Business Organizations Law Commons^™

Social Entrepreneurship And Uncorporations, Jesse Finrock, Eric L. Talley

Faculty Scholarship

Larry Ribstein’s pioneering analysis of alternative business forms during the late twentieth century highlighted the contractarian freedom that these forms provided. The rise of the LLC model was of particular interest to Ribstein, who assessed how this model brought greater freedom to those who held duties and obligations within the corporate structure. This Article takes up Ribstein’s mantle by assessing the development the alternative “social enterprise” business forms manifested in benefit corporations (BC) and flexible purpose corporations (FPC). Both forms allow an incorporated entity to articulate and pursue a social benefit alongside the maximization of shareholder returns. Despite its utility, …

Ongoing Issues In Russian Corporate Governance, Merritt B. Fox

Faculty Scholarship

This Article concerns Russian corporate governance today. It starts by arguing that there are fundamental differences between the policy questions raised by SOEs and those raised by non-SOEs and that the analysis needs to separate out these two kinds of corporations. The Article then goes on to consider several ongoing issues relating to non-SOEs. To start, it suggests the need for a set of rules, backed by reliably applied stiff sanctions, requiring disclosure of all situations where a person, by himself or as a member of a coordinated group, is the beneficial owner of sufficient shares to be able to …

The Nordic Model Of Corporate Governance: The Role Of Ownership, Ronald J. Gilson

Faculty Scholarship

It is commonplace to credit the invention of the public corporation as an important engine of economic growth. The creation of a long-lived vehicle that gave investors both tradable shares and limited liability allowed talented managers to raise capital to fund enterprise. Writing in 1926, the Economist magazine heralded this role:

The economic historian of the future may assign to the nameless inventor of the principle of limited liability, as applied to trading corporations, a place of honor with Watt and Stephenson, and other pioneers of the Industrial Revolution. The genius of these men produced the means by which man’s …

Toward A Constitutional Review Of The Poison Pill Essay, Lucian A. Bebchuk, Robert J. Jackson Jr.

Faculty Scholarship

We argue that the state-law rules governing poison pills are vulnerable to challenges based on preemption by the Williams Act. Such challenges, we show, could well have a major impact on the corporate law landscape.

The Williams Act established a federal regime regulating unsolicited tender offers, but states subsequently developed a body of state antitakeover laws that impose additional impediments to such offers. In a series of well-known cases during the 1970s and 1980s, the federal courts, including the Supreme Court, held some of these state antitakeover laws preempted by the Williams Act. To date, however, federal courts and commentators …

Protecting Reliance, Victor P. Goldberg

Faculty Scholarship

Reliance plays a central role in contract law and scholarship. One party relies on the other's promised performance, its statements, or its anticipated entry into a formal agreement. Saying that reliance is important, however, says nothing about what we should do about it. The focus of this Essay is on the many ways that parties choose to protect reliance. The relationship between what parties do and what contract doctrine cares about is tenuous at best. Contract performance takes place over time, and the nature of the parties 'future obligations can be deferred to take into account changing circumstances. Reliance matters …

Order On Defendant's Motion To Dismiss (Mary Ann Digan Et Al.), Elizabeth E. Long

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

No abstract provided.

Order On Defendants' Motion For Partial Summary Judgment (North Star Jefferson, Llc Et Al.), Elizabeth E. Long

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

No abstract provided.

Order On Georgia-Pacific's Motion And Memorandum To Exclude Damages (Ezgreen Assoc. Llc), John J. Goger

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

No abstract provided.

Business Associations, Crystal J. Clark

Mercer Law Review

This Article surveys notable cases in the areas of corporate, limited liability company, partnership, agency, and joint venture law decided between June 1, 2012 and May 31, 2013, by the Georgia Supreme Court, the Georgia Court of Appeals, the United States Court of Appeals for the Eleventh Circuit, and the United States district courts located in Georgia.' This Article also discusses relevant legislation enacted during the survey period.

Order On Nov. 14, 2013 Hearing (United Community Bank), John J. Goger

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

No abstract provided.

Order On Nov. 1, 2013 Hearing (Michael D. Sullivan), Elizabeth E. Long

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

No abstract provided.

Partnership Current Developments, Robert J. Crnkovich, Steven M. Friedman

William & Mary Annual Tax Conference

No abstract provided.

I Want Out – Tax Considerations In Exiting A Partnership, James B. Sowell

William & Mary Annual Tax Conference

No abstract provided.

Something Old, Something New: Structuring And Restructuring Deals In 2013 (And Beyond), Stephen L. Owen

William & Mary Annual Tax Conference

No abstract provided.

Compensating Owners And Key Employees Of Partnerships And Llc's, Elizabeth E. Drigotas, Steven R. Schneider

William & Mary Annual Tax Conference

No abstract provided.

Tax Due Diligence, Warranties And Indemnification In Connection With Business Acquisitions Of Private Companies: Selected Topics, Jerald David August

William & Mary Annual Tax Conference

No abstract provided.

Introduction To M&A Tax: S Corporations And Section 336(E), Robert G. Mcelroy, William M. Richardson

William & Mary Annual Tax Conference

No abstract provided.

Agenda: Free, Prior And Informed Consent: Pathways For A New Millennium, University Of Colorado Boulder. Getches-Wilkinson Center For Natural Resources, Energy, And The Environment, University Of Colorado Boulder. School Of Law. American Indian Law Program

Free, Prior and Informed Consent: Pathways for a New Millennium (November 1)

Presented by the University of Colorado's American Indian Law Program and the Getches-Wilkinson Center for Natural Resources, Energy & the Environment.

The United Nations Declaration on the Rights of Indigenous Peoples (UNDRIP), along with treaties, instruments, and decisions of international law, recognizes that indigenous peoples have the right to give "free, prior, and informed consent" to legislation and development affecting their lands, natural resources, and other interests, and to receive remedies for losses of property taken without such consent. With approximately 150 nations, including the United States, endorsing the UNDRIP, this requirement gives rise to emerging standards, obligations, and opportunities …

Indigenous Peoples’ Right Of Free Prior Informed Consent With Respect To Indigenous Lands, Territories And Resources (United Nations Workshop, 17-19 January 2005), Indian Law Resource Center

Free, Prior and Informed Consent: Pathways for a New Millennium (November 1)

3 pages.

U.N. Doc PFII/2004/WS.2/6

Principles Of International Law For Multilateral Development Banks: The Obligation To Respect Human Rights, Robert T. Coulter, Leonardo A. Crippa, Emily Wann

Free, Prior and Informed Consent: Pathways for a New Millennium (November 1)

41 pages.

"January, 2009"

www.indianlaw.org