Business Organizations Law Commons^™

L3cs: An Innovative Choice For Urban Entrepreneurs And Urban Revitalization, Dana Thompson

Articles

Social enterprises offer fresh ways of addressing seemingly intractable social problems, such as high levels of unemployment and poverty in economically distressed urban areas in the United States. Indeed, although social enterprises have deep and longstanding roots, the recent iteration of the social enterprise movement is gaining momentum in the United States and globally. Though there is not a singularly accepted legal definition of social enterprises, they are popularly known as businesses that use forprofit business practices, principles, and discipline to accomplish socially beneficial goals. Social entrepreneurs, those who operate social enterprises, eschew a traditional notion of charity, which primarily …

Fixing Section 409a: Legislative And Administrative Options, Gregg D. Polsky

Villanova Law Review (1956 - )

No abstract provided.

Who Bears The Cost Of Excessive Executive Compensation (And Other Corporate Agency Costs)?, David I. Walker

Villanova Law Review (1956 - )

No abstract provided.

Tax's Triviality As A Pay-Reforming Device, Andrew C.W. Lund

Villanova Law Review (1956 - )

No abstract provided.

Too Many Tiaras: Conflicting Fiduciary Duties In The Family-Owned Business Context, Karen E. Boxx

Articles

Family-owned businesses have been called the "backbone of the U.S. economy," but passing control of a family business to the next generation is so complex that the majority of family businesses do not survive the transition. A common scenario that leads to problems is where owners want to leave the business to their children but only one child is interested in and capable of managing the business.

A popular solution is to leave the interested child an equal share of the business, together with management control, and leave the other children's interests in the business in trust, with the manager …

For A Few Dollars Less: Explaining State To State Variation In Limited Liability Company Popularity, Daniel M. Häusermann

University of Miami Business Law Review

The limited liability company (LLC) is a much more popular business entity in some U.S. states than in others. This empirical study provides the first detailed analysis of this phenomenon.

I find that formation fees, rather than taxes or substantive rules or anything else, explain the variation in LLC popularity best. Differentials between the fees for organizing an LLC and the fees for organizing a corporation explain 17% to 28% of the state-to-state variation in LLC popularity. These formation fee differentials are not very big, but they are highly visible at the moment the business entity is formed. In contrast, …

The Use Of Federal Law To Curb Excessive Executive Compensation: Lessons In Past Failures And Lessons For The Future, 57 Vill. L. Rev. 551 (2012), Kathryn J. Kennedy

UIC Law Open Access Faculty Scholarship

When one thinks of the use of legislative power to curb the size and the type of compensation paid to executives, one normally thinks such power is reserved to the states. That is, one tends to think that regulating corporate governance falls within traditional state police powers. However, while state courts have been willing to review the processes boards of directors use in setting the size and type of executive compensation, they have been less willing to review the actual results of such decisions. Hence, it is no shock that Congress continues to dabble in the area of corporate governance …

Tax Competition And The Case Of Bank Secrecy Rules: New Trends In International Tax Law, Linneu De Albuquerque Mello

SJD Dissertations

The current integration of world markets has led to an increase in the competition for businesses in addition to the competition for passive investments that already existed. In addition, the current financial crisis led countries to search for additional sources of revenue in order to work within their budget constraints. As tax is an area where such competition is more visible, it has also generated an effort – mainly from industrialized countries and international organizations – to curb tax practices deemed harmful to world economy. Bank secrecy rules and lack of transparency are aspects of these "harmful" tax practices. This …

Is The Delaware Court Of Chancery Going “Objective” On Us? Or Policemen’S Annuity And Benefit Fund Of Chicago V. Dv Realty Advisors Llc: More Delaware Permutations On Good Faith, Daniel S. Kleinberger

Faculty Scholarship

The Chancery Court’s opinion in Policemen’s Annuity and Benefit Fund of Chicago v. DV Realty Advisors LLC, C.A. No. 7204-VCN, 2012 WL 3548206 (Del. Ch. Aug. 16, 2012) is thought provoking for at least two reasons. The first is somewhat technical and concerns the relationship between a partnership agreement’s reference to “good faith” and the implied covenant of good faith. The second concerns what appears to be yet another Delaware permutation on the meaning of “good faith.”

Due to the opinion’s treatment of the covenant, it seems possible (though hardly desirable) for two different standards of good faith to apply …

Corporate Wrongdoing And The In Pari Delicto Defense In Auditor Malpractice Cases: A New Approach, Christine M. Shepard

Washington and Lee Law Review

No abstract provided.

Aba Business Law Section, On Behalf Of Its Committees On Llcs And Nonprofit Organizations, Opposes Legislation For Low Profit Limited Liability Companies (L3cs), Daniel S. Kleinberger

Faculty Scholarship

This document comprises a letter and attachment “submitted by the ABA Business Law Section on behalf of its Committee on Limited Liability Companies, Partnerships, and Unincorporated Entities and its Committee on Nonprofit Organizations … and states our views on … a bill ‘relating to limited liability companies [and] providing for the creation and operation of low-profit limited liability companies.’” The letter and attachment “have not been approved by the House of Delegates or the Board of Governors of the American Bar Association and should not be construed as representing the policy of the ABA.”

Supported by detailed analysis of both …

Adopting Accountable Care Through The Medicare Framework, Barbara Zabawa, Louise G. Trubek, Felice Borisey-Rudin

Faculty Works

The Patient Protection and Affordable Care Act of 2010 (PPACA) attempts to provoke change in the status quo in American health care delivery and payment. PPACA created two programs, the Medicare Shared Savings Program (MSSP) and the Pioneer ACO model, which work to bring the concept of Accountable Care Organizations (ACOs) to the Medicare program. At its core, accountable care matches payment for care with performance-based measures, a bold move away from current volume-based models. The paper makes the case that the Medicare-based programs serve as a suitable launch pad for the accountable care movement. The paper explores the emergence …

Reforming Immigration Law To Allow More Foreign Student Entrepreneurs To Launch Job Creating Ventures In The United States, Anthony J. Luppino, John Norton, Malika Simmons

Faculty Works

This paper outlines some of the barriers that foreign student entrepreneurs face, and describes how a somewhat expanded version of bipartisan legislation along the lines of the Startup Act 2.0 (S. 3217 or the Startup Act), cosponsored by Senators Jerry Moran (R-KS), Mark Warner (D-VA), Marco Rubio (R-FL), Chris Coons (D-DE), Roy Blunt (R-MO), and Scott Brown (R-MA), would help to address some of these roadblocks. The Startup Act, which has also been introduced in the House of Representatives on a bipartisan basis, as discussed below, would create a new conditional permanent resident status opportunity for foreign students who hold …

Transfer Pricing Disputes In The United States, Reuven S. Avi-Yonah

Book Chapters

In 1988, the US Treasury Department published a study of inter-company pricing (the 'White Paper') that included the following endorsement of the so-called arm's length standard (ALS) for examining the reasonableness of transactions between related parties for tax purposes: The arm's length standard is embodied in all U.S. tax treaties; it is in each major model treaty, including the U.S. Model Convention; it is incorporated into most tax treaties to which the United States is not a party; it has been explicitly adopted by international organizations that have addressed themselves to transfer pricing issues; and virtually every major industrial nation …

Now You See It, Now You Don’T: The Comings And Goings Of Disregarded Entities, Martin J. Mcmahon Jr.

UF Law Faculty Publications

While state law recognizes an LLC as a distinct type of entity, an LLC is not a distinct entity for federal tax purposes. An LLC that has two or more owners is treated as either a corporation or a partnership, while an LLC with a single owner will be disregarded for federal income tax purposes unless it elects to be treated as a corporation. In addition to single-member LLCs, the Code and Regulations recognize a second type of disregarded entity – the qualified subchapter S subsidiary (commonly called a QSub). The first part of this Article examines the tax consequences …

Standard Oil And U.S. Steel: Predation And Collusion In The Law Of Monopolization And Mergers, William H. Page

UF Law Faculty Publications

The Supreme Court’s 1911 decision in Standard Oil gave us embryonic versions of two foundational standards of liability under the Sherman Act: the rule of reason under Section 1 and the monopoly power/exclusionary conduct test under Section 2. But a case filed later in 1911, United States v. United States Steel Corporation, shaped the understanding of Standard Oil’s standards of liability for decades. U.S. Steel, eventually decided by the Supreme Court in 1920, upheld the 1901 merger that created "the Corporation," as U.S. Steel was known. The majority found that the efforts of the Corporation and its …

The Chinese Independent Director Mechanism Under Changing Macro Political-Economic Settings: Review Of Its First Decade And Two Possible Models For The Future, Chien-Chung Lin

American University Business Law Review

No abstract provided.

D & O Insurance: A Primer, Lawrence J. Trautman, Kara Altenbaumer-Price

American University Business Law Review

No abstract provided.

"The End Of The Beginning?": A Comprehensive Look At The U.N.'S Business And Human Rights Agenda From A Bystander Perspective, Jena Martin Amerson

Fordham Journal of Corporate & Financial Law

With the endorsement of the Guiding Principles regarding the issue of business and human rights, an important chapter has come to a close. Beginning with the then U.N. Secretary-General’s “global compact” speech in 1999, the international legal framework for business and human rights has undergone tremendous change and progress. Yet, for all these developments, there has been no exhaustive examination in the legal academy of all of these events; certainly there is no one piece that discusses or analyzes all the major instruments that have been proposed and endorsed by the U.N. on the subject of business and its relationship …

Executive Trade Secrets, Tom C.W. Lin

UF Law Faculty Publications

The law discriminates among a corporation’s secrets. In the eyes of the law, commercial secrets of corporations are legitimate secrets that deserve legal protection and nondisclosure, but personal secrets of executives are not as deserving of legal protection and nondisclosure. This divergent treatment of secrets has resulted in a legal landscape of perplexing, paradoxical paths for corporations and executives concerning executive disclosures — a precarious landscape that has left corporations and investors dangerously susceptible to revelations of private facts that shock market valuation and institutional stability.

This Article explores this divergent treatment of secrets in the context of public corporations …