Business Organizations Law Commons^™

The Never-Ending Quest For Clarity Amidst Uncertainty: Hospital M&A And Antitrust Scrutiny, Ross E. Bautista

San Diego Law Review

Although critics say hospitals justify mergers in the same way as they did during the M&A boom of the 1990s, these critics frequently link the current wave of mergers with the purpose of becoming more integrated and efficient to achieve the level of cost savings and improved quality that the United States and patients currently require. However, the results from hospital consolidation remain uncertain because of the limited and mixed evidence about its impact on quality of care and price. Part I of this Article discusses the recent surge in hospital M&A activity. Part II brings some clarity by discussing …

Ceo Side Payments In Mergers And Acquisitions, Brian Broughman

BYU Law Review

In addition to golden parachutes, CEOs often negotiate for personal side payments in connection with the sale of their firms. Side payments differ from golden parachutes in that they are negotiated ex post in connection with a specific acquisition proposal, whereas golden parachutes are part of the executive’s employment agreement negotiated when she is hired. While side payments may benefit shareholders by countering managerial resistance to an efficient sale, they can also be used to redistribute merger proceeds to management. This Article highlights an overlooked distinction between pre-merger golden parachutes and merger side payments. Similar to a legislative rider attached …

Drummond Financial Services Llc Et Al., Order On Discovery Disputes, John J. Goger

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

No abstract provided.

The Ethics Of Representing Founders, Paul R. Tremblay

William & Mary Business Law Review

Lawyers assisting entrepreneurial startups frequently work with individual founders before any formal organizational client materializes. In advising founders about such legal matters as whether to establish an entity, and if so, which entity best fits the needs of the enterprise, as well as how to arrange the owners’ relationships within the business, the lawyer necessarily has an attorney-client relationship with someone. The prevailing scholarship about startup representation pays surprisingly little attention to the posture of the lawyer and her founder-clients in the pre-organization context. This Article investigates the lawyer’s responsibilities and commitments in depth.

A lawyer working with a solo …

Morris Hardwick Schneider Llc Et Al Order On Plaintiffs' Motion To Dismiss Defendant Hardwick's Counterclaims And Motions For Protective Order And Stay, Melvin K. Westmoreland

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

No abstract provided.

Drummond Financial Services Llc Order On Defendants' Motion For Partial Stay, John J. Goger

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

No abstract provided.

Pulte Home Corporation Order On Defendant' Choate Construction Company's Motion For Partial Summary Judgment, John J. Goger

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

No abstract provided.

Gross Endowment Trust Llc, Roy Dickson Order On Plaintiffs' Motion To Compel Second Deposition Of Non-Party Fortress Investment Group, Llc, Alice D. Bonner

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

No abstract provided.

Samaca, Llc, Order On Defendants' Motion To Dismiss Complaint And Compel Arbitration, Alice D. Bonner

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

No abstract provided.

Finding The Pearl In The Oyster: Supercharging Ipos Through Tax Receivable Agreements, Christopher B. Grady

Northwestern University Law Review

A new, “supercharged” form of IPO has slowly developed over the last twenty years. This new form of IPO takes advantage of several seemingly unrelated provisions of the tax code to multiply pre-IPO owners’ proceeds from a public offering without reducing the amount public investors are willing to pay for the stock. Supercharged IPOs use a tax receivable agreement to transfer tax assets created by the IPO back to the pre-IPO ownership, “monetizing” the tax assets. As these structures have become more efficient, commentators have expressed concerns that these agreements deceive shareholders who either ignore or do not understand the …

Disrupting Immigration: How Administrative Rulemaking Could Transform The Landscape For Immigrant Entrepreneurs, Tess Douglas

Pepperdine Law Review

Immigrant entrepreneurs come to the United States and start thriving companies that create jobs, drive the economy, and facilitate innovation. However, U.S. laws do not provide a clear path for immigrant entrepreneurs to lawfully enter and work in America. Therefore, immigrant entrepreneurs must seek lawful status in the United States through unusual routes. While Congress, the President, and the United States Citizenship and Immigration Services (USCIS) recognize the need for clear and accessible immigration standards for immigrant entrepreneurs, the politicized nature of immigration law has impeded significant change. This Comment details how administrative rules could offer a less politicized and …

Bsl Holdings, Llc Et Al., Order On Third Party Defendants' Motion To Dismiss, Elizabeth E. Long

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

No abstract provided.

Up In Smoke? Unintended Consequences Of Retail Marijuana Laws For Partnerships, Lauren A. Newell

Law Faculty Scholarship

When Colorado citizens petitioned in 2012 to legalize the retail sale of marijuana in their state, Colorado Governor John Hickenlooper publicly opposed the ballot measure. He knew that state legalization of retail marijuana sales would be risky because the federal Controlled Substances Act makes selling marijuana a crime. He worried that being the first state to legalize retail marijuana sales would make Colorado the “experiment.” Governor Hickenlooper knew that this experiment would come with “unintended consequences.”

Governor Hickenlooper’s concerns were well founded. Scholars have identified a host of practical and legal problems caused by the combination of state marijuana legalization …

Governance Interactions In Sustainable Supply Chain Management, Errol Meidinger

Transnational Business Governance Interactions Working Papers

“Supply chains” are a major site of transnational business governance, and yet their dynamics and effectiveness are usually more assumed than interrogated in regulatory governance discourse. The very term “chain” implies a more determinist and simplistic understanding of supply relationships than is empirically supportable. Supply chains in practice are complex, dynamic, and highly variable networks. Based on peer-group presentations by over 60 supply chain professionals, this paper analyzes sustainable supply chain management practices in terms of the interactions conceptions of the Transnational Business Governance Interactions framework. It discusses possible refinements of the framework and suggests that sustainable supply chain management …

The Importance Of The Business Judgment Rule, Bernard S. Sharfman

Faculty Scholarship

No abstract provided.

A Private Ordering Defense Of A Company's Right To Use Dual Class Share Structures In Ipos, Bernard S. Sharfman

Faculty Scholarship

No abstract provided.

The Global Fight Against Base Erosion And Profit Shifting Under The Oecd’S Country-By-Country Reporting Rules: A Possible Solution?, Oladiwura Ayeyemi Eyitayo-Oyesode

LLM Theses

The base erosion and profit shifting (BEPS) phenomenon continues to create detrimental consequences in states. BEPS is engendered by two fundamental factors, namely, unhealthy fiscal policies of tax havens and preferential tax regimes, and transfer mispricing by multinational corporations (MNCs). The OECD, through its BEPS Project notes that the lack of transparency in the global activities of MNCs is a major cause of BEPS. To close this gap, the OECD released the CBCR Rules. This thesis discusses the severity of the BEPS phenomenon and assesses the anti-BEPS efforts of the OECD. Upon an assessment of these efforts, this thesis argues …

No Smoke And No Fire: The Rise Of Internal Controls Absent Anti-Bribery Violations In Fcpa Enforcement, Karen E. Woody

Scholarly Articles

The Foreign Corrupt Practices Act (FCPA) prohibits bribery of foreign public officials in order to obtain or retain business. It is, for all intents and purposes, an anti-bribery statute. To detect bribery, the FCPA contains accounting provisions related to bookkeeping and internal controls. The books and records provision requires issuers to make and maintain accurate books, records, and accounts; likewise, the internal controls provision requires that issuers devise and maintain reasonable internal accounting controls aimed at preventing and detecting FCPA violations. If one considers the analogy that bribery is the “fire” in FCPA enforcement actions, and books and records violations …

Situating The Corporation Within The Vulnerability Paradigm: What Impact Does Corporate Personhood Have On Vulnerability, Dependency, And Resilience, Heather M. Kolinsky

Scholarly Articles

As a result of the U.S. Supreme Court’s 2014 case Burwell v. Hobby Lobby, and the seemingly expanding notion of the corporation as a person within the traditional autonomous rights paradigm, a tension has developed between corporation as subject and corporation as institution. This evolution of corporation as person also highlights the problem of providing resilience to vulnerable subjects whose competing vulnerabilities are situated in the same corporate environment. Addressing this issue is of critical importance where employment has become the conduit for the responsive state to provide resilience to so many subjects, as well as the site of …

Group Litigation As An Instrument Of Competition Law Enforcement – Analysis Based On European, French And Polish Experience, Maciej Gac

Monografie CARS/CARS Monographs

Książka zawiera szczegółową analizę europejskiego systemu egzekwowania prawa konkurencji. Jej celem jest stworzenie bazy teoretycznej dla udzielenia odpowiedzi na następujące pytania: (i) jak stworzyć bardziej skuteczny system stosowania prawa konkurencji w Europie; (ii) jak zmniejszyć problemy poszkodowanych jednostek żądających odszkodowania; (iii) jak zapewnić równowagę między publicznymi i prywatnymi metodami egzekwowania prawa konkurencji.

W tym celu książka koncentruje się na mechanizmie sporów zbiorowych, który jest, zdaniem autora, brakującym ogniwem w europejskim systemie egzekwowania prawa konkurencji i stanowi kluczowy wymóg ustanowienia nowoczesnego i skutecznego systemu egzekwowania prawa konkurencji. Poprzez porównanie różnych podejść do sporów zbiorowych (europejskiego i amerykańskiego) i przez odniesienie do …