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Seattle University Law Review

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Articles 391 - 414 of 414

Full-Text Articles in Business Organizations Law

Corporations And Political Speech: Should Speech Equal Money?, David Skover, Lisa Danetz, Martin Redish, Scott Thomas Jan 2007

Corporations And Political Speech: Should Speech Equal Money?, David Skover, Lisa Danetz, Martin Redish, Scott Thomas

Seattle University Law Review

Welcome now to the panel on corporations and political speech. We will explore the First Amendment jurisprudence of campaign finance regulation and some of the more controversial issues raised by corporate involvement in the marketplace of political ideas and elections.

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Protecting The Polity: Strategies For Reform, Dana Gold, Solange Bitol-Hansen, Charlie Cray, Bruce Freed Jan 2007

Protecting The Polity: Strategies For Reform, Dana Gold, Solange Bitol-Hansen, Charlie Cray, Bruce Freed

Seattle University Law Review

This session is Protecting the Polity: Strategies for Reform, and we frame this as additional strategies that are actually percolating in a concrete way out in the real world, not just in the world of academic theory, to promote citizen participation in a democracy that countenances corporate influence in the political process.

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Keynote Speech, Mark Crispin Miller Jan 2007

Keynote Speech, Mark Crispin Miller

Seattle University Law Review

Corporations tend to work against immediate contact. They tend to discourage familial bonds and popular interaction. They are allergic to democracy. Because corporations are usually in the business of selling deviations of various kinds, they tend to want a world in which each one of us is completely walled off in a portable, wonderful land of communication technology. Corporations want a world where everything is done for us. A world where everything is presented to us through a corporate medium, so that what once looked like satire is now commonly represented as an admirable ideal. To that end, I am …

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Curbing Shareholder Voting Groups With A New Philosophy For Washington's Business Corporation Act, Tilman Larson Jan 2007

Curbing Shareholder Voting Groups With A New Philosophy For Washington's Business Corporation Act, Tilman Larson

Seattle University Law Review

This Comment explores Washington's changing philosophy of shareholder voting and how the current developments to Washington's corporate law have impacted shareholder voting group rights. In light of Washington's corporate law history, the underlying reasons for the amendments, and case law, this Comment argues that the recent amendments have altered, rather than preserved, what has been historically the true philosophy underlying Washington corporate law: minority shareholder rights. Part II of this Comment tracks the evolution of voting group rights through past Washington law and until the present Washington Business Corporation Act. Part III discusses the underlying reasons for the amendments, addresses …

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Corporate Personhood And The Rights Of Corporate Speech, Adam Winkler Jan 2007

Corporate Personhood And The Rights Of Corporate Speech, Adam Winkler

Seattle University Law Review

My objective here is to provide a little historical background on business corporations and their place in First Amendment law. In the course of that overview, I will also make a few observations that I believe can be helpful in thinking about corporate speech rights. First, I will argue that one aspect of the constitutional status of corporations-the notion of corporate personhood-has not played the central role in shaping corporate speech rights that some believe. Corporations have free speech rights, but they are more limited than those held by individuals. Second, I will argue that there is not a single …

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The Corporatization Of Communication, Eric Chiappinelli, Adam Candeub, Jeffrey Chester, Lawrence Soley Jan 2007

The Corporatization Of Communication, Eric Chiappinelli, Adam Candeub, Jeffrey Chester, Lawrence Soley

Seattle University Law Review

Our next panel discusses the corporatization of communication.

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Corporations And Commercial Speech, Ron Collins, Mark Lopez, Tamara Piety, David Vladeck Jan 2007

Corporations And Commercial Speech, Ron Collins, Mark Lopez, Tamara Piety, David Vladeck

Seattle University Law Review

Today's discussion will be about a rather famous case-actually, a non-case, Nike v. Kasky.

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Should Corporations Have First Amendment Rights?, Kent Greenfield, Daniel Greenwood, Erik Jaffe Jan 2007

Should Corporations Have First Amendment Rights?, Kent Greenfield, Daniel Greenwood, Erik Jaffe

Seattle University Law Review

As Professor Winkler correctly stated, current doctrine emphasizes the rights of listeners rather than the identity of corporate speakers. My argument is, in effect, that this emphasis misses the key point. But I will not deal with listeners directly. I am simply going to assume, rather than argue, that if corporate advertising were ineffective in influencing voters or legislators, normal market processes would eliminate it. I'm going to take it for granted that when corporations speak, it makes a difference in the actual results.

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The Use Of Hiring Preferences By Alaska Native Corporations After Malabed V. North Slope Borough, James P. Mills Jan 2005

The Use Of Hiring Preferences By Alaska Native Corporations After Malabed V. North Slope Borough, James P. Mills

Seattle University Law Review

This article argues that Native corporations can provide employment preferences for Alaska Natives, so long as they are appropriately tailored to provide employment preferences to that corporation's shareholders or those closely related to the shareholders. Moreover, a hiring preference based on shareholder status is not a preference based on race and, as such, does not violate Alaska state law.24 But even if the Alaska Supreme Court found that these hiring preferences did violate the state constitution, given the federal government's unique relationship with Native corporations 25 and Congress's clear intent for Native corporations to favor Alaska Natives in their hiring …

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The Practical Soul Of Business Ethics: The Corporate Manager's Dilemma And The Social Teaching Of The Catholic Church, Leo L. Clarke, Bruce P. Frohnen, Edward C. Lyons Jan 2005

The Practical Soul Of Business Ethics: The Corporate Manager's Dilemma And The Social Teaching Of The Catholic Church, Leo L. Clarke, Bruce P. Frohnen, Edward C. Lyons

Seattle University Law Review

This Article focuses on and attempts to dispel an overly narrow view of the moral responsibilities of corporations and their managers. Many businessmen and lawyers, relying on prevailing approaches to business ethics, labor under the misperception that the moral ladder in the business world has only one rung: "Be honest." Americans, however, should, can and do expect more from the managers of our large corporations, and virtually every Fortune 100 company publicly espouses a "social responsibility" far exceeding mere honesty. Further, as is demonstrated, American jurisprudence is consistent with those expectations. This Article's thesis is that Catholic Social Teaching provides …

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The Code For Corporate Citizenship: States Should Amend Statutes Governing Corporations And Enable Corporations To Be Good Citizens, Elisa Scalise Jan 2005

The Code For Corporate Citizenship: States Should Amend Statutes Governing Corporations And Enable Corporations To Be Good Citizens, Elisa Scalise

Seattle University Law Review

Corporations are important social actors. They are created by law and create products, services, jobs, and wealth upon which modem societies rely. Investments injected by corporations bring jobs, capital, and technology to communities, thereby raising living standards and creating derivative rights such as education, health and housing, and political freedoms. Modem corporations allow entrepreneurs to raise massive amounts of capital for large projects and research, which results in innovation and a wide range of products and services. However, these same corporations can also cause social harm. They are structured in such a way that it is possible for agents in …

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Clicks And Mortar: Taxing Multinational Business Profits In The Digital Age, Aldo Forgione Jan 2003

Clicks And Mortar: Taxing Multinational Business Profits In The Digital Age, Aldo Forgione

Seattle University Law Review

This Article argues that governments should abandon the treaty concept of permanent establishment and adopt international tax reforms that restore the primacy of "market country taxation of multi-national business profits promoted by domestic tax laws. Part I explores several emerging e-commerce issues that demonstrate the tension of introducing traditional tax norms to a digital environment. Part II reviews historical and recent developments in the international taxation of business profits and looks at the underlying trends and sentiments for reform of the existing system of global taxation of business income. Part III canvasses several prominent international tax reform alternatives proposed by …

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Executive Certification Requirements In The Sarbanes-Oxley Act Of 2002: A Case For Criminalizing Executive Recklessness, Christopher Wyant Jan 2003

Executive Certification Requirements In The Sarbanes-Oxley Act Of 2002: A Case For Criminalizing Executive Recklessness, Christopher Wyant

Seattle University Law Review

This Comment focuses on sections 302 and 906 of the Sarbanes-Oxley Act. Section 302 requires Chief Executive Officers (CEOs) and Chief Financial Officers (CFOs), or their equivalents, to personally certify the accuracy of financial disclosure filings required by the SEC and to vouch for the reliability of the internal corporate controls that produce that information.'4 Section 906 contains an additional certification requirement and provides specific criminal penalties for willful or knowing violations of that requirement.'" An efficiency-based analysis of these two sections of the Sarbanes-Oxley Act suggests that including a recklessness standard of intent would be more likely to increase …

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A Practitioner's Perspective On The Tenure Of Chancellor William T. Allen, Jesse A. Finkelstein Jan 1998

A Practitioner's Perspective On The Tenure Of Chancellor William T. Allen, Jesse A. Finkelstein

Seattle University Law Review

This Essay is part of a tribute issue that was compiled in honor of William T. Allen, Chancellor of the Delaware Court of Chancery, after he announced his intention not to seek reappointment.

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". . . Skepticism But Not Cynicism": Chancellor Allen's Scrutiny Of Special Committees, James C. Freund Jan 1998

". . . Skepticism But Not Cynicism": Chancellor Allen's Scrutiny Of Special Committees, James C. Freund

Seattle University Law Review

This Essay is part of a tribute issue that was compiled in honor of William T. Allen, Chancellor of the Delaware Court of Chancery, after he announced his intention not to seek reappointment.

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Chancellor Allen And The Fundamental Question, D. Gordon Smith Jan 1998

Chancellor Allen And The Fundamental Question, D. Gordon Smith

Seattle University Law Review

In this article, the author explains Chancellor Allen's expansive reputation by examining his ability to speak to what philosopher John Danley calls "the fundamental question": "What is the appropriate role of the modem corporation in a free society?" From the chartering of the first corporations in the United States to the present day, debate over the fundamental question has been rancorous. On one side of the debate stand those who believe that society is best served when corporations strive to maximize profits for the benefit of shareholders; on the other side stand those who believe that corporations should have some …

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Bill Allen In Class, Eric A. Chiappinelli Jan 1998

Bill Allen In Class, Eric A. Chiappinelli

Seattle University Law Review

This Essay is part of a tribute issue that was compiled in honor of William T. Allen, Chancellor of the Delaware Court of Chancery, after he announced his intention not to seek reappointment.

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You Wanna Do What? Attorneys Organizing As Limited Liability Partnerships And Companies: An Economic Analysis, Mark Rosencrantz Jan 1996

You Wanna Do What? Attorneys Organizing As Limited Liability Partnerships And Companies: An Economic Analysis, Mark Rosencrantz

Seattle University Law Review

Although many states have embraced the concept of limited liability for attorneys, approval is not universal. Rhode Island and California statutorily ban attorneys from practicing in such forms. Further, even those states that have embraced the concept recognize concerns that, under a limited liability scheme, the quality of attorney work may suffer, and sufficient funds may not be available for potential plaintiffs. This Comment argues that attorneys should be allowed to limit their liability by using the LLP and LLC forms to provide relief from the upsurge of liability because traditional arguments against attorneys' use of such forms ignore the …

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The Professional Liability Crisis And The Need For Professional Limited Liability Companies: Washington's Model Approach, Bryan Smith Jan 1995

The Professional Liability Crisis And The Need For Professional Limited Liability Companies: Washington's Model Approach, Bryan Smith

Seattle University Law Review

This Comment argues that every state should allow professionals to take advantage of LLC statutes, as Washington has done. Such action will provide protection for accountants and lawyers from the wave of litigation that has surfaced in recent times and to restore an element of confidence to these professions. This Comment further asserts that allowing professionals to use LLC statutes is not only consistent with the duties peculiar to the accounting and legal professions, but also a necessary step when viewed in light of the policies of fairness, efficiency, and public protection. Initially, Part II of this Comment describes the …

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A Step In The Right Direction: Washington Passes The Limited Liability Company Act, Jessica A. Eaves Jan 1994

A Step In The Right Direction: Washington Passes The Limited Liability Company Act, Jessica A. Eaves

Seattle University Law Review

This Article describes how and why the LLC Act was passed, and provides a general outline of the LLC form in Washington. Section II outlines the perceived barriers to operating a business in Washington state. Section III sets out a brief legislative history of the Act, including the attempts by the Washington State Trial Lawyers Association to block the legislation, and proposed amendments to the legislation. Section IV describes the specifics of the LLC entity by reference to the Washington Limited Liability Company Act. Section IV also presents the comparative advantages of LLCs to other business forms. Finally, Section V …

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The Treatment Of Nominee Corporations For Income Tax Purposes, Norton L. Steuben Jan 1993

The Treatment Of Nominee Corporations For Income Tax Purposes, Norton L. Steuben

Seattle University Law Review

This Article traces the development of the nonentity and agency approaches to the treatment of nominee corporations. The nonentity approach had a short lifespan and is of little use today. The agency approach, in contrast, experienced a period of development that resulted in a complex six-factor test that was employed in at least three circuits. When a conflict in the application of the six-factor test developed, the Supreme Court in Commissioner v. Bollinger enunciated a different approach and established a new, more workable standard. This Article explores the limitations of that standard as well as its practical application for planners.

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The Validity Of Washington's Antitakeover Act Under The Commerce And Supremacy Clauses, Maureen B. Callahan, David J. Burman Jan 1989

The Validity Of Washington's Antitakeover Act Under The Commerce And Supremacy Clauses, Maureen B. Callahan, David J. Burman

Seattle University Law Review

This Article addresses the constitutionality of the Washington Act under the Commerce and Supremacy Clauses of the United States Constitution, and concludes that despite its extension to a limited group of foreign corporations, the Act is indeed constitutional under both clauses.

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Serving Two Masters: Commercial Hues And Tax Exempt Organizations, Lawrence Zelenak Jan 1984

Serving Two Masters: Commercial Hues And Tax Exempt Organizations, Lawrence Zelenak

Seattle University Law Review

This article will describe the statutory and regulatory framework of section 501(c)(3), examine how the test has been applied, criticize the test, and suggest a test more in keeping with the language and the spirit of section 501(c)(3). The proposed test is this: If the questioned activity directly accomplishes an exempt purpose of the organization, and if all profits from the activity are used in a manner consistent with the organization's exempt purposes, 6 then the organization should be granted exempt status, whether or not the organization's activities are imbued with a "commercial hue."

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Successor Liability In Washington: When A Successor Should Be Liable For A Predecessor's Products Liability—Meisel V. M & N Modern Hydraulic Press Company, Robert C. Manlowe Jan 1983

Successor Liability In Washington: When A Successor Should Be Liable For A Predecessor's Products Liability—Meisel V. M & N Modern Hydraulic Press Company, Robert C. Manlowe

Seattle University Law Review

This note examines the problem of products liability in the context of modern corporate practice. First, this note addresses products liability doctrine and its underlying rationale. Next, the note focuses on the conflict between the policies underlying the products liability doctrine and the traditional successor liability rules. Finally, this note examines the manner in which the modern rule resolves this inherent conflict and Meisel’s effect on that rule, concluding that the Washington courts should adopt the modern rule without limitations.

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