Suits: In Re Bank Of New York Derivative Litigation And The Elimination Of The Continuing Wrong Doctrine, Terence L. Robinson Jr.

BYU Law Review

No abstract provided.

The Plight Of The Private Securities Litigation Reform Act In The Post-Enron Era: The Ninth Circuit's Interpretation Of Materiality In Employer-Teamster V. America West, Patrick Hall

BYU Law Review

No abstract provided.

A Good Old Habit, Or Just An Old One? Preferential Tax Treatment For Reorganizations, Yariv Brauner

BYU Law Review

No abstract provided.

Aurora Credit Services, Inc. V. Liberty West Development, Inc.: An Analysis Of Shareholder Derivative Suits In Closely Held Corporations, Robbie G. Yates

BYU Law Review

No abstract provided.