Business Organizations Law Commons^™

Formulary Appointment In The U.S. International Income Tax System: Putting Lipstick On A Pig?, J. Clifton Fleming Jr., Robert J. Peroni, Stephen E. Shay

Michigan Journal of International Law

An affiliated corporate group consists of two or more corporations linked by sufficient stock ownership to cause them to function as an economic unit instead of as independent economic actors. Thus, an affiliated corporate group engaged in international business is often referred to as a multinational enterprise (MNE), a term that we will use throughout this Article. When corporate members of an MNE engage in transactions among themselves, the prices they employ (transfer prices) will significantly affect the amount of overall MNE income that is allocated to each member and, hence, to the tax bases of the various countries in …

Variety, Mergers, And Consumer Well-Being: Towards A Capability Approach To Merger Law, Jennifer E. Sturiale

West Virginia Law Review

No abstract provided.

Front Matter

Michigan Business & Entrepreneurial Law Review

No abstract provided.

Majority-Of-The-Minority Voting And Fairness In Freeze-Out Mergers, Richard A. Booth

Villanova Law Review (1956 - )

No abstract provided.

Reconciling Tax Law And Securities Regulation, Omri Marian

University of Michigan Journal of Law Reform

Issuers in registered securities offerings must disclose the expected tax consequences to investors investing in the offered securities (“nonfinancial tax disclosure”). This Article advances three arguments regarding nonfinancial tax disclosures. First, nonfinancial tax disclosure practice, as the Securities and Exchange Commission (the SEC) has sanctioned it, does not fulfill its intended regulatory purposes. Currently, nonfinancial tax disclosures provide irrelevant information, sometimes fail to provide material information, create unnecessary transaction costs, and divert valuable administrative resources to the enforcement of largely-meaningless requirements. Second, the practical reason for this failure is the SEC and tax practitioners’ unsuccessful attempt to address investors’ heterogeneous …

Shareholder Voting In An Age Of Intermediary Capitalism, Paul H. Edelman, Randall S. Thomas, Robert B. Thompson

Vanderbilt Law School Faculty Publications

Shareholder voting is a key part of contemporary American corporate governance. As numerous contemporary battles between corporate management and shareholders illustrate, voting has never been more important. Yet, traditional theory about shareholder voting, rooted in concepts of residual ownership and a principal/agent relationship, does not reflect recent fundamental changes as to who shareholders are and their incentives to vote (or not vote). In the first section of the article, we address this deficiency directly by developing a new theory of corporate voting that offers three strong and complementary reasons for shareholder voting. In the middle section, we apply our theory …

Rudy Blake Frazier And Building Technology Consulting Llc Order On Defendants' Motion To Dismiss, Elizabeth E. Long

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.

Did Congress Intend For Corporations To Benefit From The Mvra?, Leslie M. Villacis Esq.

Legislation and Policy Brief

When it enacted the statute, did Congress consider corporations to be “victims” entitled to restitution under the MVRA? This answer has not been provided or discussed by existing case law applying the MVRA. This article answers this question. In addition, it highlights the possible issues a judge may encounter in the application and interpretation of the MVRA, the current use of the MVRA by corporations, and offers potential defenses a defendant could employ in challenging a corporate giant’s restitution request. Additionally, I discuss several policy arguments justifying the application of the MVRA to corporations as well those arguments that oppose …

Global Aerospace Inc. Second Order On Defendants' Amended Motion For Order Compelling Discovery, Elizabeth E. Long

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.

Summary Of Las Vegas Sands Corp. V. Eighth Judicial Dist. Court, 130 Nev. Adv. Op. 69, Michael Bowman

Nevada Supreme Court Summaries

The Court determined whether a former CEO is within a “class of persons” allowed to use the corporation’s privileged documents in litigation against the corporation.

Homeland Self Storage Management, Llc Order Denying Defendants' Motion To Stay, John J. Goger

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.

Enforcing Court Orders In A Foreign Land, Singapore Management University

Perspectives@SMU

Give thought to crafting an arbitration clause in cross-border agreements to safeguard your business interests

A Fragment On Legal Innovation, Andrew Tutt

Buffalo Law Review

No abstract provided.

The Real World Of Interdependence Of Governments And Corporations: What We Know Vs. What We Teach, David Menefee-Libey, Charles Herman, Chad Powell, Jeffrey Zalesin

Utah Law Review

Once we better understand this interdependence, we can more carefully ask how the public and private sectors can and should collaborate, for what purposes, and to whose benefit. The real world political questions are not whether it will be done or how such things could happen. A more constructive real world politics will focus on how we will manage the interdependence of governments and corporations, and whose interests and values will be served by policy choices about the patterns and practices of collaboration. If we organize our public life around these questions in 2020, American politics will be much more …

Fortune Favors The Franchisor: Survey And Analysis Of The Franchisee’S Decision Whether To Hire Counsel, Robert W. Emerson

San Diego Law Review

The franchisee-franchisor relationship has often been referred to as the little guy against the big guy. Franchising may encompass the seemingly innocuous defining characteristics of distribution, know-how, brand identification, profits, risk, independence, control, and standards, but there is much more to this relational contract. If parties enter into a franchise or licensing agreement rather than some other business agreement, this does not necessarily insulate the parties from liability. For example, simply because the parties have formed a franchisor-franchisee relationship does not mean the parties did not also form an agent-principal (agency) relationship. In addition to the franchise relationship, the latter …

Michael D. Sullivan Order On Defendants' Motion For Summary Judgment, Elizabeth E. Long

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.

Global Aerospace, Inc. Order On Defendant's Motion To Compel Discovery, Elizabeth E. Long

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.

New York Stock Exchange, Bert Chapman

Libraries Faculty and Staff Scholarship and Research

Provides a historical overview of the origins and early development of the New York Stock Exchange.

Norway’S Companies Act: A 10-Year Look At Gender Equality, Kristen Carroll

Pace International Law Review

This analysis assesses the amendment to Norway’s Companies Act, in light of the 10-year anniversary of the mandate of female representation on corporate boards. First, I discuss the implementation of the quota, Section 6-11a. Second, I compare three statistical studies that analyze the effects of the quota on corporate profitability, overall firm performance, and the changing dynamics of the managerial positions. Finally, I evaluate the various avenues to fully achieving diversity, such as the successes and failures of a quota-type system and possible initiatives that governments and companies can enact to achieve gender-balance in the workplace. While some hypothesize that …

Corporate Governance Sex Regimes: Peripheral Thoughts From Across The Atlantic, Horatia Muir Watt

Pace International Law Review

The very recent and highly mediatized “Declaration of the 343 Salauds”, where 343 (male) signatures in support of prostitution in a form designed to echo the highly significant declaration of as many women in 1971 in favor of the legalization of abortion, sheds particularly interesting light upon debate about sex regimes in connection with French law. France has recently introduced compulsory quotas for women in corporate boards after imposing la parité for public appointments. A comparative perspective, confronting this recent legislative development from across the Atlantic with policy views on affirmative action and philosophical conceptions of diversity in the United …

Gender Quotas For Corporate Boards: Options For Legal Design In The United States, Anne L. Alstott

Pace International Law Review

Recently, U.S. activists, scholars, and policy makers have turned their attention to one notable effort to address the gender gap in management: gender quotas for corporate boards of directors. Twelve European countries have pioneered quotas in this context. France, Italy, the Netherlands, Norway, and Belgium now have mandatory quotas ranging from 30%-40%. Spain, Germany, Denmark, Finland, Greece, Austria, and Slovenia have voluntary quotas, and Germany and the EU are considering legislation to mandate quotas. Gender quotas for corporate boards represent an intriguing option, even if the case for quotas is not airtight. The argument for gender quotas rests on a …

Gender Diversity On Corporate Boards: How Racial Politics Impedes Progress In The United States, Cheryl L. Wade

Pace International Law Review

The excellent conference organized by Darren Rosenblum comparing global approaches to board diversity inspired me to think about how progress in this context has unfolded in the United States. Even though the issue of diversity on corporate boards has become a global issue, few U.S. boards have moved beyond mere tokenism when it comes to female directors. One reason for the lack of diversity among corporate directors is that board selection has been based on membership in a particular network. This essay, however, focuses on the persisting problem of discrimination—a more invidious explanation for the fact that very few corporate …

A Difficult Conversation: Corporate Directors On Race And Gender, Kimberly D. Krawiec, John M. Conley, Lissa L. Broome

Pace International Law Review

This symposium essay summarizes our ongoing ethnographic research on corporate board diversity. This research is based on fifty-seven interviews with corporate directors and a limited number of other persons of interest (including institutional investors, executive search professionals, and proxy advisors) regarding their views on race and gender diversity in the boardroom.

Using a method rooted in anthropology and discourse analysis, we have worked from a general topic outline and conducted open-ended interviews in which respondents are encouraged to raise and develop issues of interest to them. The interviews range from forty-five minutes to two hours in length and each interview …

Diversity In The Boardroom: A Content Analysis Of Corporate Proxy Disclosures, Aaron A. Dhir

Pace International Law Review

My work in this field has focused on regulation by quota and regulation by disclosure. With regard to quotas, strikingly, the Norwegian law is not located in regulation that explicitly deals with human rights or equality issues; rather, it is found in the heart of the legal regime that gives life and personality to corporations – in Norwegian corporate law. I have conducted qualitative, interview-based research with Norwegian corporate directors, both men and women. It is only through understanding how the goals of the law have translated into the day-to-day existence of these individuals that we can begin to consider …

Comparative Sex Regimes And Corporate Governance: An Introduction, Darren Rosenblum

Pace International Law Review

In February 2013, on the day of the worst snowstorm in many years, Pace International Law Review conducted a symposium on “Comparative Sex Regimes and Corporate Governance.” Despite a total shutdown of all transport networks and the consequent absence of a few stranded scholars, we met to discuss the fraught questions posed by corporate board quotas and formulate answers.

Led by Norway in 2003, several nations have begun to mandate certain levels of women’s inclusion on corporate boards. In the face of widespread exclusion of women from corporate power that suggests structural biases, these quotas appear radical and compelling. The …

Concentrated Ownership And Corporate Control: Wallenberg Sphere And Samsung Group, Hwa-Jin Kim

Law & Economics Working Papers

Samsung Group’s success cannot be attributed to its corporate governance structure, at least thus far. The corporate governance of Samsung has been rather controversial. As the group faces the succession issue the corporate governance has become as crucial as their new products and services. Samsung has discovered a role model on the other side of the planet, Wallenberg Sphere in Sweden. Much effort has been made to learn about Wallenberg’s arrangements and key to its success. However, a fundamental difference between the institutions in Sweden and Korea has made the corporate structures of the two groups radically different. Wallenberg uses …

Systematic Ict Surveillance By Employers: Are Your Personal Activities Private?, Arlene J. Nicholas

Faculty and Staff - Articles & Papers

This paper reviews the various methods of information and communications technology (ICT) that is used by employers to peer into the work lives and, in some cases, private lives of employees. Some of the most common methods – such as computer and Internet monitoring, video surveillance, and global positioning systems (GPS) – have resulted in employee disciplines that have been challenged in courts. This paper provides background information on United States (U.S.) laws and court cases which, in this age of easily accessible information, mostly support the employer. Assessments regarding regulations and policies, which will need to be continually updated …

Of Bitcoins, Independently Wealthy Software, And The Zero-Member Llc, Shawn J. Bayern

Scholarly Publications

An innovative software technology known as Bitcoin makes it easier for software to operate with some degree of financial autonomy. In a meaningful sense, it is now possible for software to conduct business on its own account, without using the traditional financial system as an intermediary and without a financial existence tied to an existing natural or legal person. This Essay explores this possibility and suggests that legally autonomous entities, such as a limited liability company (LLC) with no members, are a useful legal structure for factually autonomous systems.

Choice Of Procedural Law In International Commercial Arbitration: Providing "Proper Notice" To A Foreign Party To Ensure That The Arbitral Award Can Be Enforced, Tiffany Ng

UC Law Business Journal

In recent years, the Federal Circuit has made an effort to rein in excessive or unfounded patent damages awards. In Uniloc v. Microsoft, the Federal Circuit granted a motion for retrial on the issue of damages, rejecting the validity of plaintiff’s damages expert testimony. This note advocates a broad reading of Uniloc and encourages trial courts to take a greater role in providing juries with sound methodology for assessing damages. Specifically, this article encourages the use of court-appointed damages experts to restore predictability in the U.S. patent system.

Microlending: State Regulatory Reforms To Promote Economic And Employment Growth In California, Deanna Chea

UC Law Business Journal

Microlending has earned a great deal of acclaim for alleviating poverty and facilitating self-sufficiency among entrepreneur recipients of microloans, particularly in developing countries. The microlending structure has been repeatedly replicated and tailored to successfully meet each community’s unique needs. As one of the most socioeconomically, geographically, and culturally diverse states in the United States, California can reap the benefits of microlending with careful development of proper infrastructure. This note examines the history of microlending, provides and overview of the current economic state of California, and proposes a number of state legislative and regulatory reforms to create a sustainable and robust …