Business Organizations Law Commons^™

Lessons From Institutional Shareholder Services: Governing Benefit Corporations' Third-Party Standard, Tammi S. Etheridge

Michigan Business & Entrepreneurial Law Review

Almost one hundred years ago, Henry Ford, as CEO of the Ford Motor Company, announced a plan to cease payment of special dividends to shareholders. Instead, the company would reinvest its profits to employ more workers and build more factories. Investing in new workers and factories would cut the cost of cars and make them affordable to more people. Ford publicly declared that his “ambition [was] to employ still more men, to spread the benefits of this industrial system to the greatest possible number, to help them build up their lives and their homes. To do this we are putting …

Front Matter

Michigan Business & Entrepreneurial Law Review

No abstract provided.

An Early Report On Benefits Reports, J. Haskell Murray

West Virginia Law Review

No abstract provided.

Rethinking Limited Liability Of Parent Corporations For Foreign Subsidiaries’ Violations Of International Human Rights Law, Gwynne Skinner

Washington and Lee Law Review

The doctrine of limited liability of shareholders often prevents victims harmed by a corporation’s foreign subsidiary’s violation of international human rights norms from obtaining a remedy when that subsidiary operates in a country that has a weak or ineffective judicial system. This is because victims are often unable to obtain a remedy in these countries, and the doctrine almost always prevents victims from seeking a remedy from the parent corporation. Given this problem, in what situations should parent corporations be liable for the tortious activities of their foreign subsidiaries? This Article discusses the circumstances where imposing liability on parent corporations …

"Trade Or Business": The Relevance Of A Deceptively Simple Income Tax Phrase To The Labor Code, Federal Statutes, And Private Equity Activity, Arthur Acevedo

Florida A & M University Law Review

Corporate law is premised upon two fundamental principles: the pooling of moneys for investment purposes and the privilege of limited liability. The pooling of money enables promoters and investors to efficiently amass and organize substantial sums for investment purposes. The privilege of limited liability assures investors that personal liability for the underlying invested activity is limited to the moneys invested. Limited liability is a sacrosanct principle and a quintessential investment assumption within the investment community. Private equity firms have successfully exploited these two policies. However, a decision by the First Circuit Court of Appeal casts a shadow of doubt on …

The Institutional Appetite For Quack Corporate Governance, Alicia J. Davis

Articles

This Article offers evidence that higher quality internal corporate governance is associated with higher levels of ownership by institutional investors. This finding is consistent with the idea that institutions have greater reason than individual investors to prefer well-governed firms, but surprising given the substantial empirical evidence that casts doubt on the efficacy of internal governance mechanisms. The study described in this Article also finds that higher quality external governance is associated with lower proportions of ownership by certain types of institutional investors, also a somewhat surprising result given available empirical evidence on the positive relationship between external governance and firm …

Global Aerospace, Inc. Final Judgment And Order On Motions For Summary Judgment, Elizabeth E. Long

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

No abstract provided.

Private Investment And Public Health, David Gartner

Georgia Journal of International & Comparative Law

Related to Georgia Journal of International and Comparative Law Conference: The New Roles of Corporations in Global Governance

Trending @ Rwulaw: Lorraine Lalli's Post: Coming Home, Lorraine Lalli

Law School Blogs

No abstract provided.

Public Employee Strikes In Ohio: The Ferguson Act Reconsidered, Donald J. Hoffman, Donald J. Newman

Akron Law Review

A SOCIETY CHANGES through normal evolutionary processes, the laws by which that society elects to be governed must also be changed.2 The diminution of the rationale for a given law tends to render that law vacuous. Impossibility of effective enforcement of the law will often render a law impotent. Failure by the appropriate legislative body to revise or repeal such laws to more accurately accommodate the current consensus results in a general deterioration of society's respect for law. An example is the Ferguson Act, which unequivocably prohibits any public employee in Ohio from striking. It has become clear that the …

Income Tax Considerations In The Transition To A Professional Corporation, Harvey Dunn

Akron Law Review

[T]he tax considerations in the formation and operation of a professional corporation are numerous and, unfortunately, there are many areas which lack definite guidelines so as to enable the practitioner to give as definite an answer as he would like to. However, as with any new area of tax law, it will take time, decisions and rulings to develop what one may term as reasonable guidelines for reaching a conclusion. In the meantime, there is little doubt that with careful planning in the formative stages and close observation of the operation of a professional corporation, the risk of problems with …

Cguppi: Scoring Incentives To Engage In Parallel Accommodating Conduct, Serge Moresi, David Reitman, Steven C. Salop, Yianis Sarafidis

Georgetown Law Faculty Publications and Other Works

We propose an index for scoring coordination incentives, which we call the “coordination GUPPI” or cGUPPI. While the cGUPPI can be applied to a wide range of coordinated effects concerns, it is particularly relevant for gauging concerns of parallel accommodating conduct (PAC), a concept that received due prominence in the 2010 U.S. Horizontal Merger Guidelines. PAC is a type of coordinated conduct whereby a firm raises price with the expectation—but without any prior agreement—that one or more other firms will follow and match the price increase. The cGUPPI is the highest uniform price increase that all the would-be coordinating firms …

Trending @ Rwulaw: Susan Schwab Heyman's Post: Defining The Boundaries Of Insider Trading, Susan Schwab Heyman

Law School Blogs

No abstract provided.

The Host State And The Transnational Corporation: An Analysis Of Legal Relatgionships, Roy E. Thoman

Georgia Journal of International & Comparative Law

No abstract provided.

International Joint Ventures And The U.S. Antitrust Laws, James R. Atwood

Akron Law Review

This paper deals with only a limited class of international joint ventures and with only one body of law. It is therefore incomplete but more manageable in scope. I address only questions under United States antitrust laws, excluding those raised by foreign or international antitrust. Also, consistent with the Symposium's topic I limit myself to joint ventures involving foreign business activities by U.S. companies. This excludes joint ventures between solely foreign firms, and those between U.S. companies and foreign entities where the locus of the venture is to be the United States. These other forms of joint ventures present competitive …

Recent Developments In International Antitrust, Joel Davidow

Akron Law Review

IN THIS ERA of relative peace, many nations, including our own, are focusing more attention on important international economic issues rather than on military or political questions. These current issues include how to control abuses by multinational corporations, how to deal with commodity cartels, how to achieve a satisfactory transfer of technology to less developed nations, and how to create additional export opportunities for nations with a shortage of foreign exchange. In a broad sense, all these subjects can be viewed as involving issues of international antitrust or competition policy.

Trends In Nonprofit Corporation Law In 1976

Akron Law Review

THE INTEREST OF most Americans in nonprofit, and especially in charitable, organization work has long been a notable feature of American society - having been remarked upon as early as the 1830's in Baron de Tocqueville's analysis of American democracy.' That tendency continues today, even in times of economic recession.2 The economic crunch of 1975-76 saw an increase, not a decrease, in American donations to charitable organizations:' specifically, a 6.5 percent increase in charitable donations ($26.88 billion in 1975, compared to $25.23 billion in 1974), though contributions by foundations and businesses declined by 4.7 and 4 percent respectively. Religious charities …

Trends In Nonprofit Corporation Law In 1976

Akron Law Review

THE INTEREST OF most Americans in nonprofit, and especially in charitable, organization work has long been a notable feature of American society - having been remarked upon as early as the 1830's in Baron de Tocqueville's analysis of American democracy.' That tendency continues today, even in times of economic recession. The economic crunch of 1975-76 saw an increase, not a decrease, in American donations to charitable organizations:' specifically, a 6.5 percent increase in charitable donations ($26.88 billion in 1975, compared to $25.23 billion in 1974), though contributions by foundations and businesses declined by 4.7 and 4 percent respectively. Religious charities …

The Business Purpose Doctrine In Corporate Divisions, Stephen Rigsby

Akron Law Review

The corporate division, however, lends itself to schemes for avoidance of tax. These schemes are attempts to convert ordinary income into income taxable at capital gains rates. An elaborate statutory mechanism has been created to prevent this conversion. In addition, the courts have created judicial doctrines which sometimes work by adding to the statutory framework and sometimes overlap. The resulting confusion of statute and judicial doctrine is the subject of this article. The investigation will focus on that part of the statute known as the device clause and its interaction with the judicial doctrines which together are known as the …

The Reform Of The Corporate Duty Of Care In China -- From The Introspection Of Delaware And Taiwan, Jui-Chien Cheng

Maurer Theses and Dissertations

The concept of fiduciary duty, derived from common law, was introduced to the Company Law of People’s Republic of China in 2005. The fiduciary duty plays an extremely important role in common law, particularly in U.S. corporate law. For this reason, one might have expected dramatic consequences from its introduction to Chinese law. In reality, however, few fiduciary lawsuits have been brought to the courts of China since 2005. There are three main reasons for the rarity of due care lawsuits.

First, Chinese fiduciary law has neither clear content nor a practical enforcement. This is especially true of the body …