Business Organizations Law Commons^™

Holding Investment Bankers Liable For Aiding And Abetting Corporate Directors: The Under-Deterrent, Maren Worley

Brigham Young University Journal of Public Law

No abstract provided.

Gardner Ex Rel. V. Eighth Judicial Dist. Court, 133 Nev. Adv. Op. 89 (Nov. 22, 2017), Will Carter

Nevada Supreme Court Summaries

The alter ego doctrine applies to LLCs and corporations, such that creditors may reach manager’s assets. The Court held that an LLC does not protect a manager or member from their own individual acts of negligence. Therefore, the Court directed the district court to vacate because, “the varieties of fraud and injustice that the alter ego doctrine was designed to redress can be equally exploited through limited liability companies.”

Poke Your Nose Into Your Clients' Businesses (If You Want To Understand Their Contracts), James W. Bowers

Maine Law Review

Thirty years ago Grant Gilmore argued that “Contract” was dead. This lecture, delivered as 2004 Godfrey Scholar-in-Residence at the University of Maine School of Law, considers the cause of death. Since the expired doctrines arose in a common law process, the lecture argues their demise resulted from the failings of lawyers, especially lawyers' commitment to wooden, formalist legal methods. I explore some of the reasons why lawyers became committed to these methods, and argue that even were nineteenth-century formalistic practices resurrected, modern lawyers must still be prepared to understand the potential effects business contexts might have in contract disputes and …

Maine Corporation Law & Practice, 2nd Edition, George F. Eaton Ii, Kristy M. Smith

Maine Law Review

In 2001, several members of the Business Law Section of the Maine Bar Association convened the Corporate Law Revision Committee (the Committee), which set out to adapt the Model Business Corporation Act (the Model Act) for use in Maine. Maine's corporation law had not benefited from a comprehensive over-haul since 1971, and notwithstanding periodic updates of specific components of the statutory regime over the years, a thorough and comprehensive revision was needed to keep pace with modern corporate law and practice in the twenty-first century. The Committee's efforts, under the leadership of James B. Zimpritch, Esq., widely acknowledged as the …

Smith V. Van Gorkom And The Kobayashi Maru: The Place Of The Trans Union Case In The Development Of Delaware Corporate Law, Robert T. Miller

William & Mary Business Law Review

Although it is dangerous to attempt to say anything new about Smith v. Van Gorkom, the most controversial decision in the history of Delaware corporate law, this Article tries to do so by arguing that the extensive development of Delaware law since the time of the case allows us a perspective on Van Gorkom not available when the case was decided in 1985 or, indeed, for a long time thereafter. In particular, Van Gorkom had as important a role in the evolution of Delaware law as the three other outstanding cases decided by the Delaware Supreme Court in the …

Can Taxes Mitigate Corporate Governance Inefficiencies?, Noam Noked

William & Mary Business Law Review

Policymakers have long viewed tax policy as an instrument to influence and change corporate governance practices. Certain tax rules were enacted to discourage pyramidal business structures and large golden parachutes, and to encourage performance-based compensation. Other proposals, such as imposing higher taxes on excessive executive compensation, have also attracted increasing attention.

Contrary to this view, this Article contends that the ability to effectively mitigate corporate governance inefficiencies through the use of corrective taxes is very limited, and that these taxes may cause more harm than benefit. There are a few reasons for the limited effectiveness of corrective taxes. Importantly, the …

A Progressive Case For A Universal Transaction Tax, Gary Chartier

Maine Law Review

Federal Reserve Board chair Alan Greenspan’s recent call for tax simplification and his acknowledgement of arguments for a consumption tax may help to place the question of such taxes, including a value-added tax (VAT), on the national political agenda. If the possibility of imposing a VAT does receive significant national attention, the debate it occasions will obviously, and appropriately, focus in part on a variety of technical questions. But normative questions will likely be at issue as well. A VAT is like a sales tax, but is applied at each stage in a product’s development and not merely when it …

Embezzlement - The Next Generation, Joseph A. Divito, Esq., Kevin M. Kearney, Esq.

The Catholic Lawyer

No abstract provided.

Evaluating Market Reactions To Non-Practicing Entity Litigation, Emiliano Giudici, Justin Blount

Faculty Publications

An ongoing debate in patent law involves the role “non-practicing entities,” sometimes called “patent trolls,” serve in the patent system. Some argue they serve as valuable market intermediaries, while others contend they are a drain on innovation and an impediment to a well-functioning patent system. This Article adds to the data available in this debate by conducting an event study that analyzes the market reaction to patent litigation filed by large “mass aggregator” non-practicing entities against large publicly traded companies. This study advances the literature by attempting to reproduce the results of previous event studies done in this area with …

Souza Et Al., Amended Order Granting Defendants' Motion To Dismiss, Elizabeth E. Long

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

No abstract provided.

Souza Et Al., Order On Plaintiffs' Motion To Compel, Elizabeth E. Long

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

No abstract provided.

Piling On? An Empirical Study Of Parallel Derivative Suits, Stephen J. Choi, Jessica Erickson, Adam C. Pritchard

Articles

Using a sample of all companies named as defendants in securities class actions between July 1, 2005 and December 31, 2008, we study parallel suits relying on state corporate law arising out of the same allegations as the securities class actions. We test several ways that parallel suits may add value to a securities class action. Most parallel suits target cases involving obvious indicia of wrongdoing. Moreover, we find that although a modest percentage of parallel suits are filed first, over 80 percent are filed after a securities class action (termed “follow-on” parallel suits). We find that parallel suits and, …

Corporate Directors In The United Kingdom, Stephen M. Bainbridge

William & Mary Law Review Online

In the United States, state corporation law uniformly provides that only natural persons may serve as directors of corporations. Corporations, limited liability companies, and other entities otherwise recognized in the law as legal persons are prohibited from so serving. In contrast, the United Kingdom allowed legal entities to serve as directors of a company. In 2015, however, legislation came into force adopting a general prohibition of these so-called corporate directors, albeit while contemplating some exemptions. This Article argues that there are legitimate reasons companies may wish to appoint corporate directors. It also argues that the transparency and accountability concerns that …

Trump's "Big-League" Tax Reform: Assessing The Impact Of Corporate Tax Changes, Ryan J. Clements

Michigan Business & Entrepreneurial Law Review

This Article reviews and assesses corporate tax reforms advocated by President Donald Trump during his presidential campaign and signed into law since taking office (the Tax Cuts and Jobs Act of 2017), in light of economic theory and the Modigliani-Miller Irrelevance Theorem. The Ar-ticle argues that companies will adapt polcies in light of new taxation mea-sures, thereby impacting the effectiveness of reform. In support of this conclusion, the Article surveys two empirical studies—one in relation to the repatriation efforts of President Bush’s Homeland Investment Act and an-other in relation to unexpected changes to the taxation of Canadian income trusts—to highlight …

Volkswagen's Bad Decisions & Harmful Emissions: How Poor Process Corrupted Codetermination In Germany's Dual Board Structure, Nicola Faith Sharpe

Michigan Business & Entrepreneurial Law Review

This Article directly challenges the often argued proposition that Ger-many’s two-tier board of directors is superior to America’s single-tier board structure. It argues that regardless of structure, any decision-making body that lacks effective decision-making processes is at signifcant risk of failure, scandal, and ineffectiveness. Legal scholars and policymakers have largely ignored the connection between decision-making processes and the efficacy of corporate leadership. The Article is the first to examine this underexplored relationship in the context of the German dual-board.

Volkswagen’s 2015 emissions scandal provides a vehcicle to critcally assess the relationship between Germany’s two-tiered board and an effec-tive decision-making process. …

Getting To Guilty: The Necessary Shift To Individual Accountability For Corporate Wrongdoing, Paige Wheeler

The Business, Entrepreneurship & Tax Law Review

In September of 2015, Deputy Attorney General, Sally Yates, declared that the Department of Justice would shift its focus to pursuing individual accountability for cases of corporate wrongdoing, This shift reflects a change in directives, as the Department of Justice commonly resolved cases of corporate wrongdoing through the companies themselves prior to what is now commonly known as the Yates Memorandum. The Yates Memorandum centers on the conclusion that one of the most successful ways to tackle corporate misconduct is by making sure that the individuals who are committing the wrongdoing are held accountable for their actions. The Yates Memorandum …

Solving The Corporate Inversion Phenomenon: An Exercise In Free Market Patriotism, Protectionism Through Faciliation, Brian Thompson

The Business, Entrepreneurship & Tax Law Review

The United States government grapples with the right solution to deter corporations from inverting abroad. A corporation’s decision to invert is made in the interest of its shareholders, including many who are United States citizens. However, many have called inverting corporations unpatriotic, traders, and cheaters. These labels shift the blame to an easy scapegoat. In order to quell this recent phenomenon, the United States government must move beyond rhetoric and reevaluate the cause of the exodus. Politicians have no one to blame but themselves and the outdated corporate policy they have left in place. Heavyhanded government policies to punish corporations …

La Incomprensible Vigencia De La Sección De Calificación En El Derecho Concursal Español Del Siglo Xxi, Aurelio Gurrea-Martinez

Research Collection Yong Pung How School Of Law

Spanish Abstract: El sistema de etiquetado o calificación de deudores existente en el Derecho concursal español desde las Ordenanzas de Bilbao de 1737 resulta indeseable por varios motivos. En primer lugar, y desde una perspectiva ex ante, puede perjudicar el emprendimiento, la innovación, la utilización de deuda y la solicitud tempestiva del concurso. En segundo lugar, y desde una perspectiva ex post, puede perjudicar la rehabilitación económica y social de determinados deudores que, en ocasiones, han podido devenir insolventes por causas fortuitas. En tercer lugar, el sistema actual permite que posibles deudores culpables e incluso fraudulentos puedan salir impunes en …

The Corporation As Sovereign, Allison D. Garrett

Maine Law Review

In the past two hundred years, sovereignty devolved from the monarch to the people in many countries; in our lifetimes, it has devolved in several significant ways from the people to the corporation. We are witnesses to the erosion of traditional Westphalian concepts of sovereignty, where the chess game of international politics is played out by nation-states, each governing a certain geographic area and group of people. Eulogies for the nation-state often cite globalization as the cause of death. The causa mortis is characterized by the increase in the power and normative influence of supranational organizations, such as the United …

The "New" Fiduciary Standards Under The Revised Uniform Limited Liability Company Act: More Bottom Bumping From Nccusl, Rutheford B. Campbell Jr.

Maine Law Review

Between 1995 and 2001, the influential National Conference of Commissioners on Uniform State Laws (NCCUSL) promulgated iterations of uniform laws pertaining to partnerships, limited partnerships and limited liability companies. One or more of those acts have been widely adopted by state legislatures. Each of the three acts—the Uniform Partnership Act (1997) (hereinafter RUPA), the Uniform Limited Partnership Act (2001) (hereinafter ULPA (2001)), and the Uniform Limited Liability Company Act (1996) (hereinafter ULLCA) —contains identical fiduciary duty provisions. The acts all adopt the same standards for the duty of care and the duty of loyalty, and offer parties the same limited …