Journal of Corporation Law

Articles cover corporate legal topics and development important to businesses, scholars and practicing lawyers.

Articles from Vol. 27, No. 1, Fall

Firm Value and Marketability Discounts
I. INTRODUCTION The issue of valuation is a continuing one in legal literature since it resides at the heart of many controversies.1 Valuation of securities of a closely held company, for which there is no ready market, is particularly challenging. For...
No Easy Solutions in the Sales Tax on E-Commerce Debate: Lessons from the Advisory Commission on Electronic Commerce Report to Congress
I. INTRODUCTION: THE GROWTH OF E-COMMERCE The Internet Tax Freedom Act1 defines Electronic Commerce (e-commerce) as, "any transaction conducted over the Internet or through Internet access, comprising the sale, lease, license, offer, or delivery of property,...
Taking It Personally: Shareholder Liability for Corporate Environmental Hazards
I. INTRODUCTION Concerns over environmental liability have taken their toll in the corporate world. 1 Costs for cleanup of hazardous waste at a single site can run into tens of millions of dollars.2 Adding to the anxiety already present when environmental...
The Emulex Stock Hoax: Potential Liability for Internet Wire and Bloomberg?
I. INTRODUCTION The purpose of this Note is to analyze whether members of the Internet media may face liability under section 10(b)1 and Rule lOb-52 of the Securities Exchange Act of 1934 for their participation in the Emulex3 stock hoax. Although the...
Unocal Revisited: No Tiger in the Tank
I. INTRODUCTION In 1985, the Delaware Supreme Court decided the case of Unocal Corp. v. Mesa Petroleum Co.,1 and announced that when a board of directors acts to derail a hostile takeover, its actions will be subject to heightened scrutiny.2 The Court...
"[W]e're Doing This to Ourselves": South Dakota's Anticorporate Farming Amendment
I. INTRODUCTION In the fall of 1998, the people of South Dakota were placed on the front lines of the national debate over control of agricultural production in the new millennium. On one side of the conflict stood multi-billion dollar agricultural corporations...
When Are Limited Liability Partnership Interests Securities?
I. INTRODUCTION A limited liability partnership (LLP)1 is a relatively new form of business organization that offers the tax advantages of a partnership while shielding its partners from liability for certain partnership obligations.2 Every state now...