Business Organizations Law Commons^™

The Corporate Attorney-Client Privilege: A Study Of The Participants, Vincent C. Alexander

Faculty Publications

Empirical research on the practical effects of the attorney-client privilege in the corporate context has been almost nonexistent. This Article seeks to help fill the gap by synthesizing traditional doctrinal analysis with the results of a survey of individuals with first-hand information about the subject: corporate attorneys, corporate management, and federal judges and magistrates. The survey, which consisted of 182 interviews in New York City, produced a broad range of information about some of the assumptions underlying the corporate privilege, the forms and processes of corporate attorney-client communications and the adjudication of privilege claims.

Executive Loans From Corporate Funds, Jayne W. Barnard

Faculty Publications

The author surveys the laws affecting loans made by a corporation to its executives, including the state loan enabling statutes, the applicable tax laws, and any disclosurerequirements. Also discussed is the applicability of Regulation G to loans made by a corporation to facilitate share purchases by its executives. Finally, the author enumerates the risks inherent in executive lending and makes suggestions for risk minimization.

Entity Classification And Integration: Publicly Traded Partnerships, Personal Service Corporations And The Tax Legislative Process, John W. Lee

Faculty Publications

No abstract provided.

Corporate Loans To Directors And Officers -- Every Business Now A Bank?, Jayne W. Barnard

Faculty Publications

In most states, a corporation may loan money to an officer or director if the board of directors authorizes the loan and finds that it will "benefit" the corporation. According to Professor Jayne W. Barnard, however, this benefit requirement has proved to be an illusory standard. Barnard reviews existing law on the subject and surveys the executive lending practices of 152 publicly held corporations. She concludes that executive loan enabling statutes have failed to consider the risks involved in making such loans, such as illiquidity, inadequate collateralization, inclination to default, and volatility of the economy. As a result, current laws …

Executives Raiding The Corporate Cookie Jar, Jayne W. Barnard

Faculty Publications

No abstract provided.

Curbing Management Conflicts Of Interest -- The Search For An Effective Deterrent, Jayne W. Barnard

Faculty Publications

No abstract provided.

Subchapter S Distributions And Pseudo Distributions: Proposals For Revising The Defective Blend Of Entity And Conduit Concepts, Glenn E. Coven

Faculty Publications

No abstract provided.

Making Subchapter S Work, Glenn E. Coven

Faculty Publications

No abstract provided.

Start-Up Costs, Section 195 And Clear Reflection Of Income: A Tale Of Talismans, Tacked-On Tax Reform And A Touch Of Basics, John W. Lee

Faculty Publications

No abstract provided.

Dual Class Capitalization: A Reply To Professor Seligman, George W. Dent

Faculty Publications

Professor Joel Seligman's article, Equal Protection in Share- holder Voting Rights: The One Common Share, One Vote Contro- versy,' is an impressive accomplishment in many respects. It confirms his status as premier historian of our securities laws and markets.2 It also provides a powerful analysis of, and the first se- rious argument against, dual class capitalization, and proposes a thoughtful solution to the problems it raises. Despite these formi- dable assets, some of Professor Seligman's conclusions are debata- ble. First, Professor Seligman argues that the Securities and Exchange Commission (SEC) can impose on the National Associa- tion of Securities Dealers …

Unprofitable Mergers: Toward A Market-Based Legal Response, George W. Dent

Faculty Publications

The reams of commentary on corporate mergers, acquisitions, and tender offers have focused largely on protection of shareholders of acquired (or target) companies from both the depredations of acquiring (or raider) companies and the cupidity of their own managements in either negotiating the terms or obstructing the accomplishment of transactions. Virtually no attention has been paid to the plight of shareholders of acquiring companies devastated by unwise acquisitions. This oversight is surprising: some acquisitions have been spectacular disasters, destroying hundreds of millions of dollars in the value of the acquiring company's stock.1 Nor are these isolated cases: on average, acquisitions …

Limiting Losses Attributable To Nonrecourse Debt: A Defense Of The Traditional System Against The At-Risk Concept, Glenn E. Coven

Faculty Publications

No abstract provided.

The Subchapter S Revision Act: An Analysis And Appraisal, Glenn E. Coven

Faculty Publications

No abstract provided.

The Relevance Of Fresh Investment To The Characterization Of Corporate Distributions And Adjustments, Glenn E. Coven

Faculty Publications

No abstract provided.

Ancillary Relief In Federal Securities Law: A Study In Federal Remedies, George W. Dent

Faculty Publications

After describing the history and current practice of ancillary relief in federal securities law, this Article analyzes the general law of federal remedies and ancillary relief, including ancillary relief in other areas of administrative law, recent developments in federal equity, statutory interpretation, and federal common law, and implied statutory remedies. The Article then examines pertinent aspects of the federal securities laws, including their legislative history and recent judicial interpretations. On this basis the Article recommends both a general approach to ancillary relief in federal securities law and responses to problems of specific remedies. Finally, the Article discusses ancillary relief under …

The Fallacy Of Weighting Asset Value And Earnings Value In The Appraisal Of Corporate Stock, Elmer J. Schaefer

Faculty Publications

No abstract provided.

A Constitutional Analysis Of The Delaware Director-Consent-To-Service Statute, Susan Grover

Faculty Publications

No abstract provided.

Capital Expenditures: A Result In Search Of A Rationale, John W. Lee, Nina R. Murphy

Faculty Publications

No abstract provided.

The Revolution In Corporate Governance, The Monitoring Board, And The Director's Duty Of Care, George W. Dent

Faculty Publications

The theory of corporate governance underwent a revolution in the 1970's. Theorists finally abandoned the myth that a public corporation' is managed by its board of directors, and constructed a new model under which the corporation is managed by its executive officers, and the board, dominated by outside directors, monitors management's performance. This new "monitoring model" has gained wide acceptance among commentators, and several of its elements have been adopted by many public corporations. Even those commentators who do not enthusiastically embrace the entire monitoring model tend to agree that monitoring management is a significant board function.

But expositions of …

The Power Of Directors To Terminate Shareholder Litigation: The Death Of The Derivative Suit?, George W. Dent

Faculty Publications

This article will analyze the problems raised by the board's attempt to terminate shareholder suits and will advance proposals to deal with those problems.

Liabilities In Excess Of Basis: Focht, Section 357(C)(3) And The Assignment Of Income, Glenn E. Coven

Faculty Publications

No abstract provided.

Proposed Regs. Under 355 Overhaul Device Test And Single-Business Divisions, John W. Lee

Faculty Publications

Newly issued Proposed Regulations, under Section 355, follow recent decisions allowing horizontal divisions of a single business. In addition, the proposals introduce factors for determining whether a Section 355 transaction is a device for bailing out earnings" Mr. Lee analyzes these and other changes in the Proposed Regulations.

New Developments In The Taxation Of Real Estate Partnerships, Michael T. Madison

Faculty Publications

No abstract provided.

A Reconsideration Of The Stock Market Exception To The Dissenting Shareholder's Right Of Appraisal, Robert H. Jerry Ii

Faculty Publications

Legislation has attempted to balance fairly the interests of the dissenting shareholder against the corporation's need to reorganize in response to changing economic conditions. The bull market that lasted through 1972 persuaded many drafters of corporate statutes that a dissenting shareholder's interests were adequately protected if he could sell his shares on the market. Accordingly, they promulgated the stock market exception to limit the situations in which the appraisal remedy might inhibit needed corporate flexibility. Low stock prices during 1973 and 19741 have generated a need to reassess this balancing of interests and to reconsider the desirability of the stock …

The Future Of Corporate Democracy, Harvey Frank

Faculty Publications

No abstract provided.

How To Salvage Tax Benefits When A Professional Corporation Disbands, John W. Lee

Faculty Publications

One of the main concerns of a shareholder in a professional corporation that is dissolving is to protect his interest in the corporation's qualified deferred compensation plan. By use of a case study, Mr. Lee analyzes several methods available for a shareholder to preserve his interest. He also presents a possible solution to other problems arising in connection with the professional corporation's dissolution, such as splitting up the practice (and its accounts receivable) and the status of liquidating distributions if the professionals reincorporate separately.

Section 335 Active Business Management: What Advice To Give Clients Today, John W. Lee

Faculty Publications

The IRS in three Rulings has taken the position that services for the distributing corporation performed through independent contractor could not satisfy the active business requirement test of Section 355. Mr. Lee analyzes the Rulings in light of case law and legislative history that have interpreted the Code's active business test. He concludes that further court tests will be necessary before there can be complete reliance upon active conduct by an independent contractor.

Constructive Cash Distributions In A Partnership: How And When They Occur, Robert S. Parker Jr., John W. Lee

Faculty Publications

Constructive cash distributions to partners with possible concomitant severe tax impact can occur whenever a partners share of firm or individual liabilities is cut. This reduction of liabilities can be triggered by a variety of typical partnership transactions. Messrs. Parker arid Lee analyze those transactions under which there is the danger of unforeseen taxation and urge extreme caution.

The "Active Business" Test Of Section 355: Implications Of A Trilogy Of Revenue Rulings, John W. Lee

Faculty Publications

No abstract provided.

Pre-Operating Expenses And Section 174: Will "Snow" Fall?, John W. Lee

Faculty Publications

No abstract provided.