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Articles 31 - 60 of 334
Full-Text Articles in Business Organizations Law
Unanimous Shareholder Agreements, Nicolas William Juzda
Unanimous Shareholder Agreements, Nicolas William Juzda
PhD Dissertations
The unanimous shareholder agreement is a feature of most Canadian corporate statutes that allows the shareholders to, by creating an agreement meeting the necessary criteria, restrict the powers of the directors to manage the business and affairs of the corporation. One possible justification for this is the "nexus of contracts" theory that all corporations are notionally reducible to voluntary agreements. Three key areas of ambiguity surrounding unanimous shareholder agreements are examined in this dissertation, with specific reference to existing judgments. The requirements for their formation are reviewed, including the exact meaning and strictness of the unanimity criterion and the necessity …
Viken Securities Limited Et Al. Order On Plaintiffs' Motion To Compel, Melvin K. Westmoreland
Viken Securities Limited Et Al. Order On Plaintiffs' Motion To Compel, Melvin K. Westmoreland
Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions
No abstract provided.
Court Of Appeals Of New York, In The Matter Of Nassau County Grand Jury Subpoena Duces Tecum Dated June 24, 2003 "Doe Law Firm" V. Spitzer, Christin Harris
Court Of Appeals Of New York, In The Matter Of Nassau County Grand Jury Subpoena Duces Tecum Dated June 24, 2003 "Doe Law Firm" V. Spitzer, Christin Harris
Touro Law Review
No abstract provided.
Delaware’S Familiarity, Brian J. Broughman, Darian M. Ibrahim
Delaware’S Familiarity, Brian J. Broughman, Darian M. Ibrahim
Popular Media
No abstract provided.
Ec Company Law - The European Company V. The European Economic Interest Grouping And The Harmonization Of The National Company Laws, Johan De Bruycker
Ec Company Law - The European Company V. The European Economic Interest Grouping And The Harmonization Of The National Company Laws, Johan De Bruycker
Georgia Journal of International & Comparative Law
No abstract provided.
Delaware Law As Lingua Franca: Theory And Evidence, Brian Broughman, Jesse M. Fried, Darian Ibrahim
Delaware Law As Lingua Franca: Theory And Evidence, Brian Broughman, Jesse M. Fried, Darian Ibrahim
Faculty Publications
Why would a firm incorporate in Delaware rather than in its home state? Prior explanations have focused on the inherent features of Delaware corporate law and on the positive network externalities created by so many other firms domiciling in Delaware. We offer an additional explanation: a firm may choose Delaware simply because its law is nationally known and thus can serve as a lingua franca for in-state and out-of-state investors. Analyzing the incorporation decisions of 1,850 venture-capitalist-backed start-ups, we find evidence consistent with this lingua franca explanation. Indeed, the lingua franca effect appears to be more important than other factors …
Negotiating Tax Provisions In Partnership And Llc Agreements, Robert G. Gottlieb, Brian J. O'Connor
Negotiating Tax Provisions In Partnership And Llc Agreements, Robert G. Gottlieb, Brian J. O'Connor
William & Mary Annual Tax Conference
No abstract provided.
Advising Venture & Early-Stage Clients: Current Ear-To-The-Ground Assessment, Gary D. Leclair
Advising Venture & Early-Stage Clients: Current Ear-To-The-Ground Assessment, Gary D. Leclair
William & Mary Annual Tax Conference
No abstract provided.
Working With The Section 752 Partnership Liability Allocation Rules (Slides), Jennifer H. Alexander, Andrea M. Whiteway
Working With The Section 752 Partnership Liability Allocation Rules (Slides), Jennifer H. Alexander, Andrea M. Whiteway
William & Mary Annual Tax Conference
No abstract provided.
Tax Accounting Methods Considerations In Restructuring Transactions, Glenn Carrington, Kristine Mora
Tax Accounting Methods Considerations In Restructuring Transactions, Glenn Carrington, Kristine Mora
William & Mary Annual Tax Conference
No abstract provided.
Advising Venture & Early-Stage Client: Issues Confronting Early-Stage Companies, Carroll D. Hurst
Advising Venture & Early-Stage Client: Issues Confronting Early-Stage Companies, Carroll D. Hurst
William & Mary Annual Tax Conference
No abstract provided.
Reclassification Risks For Compensation Paid By S And C Corporations To Shareholder-Employees, Stephen R. Looney
Reclassification Risks For Compensation Paid By S And C Corporations To Shareholder-Employees, Stephen R. Looney
William & Mary Annual Tax Conference
No abstract provided.
Working With The Section 752 Partnership Liability Allocation Rules (Outline), Jennifer H. Alexander, Andrea M. Whiteway
Working With The Section 752 Partnership Liability Allocation Rules (Outline), Jennifer H. Alexander, Andrea M. Whiteway
William & Mary Annual Tax Conference
No abstract provided.
The Still-Dwindled Revlon, Lyman P.Q. Johnson, Robert Ricca
The Still-Dwindled Revlon, Lyman P.Q. Johnson, Robert Ricca
Washington and Lee Law Review Online
This is a brief Response to Professor Mohsen Manesh’s extensive response to our original article, The Dwindling of Revlon. Our thesis is that today the iconic Revlon doctrine is, remedially, quite substantially diminished. Although Professor Manesh sets out to establish what he calls “the limits of Johnson’s and Ricca’s thesis,” we here maintain, as before, that there is little remedial clout to Revlon unless directors or others very significantly misbehave. We also criticize Delaware’s continuing use of the standard-of-conduct/standard-of-review construct in the fiduciary duty area. This rubric is unhelpful generally and strikingly so in the Revlon setting, as we …
A Blended Approach To Reducing The Costs Of Shareholder Litigation, Valian A. Afshar
A Blended Approach To Reducing The Costs Of Shareholder Litigation, Valian A. Afshar
Michigan Law Review
Multiforum litigation and federal securities law class actions impose heavy costs on corporations and their shareholders without producing proportionate benefits. Both are largely the result of the agency problem between shareholders and their attorneys, driven more by the attorneys’ interests in generating fees than by the interests of their clients. In response to each of these problems, commentators have recommended a number of solutions. Chief among them are forum selection and mandatory arbitration provisions in a corporation’s charter or bylaws. This Note recommends that corporations unilaterally adopt both forum selection and mandatory arbitration bylaws to address shareholder lawsuits under state …
Corporate Claims Against Director For Paying Bribes On Company's Behalf: Ho Kang Peng V Scintronix (Formerly Ttl Holdings), Wai Yee Wan
Research Collection Yong Pung How School Of Law
Can a company recover the value of the bribe from a director who has paid the bribe, on behalf of the company, to a third party to secure certain benefits for the company, and where it is not alleged that the director had personally benefitted from the bribe? This question raises several complex issues relating to directors’ standard of care, corporate authorisation and corporate illegality, which were considered by the recent decision of the Singapore Court of Appeal in Ho Kang Peng v Scintronix Corp (formerly known as TTL Holdings).
Criminal Corporate Character, Robert E. Wagner
Criminal Corporate Character, Robert E. Wagner
Florida Law Review
In the last few years, corporations have been accused of crimes ranging from environmental pollution on an unprecedented scale, to manslaughter, to election tampering, to large-scale antitrust violations. Many of these accused companies had previously committed similar acts or even the exact same offense. Unfortunately, the rules of evidence in the federal system and in virtually every state system prohibit the use of this information in a prosecution for such crimes. The reasons for this prohibition are based in historical anomalies, a mistaken understanding of corporate function, and a misplaced anthropomorphism of the corporation. This combination of errors has resulted …
The New Professional Plaintiffs In Shareholder Litigation, Jessica Erickson
The New Professional Plaintiffs In Shareholder Litigation, Jessica Erickson
Florida Law Review
In 1995, Congress solved the problem of professional plaintiffs in shareholder litigation—or so it thought. The Private Securities Litigation Reform Act (PSLRA) was designed to end the influence of shareholder plaintiffs who had little or no connection to the underlying suit. Yet it may have failed to accomplish its goal. In the wake of the PSLRA, many professional plaintiffs simply moved into other types of corporate lawsuits. In shareholder derivative suits and acquisition class actions across the country, professional plaintiffs are back. They are repeat filers involved in dozens of lawsuits. They are the attorneys’ spouses, parents, and children. They …
Comment On The Proposed Definition Of “Eligible Organization” For Purposes Of Coverage Of Certain Preventative Services Under The Affordable Care Act, Lyman P.Q. Johnson, David K. Millon, Stephen M. Bainbridge, Ronald J. Colombo, Brett Mcdonnell, Alan J. Meese, Nathan B. Oman
Comment On The Proposed Definition Of “Eligible Organization” For Purposes Of Coverage Of Certain Preventative Services Under The Affordable Care Act, Lyman P.Q. Johnson, David K. Millon, Stephen M. Bainbridge, Ronald J. Colombo, Brett Mcdonnell, Alan J. Meese, Nathan B. Oman
Scholarly Articles
In late August 2014, after suffering a defeat in the Supreme Court Hobby Lobby decision when the Court held that business corporations are “persons” that can “exercise religion,” the Department of Health and Human Services (“HHS”) proposed new rules defining “eligible organizations.” Purportedly designed to accommodate the Hobby Lobby ruling, the proposed rules do not comport with the reasoning of that important decision and they unjustifiably seek to permit only a small group of business corporations to be exempt from providing contraceptive coverage on religious grounds. This comment letter to the HHS about its proposed rules makes several theoretical and …
Southern Telecom Order On Motions For Sanctions, Melvin K. Westmoreland
Southern Telecom Order On Motions For Sanctions, Melvin K. Westmoreland
Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions
No abstract provided.
Up Close And Personal With Delaware, Darian M. Ibrahim, Brian J. Broughman
Up Close And Personal With Delaware, Darian M. Ibrahim, Brian J. Broughman
Popular Media
No abstract provided.
A Training Partnership That Began With A Grant, Vernon Herron, Laura Hoch, Alexandra Podolny
A Training Partnership That Began With A Grant, Vernon Herron, Laura Hoch, Alexandra Podolny
Homeland Security Publications
No abstract provided.
Policing Public Companies: An Empirical Examination Of The Enforcement Landscape And The Role Played By State Securities Regulators, Amanda M. Rose, Larry J. Leblanc
Policing Public Companies: An Empirical Examination Of The Enforcement Landscape And The Role Played By State Securities Regulators, Amanda M. Rose, Larry J. Leblanc
Florida Law Review
Multiple different securities law enforcers can pursue U.S. public companies for the same misconduct. These enforcers include a variety of federal agencies, class action attorneys, and derivative litigation attorneys, as well as fifty separate state regulators. Scholars and policy makers have increasingly questioned whether the benefits of this multi-enforcer approach are worth the costs, or whether a more coordinated and streamlined securities enforcement regime might lead to efficiency gains. How serious are these concerns? And what role do state regulators play in the enforcement mix? Whereas the enforcement efforts of the Securities and Exchange Commission and class action lawyers have …
Frank Frohman, Derivatively On Behalf Of Aaron's Inc., Order And Final Judgment, John J. Goger
Frank Frohman, Derivatively On Behalf Of Aaron's Inc., Order And Final Judgment, John J. Goger
Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions
No abstract provided.
A Comprehensive Economic And Legal Analysis Of Tying Arrangements, Guy Sagi
A Comprehensive Economic And Legal Analysis Of Tying Arrangements, Guy Sagi
Seattle University Law Review
The law of tying arrangements as it stands does not correspond with modern economic analysis. Therefore, and because tying arrangements are so widely common, the law is expected to change and extensive academic writing is currently attempting to guide its way. In tying arrangements, monopolistic firms coerce consumers to buy additional products or services beyond what they intended to purchase. This pressure can be applied because a consumer in a monopolistic market does not have the alternative to buy the product or service from a competing firm. In the absence of such choice, the monopolistic firm can allegedly force the …
Ironic Simplicity: Why Shaken Baby Syndrome Misdiagnoses Should Result In Automatic Reimbursement For The Wrongly Accused, Jay Simmons
Seattle University Law Review
Shaken baby syndrome (SBS)’s shortcomings include the debatable science behind SBS theory and diagnosis—the questioning of which has grown more vociferous—and the arguably biased, discriminatory treatment of the accused. Professor Deborah Tuerkheimer notes that the evolving SBS skepticism and contentious debate has resulted in "chaos" in many SBS adjudications and within the medical and biomechanical fields, with the same SBS proponents and opponents continually crusading for and clashing over their beliefs. The issues surrounding the medical and biomechanical components of SBS diagnoses have been repeatedly examined and discussed, and are not the focus of this Note. This Note recounts those …
E-Books, Collusion, And Antitrust Policy: Protecting A Dominant Firm At The Cost Of Innovation, Nicholas Timchalk
E-Books, Collusion, And Antitrust Policy: Protecting A Dominant Firm At The Cost Of Innovation, Nicholas Timchalk
Seattle University Law Review
Amazon’s main rival, Apple, went to great lengths and took major risks to enter the e-book market. Why did Apple simply choose not to compete on the merits of its product and brand equity (the iPad and iBookstore) as it does with its other products? Why did Apple decide not to continue to rely on its earlier success of situating its products differently in the market than other electronics and working hard to be different and cutting-edge with its e-book delivery? This Note argues that the combination of Amazon’s 90% market share, network externalities, and an innovative technology market creates …
Reflections On The 'New Wave' Inversions And Notice 2014-52, Reuven S. Avi-Yonah
Reflections On The 'New Wave' Inversions And Notice 2014-52, Reuven S. Avi-Yonah
Articles
On September 22 the Treasury Department issued Notice 2014-52, 2014-42 IRB 1. The notice was intended to fulfill President Obama’s pledge to use executive actions to the extent possible to block the new wave of corporate inversions. To what extent can the notice succeed? This article argues that while the notice is a useful first step, it is unlikely to stem the tide of inversion transactions. To do that, legislative action is needed in the short term. In the longer term, the only solution to inversions is coordination with other OECD countries in the context of the base erosion and …
Books Received, Georgia Journal Of International And Comparative Law
Books Received, Georgia Journal Of International And Comparative Law
Georgia Journal of International & Comparative Law
No abstract provided.
Trouble Abroad: Microsoft's Antitrust Problems Under The Law Of The European Union, Justin O'Dell
Trouble Abroad: Microsoft's Antitrust Problems Under The Law Of The European Union, Justin O'Dell
Georgia Journal of International & Comparative Law
No abstract provided.