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Articles 121 - 150 of 240
Full-Text Articles in Business Organizations Law
Corporate Political Speech: Who Decides, Lucian A. Bebchuk, Robert J. Jackson Jr.
Corporate Political Speech: Who Decides, Lucian A. Bebchuk, Robert J. Jackson Jr.
Faculty Scholarship
The Supreme Court spoke clearly this Term on the issue of corporate political speech, concluding in Citizens United v. FEC' that the First Amendment protects corporations' freedom to spend corporate funds on indirect support of political candidates. 2 Constitutional law scholars will long debate the wisdom of that holding, as do the authors of the two other Comments in this issue.3 In contrast, this Comment accepts as given that corporations may not be limited from spending money on politics should they decide to speak. We focus instead on an important question left unanswered by Citizens United: who should have the …
The Attack On Nonprofit Status: A Charitable Assessment, James R. Hines Jr., Jill R. Horwitz, Austin Nichols
The Attack On Nonprofit Status: A Charitable Assessment, James R. Hines Jr., Jill R. Horwitz, Austin Nichols
Articles
American nonprofit organizations receive favorable tax treatment, including tax exemptions and tax-deductibility of contributions, in return for their devotion to charitable purposes and restrictions not to distribute profits. Recent efforts to extend some or all of these tax benefits to for-profit companies making social investments, including the creation of the new hybrid nonprofit/for-profit company form known as the Low-Profit Limited Liability Company, threaten to undermine the vitality of the nonprofit sector and the integrity of the tax system. Reform advocates maintain that the ability to compensate executives based on performance and to distribute profits when attractive investment opportunities are scarce …
Panel 3: Bankruptcy & Restructuring Of Financial Institutions, Barry E. Adler, William A. Ackman, Marcia L. Goldstein, Arthur J. Gonzalez, Michael J. Krimminger, Edward R. Morrison
Panel 3: Bankruptcy & Restructuring Of Financial Institutions, Barry E. Adler, William A. Ackman, Marcia L. Goldstein, Arthur J. Gonzalez, Michael J. Krimminger, Edward R. Morrison
Faculty Scholarship
Barry Adler: Thank you all for being here. It is an honor for me to be on this panel and an honor to moderate it. Let me introduce our panel before we get started. William A. Ackman, the founder and CEO of Pershing Square Capital Management; Marsha Goldstein, a partner and chair of the business finance and restructuring department at Weil, Gotshal; the Honorable Arthur Gonzalez, a judge in the U.S. Bankruptcy Court for the Southern District of New York; and Ed Morrison, the Harvey Miller Professor of Law and Economics at Columbia Law School. Also on this panel is …
Contractor Beware—Increased Damages Ahead: The Tenth Circuit Predicts That Oklahoma Would Allow New Businesses To Recover Lost Profits In Specialty Beverages, L.L.C. V. Pabst Brewing Co., Brandon M. Watson
Oklahoma Law Review
No abstract provided.
A Myth Deconstructed: “The Emperor’S New Clothes” On The Low-Profit Limited Liability Company, Daniel S. Kleinberger
A Myth Deconstructed: “The Emperor’S New Clothes” On The Low-Profit Limited Liability Company, Daniel S. Kleinberger
Faculty Scholarship
This article carefully debunks each major tenet of the L3C “movement” and reveals the legal and practical realities under “the Emperor’s New Clothes.” Using foundation funds to offer market-rate returns to “tranched” investors is, at best, a complicated device; not appropriate for “branding” and simplistic appeals to social conscience. When a foundation contemplates making a program-related investment, the matter requires careful, individualized, professional assessment, not reliance on a branded template. In this context, the L#C is but a snare and a delusion.
An Smllc Conundrum: Disregarded For Federal Tax Purposes But Not In Federal Court, Carter G. Bishop, Daniel S. Kleinberger
An Smllc Conundrum: Disregarded For Federal Tax Purposes But Not In Federal Court, Carter G. Bishop, Daniel S. Kleinberger
Faculty Scholarship
In Federal Court, the only member of a SMLLC may not represent the SMLLC unless that owner is also a lawyer. To do so exposes the SMLLC to dismissal as well as the owner to the unauthorized practice of law. The article explores the implications of these rules to small closely held LLCs.
Fungsi Majlis Penasihat Syariah Dalam Amalan Perbankan Islam Di Malaysia : Kajian Terhadap Bank Muamalat Malaysia Berhad Dan Rhb Islamic Bank Berhad., Ahmad Faizol Ismail
Fungsi Majlis Penasihat Syariah Dalam Amalan Perbankan Islam Di Malaysia : Kajian Terhadap Bank Muamalat Malaysia Berhad Dan Rhb Islamic Bank Berhad., Ahmad Faizol Ismail
Student Works (2010-2019)
The Syariah Advisory Council (SAC) is an advisory board established to provide an Islamic views on products offered by the banks. SAC supports these banks by ensuring that products and services provided are complied with the Islamic Law. The SAC has an important functions related to the Islamic mucamalat tenets. These functions include two aspects which are the aspect of Islamic legal setting or fatwa, and aspect of field monitoring on the implementation and application of fatwa that have been enforced. These aspects are rules by special committee, the committee for fatwa and research and the committee of implementation and …
To Be Or Not To Be Both Ceo And Board Chair, Thuy-Nga T. Vo
To Be Or Not To Be Both Ceo And Board Chair, Thuy-Nga T. Vo
Faculty Scholarship
Part I of this article discusses the management and monitoring responsibilities of the board of directors. Part II explores the duality governance structure and its prevalence in corporate America. In Part III, the article examines and weighs the theoretical arguments for and against duality. Based on these arguments, this part assesses the impact of combined or separate CEO and Chair positions on the board’s performance of its management and monitoring responsibilities. Part IV turns to the empirical data on the effect of combined, rather than separate, CEO-Chair roles on corporate performance. Part V explains the views of corporate stakeholders on …
Monitoring To Reduce Agency Costs: Examining The Behavior Of Independent And Non-Independent Boards, Anita Anand, Frank Milne, Lynnette Purda
Monitoring To Reduce Agency Costs: Examining The Behavior Of Independent And Non-Independent Boards, Anita Anand, Frank Milne, Lynnette Purda
Seattle University Law Review
Berle and Means’s analysis of the corporation—in particular, their view that those in control are not the owners of the corporation—raises questions about actions that corporations take to counter concerns regarding management’s influence. What mechanisms, if any, do corporations implement to balance the distribution of power in the corporation? To address this question, we analyze boards of directors’ propensity to voluntarily adopt recommended corporate governance practices. Because board independence is one way to enhance shareholders’ ability to monitor management, we probe whether firms with independent boards of directors (which we define as boards with either an independent chair or a …
Organizational Liability, James A. Fanto
Balancing Judicial Cognizance And Caution: Whether Transnational Corporations Are Liable For Foreign Bribery Under The Alien Tort Statute, Matt A. Vega
Michigan Journal of International Law
In the process of applying the ATS to foreign bribery, this Article will examine several unresolved issues surrounding this statutory grant. It will seek to (1) determine what constitutes a "violation of the law of nations," (2) refute the proposition that private defendants may be prosecuted under the ATS for only the most shocking and egregious jus cogens violations, (3) determine when and to what extent state action is required in ATS litigation, and (4) examine the limitations of the fundamental principles of international law on ATS litigation.
Facilitating Stakeholder-Interest Maximization: Accommodating Beneficial Corporations In The Model Business Corporation Act, Rakhi I. Patel
Facilitating Stakeholder-Interest Maximization: Accommodating Beneficial Corporations In The Model Business Corporation Act, Rakhi I. Patel
St. Thomas Law Review
This Article seeks to add to the literature by examining scenarios in which a separate B Corporation corporate form would provide a solution to the problems detailed above, and by proposing that the ABA enact a Beneficial Corporation provision in its Model Business Corporation Act to specifically address this issue. The MBCA has been adopted either in whole, or in substantial part, by over thirty states. As such, amending the MBCA to reflect a new B Corporation form would promote wide acceptance in many states' corporate laws. States, such as Vermont, Minnesota, and California, have already passed or are working …
Securities Intermediaries And The Separation Of Ownership From Control, Jill E. Fisch
Securities Intermediaries And The Separation Of Ownership From Control, Jill E. Fisch
Seattle University Law Review
The Modern Corporation & Private Property is a paradigm-shifting analysis of the modern corporation. The book is perhaps best known for the insights of Berle and Means about the separation of ownership from control and the consequences of that separation for the allocation of power within the corporation. The Berle and Means story focuses on the shareholder as the owner of the corporation. Berle and Means saw the mechanism of centralized management—in which the shareholder retains the economic interest but not the control rights associated with ownership—as threatening the conception of shareholder interests in terms of property rights. In particular, …
The Modern Corporation As Social Construction, Mark S. Mizruchi, Daniel Hirschman
The Modern Corporation As Social Construction, Mark S. Mizruchi, Daniel Hirschman
Seattle University Law Review
Classic works, Mark Mizruchi and Lisa Fein argued, share a particular fate. Authors often cite classic works without reading them—or without reading them carefully. . . . Yet perhaps no single work fits the above description better than one of the most important books on the large corporation ever published: Adolf Berle and Gardiner Means’s The Modern Corporation and Private Property. One can speculate that few works in the social sciences have been as often cited and as little read. As a consequence, we would expect The Modern Corporation to be a good candidate for either selective interpretation or …
The Fatal Design Defects Of L3cs, Daniel S. Kleinberger
The Fatal Design Defects Of L3cs, Daniel S. Kleinberger
Faculty Scholarship
This article argues that the L3C is an unnecessary and unwise contrivance, and it's very existence is inherently misleading. The notion that an L3C should have privileged status under the Internal Revenue Code (known as the Code) for access to tax-exempt foundation resources is inescapably at odds with the key policies that underpin the relevant Code sections, and L3Cs are not on track-let alone on a fast track-to receive special status under the Code. An ordinary limited liability company (LLC) can perform precisely the same functions proclaimed of L3Cs. In addition, because of technical flaws, the L3C legislation adopted to …
Saying What They Mean: The False Claims Act Amendments In The Wake Of Allison Engine, Jeremy E. Gersh
Saying What They Mean: The False Claims Act Amendments In The Wake Of Allison Engine, Jeremy E. Gersh
Journal of Business & Technology Law
No abstract provided.
Preserving The Corporate Attorney-Client Privilege, Katrice Bridges Copeland
Preserving The Corporate Attorney-Client Privilege, Katrice Bridges Copeland
Faculty Scholarship
This Article argues that, while legislation such as the Attorney-Client Privilege Protection Act ("ACPPA") is necessary to preserve that corporate attorney-client privilege, any such legislation must include judicial oversight to deter prosecutorial misconduct effectively. Part II examines the costs and benefits of granting corporations the attorney-client privilege in criminal investigations. It concludes that the benefits of the privilege fat outweigh the costs and that the privilege must be safeguarded from unnecessary infringement. Part III traces the evolution of the DOJ's waiver policies that have threatened the corporate attorney-client privilege. It also examines the costs and benefits of the waiver policy …
Freeze-Outs: Transcontinental Analysis And Reform Proposals, Marco Ventoruzzo
Freeze-Outs: Transcontinental Analysis And Reform Proposals, Marco Ventoruzzo
Faculty Scholarship
One of the most crucial, but systematically neglected, comparative differences between corporate law systems in Europe and in the United States concerns the regulations governing freeze-out transactions in listed corporations. Freeze-outs can be defined as transactions in which the controlling shareholder exercises a legal right to buy out the shares of the minority, and consequently delists the corporation and brings it private. Beyond this essential definition, the systems diverge profoundly. This gap exists despite the fact that minority freeze-outs are one of the most debated issues in corporate law, in the public media, in a vast body of scholarly work …
Locating Innovation: The Endogeneity Of Technology, Organizational Structure, And Financial Contracting, Ronald J. Gilson
Locating Innovation: The Endogeneity Of Technology, Organizational Structure, And Financial Contracting, Ronald J. Gilson
Faculty Scholarship
There is much we do not understand about the "location" of innovation: the confluence, for a particular innovation, of the technology associated with the innovation; the innovating firm's size and organizational structure; and the financial contracting that supports the innovation. This Essay suggests that these three indicia are determined simultaneously and discusses the interaction among them through four examples of innovative activity whose location is characterized by tradeoffs between pursuing the activity in an established company, in a smaller, earlier-stage company, or some combination of the two. It first considers the dilemma faced by an established company in deciding whether …
Excuse Doctrine: The Eisenberg Uncertainty Principle, Victor P. Goldberg
Excuse Doctrine: The Eisenberg Uncertainty Principle, Victor P. Goldberg
Faculty Scholarship
The world is in a bit of a mess. Oil prices soared to more than $140 per barrel and within months plummeted to below $40. The pound fell from $2 to less than $1.40. Housing and stock prices crashed. Foreclosures, bankruptcies, and bailouts became newspaper staples. When things go awry like this, inevitably many people and firms regret having entered into contracts under more favorable circumstances. Many of them will be looking for ways to limit, or better yet, avoid the consequences. A preeminent contracts scholar, Melvin Eisenberg (2009), has provided them with considerable ammunition in a recent paper, arguing …
Judicial Independence And Company Law In The Shanghai People's Courts, 1992-2008, Nicholas C. Howson
Judicial Independence And Company Law In The Shanghai People's Courts, 1992-2008, Nicholas C. Howson
Book Chapters
This chapter draws on a detailed study of corporate law adjudication in Shanghai from 1992 to 2008. The purpose of the study was to better understand the demonstrated technical competence, institutional autonomy, and political independence of one court system in the People's Republic of China ("PRC") in a sector outside of the criminal law. The study consisted of a detailed examination and comparison of full-length corporate law opinions for more than 200 reported cases, a 2003 Shanghai High Court opinion on the 1994 Company Law (describing a decade of corporate case outcomes), a 2007 report on cases implementing the Company …
Citizens United And The Corporate Form, Reuven S. Avi-Yonah
Citizens United And The Corporate Form, Reuven S. Avi-Yonah
Articles
In Citizens United vs. FEC, the Supreme Court struck down a Federal statute banning direct corporate expenditures on political campaigns. The decision has been widely criticized and praised as a matter of First Amendment law. But it is also interesting as another step in the evolution of our legal views of the corporation. This Article argues that by viewing Citizens Unitedthrough the prism of theories about the corporate form, it is possible to see that the majority and the dissent departed from previous Supreme Court jurisprudence on the First Amendment rights of corporations. It is also possible to then predict …
Reflections On Section 5 Of The Ftc Act And The Ftc's Case Against Intel, Daniel A. Crane
Reflections On Section 5 Of The Ftc Act And The Ftc's Case Against Intel, Daniel A. Crane
Articles
The Federal Trade Commission’s (“FTC’s”) unprecedented enforcement action against Intel raises profound issues concerning the scope of the FTC’s powers to give a construction to Section 5 of the FTC Act that goes beyond the substantive reach of the Sherman Act. While I have urged the FTC to assert such independence from the Sherman Act, this is the wrong case to make a break. Indeed, if anything, Intel poses a risk of seriously setting back the development of an independent Section 5 power by provoking a hostile appellate court to rebuke the FTC’s effort and cabin the FTC’s powers in …
Corporate Law In The Shanghai People's Courts, 1992-2008: Judicial Autonomy In A Contemporary Authoritarian State, Nicholas C. Howson
Corporate Law In The Shanghai People's Courts, 1992-2008: Judicial Autonomy In A Contemporary Authoritarian State, Nicholas C. Howson
Articles
In late 2005 China adopted a largely rewritten Company Law that radically increased the role of courts. This study, based on a review of more than 1000 Company Law-related disputes reported between 1992 and 2008 and extensive interactions with PRC officials and sitting judges, evaluates how the Shanghai People's Court system has fared over 15 years in corporate law adjudication. Although the Shanghai People's Courts show generally increasing technical competence and even intimations of political independence, their path toward institutional autonomy is inconsistent. Through 2006, the Shanghai Court system demonstrated significantly increased autonomy. After 2006 and enactment of the new …
Between Formulary Apportionment And The Oecd Guidelines: A Proposal For Reconciliation, Reuven S. Avi-Yonah
Between Formulary Apportionment And The Oecd Guidelines: A Proposal For Reconciliation, Reuven S. Avi-Yonah
Articles
In the last 30 years, a debate has been raging in international tax circles between advocates of the OECD Transfer Pricing Guidelines and the arm’s length standard (ALS) they embody, on the one hand, and advocates of formulary apportionment (FA) on the other. After the adoption of the 1995 regulations and the new OECD Guidelines, the debate became quieter for a while, because everyone was waiting to see whether the issue had been resolved. However, while there have been few decided cases, it is clear by now that the transfer pricing problem is as bad as it ever was. That …
Llcs Are The New King Of The Hill: An Empirical Study Of The Number Of New Llcs, Corporations And Lps Formed In The United States Between 2004-2007 And How Llcs Were Taxed For Tax Years 2002-2006, Rodney D. Chrisman
Fordham Journal of Corporate & Financial Law
No abstract provided.
Quantitative Proof Of Reputational Harm, Meiring De Villiers
Quantitative Proof Of Reputational Harm, Meiring De Villiers
Fordham Journal of Corporate & Financial Law
No abstract provided.
Simultaneous Distress Of Residential Developers And Their Secured Lenders An Analysis Of Bankruptcy & Bank Regulation , Sarah Pei Woo
Simultaneous Distress Of Residential Developers And Their Secured Lenders An Analysis Of Bankruptcy & Bank Regulation , Sarah Pei Woo
Fordham Journal of Corporate & Financial Law
No abstract provided.
Stretching The Limits Of Deal Protection Devices: From Omnicare To Wachovia, Eleonora Gerasimchuk
Stretching The Limits Of Deal Protection Devices: From Omnicare To Wachovia, Eleonora Gerasimchuk
Fordham Journal of Corporate & Financial Law
No abstract provided.
A Dissent Dampened By Timing: How The Stock Market Exception Systematically Deprives Public , Jeff Goetz
A Dissent Dampened By Timing: How The Stock Market Exception Systematically Deprives Public , Jeff Goetz
Fordham Journal of Corporate & Financial Law
No abstract provided.