Business Organizations Law Commons^™

March 1, 2001, Cao Rules Of Procedures, Meg Taylor

CAO General 1999-Present

No abstract provided.

March 1, 2001, Letter From Meg Taylor, Cao, To D. Hunter & C.Saladin Ciel, Meg Taylor

CAO General 1999-Present

No abstract provided.

Feb. 5, 2001, Letter From D. Hunter And C. Saladin, Ciel, To Meg Taylor, David Hunter, Claudia Saladin

CAO General 1999-Present

No abstract provided.

The Corporate Defamation Plaintiff In The Era Of Slapps: Revisiting New York Times V. Sullivan, D. Mark Jackson

William & Mary Bill of Rights Journal

Corporations have increasingly used defamation suits as an offensive weapon. Many of these suits may be defined as SLAPP suits-Strategic Litigation Against Public Participation. These suits, often meritless, are designed to harass and silence a corporations' critics. Following a survey oft he history of defamation law and the protection of free speech, this Note argues that corporations should be treated as per se public figures in defamation suits. This derives from the uniquely public nature of a corporation and an assumption of the risk of defamatory falsehoods that arises from the act of incorporation.Treating corporations in this manner would place …

Feb. 2001, Cao Contribution To The Extractive Industries Review, Cao

CAO General 1999-Present

No abstract provided.

Revamping Veil Piercing For All Limited Liability Entities: Forcing The Common Law Doctrine Into The Statutory Age, Rebecca J. Huss

Law Faculty Publications

No abstract provided.

Corporate And Business Law (Annual Survey Of Virginia Law), Lyman P.Q. Johnson

Scholarly Articles

This article reviews changes in Virginia corporate and business law for the period from June 2000 through May 2001. Part II ex- amines legislative changes in corporate and other business stat- utes (excluding public service corporation and insurance law is- sues) based on Virginia General Assembly action in the 2001

session. Part III reviews judicial decisions during the year, in- cluding decisions addressing agency law, partnership law, and corporate law issues and principles. This article describes these decisions and, in several instances, it also critically analyzes the outcomes. Part IV summarizes a May 25, 2001, Order of the Vir- ginia …

The Ambiguous Significance Of Corporate Personhood, David K. Millon

Scholarly Articles

In the eyes of the law, the business corporation is a person. So, for example, the corporation can own property in its own right; it can sue or be sued, in contract or tort or any number of other causes of action; it can be prosecuted and punished for criminal activity; it enjoys various rights under the United States Constitution; and it is subject to tax liability. In these respects (and others), the corporation bears the legal attributes of an entity existing separately from the various natural persons who participate or have an interest in the corporation's activities. This way …

Braking The Merger Momentum: Reforming Corporate Law Governing Mega-Mergers, James A. Fanto

Faculty Scholarship

No abstract provided.

Quasi-Rationality In Action: A Study Of Psychological Factors In Merger Decision Making, James A. Fanto

Faculty Scholarship

No abstract provided.

Decision-Makers Without Duties: Defining The Duties Of Parent Corporations Acting As Sole Corporate Members In Nonprofit Health Care System, Dana Brakman Reiser

Faculty Scholarship

No abstract provided.

In The Wake Of Crosby V. National Foreign Trade Council: The Impact Upon Selective Purchasing Legislation Throughout The United States, 34 J. Marshall L. Rev. 827 (2001), Ako Miyaki-Murphy

UIC Law Review

No abstract provided.

Bad Medicine: Erisa's Equitable Remedies And The Preemption Of Fundamental Legal Rights, 34 J. Marshall L. Rev. 583 (2001), Marilyn Lablaiks

UIC Law Review

No abstract provided.

Prohibiting The Deduction For Non-Corporate Tax Deficiency Interest: When Treasury Goes Too Far, 34 J. Marshall L. Rev. 557 (2001), William G. Andreozzi

UIC Law Review

No abstract provided.

Patenting Industry Standards, 34 J. Marshall L. Rev. 897 (2001), Janice M. Mueller

UIC Law Review

No abstract provided.

The New Normal: Changes In Self Regulation And The Securities Industry In The Wake Of The 9/11 Tragedy, Mary L. Schapiro

Fordham Journal of Corporate & Financial Law

No abstract provided.

Inequities In The Resolution Of Securities Disputes: Individual Or Class Action; Arbitration Or Litigation, Farah Z. Usmani

Fordham Journal of Corporate & Financial Law

No abstract provided.

The Overwhelming Case For Elimination Of The Integration Doctrine Under The Securities Act Of 1933, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

The thesis of this Article is that the Securities and Exchange Commission should entirely eliminate the integration doctrine from the Securities Act of1933. Under the integration doctrine, a single "offering" or "issue" of securities cannot be split. The doctrine is expensive for society and furthers no valid policy of the 1933 Act. More specifically, the doctrine does not promote investor protection but does retard capital formation, an outcome that is contrary to the presently articulated purposes of the 1933 Act.

Part II of this Article traces the history of the adoption of the integration doctrine both by the Commission and …

Gap Fillers And Fiduciary Duties In Strategic Alliances, George W. Dent

Faculty Publications

This Article describes the evolution of strategic alliances and their dependence on trust between the allies. It then discusses the general theory of gap fillers and fiduciary duties and the inevitability of major gaps in strategic alliance contracts. Finally, it combines these elements to derive conclusions about the proper role of gap fillers and fiduciary duties in strategic alliances.

All Quiet On The Paper Front: Asserting A Fifth Amendment Privilege To Avoid Production Of Corporate Documents In In Re Three Grand Jury Subpoenas Duces Tecum Dated January 29, 1999, Thomas J. Koffer

Villanova Law Review (1956 - )

No abstract provided.

Anatomy Of Valuing Stock In Closely Held Corporations: Pursuing The Phantom Of Objectivity Into The New Millennium, Stephen J. Leacock

Faculty Scholarship

No abstract provided.

Regulation Fd Provides Firm Footing On Selective Disclosure High Wire, Anthony T. Horgan

Villanova Law Review (1956 - )

No abstract provided.

Sales And Elections As Methods For Transferring Corporate Control, Ronald J. Gilson, Alan Schwartz

Faculty Scholarship

Delaware case law has rendered the tender offer obsolete as a method for purchasing a company whose directors oppose the acquisition. A potential acquirer facing target opposition today must run an insurgent director slate, in the expectation that its directors are more likely to sell. The Delaware courts have not justified their preference for elections over markets as the preferred vehicle for implementing changes in control. Informal scholarly analyses ask transaction cost questions, such as whether proxy contests are more costly than takeovers. This article attempts to break new ground by asking whether there are systematic differences in the performance …

Globalization And Tax Competition: Implications For Developing Countries, Reuven S. Avi-Yonah

Articles

This article analyses the effects of tax competition on developing countries. Since the 1980s, globalization and greater capital mobility have led many developing countries to adopt the policy of competing with one another to attract capital investment. One of the main forms taken by this competition has been the granting of tax holidays and other tax reductions to investing multinationals. This paper reviews the normative arguments for and against this type of tax competition, from a global perspective. It then examines these arguments in depth from the point of view of developing countries. The conclusion in general is that, since …

Don't Call Me A Securities Law Groupie: The Rise And Possible Demise Of The Group Pleading Protocol In 10b-5 Cases, William O. Fisher

Law Faculty Publications

Corporations often speak through documents. Some, like press releases, may not identify an author. Others, like 10-Ks, bear the signatures of many who did not write them but sign as required by law. In many cases, groups of individuals, working together, prepare these documents. When such documents contain misstatements, plaintiffs may not know initially who wrote them. To address this difficulty, the U.S. Courts of Appeals for the Ninth and Second Circuits created a judge-made pleading protocol. This protocol permits plaintiffs to name officers, and in some cases directors, as defendants in securities fraud cases without pleading specific facts to …

Unocal Fifteen Year Later (And What We Can Do About It), Ronald J. Gilson

Faculty Scholarship

The coincidence of the new millennium and the fifteenth anniversary of the Delaware Supreme Court's announcement of a new approach to takeover law provides an occasion to evaluate a remarkable experiment in corporate law – the Delaware Supreme Court's development of an intermediate standard of review for appraising defensive tactics. This assessment reveals that Unocal has developed into an unexplained and likely inexplicable preference that control contests be resolved through elections rather than through market transactions. In doing so, the remarkable struggle between the chancery court and the supreme court for Unocal's soul is canvassed. The author also maintains that …

Tax Constraints On Indexed Options, David M. Schizer

Faculty Scholarship

Indexed stock option grants reward executives for outperforming a benchmark, such as the market as a whole or competitors in the same industry. These options offer superior incentives by limiting the influence of factors beyond an executive's control, such as general market and industry conditions. Yet indexed options are almost never used. Professor Saul Levmore seeks to explain this puzzle with norms. This comment on his article argues that tax plays a larger role in this puzzle than he acknowledges, although tax is not a complete explanation. Accounting and Professor Levmore's norms-based account are then briefly considered.

Is International Bankruptcy Possible?, Frederick Tung

Michigan Journal of International Law

Although international business firms proliferate, there is no international bankruptcy system. Instead, bankruptcy law remains a matter for individual states. The failure of a multinational firm therefore raises difficult questions of conflict and cooperation among national bankruptcy laws. In the discourse over the appropriate design for an international bankruptcy system, universalism has long held sway as the dominant idea, embraced nearly universally by bankruptcy scholars. Universalism offers a simple and elegant blueprint for international bankruptcy. Under universalism, the bankruptcy regime of the debtor firm's home country would govern worldwide, enjoying global reach to treat all of the debtor's assets and …

The U.S. Treasury's Subpart F Report: Plus Ça Change, Plus C'Est La Même Chose?, Reuven S. Avi-Yonah

Articles

On 29 December 2000, the U.S. Treasury Department released its long-awaited study of Subpart F, entitled “The Deferral of Income Earned through U.S. Controlled Foreign Corporations." This study was commenced in the aftermath of the controversy that ensued from the issuance and subsequent withdrawal of Notice 98-11. The study was originally expected to be issued in 1999 in response to the report published that year by the National Foreign Trade Council, which advocated significant changes in Subpart F. The Treasury Study’s delayed issuance at the end of the Clinton Administration means that it only has (at best) persuasive force for …

Company Registration And The Private Placement Exemption, Merritt B. Fox

Faculty Scholarship

Over the last twenty years, there has been a steady shift in securities disclosure regulation away from its traditional transactional basis toward a system of company registration. Under the transaction based approach, each new public offering of a security has to be registered under the Securities Act of 1933 (the "1933 Act"), a requirement that reflects the SEC's traditional concern that the most important time to have high-quality disclosure is at the moment of a securities offering. Under the company registration approach, an established, publicly traded issuer would register just once, provide information thereafter on a periodic basis, and then …