Business Organizations Law Commons^™

Intercompany Transfer Pricing Regulations Under Internal Revenue Code Section 482: The Noose Tightens On Multinational Corporations, 28 J. Marshall L. Rev. 915 (1995), Michael Avramovich

UIC Law Review

No abstract provided.

The General Agreement: From Tariffs And Trade To Sustainable Development, Mark Anthony Drumbl

Scholarly Articles

In order to deal adequately with the immense environmental problems we face, it is not sufficient to clean up past mistakes. We must also restructure traditional trade practices to curtail future environmental harms. This article is an attempt to offer ideas as to how such a restructuring could take place.

Environmental degradation is increasingly becoming an issue of global security. Water depletion, air pollution, deforestation, soil erosion, and the possibility of rising sea levels in overcrowded regions are all phenomena that may prompt mass migrations. This, in turn, might incite group conflicts. In this regard, environmentally related issues could constitute …

Shareholders' Preemptive Rights In West Virginia, Lori A. Dawkins

West Virginia Law Review

No abstract provided.

The West Virginia Limited Liability Company Act: Time For A Change, Noel P. Brock Cpa

West Virginia Law Review

No abstract provided.

China On The Horizon: Exploring Current Legal Issues, 28 J. Marshall L. Rev. 639 (1995), Preston M. Torbert

UIC Law Review

No abstract provided.

Kahn V. Virginia Retirement System: The Impact Of Rule 10b-5'S Corporate Disclosure Requirements On The Williams Act's Tender Offer And Best Price Rules, Henry L. Scott Nearing Iii

Villanova Law Review (1956 - )

No abstract provided.

Two Cheers For Specialization, Jeffrey W. Stempel

Scholarly Works

Professor Dreyfuss adopts what might be termed the more conservative and deferential view of the efficacy of Delaware corporate law in her paper and her presentation. This approach generally views the market as making a statement with which one should not lightly quarrel. Because Delaware continues to attract incorporations, this view posits that the state's attraction is the superiority of its corporate law compared to other states, which lack a semi-specialized Chancery Court. Consequently, in a race to the top of corporate standards, legal rules and adjudications, Delaware's success in the market suggests that Delaware's legal product is good.

Other …

A Primer On The Basics Of Directors' Duties In Delaware: The Rules Of The Game (Part I), Craig W. Palm, Mark A. Kearney

Villanova Law Review (1956 - )

No abstract provided.

Internal Governance Standards, Suramya Balachandran

LLM Theses and Essays

Corporate control has a variety of connotations; it can mean the group of individuals who are regarded as “the control” of a corporation, the office of a corporation, or a fiduciary relationship between the office holder and the corporation. Corporate control transactions are changes in a corporation’s structure motivated by the desire for growth of the corporation, such as setting up new divisions, acquiring or being acquired by another corporation, selling or buying stock, and entering or leaving markets. Control transactions have been a successful business practice since the 1980s. The first part of this thesis analyzes the benefits of …

The Relevant Market In European Merger Law, Benedicte Haubold

LLM Theses and Essays

Due to the rapid acceleration of merger movements in the 1980s, the adoption of new merger regulation was a must for the European market. Before the new merger regulation was adopted in 1989, the European Commission used to apply the general competition rules of the Rome Treaty when dealing with mergers. The Commission used to interpret Articles 85 and 86 of the Rome Treaty as a means to condemn mergers that would lead to an abuse of a dominant position at a European level; at that time, there was an absence of complete and systematic control as far as structural …

Corruption Of The Class Action: The New Technology Of Collusion, John C. Coffee Jr.

Faculty Scholarship

Professor Coffee's article, an oral version of which was given at the Cornell Mass Torts conference, is appearing in the Columbia Law Review. However, because commentators in this volume have responded to it, he has authorized the following summary of his views.

Shareholder Dividend Options, Zohar Goshen

Faculty Scholarship

This Article proposes a legal norm that shifts discretion over dividend policy from managers to the capital markets (i.e., shareholders). State corporate law could effect such a shift by adopting a rule that mandates shareholder control over the dividend decision. The rule would require every firm to adopt an option mechanism that, at predetermined dates, provided each of the firm's shareholders with the right to select either cash or stock dividends in an amount equal to the shareholder's pro rata share of the firm's earnings. For instance, the law might require that, once a year, the firm offer to each …

Competition Versus Consolidation: The Significance Of Organizational Structure In Financial And Securities Regulation, John C. Coffee Jr.

Faculty Scholarship

It's as predictable as the swallows' return to Capistrano. At the outset of each new Administration, a Presidential Task Force proposes a restructuring of the federal administrative agencies. New developments in rapidly evolving markets, it is argued, require a consolidation of agencies to generate a broader perspective, to create a "level playing field," and to end the possibility of a "race to the bottom" (to the extent that market participants can opt for one regulatory system over another). The proposal draws little overt criticism, but turf-conscious agencies quietly mobilize their constituencies to oppose the reform. The first sign of trouble …

How To Negotiate A Sales Contract, James J. White

Articles

A. Introduction 1. In my experience, lawyers begin negotiating only after the business people have decided upon the description and quality of the product, the time of delivery, and the mode and amount of payment. The lawyers are left with the pathological problems - who gets what in case of trouble. 2. Most of those pathological problems relate to the seller's responsibility if the product does not conform to the contract or otherwise fails to please the buyer. These failures can cause economic loss to the buyer, economic loss to a remote purchaser, or personal injury or property damage to …

Reforming The State-Enterprise Property Relationship In The People's Republic Of China: The Corporatization Of State-Owned Enterprises, Deborah Kay Johns

Michigan Journal of International Law

Part I of this Note first describes the problems that have prodded China to restructure its SOEs and then explains the root of those problems - the state-enterprise property relationship. This part concludes with a description of the unsuccessful attempts to date to reform that relationship. To understand why these efforts have met with little success, Part II explores the way in which most transition economies have attempted to address the ambiguity in the state-enterprise property relationship, by abolishing it through privatization. Although privatization is neither economically nor ideologically suited to China, experience with privatization does hold one lesson for …

An Introduction To Foreign Investment Laws In The People's Republic Of China, 28 J. Marshall L. Rev. 471 (1995), John Zhengdong Huang

UIC Law Review

No abstract provided.

It's Nothing Personal: The Public Costs Of Limited Liability Law Partnerships, N. Scott Murphy

Indiana Law Journal

No abstract provided.

The Privatizing Of Public Wealth, Kary L. Moss, Esq.

Fordham Urban Law Journal

This Article examines the emergence of the problem of corporate welfare, and identifies and discusses various legal solutions. It identifies state and local governments, in conjunction with unions, workers and community organizations, as the appropriate actors to reform a system which has become an abuse of public trust and the general welfare. Part I of this Article examines the emergence of the tax abuse phenomenon and documents its impact on local economies in this country. Part II discusses the legal scheme which frames the various legal strategies that have been employed by communities to challenge subsidy arrangements. Part III identifies …

Book Review: M.Gillen "Securities Law In Canada" (Carswell, 1992), Mary Condon

Articles & Book Chapters

As a neophyte securities law teacher, I approached Professor Gillen's book, Securities Law in Canada, in hopeful anticipation. Would it be the useful, up-to-date teaching tool, suitable for students with little or no background in the area, that is seriously lacking in the Canadian securities law bibliography? I was not disappointed. The book is a very readable, well-organized and comprehensive overview of a subject often considered overly technical and abstruse by students.

Educators Who Drive With No Hands: The Application Of Analytical Concepts Of Corporate Law In Certain Cases Of Educational Malpractice, Cheryl L. Wade

Faculty Publications

(Excerpt)

The national debate concerning the inadequacies of public schools in the United States and ways to alleviate some of the problems that plague them continues to rage. The performance of children in the United States on standardized tests is dangerously poor, and the rate of illiteracy dangerously high. An alarmingly large number of students do not finish high school. Education is often compromised because of crowded classrooms and shortages in school personnel and textbooks. Part of the debate about the problems in public education involves the search for someone or something to blame. While societal problems contribute to the …

Strategic Alliances: Emerging Trends In Future Corporate Business, Naresh Menghraj Gehi

LLM Theses and Essays

A strategic alliance is an arrangement for economic collaboration between firms at the same level of distribution, involving an exchange of critical skills aimed at buffering the core business strategy, technology, or markets of the partners. Research indicates that the care and thought of the strategic alliance partners increases with the importance of the venture to the strategic objectives of the entity. This paper describes the importance of strategic alliances in today’s competitive world. It examines the benefits of entering into strategic alliances, the legal implications of strategic alliances, and various industries where strategic alliances are dominant. Finally, this paper …

The Savings And Loan Debacle Of The 1980s: White-Collar Crime Or Risky Business, William K. Black, Calavita Kitty, Pontell N. Henry

Faculty Works

This paper examines the role of white-collar crime in the savings and loan crisis. Noting economists' assertions that crime was only a minor ingredient in the crisis, we compare the explanatory power of this "minimal fraud" model to that of its "material fraud" alternative. Bringing together evidence from every major study of thrifts in the 1980s, we argue that only the material fraud hypothesis can make sense of these data. This study demonstrates the utility of deductive reasoning in distinguishing between white-collar crime and ordinary business transactions, thereby potentially contributing to prosecutorial efforts, and helping resolve long-standing methodological dilemmas confront­ing …

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 …

The Transformation Of French Corporate Governance And United States Institutional Investors, James A. Fanto

Faculty Scholarship

No abstract provided.

University Of Richmond Law Review

University of Richmond Law Review

No abstract provided.

Annual Survey Of Virginia Law: Business And Corporate Law, Katherine Ennis Wychulis, David S. Haddock Ii

University of Richmond Law Review

This article reviews recent developments in the law affecting Virginia businesses and corporations. Part II discusses recent judicial decisions in Virginia courts involving businesses and corporations. Part III discusses several acts of the 1995 session of the Virginia General Assembly that amend Virginia's corporate, partnership, limited liability company and securities act statutes.

Case Studies: Operating Business And Venture Business, James J. Wheaton

William & Mary Annual Tax Conference

No abstract provided.

Limited Liability Partnerships, James J. Wheaton

William & Mary Annual Tax Conference

No abstract provided.

Fiduciary Rules And Rupa, J. Dennis Hynes

Publications

No abstract provided.

The Case Against Regulating The Market For Contingent Employment, Maria O'Brien

Faculty Scholarship

No abstract provided.