Commercial Law Commons^™

Taxation Of U.S. Llc With Foreign Participation, Victor Ianovitch

LLM Theses and Essays

The instant thesis is organized in three main parts. The first contains an overview of U.S. law including constitutional issues of the topic focusing on the separation of tax powers between federal and state authorities with special attention to the basis and extent to which a State is entitled to impose levies on business organizations; a brief analysis of federal legislation allowing the pass-through regime; and summary concerning LLC legislation in the States. The second analyzes the application of the main, basic principles of international taxation (such as residence, source rules, application of international treaties, and connected with it the …

Budweiser Or Budweiser, 32 J. Marshall L. Rev. 1251 (1999), Jitka Smith

UIC Law Review

No abstract provided.

Revisiting Rejection: Secured Party Interests In Leases And Executory Contracts, Laura B. Bartell

Law Faculty Research Publications

No abstract provided.

Poison And Dead Hand Pills, Markets For Corporate Control, And Implications For An Emerging Market Like China, Shueiqing Zhou

LLM Theses and Essays

In the past twenty years, the Chinese government has been adopting open door and economic reform policies. Because of historical, economic, legal, and cultural traditions, a modern corporation system is far from being established in China. There are lots of things that need to do to establish a perfect corporate system. This thesis reviews diverse interpretations of the function of poison pills in light of recent judicial decisions and underlying empirical evidence. It also reviews recent judicial decisions regarding the new version of poison and dead hand pill. The author discusses the recent trend of by-law restrictions in an attempt …

The Impact Of Nsmia On Small Issuers, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

Small businesses may account for 40% of the business activities in this country, but capital formation rules always have discriminated against small businesses and imposed rules that make it unreasonably difficult for small companies to exploit external sources of capital. NSMIA, through its broad statutory delegation to the SEC of the right to expand the preemption of state blue sky laws, provides a unique opportunity for the Commission to deliver much-needed and much-deserved help to small issuers engaged in capital formation and to finally break the hegemonic hold states have over the rules governing capital formation by small businesses. Society …

Integrating Alternative Dispute Resolution Into The Bankruptcy Curriculum, Peter C. Alexander, Peter N. Kutulakis, Robert M. Ackerman

Law Faculty Research Publications

No abstract provided.

The Protection Of International Investment At The Start Of The Twenty-First Century: Will Anachronistic Notions Of Business Render Irrelevant The Oecd's Multilateral Agreement On Investment, 31 J. Marshall L. Rev. 1201 (1998), Michael P. Avramovich

UIC Law Review

No abstract provided.

The Legal Architecture Of Virtual Stores, Walter Effross

Scholarly Articles in Law Reviews & Journals

INTRODUCTION: A major "selling point" of the World Wide Web is its ability to offer a "virtual storefront" to anyone, from an individual to a multinational corporation, with a product to market. Commercially available software packages enable even those computer users who are not versed in the intricacies of programming to create customized Web sites quickly, and at a relatively low cost. The swift development of this technology and a cultural shift towards encouraging on-line commerce have led to dramatic growth in the demographics and dollar amounts of the on-line marketplace, which in turn offers a challenging new context for …

The Interpretation Of The Remedial Provisions Of The Cisg, Evelina Wilhelmina Innocentia Visser

LLM Theses and Essays

The drafting process of the most successful international uniform law of the last decades, the 1980 United Nations Convention on the International Sale of Goods (CISG) reflected that in order to become a set of "well-balanced subsidiary rules," international uniform must be drafted and implemented carefully. It is essential that an international uniform law is adapted to diverse cultures. The different needs and demands of the varied socio-economic systems and legal structures, perceptions, procedures, and cultures of the distinct legal systems of this world are a main and omnipresent consideration and must be capable of absorbing the unified law. Either …

Debt Instruments' Tax Treatment In Corporate Mergers And Acquisitions, Tae Oon Jang

LLM Theses and Essays

The increase of merger and acquisition(M&A) activity since 1992 has resulted mainly from a domestic economic recovery. The current M&A trend shows that M&A is still an important means of enhancing many corporations' competitive power and of stimulating growth in such areas as computer software and services, wholesale and distribution, miscellaneous services, banking and finance, and leisure and entertainment. Fundraising for mezzanine-fund financing, which reflects investors' foresight about current and future M&A trends, has also seen rapid growth. After the Tax Reform Act of 1986 and the repeal of the General Utilities doctrine, the elimination of the capital gain preference …

Domestic Subsidies Under The Wto Agreement On Subsidies And Countervailing Measures And Their Treatment In Section 771 Of The Tariff Act Of 1930, Cecil Carl-Erich Kramer

LLM Theses and Essays

Governments provide subsidies for a variety of reasons and they are an important tool "to promote important objectives of national policy. The Organization for Economic Co-operation and Development (OECD) is comprised of industrialized countries, all of which are Members of the OECD Convention also have shown a steady rise in the provision of subsidies. The policy behind the fact that subsidies are addressed in international agreements is that they create a distortion in international trade and that they can quickly and destructively spread from nation to nation. They create a disparity between the actual costs incurred in producing a particular …

1997 Business Law Institute: Advising Your Business Client, Oregon Law Institute, Robert K. Winger, Steven C. Alberty, Nancy J. Brown, Sylvia E. Stevens, Andrea Bartoloni, Tifani M. Parrilli, James L. Knoll, Beth R. Skillern, Linda M. Bolduan, Gary W. Glisson, David P. Peterson

Oregon Law Institute, 1997

Course Materials from the May 2, 1997 Program in Portland

Beyond Marking: Country Of Origin Rules And The Decision In Cpc International, 31 J. Marshall L. Rev. 179 (1997), Donna L. Bade

UIC Law Review

No abstract provided.

The New Commercial Code Of The Czech Republic, 30 J. Marshall L. Rev. 699 (1997), Josef Bejcek

UIC Law Review

No abstract provided.

West Virginia Corporate Law: Is It "Broke"?, Debra R. Cohen

Journal Articles

We are all familiar with the cliche "if it ain't broke, don't fix it." The sentiment is as applicable to law as it is to the rest of life. When a law does what it is intended to do, legislators and courts should leave it alone. However, when a law no longer serves its intended purpose, it is "broke," and should be revised. The question is whether West Virginia's corporate law is "broke." In 1974, the West Virginia Legislature adopted the West Virginia Corporation Act (the "Act").' The Act brought then modem standards of corporate law to West Virginia. Since …

Double Taxation - Treatment Of Corporate Earnings Under American And German Law, Roland Schmidt

LLM Theses and Essays

This thesis is going to describe the different ways the United States and Germany deal with the problem of double taxation in the legal context of corporate distributions to its shareholders in the form of dividends. Tax law is particularly one of the areas of laws that are subject to frequent and often substantial changes. This is true for the German as well as for the U.S. tax laws. Since some of the issues being discussed in the United States today in connection with the corporate tax law are similar if not identical to the issues discussed in Germany before …

Oppression Of Minority Shareholders In Close Corporations: The Dissolution And Buy Out Remedies, Alexis Wochenmarkt

LLM Theses and Essays

To understand the potentially dramatic consequences of oppression in a close corporation it is in the first instance necessary, to outline the specific characteristics of these corporations. This thesis concentrates on the peculiarities of close corporations. Most states enacted "oppression" as a generic ground for remedial action. This study evaluates the different standards emphasizing reasonable expectations. Reasonable expectations if properly limited appears to be an efficient tool to measure oppression. In other jurisdictions, mainly where oppression is not available as a ground for dissolution, courts encountered the needs of close corporations by enhancing the owed fiduciary duties. Thus, in some …

Searching For Negotiability In Payment And Credit Systems, Ronald J. Mann

Faculty Scholarship

The casual observer of the legal academy would assume that negotiability is a legal principle of foundational importance to our nation's payment and credit systems. All of the obvious indicators support that assumption. Among other things, the 1980s witnessed a major effort by the American Law Institute and the National Conference of Commissioners on Uniform State Laws to update and revise the relevant provisions of the Uniform Commercial Code. Similarly, negotiability continues to occupy a safe position in law school curricula, as prominent academics at our most elite schools continue to write casebooks focusing on negotiability. Most recently, for example, …

The Role Of Secured Credit In Small-Business Lending, Ronald J. Mann

Faculty Scholarship

The traditional perspective holds that large firms in our economy use unsecured credit and small firms use secured credit. Existing scholarship, however, has provided little explanation of that pattern. In a recent article, I attributed the use of unsecured credit by large firms to the limited capacity of secured credit to lower the lending costs of creditworthy companies. This article uses data from a dozen interviews with small-business bankers to explain the small-business half of that lending pattern. To the extent smallbusiness lenders require secured credit, they do so largely for one significant benefit: secured credit allows small-business lenders to …

Article 2 Revisions: An Opportunity To Protect Consumers And Merchant Consumers Through Default Provisions, 30 J. Marshall L. Rev. 39 (1996), Edith Resnick Warkentine

UIC Law Review

No abstract provided.

Judicial Usurpation Of The F.T.C.'S Authority: A Return To The Rule Of Reason, 30 J. Marshall L. Rev. 283 (1996), Jeffrey H. Liebling

UIC Law Review

No abstract provided.

The Ali Principles Of Corporate Governance Compared With Georgia Law - Continued, The Special Contribution, Marjorie F. Knowles, Colin Flannery

Faculty Publications By Year

No abstract provided.

Flying Solo - Ethical Traps And Tips For The Solo And Small Practitioner, Oregon Law Institute, Allen E. Gardner, Peter R. Jarvis, Scott Mcarthur, Bradley F. Tellam, Michael A. Greene, Helen T. Dziuba

Oregon Law Institute, 1995

Course Materials from the October 27, 1995 Program in Portland

For Better Of For Worse: The Statutory Derivative Action In Singapore, Pearlie Koh

Research Collection Yong Pung How School Of Law

Managerial accountability (or the lack of it) to shareholders has been described as “one of the major socio-legal problems of the twentieth century”. That such a comment has come to be made seems inevitable given the fact that common law courts have consistently upheld, in the absence of fraud, the managerial authority of the Board against the shareholders in general meeting. The Directors have almost absolute authority to decide what is, in their opinion, in the commercial interests of the company. The concerns of shareholders are obvious in public companies where, for the sake of economic efficiency and as a …

China's New Foreign Trade Law: Analysis And Implications For China's Gatt Bid, 28 J. Marshall L. Rev. 495 (1995), Bing Wang

UIC Law Review

No abstract provided.

A Legal And Practical Overview Of Direct Investment And Joint Ventures In The "New" China, 28 J. Marshall L. Rev. 567 (1995), Daniel J. Brink, Xiao Lin Li

UIC Law Review

No abstract provided.

China's New Vat System, 28 J. Marshall L. Rev. 619 (1995), Xiangyuan Jiang, Jack Huang

UIC Law Review

No abstract provided.

Intercompany Transfer Pricing Regulations Under Internal Revenue Code Section 482: The Noose Tightens On Multinational Corporations, 28 J. Marshall L. Rev. 915 (1995), Michael Avramovich

UIC Law Review

No abstract provided.

The General Agreement: From Tariffs And Trade To Sustainable Development, Mark Anthony Drumbl

Scholarly Articles

In order to deal adequately with the immense environmental problems we face, it is not sufficient to clean up past mistakes. We must also restructure traditional trade practices to curtail future environmental harms. This article is an attempt to offer ideas as to how such a restructuring could take place.

Environmental degradation is increasingly becoming an issue of global security. Water depletion, air pollution, deforestation, soil erosion, and the possibility of rising sea levels in overcrowded regions are all phenomena that may prompt mass migrations. This, in turn, might incite group conflicts. In this regard, environmentally related issues could constitute …

China On The Horizon: Exploring Current Legal Issues, 28 J. Marshall L. Rev. 639 (1995), Preston M. Torbert

UIC Law Review

No abstract provided.