Business Organizations Law Commons^™

Taxable And Tax-Free Acquisitions And Separations, Mark J. Silverman, Robert H. Wellen, Mark L. Yecies

William & Mary Annual Tax Conference

No abstract provided.

Selected Current Developments In Financial Accounting And Reporting, David W. Larue

William & Mary Annual Tax Conference

No abstract provided.

Capitalization In The Nineties, Glenn R. Carrington

William & Mary Annual Tax Conference

No abstract provided.

Section 338(H)(10) & Appendix, Mark J. Silverman, Jonathan I. Forrest

William & Mary Annual Tax Conference

No abstract provided.

Use Of Limited Liability Companies In Corporate Transactions, Mark J. Silverman, Lisa M. Zarlenga

William & Mary Annual Tax Conference

No abstract provided.

Section 338(H)(10), Mark L. Yecies

William & Mary Annual Tax Conference

No abstract provided.

Contingent Consideration And Contingent Liabilities In Acquisitions: Outline,Addendum, References, Robert H. Wellen

William & Mary Annual Tax Conference

No abstract provided.

Corporate Divisions Under Section 355, Mark J. Silverman

William & Mary Annual Tax Conference

No abstract provided.

Business Associations, Paul A. Quirós, Lynn S. Scott, George Ward Hendon Jr.

Mercer Law Review

This Article surveys recent developments in Georgia's corporate, securities, partnership, and banking law. It covers noteworthy cases decided during the survey period' by the Georgia appellate courts, United States district courts located in Georgia, and the Eleventh Circuit Court of Appeals. Also included in this Article are highlights of recent revisions to the Official Code of Georgia Annotated ("O.C.G.A.").

Collective Rights Adjudication In U.S. Courts: Enforcing Human Rights At The Corporate Level, Kathryn L. Boyd

BYU Law Review

No abstract provided.

Fair Value And Fair Price In Corporate Acquisitions, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

In statutory corporate acquisitions, dissenters' rights entitle shareholders of acquired corporations to obtain a "fair value" for their consideration, while common-law fiduciary duties ensure that such shareholders receive a "fair price" in the transaction. Courts, however, have had difficulty defining and measuring fair value and fair price, leaving this area of the law in disarray. This Article reviews the current framework of appraisal rights and fiduciary duties and proposes refined definitions of fair value and fair price that are based on attractive moral and economic values widely shared by society. The proposal respects the expectations of shareholders and provides guidance …

Reforming The Unbargained Contract: Avoiding Bondholder Claims For Surprise Par Calls, Robert S. Blanc, Randy D. Gordon

Faculty Scholarship

Until the last couple of decades, interest rates remained relatively stable, thus providing little incentive for corporate borrowers to seek novel ways of redeeming purportedly non-callable bonds at par. But with the advent of junk bonds and periods of great interest rate volatility, issuers have been provided with powerful incentives to explore the relatively uncharted waters of par calls. This Article examines the authority for and legality of such par calls and ultimately proposes a redefinition of the issuer-bondholder relationship. This redefinition accounts for the realities of the marketplace and should lead a return to more settled expectations in both …

Limited Liability Companies In Kentucky: Applications & New Topics For The Llc, Office Of Continuing Legal Education At The University Of Kentucky College Of Law, Scott W. Dolson, Charles Fassler, Thomas E. Rutledge, Melony J. Lane, James C. Seiffert, William G. Strench, J. Whitney Wallingford Iii

Continuing Legal Education Materials

Materials from the Limited Liability Companies in Kentucky conference held by UK/CLE in October 1999.

Corporate Liability, Risk Shifting, And The Paradox Of Compliance, William S. Laufer

Vanderbilt Law Review

The evolution of corporate criminal law is explained by the shifting risks of liability and loss between corporations and their agents in accommodating the illogic of vicarious liability. A vivid example of the effects of this risk shifting is seen with the recent emergence of the good citizen corporation movement. This movement en- courages prosecutors with vast discretion to leverage indictments and convictions of subordinate agents, resort to civil and administrative actions against large and medium-sized corporations in place of criminal indictments, compromise agent indemnification, and enforce corporate self-regulation through elaborate plea agreements. Not surprisingly, organizations tend to conceive of …

Bonus Questions--Executive Compensation In The Era Of Pay For Performance, Charles M. Yablon

Articles

No abstract provided.

Feminist Foundations For The Law Of Business: One Law And Economics Scholar's Survey And (Re)View, Barbara Ann White

All Faculty Scholarship

The purpose of this Essay is to suggest frameworks and modes of inquiry for applying feminist legal analysis to business law and the related theory of law and economics. It does so in two ways. One is to assess works already written by feminist scholars in the business law arena, highlighting how those contributions have begun to pave the way towards enriching the scope of business law analysis. The other is to offer two new roles for feminist jurisprudence. One role is to define just (that is, fair) distributions of rights and the other role is to define social judgments …

Misunderstanding Director Duties: The Strange Case Of Virginia, Lyman Johnson

Washington and Lee Law Review

No abstract provided.

Playing Doctor: Corporate Medical Practice And Medical Malpractice, E. Haavi Morreim

University of Michigan Journal of Law Reform

Although health plans once existed mainly to ensure that patients could pay for care, in recent years managed care organizations (MCOs) have attempted to limit expenditures by exercising significant influence over the kinds and levels of care provided. Some commentators argue that such influence constitutes the practice of medicine, and should subject MCOs to the same medical malpractice torts traditionally brought against physicians. Others hold that MCOs engage only in contract interpretation, and do not literally practice medicine.

This Article begins by arguing that traditional common law doctrines governing corporate practice of medicine do not precisely apply to the current …

Transparencies Used In The Introductory Remarks Of Doug Kenney, Ph.D., Natural Resources Law Center, Douglas Kenney

Strategies in Western Water Law and Policy: Courts, Coercion and Collaboration (Summer Conference, June 8-11)

6 pages.

Nebraska V. Wyoming: The End Or Collaboration?, Wendy Weiss, James Montgomery

Strategies in Western Water Law and Policy: Courts, Coercion and Collaboration (Summer Conference, June 8-11)

13 pages.

Contains footnotes.

Collaborative Approaches To Conservation: A Critical Look, Larry Macdonnell

Strategies in Western Water Law and Policy: Courts, Coercion and Collaboration (Summer Conference, June 8-11)

7 pages.

A Laboratory For Collaboration: Where, Why And Why Not?, Ken Salazar, Felicity Hannay, Steve Sims, Ted Kowalski

Strategies in Western Water Law and Policy: Courts, Coercion and Collaboration (Summer Conference, June 8-11)

12 pages.

Platte River Endangered Species Partnership: Collaboration Or Coercion In Disguise, Dale Strickland

Strategies in Western Water Law and Policy: Courts, Coercion and Collaboration (Summer Conference, June 8-11)

9 pages.

Collaboration Among Municipal Water Providers: Meeting Metro Denver Water Demand, Lee Rozaklis

Strategies in Western Water Law and Policy: Courts, Coercion and Collaboration (Summer Conference, June 8-11)

11 pages (includes color illustrations).

An Environmental Perspective On Collaboration In Large Ecosystem Restoration Processes, Daniel F. Luecke

Strategies in Western Water Law and Policy: Courts, Coercion and Collaboration (Summer Conference, June 8-11)

13 pages (includes illustration).

Contains 3 pages of references.

A Western Slope Perspective: Endangered Species And Municipal Water, David C. Hallford

Strategies in Western Water Law and Policy: Courts, Coercion and Collaboration (Summer Conference, June 8-11)

13 pages (includes 1 map).

Contains footnotes and 1 page of references.

Indian Water Rights And The Snake River Basin Adjudication, Peter C. Monson

Strategies in Western Water Law and Policy: Courts, Coercion and Collaboration (Summer Conference, June 8-11)

19 pages (includes map).

The Esa: Oil And Water?, Joseph L. Sax

Strategies in Western Water Law and Policy: Courts, Coercion and Collaboration (Summer Conference, June 8-11)

4 pages.

Federal Water Rights In The Snake River Basin Adjudication, Michael A. Gheleta

Strategies in Western Water Law and Policy: Courts, Coercion and Collaboration (Summer Conference, June 8-11)

34 pages (includes maps).

The Clean Water Action Plan, Sylvia V. Baca

Strategies in Western Water Law and Policy: Courts, Coercion and Collaboration (Summer Conference, June 8-11)

3 pages.