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2015

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Articles 181 - 210 of 388

Full-Text Articles in Business Organizations Law

Professor Gerald Korngold On Conservation Easements, James Hagy, Katherine Disalvo, Naveed Fazal Apr 2015

Professor Gerald Korngold On Conservation Easements, James Hagy, Katherine Disalvo, Naveed Fazal

Rooftops Project

The Rooftops Project’s Katherine DiSalvo and Naveed Fazal talk with New York Law School Professor and conservation easement scholar, Gerald Korngold.


Profiles - The Rubin Museum Of Art, James Hagy, Payal Thakkar Apr 2015

Profiles - The Rubin Museum Of Art, James Hagy, Payal Thakkar

Rooftops Project

For over two centuries, New York City’s arts and culture have been enhanced by visionary founders of museums designed to house collections the founders themselves treasured. That tradition continues with the installation of a remarkable collection in the equally remarkable transformation of a former clothing store. The Rooftops Project’s Payal Thakkar and Professor James Hagy visit with Patrick Sears, Executive Director of The Rubin Museum of Art in New York City.


Profile - Human Rights Watch, James Hagy, Mehgan Gallagher Apr 2015

Profile - Human Rights Watch, James Hagy, Mehgan Gallagher

Rooftops Project

Rooftops Project Profile - Human Rights Watch - Every day, not-for-profit organizations face “stay or move” choices when they approach the end of their leases. Making predictions about space, and making space work, can be challenging. How did one such organization assess its choices as a tenant in one of the most iconic buildings in Manhattan? The Rooftops Project’s Mehgan Gallagher speaks with David Bragg at Human Rights Watch.


Think Like A Businessperson: Using Business School Cases To Create Strategic Corporate Lawyers​., Alicia J. Davis Apr 2015

Think Like A Businessperson: Using Business School Cases To Create Strategic Corporate Lawyers​., Alicia J. Davis

Articles

For the past twenty-five years, my academic and professional pursuits have straddled the line between business and law. I majored in business administration in college and then worked as an analyst in the Corporate Finance department at a bulge bracket Wall Street firm. After completing a JD/MBA, I returned to investment banking with a focus on middle-market mergers and acquisitions (M&A) and subsequently practiced law with a focus on private equity and M&A. Finally, in 2004, I found my current home as a corporate law professor. In my courses, which include Mergers & Acquisitions, Enterprise Organization, and Investor Protection, I …


Unlimited Liability In The Modern Context: An Examination Of Shareholder Liability In Nova Scotia Unlimited Liability Companies, Sarah P. Bradley Apr 2015

Unlimited Liability In The Modern Context: An Examination Of Shareholder Liability In Nova Scotia Unlimited Liability Companies, Sarah P. Bradley

Dalhousie Law Journal

For over 30 years, unlimited liability companies have been ubiquitous in USCanadian M&A transactions. Typically interposed between a US parent company and a Canadian operating company, these entities quietly function to make such structures more tax efficient. They are facilitated by Nova Scotia's venerable Companies Act, which has allowed for the incorporation of corporations with unlimited liability for over a hundred years. Unlimited liability of shareholders is the singular defining characteristic of the ULC, but the precise nature of ULC shareholder liability was apparently regarded as something of a technicality and rarely, if ever, closely examined in the professional or …


Human Equity? Regulating The New Income Share Agreements, Shu-Yi Oei, Diane Ring Apr 2015

Human Equity? Regulating The New Income Share Agreements, Shu-Yi Oei, Diane Ring

Vanderbilt Law Review

A controversial new financing phenomenon has recently emerged. New "income share agreements" ("ISAs") enable an individual to raise funds by pledging a percentage of her future earnings to investors for a certain number of years. These contracts, which have been offered by entities such as Fantex, Upstart, Pave, and Lumni, raise important questions for the legal system: Are they a form of modern-day indentured servitude or an innovative breakthrough in human financing? How should they be treated under the law? This Article comprehensively addresses the public policy and legal issues raised by ISAs and articulates an analytical approach to evaluating …


The Derivative Nature Of Corporate Constitutional Rights, Margaret M. Blair, Elizabeth Pollman Apr 2015

The Derivative Nature Of Corporate Constitutional Rights, Margaret M. Blair, Elizabeth Pollman

William & Mary Law Review

This Article engages the two-hundred-year history of corporate constitutional rights jurisprudence to show that the Supreme Court has long accorded rights to corporations based on the rationale that corporations represent associations of people from whom such rights are derived. The Article draws on the history of business corporations in America to argue that the Court’s characterization of corporations as associations made sense throughout most of the nineteenth century. By the late nineteenth century, however, when the Court was deciding several key cases involving corporate rights, this associational view was already becoming a poor fit for some corporations. The Court’s failure …


The Federal Question In Patent-License Cases, Amelia Rinehart Apr 2015

The Federal Question In Patent-License Cases, Amelia Rinehart

Utah Law Faculty Scholarship

The jurisdictional rules that determine whether a license case arises under the patent laws are cumbersome and expensive for courts and litigants alike. Gunn v. Minton, a recent patent-malpractice case raising very different concerns than the ones raised in license cases, will only add to the inconsistency, inefficiency, and uncertainty that surround this “dark corridor” of federal-question jurisdiction. The time has come for a new assessment of arising-under jurisdiction in patent cases that reduces these burdens, promotes uniformity, encourages patent challenges, and reflects Congress’s intent to carry federal patent questions into federal courts.


Voter Primacy, Sarah C. Haan Apr 2015

Voter Primacy, Sarah C. Haan

Fordham Law Review

    This Article argues that Citizens United v. FEC expanded the audience for campaign finance disclosure to include a group that had never before been held relevant to campaign finance disclosure—corporate shareholders—and explores the constitutional, policy, and political consequences of this change. In part IV of Citizens United, the U.S. Supreme Court departed from more than thirty years of campaign finance disclosure analysis to treat corporate shareholders as a target audience for corporate electoral spending disclosure, holding that the governmental interest advanced by campaign finance disclosure laws includes an interest in helping corporate shareholders “determine whether their corporation’s political speech advances …


Rudy Blake Frazier Et Al., Order On Defendant's Emergency Motion For Sanctions, Elizabeth E. Long Mar 2015

Rudy Blake Frazier Et Al., Order On Defendant's Emergency Motion For Sanctions, Elizabeth E. Long

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

No abstract provided.


La Famiglia Trust, Final Order And Judgment, John J. Goger Mar 2015

La Famiglia Trust, Final Order And Judgment, John J. Goger

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

No abstract provided.


Michael D. Sullivan, Order On Directed Verdict In Favor Of Defendant Marc Cello And The Cello Law Group And Order Transferring Case To The Superior Court Of Cherokee County, Elizabeth E. Long Mar 2015

Michael D. Sullivan, Order On Directed Verdict In Favor Of Defendant Marc Cello And The Cello Law Group And Order Transferring Case To The Superior Court Of Cherokee County, Elizabeth E. Long

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

No abstract provided.


International Law - Employment Discrimination. Japanese Corporation Formed Under United States Law Must Comply With Terms Of Title Vii Of The Civil Rights Act Of 1964. Avagliano V. Sumitumo Shoji America, Inc., - U.S. -, 102 S. Ct. 2374 (1982)., Henry Cyrus Mar 2015

International Law - Employment Discrimination. Japanese Corporation Formed Under United States Law Must Comply With Terms Of Title Vii Of The Civil Rights Act Of 1964. Avagliano V. Sumitumo Shoji America, Inc., - U.S. -, 102 S. Ct. 2374 (1982)., Henry Cyrus

Georgia Journal of International & Comparative Law

No abstract provided.


The Treasury's Twenty Year Battle With Treaty Shopping: Article 16 Of The 1977 United States Model Treaty, Robert R. Oliva Mar 2015

The Treasury's Twenty Year Battle With Treaty Shopping: Article 16 Of The 1977 United States Model Treaty, Robert R. Oliva

Georgia Journal of International & Comparative Law

No abstract provided.


Mining Investment In Brazil, Peru, And Mexico: A Practical Methodology, Gerald J. Pels Mar 2015

Mining Investment In Brazil, Peru, And Mexico: A Practical Methodology, Gerald J. Pels

Georgia Journal of International & Comparative Law

No abstract provided.


Digging Up The Corp(Ses): Holston Investments V. Lanlogistics Corp. And The Continuing Struggle To Determine The Citizenship Of Dissolved And Inactive Corporations For The Purposes Of Diversity Jurisdiction, Nicholas W. Roosevelt Mar 2015

Digging Up The Corp(Ses): Holston Investments V. Lanlogistics Corp. And The Continuing Struggle To Determine The Citizenship Of Dissolved And Inactive Corporations For The Purposes Of Diversity Jurisdiction, Nicholas W. Roosevelt

Northwestern University Law Review

Since the early 1990s, the U.S. Circuit Courts of Appeals have been divided on how to determine the citizenship of dissolved or inactive corporations for the purposes of diversity jurisdiction. By the beginning of the twenty-first century, courts of appeals addressing the issue had settled on one of three conclusions: (1) citizenship should be determined only by the corporation’s state of incorporation; (2) citizenship should be determined both by the corporation’s state of incorporation and its last principal place of business; or (3) citizenship should always be determined by the corporation’s state of incorporation, but only be determined by principal …


G8 Principles: Identifying The Anonymous, Max Biedermann Mar 2015

G8 Principles: Identifying The Anonymous, Max Biedermann

Brigham Young University International Law & Management Review

No abstract provided.


Paying For Risk: Bankers, Compensation, And Competition, Simone M. Sepe, Charles K. Whitehead Mar 2015

Paying For Risk: Bankers, Compensation, And Competition, Simone M. Sepe, Charles K. Whitehead

Cornell Law Review

Efforts to control bank risk address the wrong problem in the wrong way. They presume that the financial crisis was caused by CEOs who failed to super­vise risk-taking employees. The responses focus on exe­cutive pay, believing that exe­cu­tives will bring non-execu­tives into line—using incen­­­­tives to manage risk-taking—once their own pay is regu­lated. What they over­look is the effect on non-executive pay of the com­pe­­ti­­tion for talent. Even if exe­­cu­tive pay is regu­lated, and exe­cu­tives act in the bank’s best interests, they will still be trapped into providing incentives that encourage risk-taking by non-executives due to the negative exter­nality that arises …


Corporate-School Partnerships And Neoliberal Influences On Students As Future Participants In The Labor Market, Adriane Kayoko Peralta Mar 2015

Corporate-School Partnerships And Neoliberal Influences On Students As Future Participants In The Labor Market, Adriane Kayoko Peralta

Brigham Young University Education and Law Journal

No abstract provided.


Minority And Women Entrepreneurs: Building Capital, Networks, And Skills, Michael S. Barr Mar 2015

Minority And Women Entrepreneurs: Building Capital, Networks, And Skills, Michael S. Barr

Other Publications

The United States has an enviable entrepreneurial culture and a track record of building new companies. Yet new and small business owners often face particular challenges, including lack of access to capital, insufficient business networks for peer support, investment, and business opportunities, and the absence of the full range of essential skills necessary to lead a business to survive and grow. Women and minority entrepreneurs often face even greater obstacles. While business formation is, of course, primarily a matter for the private sector, public policy can and should encourage increased rates of entrepreneurship, and the capital, networks, and skills essential …


Beyond Ownership: State Capitalism And The Chinese Firm, Curtis J. Milhaupt, Wentong Zheng Mar 2015

Beyond Ownership: State Capitalism And The Chinese Firm, Curtis J. Milhaupt, Wentong Zheng

UF Law Faculty Publications

Chinese state capitalism has been treated as essentially synonymous with state-owned enterprises (SOEs). But drawing a stark distinction between SOEs and privately owned enterprises (POEs) misperceives the reality of China’s institutional environment and its impact on the formation and operation of large enterprises of all types. We challenge the “ownership bias” of prevailing analyses of Chinese firms by exploring the blurred boundary between SOEs and POEs in China. We argue that the Chinese state has less control over SOEs and more control over POEs than its ownership interest in the firms suggests. Our analysis indicates that Chinese state capitalism can …


Home-Country Effects Of Corporate Inversions, Omri Marian Mar 2015

Home-Country Effects Of Corporate Inversions, Omri Marian

Washington Law Review

This Article develops a framework for the study of the unique effects of corporate inversions (meaning, a change in corporate residence for tax purposes) in the jurisdictions from which corporations invert (“home jurisdictions”). Currently, empirical literature on corporate inversions overstates its policy implications. It is frequently argued that in response to an uncompetitive tax environment, corporations may relocate their headquarters for tax purposes, which, in turn, may result in the loss of positive economic attributes in the home jurisdiction (such as capital expenditures, research and development activity, and high-quality jobs). The association of tax-residence relocation with the dislocation of meaningful …


Damages Versus Specific Performance: Lessons From Commercial Contracts, Theodore Eisenberg, Geoffrey P. Miller Mar 2015

Damages Versus Specific Performance: Lessons From Commercial Contracts, Theodore Eisenberg, Geoffrey P. Miller

Cornell Law Faculty Publications

Specific performance is a central contractual remedy but, in Anglo-American law, generally is subordinate to damages. Despite rich theoretical discussions of specific performance, little is known about parties' treatment of the remedy in their contracts. We study 2,347 contracts of public corporations to quantify the presence or absence of specific performance clauses in several types of contracts. Although a majority of contracts do not refer to specific performance, substantial variation exists in the rates of including specific performance clauses. High rates of specific performance use in the area of corporate combinations through merger (53.4 percent) or assets sales (45.1 percent), …


The End Of Class Actions?, Brian T. Fitzpatrick Mar 2015

The End Of Class Actions?, Brian T. Fitzpatrick

Vanderbilt Law School Faculty Publications

In this Article, I give a status report on the life expectancy of class action litigation following the Supreme Court's decisions in Concepcion and American Express. These decisions permitted corporations to opt out of class action liability through the use of arbitration clauses, and many commentators, myself included, predicted that they would eventually lead us down a road where class actions against businesses would be all but eliminated. Enough time has now passed to make an assessment of whether these predictions are coming to fruition. I find that, although there is not yet solid evidence that businesses have flocked to …


Directors’ Defence Of Reliance On Professional Advisers Under Anglo-Australian Law, Wai Yee Wan Mar 2015

Directors’ Defence Of Reliance On Professional Advisers Under Anglo-Australian Law, Wai Yee Wan

Research Collection Yong Pung How School Of Law

This paper analyses the issue of whether directors may use reliance on professional advice as a defence to a claim for breach of duty to exercise care, skill and diligence under common law or companies legislation in England and Australia. While England and Australia share the same common law tradition and have similar statutory provisions on the standard of care of directors, an English court generally regards a director as acting reasonably when he seeks advice from a qualified and independent professional adviser in a specialist matter within his expertise. In the absence of any conflict of interest, reliance is …


Drummond Financial Services Llc, Order On Motion To Strike Affidavit And To Disqualify Counsel, John J. Goger Feb 2015

Drummond Financial Services Llc, Order On Motion To Strike Affidavit And To Disqualify Counsel, John J. Goger

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

No abstract provided.


Global Aerospace Inc., Order On Motions For Sanctions, Elizabeth E. Long Feb 2015

Global Aerospace Inc., Order On Motions For Sanctions, Elizabeth E. Long

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

No abstract provided.


Global Aerospace Inc., Omnibus Order On Discovery Motions, Elizabeth E. Long Feb 2015

Global Aerospace Inc., Omnibus Order On Discovery Motions, Elizabeth E. Long

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

No abstract provided.


Corporate Social Responsibility & Concession Theory, Stefan J. Padfield Feb 2015

Corporate Social Responsibility & Concession Theory, Stefan J. Padfield

William & Mary Business Law Review

This Essay examines three related propositions: (1) Voluntary corporate social responsibility (CSR) fails to effectively advance the agenda of a meaningful segment of CSR proponents; (2) None of the three dominant corporate governance theories—director primacy, shareholder primacy, or team production theory—support mandatory CSR as a normative matter; and, (3) Corporate personality theory, specifically concession theory, can be a meaningful source of leverage in advancing mandatory CSR in the face of opposition from the three primary corporate governance theories. In examining these propositions, this Essay makes the additional claims that Citizens United: (A) supports the proposition that corporate personality theory matters; …


A Concept-Sensitive Managerial Analysis With Law: Applying A Business Concept To A Legal Rule To Identify The Domain Of Business Situations, James E. Holloway Feb 2015

A Concept-Sensitive Managerial Analysis With Law: Applying A Business Concept To A Legal Rule To Identify The Domain Of Business Situations, James E. Holloway

William & Mary Business Law Review

The traditional fact-sensitive managerial analysis with law analyzes business situations to identify legal issues and applies legal rules to facts to make judicial decisions. The fact-sensitive managerial analysis takes decades to identify a family of business situations and lacks the analytical capacity to use business knowledge (concepts) and analytical methods to identify business situations. Alternatively, a concept-sensitive managerial analysis with law increases factual sensitivity by applying a business concept to a legal rule to shorten the duration of identifying an extensive family of business situations. All situations are not useful or effective when making business decisions or managing a business. …