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Business Organizations Law Commons™

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1997

Discipline
Institution
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Articles 61 - 90 of 107

Full-Text Articles in Business Organizations Law

"Magnificent Circularity" And The Churkendoose: Llc Members And Federal Employment Law, Daniel S. Kleinberger Jan 1997

"Magnificent Circularity" And The Churkendoose: Llc Members And Federal Employment Law, Daniel S. Kleinberger

Faculty Scholarship

This article seeks to explain under what circumstances federal employment statutes should apply to LLC members. Part I recounts the advent of LLCs and describes the essential characteristics of LLCs and their members. Part II explores how federal employment case law handles the employee vel non question and explains the problems in using that case law to determine whether LLC members are "employees" for federal employment law purposes. Part Ill attempts to make sense of that case law and proposes a rule for determining when a business owner can provide services to the business without becoming an "employee." Part IV …

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Shareholder Enforced Market Discipline: How Much Is Too Much?, Eric J. Gouvin Jan 1997

Shareholder Enforced Market Discipline: How Much Is Too Much?, Eric J. Gouvin

Faculty Scholarship

This Article considers the federal banking regulation regime implemented in response to the widespread bank failures of the 1980s and early 1990s. The first section of the Article examines the moral hazard problem created by the presence of the deposit insurance scheme and the market discipline debate that has attempted to correct the moral hazard problem. The Author argues that the law has evolved to make bank holding companies the primary enforcers of market discipline. The Article’s second section examines the specific regulatory changes that have been designed to create an incentive for bank holding companies to impose discipline on …

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Towards A More Balanced Treatment Of Bidder And Target Shareholders, Miriam Baer Jan 1997

Towards A More Balanced Treatment Of Bidder And Target Shareholders, Miriam Baer

Faculty Scholarship

No abstract provided.

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The Criminal Corporation: Is Ohio Prepared For Corporate Criminal Prosecutions For Workplace Fatalities, Judy K. Broussard Jan 1997

The Criminal Corporation: Is Ohio Prepared For Corporate Criminal Prosecutions For Workplace Fatalities, Judy K. Broussard

Cleveland State Law Review

Although the public perception of the meaning of the term "corporate crime" includes white collar crimes such as embezzlement and insider trading, today corporate crime encompasses another meaning in American jurisprudence-violent corporate crime. Corporations charged with such violent crimes generally fall into two categories: (1) those that manufacture or market consumer products which cause death within the general public, and (2) those whose employees are killed due to fatal accidents within the workplace. The usual legal recourse against a corporation responsible for the death of a person, in either of the above categories, is the filing of a civil wrongful …

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"Just Say Never?" Poison Pills, Deadhand Pills, And Shareholder-Adopted Bylaws: An Essay For Warren Buffett, Jeffrey N. Gordon Jan 1997

"Just Say Never?" Poison Pills, Deadhand Pills, And Shareholder-Adopted Bylaws: An Essay For Warren Buffett, Jeffrey N. Gordon

Faculty Scholarship

My topic is Buffett on mergers and acquisitions and how his sage advice on the importance of shareholder choice should be taken to heart by the Delaware Supreme Court, which will soon face far-reaching questions on the distribution of power between shareholders and the board of directors. Recent judicial decisions in other jurisdictions: (i) have declared that a board can maintain a poison pill in the face of a premium hostile bid, the power to "just say no;" (ii) have validated the board's adoption of a so-called "deadhand pill," a poison pill that can be redeemed only by continuing directors; …

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Corporate Philanthropy, Executives' Pet Charities And The Agency Problem, Jayne W. Barnard Jan 1997

Corporate Philanthropy, Executives' Pet Charities And The Agency Problem, Jayne W. Barnard

Faculty Publications

No abstract provided.

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Why We Bother: A Primer In How Activism Enhances Returns, Jon Lukomnik Jan 1997

Why We Bother: A Primer In How Activism Enhances Returns, Jon Lukomnik

Fordham Journal of Corporate & Financial Law

No abstract provided.

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Institutional Investors: Agents Of Change, James E. Heard Jan 1997

Institutional Investors: Agents Of Change, James E. Heard

Fordham Journal of Corporate & Financial Law

No abstract provided.

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Corporate Governance: Does It Make A Difference?, Martin Lipton Jan 1997

Corporate Governance: Does It Make A Difference?, Martin Lipton

Fordham Journal of Corporate & Financial Law

No abstract provided.

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The Activist Board And Corporate Governance, Terrence J. Gallagher Jan 1997

The Activist Board And Corporate Governance, Terrence J. Gallagher

Fordham Journal of Corporate & Financial Law

No abstract provided.

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Corporate Governance In Europe, Patrick Speeckaert Jan 1997

Corporate Governance In Europe, Patrick Speeckaert

Fordham Journal of Corporate & Financial Law

No abstract provided.

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Dealing With The Differences In Compensating Corporate Executives And Llc Members, Samuel P. Starr, Joseph Walshe, Jay M. Lyman Payne Jan 1997

Dealing With The Differences In Compensating Corporate Executives And Llc Members, Samuel P. Starr, Joseph Walshe, Jay M. Lyman Payne

William & Mary Annual Tax Conference

No abstract provided.

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Are There Too Many Cooks In The Corporate Kitchen?, Jill Fisch Jan 1997

Are There Too Many Cooks In The Corporate Kitchen?, Jill Fisch

Fordham Journal of Corporate & Financial Law

No abstract provided.

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Proposals For Reform Of Corporate Boards Of Directors: The Dual Board And Board Ombudsperson, Lynne L. Dallas Jan 1997

Proposals For Reform Of Corporate Boards Of Directors: The Dual Board And Board Ombudsperson, Lynne L. Dallas

Washington and Lee Law Review

No abstract provided.

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The Shaping Force Of Corporate Law In The New Economic Order, Jeffrey N. Gordon Jan 1997

The Shaping Force Of Corporate Law In The New Economic Order, Jeffrey N. Gordon

Faculty Scholarship

My topic for this Allen Chair lecture is the shaping force of corporate governance in the new economic order. It is easy to think of corporate law as an arcane field with mysterious terms and peculiar rules, ultimately of interest only to those who are prepared to bill at least 2000 hours a year to unravel its complexities. This is the view that there is a pointless mystery about shareholders, directors, common stocks, debentures, and the bizarre creature my class encountered recently, a convertible exchangeable cumulative preferred stock; and that ultimately corporate law and practice consists of the expert manipulation …

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The American Corporation In The Twenty-First Century: Future Forms Of Structure And Governance, Azizah Y. Al-Hibri Jan 1997

The American Corporation In The Twenty-First Century: Future Forms Of Structure And Governance, Azizah Y. Al-Hibri

University of Richmond Law Review

The last few decades have ushered in many changes and challenges to the American corporation. Foremost among these is the Technetronic or Information Revolution, which paradoxically not only shrank the world (the macrocosm) into a "global village,"' but at the same time expanded the individual human experience (the microcosm) exponentially. This dual action has created the new Global Economic Order, as well as the sphere of customized industrial production.

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Controlling Strategic Voting: Property Rule Or Liability Rule, Zohar Goshen Jan 1997

Controlling Strategic Voting: Property Rule Or Liability Rule, Zohar Goshen

Faculty Scholarship

Strategic voting – situations where voters place their votes according to their assessment of how other voters will behave rather than according to their actual preference – results in distorted decisionmaking. Strategic voting can cause the company to lose desired transactions and can also be used to coerce voters into accepting alternatives they would have otherwise rejected. An analysis of the various types of strategic voting situations which arise in corporate law demonstrates the author's argument that strategic voting is inherent in the voting mechanism, regardless of the type of group involved or of the decision being made. Maintaining a …

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Contemporary Empirical Merger Analysis, Jonathan Baker Jan 1997

Contemporary Empirical Merger Analysis, Jonathan Baker

Scholarly Articles in Law Reviews & Journals

No abstract provided.

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Piercing Piercing: An Attempt To Lift The Veil Of Confusion Surrounding The Doctrine Of Piercing The Corporate Veil, Franklin A. Gevurtz Jan 1997

Piercing Piercing: An Attempt To Lift The Veil Of Confusion Surrounding The Doctrine Of Piercing The Corporate Veil, Franklin A. Gevurtz

McGeorge School of Law Scholarly Articles

No abstract provided.

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Fiduciary Duty, Contract, And Waiver In Partnerships And Limited Liability Companies, Richard A. Booth Marbury Research Professor Of Law Jan 1997

Fiduciary Duty, Contract, And Waiver In Partnerships And Limited Liability Companies, Richard A. Booth Marbury Research Professor Of Law

Faculty Scholarship

Among the controversies swirling around the promulgations of new uniform statutes governing partnerships and LLCs is the question whether and to what extend fiduciary duties should be made mandatory or waivable. Although courts and commentators have not traditionally focused on the costs of fiduciary duties, the costs are significant in that such duties may preclude agents from engaging in other legitimate ventures. Indeed, fiduciary duty may be used by those to whom it is owed to prevent competition or extort side benefits form participants. Mandatory duties effectively require participants who may identify multiple business opportunities to overinvest their human capital …

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The Shaping Force Of Corporate Law In The New Economic Order, Jeffrey N. Gordon Jan 1997

The Shaping Force Of Corporate Law In The New Economic Order, Jeffrey N. Gordon

University of Richmond Law Review

I am very grateful for the opportunity afforded by this Allen Chair lecture. I grew up in Richmond. During my formative years, between zero and two, my family lived in an apartment on Grace Street, and my mother would push me in the stroller around the block of Lombardy and Grace, where the T.C. Williams Law School was once located. Given all we know about psychology, it surely must be the case that the subliminal suggestion of legal studies at that crucial time accounts for my present occupation as a law professor.

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Esop's Fables: Leveraged Esops And Their Effect On Managerial Slack, Employer Risk And Motivation In The Public Corporation, Hunter C. Blum Jan 1997

Esop's Fables: Leveraged Esops And Their Effect On Managerial Slack, Employer Risk And Motivation In The Public Corporation, Hunter C. Blum

University of Richmond Law Review

Shareholder rights and their influence on corporate governance have become an increasingly important topic in corporate law. The recent wave of corporate downsizing in the early 1990's has disturbed our collective equilibrium. Many now challenge the basic corporate law tenet that the directors hold a fiduciary duty to the shareholders only and the traditional idea that the proper corporate goal is shareholder wealth maximiza- tion.

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The Corporate Opportunity Doctrine-Recent Cases And The Elusive Goal Of Clarity, Harvey Gelb Jan 1997

The Corporate Opportunity Doctrine-Recent Cases And The Elusive Goal Of Clarity, Harvey Gelb

University of Richmond Law Review

Diane, a director and public relations executive of a corporation called Discount Department Stores Inc., ("DDS"), which owns fifteen department stores, was having lunch in a restaurant located next to the DDS headquarters building. She was approached by Alice, a real estate agent, who had met Diane sometime ago at a soccer game involving their children. Alice asked Diane if she could join her for lunch, indicating that she had a business matter she wished to discuss. Alice told Diane that she was the selling agent for the owner of a large piece of real estate with an asking price …

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Organized Labor As Shareholder Activist: Building Coalitions To Promote Worker Capitalism, Marleen A. O'Connor Jan 1997

Organized Labor As Shareholder Activist: Building Coalitions To Promote Worker Capitalism, Marleen A. O'Connor

University of Richmond Law Review

In the past, the traditional question posed by unions was: "which side are you on?"--presenting a clear choice between labor and capital. As membership and bargaining power fall, however, unions are asserting their rights as shareholders to influence corporate decision making outside the conventional labor law framework. Because the National Labor Relations Act does not adequately protect workers' rights, unions have devised innovative methods as shareholders to exercise unprecedented power over managers. In only a few years, labor-shareholders have become highly visible players in the institutional shareholder movement. As a group, labor-shareholders submit one of the largest numbers of shareholder …

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Freedom Of Contract, Fiduciary Duties, And Partnerships: The Bargain Principle And The Law Of Agency, J. Dennis Hynes Jan 1997

Freedom Of Contract, Fiduciary Duties, And Partnerships: The Bargain Principle And The Law Of Agency, J. Dennis Hynes

Publications

No abstract provided.

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Oppression Of Minority Shareholders In Close Corporations: The Dissolution And Buy Out Remedies, Alexis Wochenmarkt Jan 1997

Oppression Of Minority Shareholders In Close Corporations: The Dissolution And Buy Out Remedies, Alexis Wochenmarkt

LLM Theses and Essays

To understand the potentially dramatic consequences of oppression in a close corporation it is in the first instance necessary, to outline the specific characteristics of these corporations. This thesis concentrates on the peculiarities of close corporations. Most states enacted "oppression" as a generic ground for remedial action. This study evaluates the different standards emphasizing reasonable expectations. Reasonable expectations if properly limited appears to be an efficient tool to measure oppression. In other jurisdictions, mainly where oppression is not available as a ground for dissolution, courts encountered the needs of close corporations by enhancing the owed fiduciary duties. Thus, in some …

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Synergy And Friction – Cra, Bhcs, Sba And Community Development Lending, Cassandra Jones Havard Jan 1997

Synergy And Friction – Cra, Bhcs, Sba And Community Development Lending, Cassandra Jones Havard

All Faculty Scholarship

The era of federal funding retrenchment makes acute the need for community businesses to have access to capital. The Small Business Administration (SBA) provides small businesses with access to low-cost loans funds. The existing SBA regulatory scheme fosters an approach which allows a private mechanism, lenders, to make public policy decisions about the socio-economic character of communities. Implicit in the Community Reinvestment Act (CRA) and its recent reforms are a recognition of the complex interdependence among policy objectives. The reform statute specifically recognizes that geographical disinvestment has an equally deleterious effect on small business lending as it does on residential …

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The Role Of Criminal Law In Policing Corporate Misconduct, Gerard E. Lynch Jan 1997

The Role Of Criminal Law In Policing Corporate Misconduct, Gerard E. Lynch

Faculty Scholarship

In the early 1990s, I spent a couple of years as Chief of the Criminal Division in the Office of the U.S. Attorney for the Southern District of New York. One of my principal responsibilities was to hear "appeals" from defense lawyers, usually, although not exclusively, in white collar crime cases. These lawyers felt that their clients should not be indicted, or that the plea offer they had received from the prosecutor in charge of the case was unduly severe. Sometimes their arguments were essentially factual contentions that the government had the wrong take on the evidence – that the …

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The Future Of Corporate Governance In The United States, Ronald J. Gilson Jan 1997

The Future Of Corporate Governance In The United States, Ronald J. Gilson

Faculty Scholarship

This article is an interview of Professor Ronald J. Gilson, Charles J. Meyers Professor of Law and Business, Columbia University Law School. The interviewer is Cheryl L. Conner, a third year law student at the University of Richmond School of Law and the Managing Editor of the Richmond Journal of Law and Technology.

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The Limited Liability Company And The Search For A Bright Line Between Corporations And Partnerships, Richard A. Booth Marbury Research Professor Of Law Jan 1997

The Limited Liability Company And The Search For A Bright Line Between Corporations And Partnerships, Richard A. Booth Marbury Research Professor Of Law

Faculty Scholarship

Despite the potential loss in tax revenue, the Internal Revenue Service (IRS) is making it easier and easier to avoid corporate taxes. Witness the advent of limited liability companies and the proposed "check-the-box" regulations. This article takes a look at the real distinctions between -- and policy supporting -- pass-through and entity level taxation and draws the conclusion that entity level taxation will probably become limited to publicly traded entities only.

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