Commercial Law Commons^™

Arkansas Corporate Fiduciary Standards—Interested Directors' Contracts And The Doctrine Of Corporate Opportunity, Susan Webber

University of Arkansas at Little Rock Law Review

No abstract provided.

Contract Law In Modern Commercial Transactions, An Artifact Of Twentieth Century Business Life?, James J. White

Articles

Diligent first year law students study contract law with a passion previously reserved for romantic objects and religious idols. Their professors lead them in extensive and difficult intellectual explorations of the wilds of contract law. There are careful analyses of why damage recovery X will stimulate performance Y, why recovery A is appropriate to encourage the aggrieved party to return to the market, and so on and so forth. Lurking behind this year long analysis are several inarticulate hypotheses: that they make rational evaluations of the threat of legal sanctions; that they respond in other varied and subtle ways to …

Franchise Regulation: Comprehensive State Regulation Now Unnecessary, Robert C. Downs

Faculty Works

Since 1970, there has been an epidemic of state regulatory activity con­cerning the sale of franchises and business opportunities. In addition to those states which actually have adopted franchise regulation statutes, several state legislatures currently are considering pending legislation. Undoubtedly, other states, including Missouri, soon will have the opportunity to protect their un­suspecting citizens from the risks believed to be inherent in the franchising industry.

Nor has the franchising business gone unnoticed by the federal govern­ment. On December 21, 1978, the Federal Trade Commission (FTC) published its rule 436, entitled "Disclosure Requirements and Prohibitions Concerning Franchising and Business Opportunity Ventures." …

Introduction: The Value-Added Tax - A Symposium, Edwin T. Hood

Faculty Works

On October 22, 1979, Representative Al Ullman, Chairman of the House Ways and Means Committee, introduced H.R. 5665, the Tax Restructuring Act of 1979. Representative Ullman proclaimed the bill, which contains a ten percent value-added tax, as the "largest adjustment in U.S. taxation since 1913." In his statement accompanying the introduction of H.R. 5665, Chairman Ullman states that the overall purpose for the imposition of a value-added tax coupled with reductions in social security and income taxes, is to correct major flaws in the United States economy-namely double digit inflation, declining productivity, inadequate capital formation, and lag­ging competition with foreign …

Banks And Banking - Bank May Finance The Involuntary Takeover Of One Of Its Borrowers And May, In Making Its Loan Decision, Rely On Confidential Information Received From The Takeover Target, John C. Sullivan

Villanova Law Review (1956 - )

No abstract provided.

Reconciling National Interests In The Regulation Of International Business, Stanley J. Marcuss, Dale P. Butland

Northwestern Journal of International Law & Business

In an increasingly integrated world where political and economic issues are deeply intertwined, the regulation of international business activity raises complex problems in international law. The existence of the multinational corporation, which is possessed of multiple identities and therefore subject to the jurisdiction of both "home" nations, where it is headquartered, and "host" nations, where its subsidiaries are located, makes the potentiality of jurisdictional disputes among nations particularly acute. While attempts to apply United States law to American foreign subsidiaries virtually ensures conflicts among jurisdictions, excusing subsidiaries from compliance with domestic law could seriously undermine comprehensive regulatory activity. It could …

Gabhart V. Gabhart: An Indiana Response To Corporate Freeze-Outs, Ronald B. Given

Indiana Law Journal

No abstract provided.

Allocation Of Scarce Goods Under Section 2-615 Of The Uniform Commercial Code: A Comparison Of Some Rival Models, James J. White

Articles

Section 2-615 of the Uniform Commercial Code authorizes a contract seller to allocate goods in short supply when full performance has become commercially impracticable. Most of the cases under and commentary on that section have focused on the issue of commercial impracticability. The allocation aspects of the section have attracted much more modest attention in the cases and in the scholarly journals. The purpose of this article is to examine critically the allocation rule set out in section 2-615(b). That subsection authorizes a seller, upon a finding of commercial impracticability, to allocate "in any manner which is fair and reasonable." …

Post-Dissolution Liabilities Of Shareholders And Directors For Claims Against Dissolved Corporations, D. Gilbert Friedlander, P. Anthony Lannie

Vanderbilt Law Review

This Article initially will explore the nature and extent of shareholders' and directors' liabilities for contingent claims against the dissolved corporation by examining section 105 of the Model Business Corporation Act and the case law of those states that have adopted the Model Act.' Two purposes underlying the Model Act are uniformity and progressive resolution of issues inadequately resolved by the common law or earlier statutes. An exhaustive analysis of the case law under section 105 of the Model Act, however,reveals that both purposes have been frustrated, if not defeated. First, uniformity among jurisdictions, as well as within each Model …

Competing Merger Offers - Disclosure And Related Problems, Law Review Staff

Vanderbilt Law Review

An attractive company that makes known its desire to find a merger partner or announces an agreement in principle to merge with another corporation is likely to receive multiple inquiries or multiple offers from acquisition-minded corporations. This Note examines various problems and duties confronting a publicly held company' that receives multiple merger inquiries and offers. The starting point for this analysis is one court's directive that a proxy statement soliciting shareholder approval of a merger recommended by management must disclose competing merger offers from third parties if such offers are "definitive" and "may" be more advantageous to the shareholders than …

Financial Corporations And Subchapter S: An Interesting Problem, Jeffrey K. Riffer

Indiana Law Journal

No abstract provided.

Complete Stock Redemption In A Family Corporation: A Warning About The Pitfalls Of Two Standards, Eric T. Johnson

Villanova Law Review (1956 - )

No abstract provided.

Products Liability--Assumption Of Liability In Sale Of Assets, James Ronald Snyder

West Virginia Law Review

One of the usual factors to be considered in the acquisition of one corporation by another is whether the transferee is to assume the transferor's liabilities. Often the intent of the parties can be effectuated by choosing one form of acquisition over another. For example, if the parties intend that the transferee assume all of the liabilities of the transferor, the transaction could be structured as a merger because, by operation of law, the transferee assumes all of the transferor's liabilities in a merger. On the other hand, if the parties decide that the transferee will assume none of the …

The Corporate Patent - Reform Or Retrogression, Mary Helen Sears

Villanova Law Review (1956 - )

No abstract provided.

Indemnifying Corporate Officials For Williams Act Violations, Edward J. Hussey

Indiana Law Journal

No abstract provided.

Taxation--"Section 306 Stock", Edward G. Kennedy

West Virginia Law Review

No abstract provided.

State Regulation Of Franchising: The Washington Experience, Donald S. Chisum

Washington Law Review

The successful use of franchising as an adjunct to more traditional marketing techniques by business firms seeking nationwide distribution for their products, services, and ideas has stimulated many franchisor abuses. Professor Chisum comprehensively discusses a variety of remedies available to the franchisee seeking relief from franchisor abuses, including remedies provided by the common law, federal and state securities laws, and the federal antitrust laws. The article assesses the relative success and failure of these general remedies in rectifying the specific problems of franchisor abuses. The author then critically examines the Washington Franchise Investment Protection Act which was enacted in 1971 …

Enforcement Of The Merger Laws By Private Party Litigation, Earl W. Kintner, Merle F. Wilberding

Indiana Law Journal

No abstract provided.

Section 355'S Active Business Rule--An Outdated Inefficacy, John A. Stemmler

Vanderbilt Law Review

In order to delineate the problems inherent in the active business rule, this Note first will examine the legislative history of tax-free separations, isolating the primary purpose and policy of section 355. Regulatory and judicial interpretations of section 355 will also be analyzed to determine their propriety in light of the statute's purpose and to illustrate the confusion that exists in the area. This, in turn, will lead to a suggested approach for dealing with section 355 transactions in the future.

The Legitimacy Of The Business Corporation, By James Willard Hurst, John D. Donnell

Indiana Law Journal

No abstract provided.

Procedural Sanctions For Non-Registration Of Foreign Corporations: An Analysis Of Their Application To Negotiable Instruments, John P. Mitchell

Indiana Law Journal

No abstract provided.

Gallagher Revisited: The Functionally Unrelated Corporate Reorganization, William D. Lipkind

Villanova Law Review (1956 - )

No abstract provided.

In Aggravation Of Merger, G. E. Hale, Rosemary D. Hale

Indiana Law Journal

No abstract provided.

Why The Commercial Code Should Be 'Uniform', William A. Schnader

Washington and Lee Law Review

No abstract provided.

Prorata Recovery By Shareholders On Corporate'cauises Of Action As A Means Of Achieving Corporate Justice, Edward J. Grenier, Jr.

Washington and Lee Law Review

No abstract provided.

Organizing Corporate And Other Business Enterprises, By Chester Rohrlich, Ritchie G. Davis

Indiana Law Journal

No abstract provided.

Business Associations--1959 Tennessee Survey, F. Hodge O'Neal

Vanderbilt Law Review

The Eighty-first General Assembly enacted a considerable number of significant statutes affecting business organizations or their activities. One of the new statutes made important changes in the Securities Law of 1955. Several of the statutes were designed, or at least professed to be designed, to encourage the commercial and industrial development of Tennessee. On the other hand, Tennessee courts handed down during the survey period only two or three opinions touching on business associations questions, and those questions were of but little importance. In general, this article discusses the statutes first, then the judicial decisions.

Tax Aspects Of Corporate Business Purchase Agreements Funded With Life Insurance, Hugh J. Morgan Jr.

Vanderbilt Law Review

Death to a member of a closely held business usually will seriously disrupt the workings of the business organization. Also, the estate of the decedent may find his business interest an unwanted asset. A valuable business interest often must be sacrificed because of the pressing need for cash to pay debts, administrative expenses, and estate and inheritance taxes. Thus, death may place the continued existence of the business in jeopardy, make uncertain the interest of decedent's surviving business associates, and make necessary a forced liquidation of decedent's interest in the business at a sacrifice price. Consequently,a business man may find …

Book Reviews, Charles Bunn, Norman D. Lattin, Norman Redlich, John C. Chommie, R. Dale Vliet, Bernard Schwartz

Journal of Legal Education

No abstract provided.

Escrow Instructions To The First National Bank Of Nevada Regarding The Transfer Of Las Vegas Water Production From The Union Pacific Railroad To The Las Vegas Valley Water District, June 21, 1954, First National Bank Of Nevada, Los Angeles & Salt Lake Railroad Company, Las Vegas Valley Water District, Las Vegas Land And Water Company (Las Vegas, Nev.), Union Pacific Railroad Company

Publications (WR)

Escrow instructions for the transfer of Las Vegas water production from the Union Pacific Railroad to the Las Vegas Valley Water District. Contract between the Los Angeles & Salt Lake Railroad, the Union Pacific Railroad, and the Las Vegas Land and Water Company.