Business Organizations Law Commons^™

Policing Corporate Crime: The Dilemma Of Internal Compliance Programs, Michael Goldsmith, Chad W. King

Vanderbilt Law Review

In recent years, federal and state laws have sought to promote good corporate citizenship by encouraging business entities to establish internal compliance programs designed to avoid-or at least detect-illicit conduct. The most significant impetus toward effective internal corporate policing occurred in 1991, when the United States Sentencing Guidelines (Sentencing Guidelines) made the existence of an "effective" internal compliance program the sine qua non for receiving leniency upon conviction. As a result, corporations nationwide have sought to establish compliance programs that qualify for preferred treatment under federal law. Such programs, however, have produced an unanticipated dilemma for many businesses: when a …

Private Ownership And Corporate Performance: Some Lessons From Transition Economies, Roman Frydman, Cheryl W. Gray, Marek P. Hessel, Andrzej Rapaczynski

Faculty Scholarship

Data on mid-sized firms in three transition economies provide strong evidence that private ownership – for worker ownership – improves corporate performance. And the privatized firms' superior ability to generate revenues allows those firms to sustain or expand employment.

Using a large sample of data on mid-sized firms in the Czech Republic, Hungary, and Poland, Frydman, Gray, Hessel, and Rapacynski compare the performance of privatized and state firms in the environment of the postcommunist transition.

They find strong evidence that private ownership – for worker ownership – improves corporate performance. They find no evidence of the privatization shock that was …

The Net Profits Puzzle, Victor P. Goldberg

Faculty Scholarship

The use of "net profits" clauses in the movie business poses a problem. The standard perception is that Hollywood accounting results in successful films showing no net profits. If that is indeed so, then why have they survived for over four decades? This Essay argues that a successful movie will fail to yield net profits only if a "gross participant" (a major star whose compensation is in part a function of the film's gross receipts) becomes associated with the film. Since the net profits participants typically are associated with a project first, the question becomes: Why would they be willing …

The Bylaw Battlefield: Can Institutions Change The Outcome Of Corporate Control Contests?, John C. Coffee Jr.

Faculty Scholarship

What, if anything, can institutional investors do to influence the course and outcome of corporate control contests? The traditional answer was relatively little. To be sure, institutions could tender their shares in a tender offer or vote in a proxy contest to oust the incumbent board, but such a role was essentially reactive and contingent. It required that an offer actually be made before institutions could respond on an after-the-fact basis. Similarly, institutions have occasionally conducted precatory proxy campaigns calling upon the board to redeem its poison pill, but management was free to ignore these requests (and has done so).

Searching For Negotiability In Payment And Credit Systems, Ronald J. Mann

Faculty Scholarship

The casual observer of the legal academy would assume that negotiability is a legal principle of foundational importance to our nation's payment and credit systems. All of the obvious indicators support that assumption. Among other things, the 1980s witnessed a major effort by the American Law Institute and the National Conference of Commissioners on Uniform State Laws to update and revise the relevant provisions of the Uniform Commercial Code. Similarly, negotiability continues to occupy a safe position in law school curricula, as prominent academics at our most elite schools continue to write casebooks focusing on negotiability. Most recently, for example, …

Mergers And Acquisitions In The European Community And The United States: A Movement Toward A Uniform Enforcement Body, David Snyder

Scholarly Articles in Law Reviews & Journals

No abstract provided.

Heavy Duty Ii: Forming A Business Entity In The United States, Aleta Estreicher, Warren Green

Articles & Chapters

No abstract provided.

Pandora’S Box: Managerial Discretion And The Problem Of Corporate Philanthropy, Faith Stevelman

Articles & Chapters

Corporate giving to 501(c)(3) nonprofits (“charities”) is a more curious, varied and interesting phenomenon than commentators have recognized. Such “gifts” can be grouped generally into four categories. First, Giving to executives’ preferred charities represents an alternative form of compensation. Second, corporate philanthropy is often tied to the company’s commercial advertising, as a method of promoting consumer goodwill and sales. Thirdly, some corporate gifts may be motivated by their leaders’ desire to “give back” to the community, as an expression of corporate social responsibility. Finally, corporations may use contributions to politically enabled nonprofits, including think tanks and market-oriented/ “public interest” litigation …

Minority Discounts, Fair Market Value, And The Culture Of Estate Taxation, William S. Blatt

Articles

No abstract provided.

University Of Richmond Law Review

University of Richmond Law Review

No abstract provided.

Debt Financing And Motivation, George G. Triantis

University of Richmond Law Review

An individual's performance in a given activity is a function of her effort and her competence, as well as her surrounding conditions. Effort, in turn, can be divided into three characteristics: direction, intensity and duration. Intensity and duration of effort reflect the individual's motivation with respect to the given activity. Motivation is the product of a cognitive process that anticipates the outcomes of effort and, particularly, the degree to which the individual will be satisfied or dissatisfied with her performance. While individuals might define satisfaction in terms of input (i.e., the amount of effort applied to the task), they more …

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

University of Richmond Law Review

This is an interview of Professor Ronald J. Gilson. The interviewer is Cheryl L. Conner.

The Technically Skilled Worker And The Corporation: Dagwood, Dilbert And Beyond, Nancy J. Jensen

University of Richmond Law Review

Corporate America finds itself in a sea of change. This change is the result of many factors including rapid technological developments so revolutionary that some have suggested that a third industrial revolution, the Age of Informatics, is at hand. Dynamic and profound changes in corporate organiza- tions abound as a result of the numerous leveraged buyouts of the 1980s and globalization of the world economy.

Firm Capabilities And Managerial Decision-Making: A Theory Of Innovation Biases, Janet E. L. Bercovitz, John M. De Figueiredo, David J. Teece

Faculty Scholarship

No abstract provided.

Tying Meets The New Institutional Economics: Farewell To The Chimera Of Forcing, Alan J. Meese

Faculty Publications

No abstract provided.

A New Direction For State Corporate Codes, Mark J. Loewenstein

Publications

No abstract provided.

What's In A Name: An Argument For A Small Business Limited Liability Entity Statute (With Three Subsets Of Default Rules), Dale A. Oesterle, Wayne M. Gazur

Publications

The recent proliferation of small business entity forms is primarily a result of their tax characterization. With the recent adoption of the IRS "check-the-box" regulations and, as a consequence, the elimination of traditional tax distinctions, many of these forms have lost their appeal. This article proposes starting over with one form, the "limited liability entity." Part I discusses the history of small business forms. Part II analyzes the current forms in light of the recent check-the- box legislation. Part III discusses the necessity of and rationale behind a unified entity statute. Finally, Part IV outlines a unified limited liability entity …