Business Organizations Law Commons^™

Corporations, Corruption, And Complexity: Campaign Finance After Citizens United, Richard Briffault

Faculty Scholarship

Few campaign finance cases have drawn more public attention than the Supreme Court's decision in Citizens United v. FEC. The Court's invalidation of a sixty-year-old federal law – and comparable laws in two dozen states – banning corporations from engaging in independent spending in support of or opposition to candidates strongly affirms the right of corporations to engage in electoral advocacy. Critics – and most, albeit not all, of both the popular and academic commentary on the decision has been critical – have condemned the idea that corporations enjoy the same rights to spend on elections as natural persons. …

A Model Of Optimal Corporate Bailouts, Antonio E. Bernardo, Eric L. Talley, Ivo Welch

Faculty Scholarship

We analyze incentive-efficient government bailouts within a canonical model of intra-firm moral hazard. Bailouts exacerbate the moral hazard of firms and managers in two ways. First, they make them less averse to failing. Second, the taxes to fund bailouts dampen their incentives. Nevertheless, if third-party externalities from keeping the firm alive are strong, bailouts can improve welfare. Our model suggests that governments should use bailouts sparingly, where social externalities are large and subsidies small; eliminate incumbent owners and managers to improve a priori incentives; and finance bailouts through redistributive taxes on productive firms instead of forcing recipients to repay in …

An Appraisal Of The Model Business Corporation Act's Appraisal Rights Provisios, Mary Siegel

Scholarly Articles in Law Reviews & Journals

No abstract provided.

Agency And Partnership Law [2010], Pearlie Koh, Stephen Bull

Research Collection Yong Pung How School Of Law

No abstract provided.

Déjà Vu All Over Again? Reflections On Auerbach's 'Modern Corporate Tax', Reuven S. Avi-Yonah

Law & Economics Working Papers

This paper comments on Alan Auerbach's "A Modern Corporate Tax" (Hamilton Project/CAP, December 2010) and argues that it is not a significant improvement over previous proposals to replace the corporate tax with a cash flow tax.

Transfer Pricing, Business Restructurings, And Intangibles: Case Studies From The U.K. And The U.S., Richard Thompson Ainsworth, Andrew Shact

Faculty Scholarship

United Parcel Service of America, the largest motor carrier in the US, and DSG Retail the largest retailer of electrical goods in the UK, restructured operations and established captive insurance companies in offshore tax havens. In both instances, these restructurings removed sizeable amounts of income from the domestic tax base.

The IRS and HMRC opened transfer pricing audits. The UPS case involved tax year 1984 and was settled in 2003; DSG Retail involved 1997 through 2005 and was settled in 2009. Both settlements came on the heels of government-favorable court decisions, and prior to the addition of Chapter IX to …

Business Associations, Paul A. Quirós, Lynn S. Scott

Mercer Law Review

This Article surveys noteworthy cases in the areas of corporate, limited liability company, partnership, and agency law decided between June 1, 2009 and May 31, 2010 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. In addition to surveying decisions by Georgia courts and federal courts located in Georgia, this Article discusses an important decision by the Supreme Court of the United States.

Corporate Social Responsibility In The Oil And Gas Industry: The Importance Of Reputational Risk, David B. Spence

Chicago-Kent Law Review

Modern oil and gas production takes place in environments that are increasingly challenging, environments that pose very high levels of technical risk, as well as political, social, environmental, heal and safety risks. The people of the oil-rich nations of the world are growing more assertive politically and more sensitive to the environmental, health, and safety risks posed by oil and gas development. Governments, nongovernmental organizations (NGOs), and local people seek the means to control oil and gas development so as to minimize the risk of harm and provide redress in the event harm is done. Oil and gas companies have …

A Contractual Approach To Shareholder Oppression Law, Benjamin Means

Faculty Publications

According to standard law and economics, minority shareholders in closely held corporations must bargain against opportunism by controlling shareholders before investing. Put simply, you made your bed, now you must lie in it. Yet most courts offer a remedy for shareholder oppression, often premised on the notion that controlling shareholders owe fiduciary duties to the minority or must honor the minority's reasonable expectations. Thus, law and economics, the dominant mode of corporate law scholarship, appears irreconcilably opposed to minority shareholder protection, a defining feature of the existing law of close corporations.

This Article contends that a more nuanced theory of …

On The Role And Regulation Of Proxy Advisors, Paul Rose

Michigan Law Review First Impressions

In anticipation of proxy season-the springtime ritual where companies prepare and deliver proxy statements in preparation for annual shareholder meetings-U.S. public companies typically reexamine their corporate governance structures and policies. Many corporate governance structures that were acceptable ten years ago are now considered outmoded or even evidence of managerial entrenchment. For example, consider the classified board of directors. In recent years, many companies have shifted from a classified board of directors to an annually elected board. A company might adopt an annually-elected board structure for a number of reasons. A classified board can serve as an entrenchment device, for instance, …

Alternative Investment Market: Assessment And Proposals For Its Deepening From The Perspective Of Small And Medium Enterprises, Andrea Patricia Alba Molina, Nydia Remolina Leon

Research Collection Yong Pung How School Of Law

Resolution 400 of 1995 – whose provisions are now included in decree 2555 of 2010 – regulated the Second Market through the establishment of certain requirements aimed at facilitating the access and permanence of SMEs as issuers in the Colombian securities market. Notwithstanding the above, in the latest list of offerings authorized by the Superintendence of Finance addressed to the Second Market, it was found that there are no issuers that fall within the legal concept of SME. Considering such circumstance, the purpose of this study is to assess the current status of the Second Market, both in Colombia and …

Tax Strategies And Key Tax Issues In Selling A Business, Part 1, L. Michael Gracik Jr.

William & Mary Annual Tax Conference

No abstract provided.

Tax Strategies And Key Tax Issues In Selling A Business, Part 2, Robert G. Mcelroy

William & Mary Annual Tax Conference

No abstract provided.

Estate Planning For The Closely Held Business, Dennis I. Belcher, William I. Sanderson

William & Mary Annual Tax Conference

No abstract provided.

Teaching Old Dogs New Tricks - Emerging Tax Issues For Distressed Real Estate Assets And Partnerships (Slides), Michael G. Frankel, David A. Miller

William & Mary Annual Tax Conference

No abstract provided.

Teaching Old Dogs New Tricks - Emerging Tax Issues For Distressed Real Estate Assets And Partnerships, Michael G. Frankel, David A. Miller

William & Mary Annual Tax Conference

No abstract provided.

Using - And Not Losing - Tax Losses, Part 2 (Slides), Steven M. Friedman

William & Mary Annual Tax Conference

No abstract provided.

Using - And Not Losing - Tax Losses, Part 1: Protecting Tax Losses From A Section 382 Ownership Change (Slides), Mark C. Van Deusen

William & Mary Annual Tax Conference

No abstract provided.

Agenda: 2010 World Energy Justice Conference: Emerging Solutions For The Energy Poor: Technological, Entrepreneurial And Institutional Challenges, University Of Colorado Boulder. Center For Energy & Environmental Security, Colorado Journal Of International Environmental Law And Policy

2010 World Energy Justice Conference (November 5)

This conference is a sequel to the 2009 World Energy Justice Conference (WEJC 2009) which began examining ways of mainstreaming safe, clean, and efficient energy for the world's Energy Poor (EP). The EP number two and a half billion people living on less than $1-2 a day who have no access to modern energy services. WEJC 2010 more fully develops these themes. WEJC 2010 will explore how the next round of global warming meetings in Cancun could design new flexibility mechanisms that give credits, for example, for the reduction of black carbon by the adoption of cookstoves, and embrace small …

Managerial Entrenchment And Shareholder Wealth Revisited: Theory And Evidence From A Recessionary Financial Market, Jay B. Kesten

BYU Law Review

No abstract provided.