Open Access. Powered by Scholars. Published by Universities.®

Business Organizations Law Commons

Open Access. Powered by Scholars. Published by Universities.®

8,303 Full-Text Articles 5,249 Authors 5,117,280 Downloads 148 Institutions

All Articles in Business Organizations Law

Faceted Search

8,303 full-text articles. Page 184 of 186.

Corporate Governance And Accountability, Renee M. Jones 2010 Boston College Law School

Corporate Governance And Accountability, Renee M. Jones

Boston College Law School Faculty Papers

This book chapter on Corporate Governance and Accountability is a contribution to the book CORPORATE GOVERNANCE - SYNTHESIS OF THEORY, RESEARCH, AND PRACTICE (Wiley, forthcoming 2010), edited by Ronald Anderson and H. Kent Baker. This chapter describes the sources of corporate governance standards for American corporations and analyzes the accountability mechanisms designed to ensure that corporate officials act faithfully in their management of corporate affairs. The chapter focuses on the financial reporting system under the U.S. securities laws which forms the foundation of the accountability system, and discusses structures and rules designed to ensure the integrity of financial reporting. The ...


The Attack On Nonprofit Status: A Charitable Assessment, James R. Hines Jr., Jill R. Horwitz, Austin Nichols 2010 University of Michigan Law School

The Attack On Nonprofit Status: A Charitable Assessment, James R. Hines Jr., Jill R. Horwitz, Austin Nichols

Articles

American nonprofit organizations receive favorable tax treatment, including tax exemptions and tax-deductibility of contributions, in return for their devotion to charitable purposes and restrictions not to distribute profits. Recent efforts to extend some or all of these tax benefits to for-profit companies making social investments, including the creation of the new hybrid nonprofit/for-profit company form known as the Low-Profit Limited Liability Company, threaten to undermine the vitality of the nonprofit sector and the integrity of the tax system. Reform advocates maintain that the ability to compensate executives based on performance and to distribute profits when attractive investment opportunities are ...


Reflections On Section 5 Of The Ftc Act And The Ftc's Case Against Intel, Daniel A. Crane 2010 University of Michigan Law School

Reflections On Section 5 Of The Ftc Act And The Ftc's Case Against Intel, Daniel A. Crane

Articles

The Federal Trade Commission’s (“FTC’s”) unprecedented enforcement action against Intel raises profound issues concerning the scope of the FTC’s powers to give a construction to Section 5 of the FTC Act that goes beyond the substantive reach of the Sherman Act. While I have urged the FTC to assert such independence from the Sherman Act, this is the wrong case to make a break. Indeed, if anything, Intel poses a risk of seriously setting back the development of an independent Section 5 power by provoking a hostile appellate court to rebuke the FTC’s effort and cabin ...


Citizens United And The Corporate Form, Reuven S. Avi-Yonah 2010 University of Michigan Law School

Citizens United And The Corporate Form, Reuven S. Avi-Yonah

Articles

In Citizens United vs. FEC, the Supreme Court struck down a Federal statute banning direct corporate expenditures on political campaigns. The decision has been widely criticized and praised as a matter of First Amendment law. But it is also interesting as another step in the evolution of our legal views of the corporation. This Article argues that by viewing Citizens Unitedthrough the prism of theories about the corporate form, it is possible to see that the majority and the dissent departed from previous Supreme Court jurisprudence on the First Amendment rights of corporations. It is also possible to then predict ...


Between Formulary Apportionment And The Oecd Guidelines: A Proposal For Reconciliation, Reuven S. Avi-Yonah 2010 University of Michigan Law School

Between Formulary Apportionment And The Oecd Guidelines: A Proposal For Reconciliation, Reuven S. Avi-Yonah

Articles

In the last 30 years, a debate has been raging in international tax circles between advocates of the OECD Transfer Pricing Guidelines and the arm’s length standard (ALS) they embody, on the one hand, and advocates of formulary apportionment (FA) on the other. After the adoption of the 1995 regulations and the new OECD Guidelines, the debate became quieter for a while, because everyone was waiting to see whether the issue had been resolved. However, while there have been few decided cases, it is clear by now that the transfer pricing problem is as bad as it ever was ...


Supply Chains And Porous Boundaries: The Disaggregation Of Legal Services, Milton C. Regan, Palmer T. Heenan 2010 Georgetown University Law Center

Supply Chains And Porous Boundaries: The Disaggregation Of Legal Services, Milton C. Regan, Palmer T. Heenan

Georgetown Law Faculty Publications and Other Works

The economic downturn has had significant effects on law firms, and is causing many of them to rethink some basic assumptions about how they operate. In important respects, however, the downturn has simply intensified the effects of some deeper trends that preceded it, which are likely to continue after any recovery that may occur.

This paper explores one of these trends, which is corporate client insistence that law firms “disaggregate” their services into discrete tasks that can be delegated to the least costly providers who can perform them. With advances in communications technology, there is increasing likelihood that some of ...


Corporate Political Speech: Who Decides, Lucian A. Bebchuk, Robert J. Jackson Jr. 2010 Harvard Law School

Corporate Political Speech: Who Decides, Lucian A. Bebchuk, Robert J. Jackson Jr.

Faculty Scholarship

The Supreme Court spoke clearly this Term on the issue of corporate political speech, concluding in Citizens United v. FEC' that the First Amendment protects corporations' freedom to spend corporate funds on indirect support of political candidates. 2 Constitutional law scholars will long debate the wisdom of that holding, as do the authors of the two other Comments in this issue.3 In contrast, this Comment accepts as given that corporations may not be limited from spending money on politics should they decide to speak. We focus instead on an important question left unanswered by Citizens United: who should have ...


Organizational Liability And The Tension Between Corporate And Criminal Law, Miriam H. Baer 2010 Brooklyn Law School

Organizational Liability And The Tension Between Corporate And Criminal Law, Miriam H. Baer

Faculty Scholarship

No abstract provided.


Organizational Liability, James A. Fanto 2010 Brooklyn Law School

Organizational Liability, James A. Fanto

Faculty Scholarship

No abstract provided.


The Governance Of Contemporary Sovereign Wealth Funds, Yvonne C. L. Lee 2010 University of California, Hastings College of the Law

The Governance Of Contemporary Sovereign Wealth Funds, Yvonne C. L. Lee

Hastings Business Law Journal

Recent contemporary sovereign wealth funds developments, viewed against the historical backdrop of international law and practice, particularly foreign investment law and practice, underscore the inter-action between economics, law and politics. This article first introduces the issues that have emerged as a result of sovereign wealth funds contemporary investments and observes how sovereign wealth funds and recipient countries have reacted to these developments. It proposes a model of sovereign wealth fund governance based on consultation, cooperation and coordination. This model draws on the experience of current deliberative fora such as the G20 summits and the International Working Group of Sovereign Wealth ...


Collective Bargaining Agreements In Corporate Reorganizations, Andrew B. Dawson 2010 University of Miami School of Law

Collective Bargaining Agreements In Corporate Reorganizations, Andrew B. Dawson

Articles

Congress enacted § 1113 to the Bankruptcy Code in 1984 in order to establish a standard for the rejection of Collective Bargaining Agreements. But the statute's ambiguous language has caused a split between the Second and Third Circuits, and has precipitated a lengthy academic debate largely centered on the interpretation of one word: "necessary." This debate has focused on proper statutory interpretation as well as deeper concerns regarding the policy goals behind the Bankruptcy Code. The present study reports data that indicate that the different interpretations are irrelevant in practice. No matter how "necessary" is defined, the result is always ...


Stealth Preemption: The Irs's Nonprofit Corporate Governance Initiative, James J. Fishman 2010 Elisabeth Haub School of Law at Pace University

Stealth Preemption: The Irs's Nonprofit Corporate Governance Initiative, James J. Fishman

Pace Law Faculty Publications

The Internal Revenue Service, the primary federal regulator of charities, has initiated a corporate governance initiative. The intervention by the Internal Revenue Service into an area traditionally the preserve of state nonprofit corporate law has little relationship to issues of tax compliance. This corporate governance initiative has been accomplished in the face of IRS acknowledgement that it has no statutory authority relating to these issues. Yet, the power of the Service to recognize tax exempt status and the method it has used to ensure it vision of correct corporate governance practices through a series of questions when an organization applies ...


Wasting The Corporate Waste Doctrine: How The Doctrine Can Provide A Viable Solution In Controlling Excessive Executive Compensation, Steven Clayton Caywood 2010 University of Michigan Law School

Wasting The Corporate Waste Doctrine: How The Doctrine Can Provide A Viable Solution In Controlling Excessive Executive Compensation, Steven Clayton Caywood

Michigan Law Review

In the midst of the global recession of the late 2000s, there was an outcry against corporate executives and what the public deemed to be their excessive compensation. Although this anger is still featured in today's headlines, it is nothing new. In fact, excessive executive compensation complaints arose when the very concept of a corporation was still new. Most of the complaints that the public has leveled have had little effect on boards of directors' decisions. Occasionally, however the outcry is so great that the public compels a company's leadership to take action. This happened early in 2009 ...


Excuse Doctrine: The Eisenberg Uncertainty Principle, Victor P. Goldberg 2010 Columbia Law School

Excuse Doctrine: The Eisenberg Uncertainty Principle, Victor P. Goldberg

Faculty Scholarship

The world is in a bit of a mess. Oil prices soared to more than $140 per barrel and within months plummeted to below $40. The pound fell from $2 to less than $1.40. Housing and stock prices crashed. Foreclosures, bankruptcies, and bailouts became newspaper staples. When things go awry like this, inevitably many people and firms regret having entered into contracts under more favorable circumstances. Many of them will be looking for ways to limit, or better yet, avoid the consequences. A preeminent contracts scholar, Melvin Eisenberg (2009), has provided them with considerable ammunition in a recent paper ...


Director Liability For Corporate Crimes: Lawyers As Safe Haven?, John A. Humbach 2010 Elisabeth Haub School of Law at Pace University

Director Liability For Corporate Crimes: Lawyers As Safe Haven?, John A. Humbach

Pace Law Faculty Publications

The fines and penalties assessed against corporations are running into the billions of dollars each year. Part of the reason is that the managers and employees of entrepreneurial organizations have inherent incentives to engage in conduct that exposes the entity to fines and penalties. This article considers the legal bases for shifting these law-enforcement losses back to directors who are actively involved in creating them, either because they approved or they deliberately ignored the corporation’s legal or regulatory violations (Part II). It then examines bases for shifting these losses back to directors even when their involvement in the non-compliance ...


Commentary: The Federalization Of Nonprofit Regulation And Its Discontents, James J. Fishman 2010 Elisabeth Haub School of Law at Pace University

Commentary: The Federalization Of Nonprofit Regulation And Its Discontents, James J. Fishman

Pace Law Faculty Publications

The Internal Revenue Service, at the instigation of the Senate Finance committee-the Service's primary congressional overseer-has commenced a corporate governance initiative by issuing announcements and guidelines, as well as providing educational advice as to how charities' internal affairs should be ordered. The Service also has revised the Form 990 Annual Information Return, a publicly available document, so that it contains mandatory corporate governance questions.2 Nonprofit organizations traditionally have been creatures of state law and overseen by state agencies and regulators.3 What is unique about the corporate governance initiative is the Service's admission that it lacks express ...


Contract Interpretation Redux, Alan Schwartz, Robert E. Scott 2010 Columbia Law School

Contract Interpretation Redux, Alan Schwartz, Robert E. Scott

Faculty Scholarship

Contract interpretation remains the largest single source of contract litigation between business firms. In part this is because contract interpretation issues are difficult, but it also reflects a deep divide between textualist and contextualist theories of interpretation. While a strong majority of U.S. courts continue to follow the traditional, "formalist" approach to contract interpretation, some courts and most commentators prefer the "contextualist" interpretive principles that are reflected in the Uniform Commercial Code and the Second Restatement. In 2003, we published an article that set out a formalist theory of contract interpretation to govern agreements between business firms. We argued ...


Corporate Environmental Social Responsibility: Corporate "Greenwashing" Or A Corporate Culture Game Changer?, Hope M. Babcock 2010 Georgetown University Law Center

Corporate Environmental Social Responsibility: Corporate "Greenwashing" Or A Corporate Culture Game Changer?, Hope M. Babcock

Georgetown Law Faculty Publications and Other Works

This article focuses on the extent to which unenforceable voluntary initiatives undertaken by corporations can change corporate behavior to make businesses more environmentally responsible, i.e. not only comply with the law, but to do more than the law actually requires of them. These initiatives, loosely gathered under the umbrella of a movement called corporate social responsibility (CSR), are often proposed by the government as a way to fill regulatory and enforcement gaps or by industry, often as an alternative to regulatory requirements. In each case, their goal is to improve the compliance record of businesses and, in some cases ...


Excuse Doctrine: The Eisenberg Uncertainty Principle, Victor P. Goldberg 2010 Columbia Law School

Excuse Doctrine: The Eisenberg Uncertainty Principle, Victor P. Goldberg

Faculty Scholarship

The world is in a bit of a mess. Oil prices soared to more than $140 per barrel and within months plummeted to below $40. The pound fell from $2 to less than $1.40. Housing and stock prices crashed. Foreclosures, bankruptcies, and bailouts became newspaper staples. When things go awry like this, inevitably many people and firms regret having entered into contracts under more favorable circumstances. Many of them will be looking for ways to limit, or better yet, avoid the consequences. A preeminent contracts scholar, Melvin Eisenberg (2009), has provided them with considerable ammunition in a recent paper ...


Locating Innovation: The Endogeneity Of Technology, Organizational Structure, And Financial Contracting, Ronald J. Gilson 2010 Columbia Law School

Locating Innovation: The Endogeneity Of Technology, Organizational Structure, And Financial Contracting, Ronald J. Gilson

Faculty Scholarship

There is much we do not understand about the "location" of innovation: the confluence, for a particular innovation, of the technology associated with the innovation; the innovating firm's size and organizational structure; and the financial contracting that supports the innovation. This Essay suggests that these three indicia are determined simultaneously and discusses the interaction among them through four examples of innovative activity whose location is characterized by tradeoffs between pursuing the activity in an established company, in a smaller, earlier-stage company, or some combination of the two. It first considers the dilemma faced by an established company in deciding ...


Digital Commons powered by bepress