Journal of Corporation Law

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

Articles from Vol. 35, No. 2, Winter

Back to the Beginning: A Revival of a 1913 Argument for Intellectual Property Protection for Fashion Design
I. INTRODUCTION II. BACKGROUND A. Purpose Behind Intellectual Property Law B. Design Piracy C. Historical Fashion Design Protection D. Current Legal Protection for Fashion Design 1. Trademark and Trade Dress 2. Copyright ...
Corporate Tax Reform: Listening to Corporate America
I. INTRODUCTION II. BACKGROUND ON FINANCIAL INCOME A. General Principles B. The Focus of Corporate Management III. VARIOUS TYPES OF CORPORATE TAX PREFERENCES A. Expensing and Accelerated Depreciation B. Deductions with No Economic Outlay ...
Debunking the Corporate Fiduciary Myth
I. INTRODUCTION II. CORPORATE FIDUCIARY DUTIES A. What are Fiduciary Duties? B. To Whom Are Fiduciary Duties Owed? C. Duty of Loyalty 249 D. "Duty" of Care 250 E. Good Faith? 252 F. Summary 256 III. APPLYING THEORIES OF FIDUCIARY...
Electric Utilities & Climate Risk Disclosure in SEC Filings: Clearing the Air
I. INTRODUCTION II. BACKGROUND A. The Emergence of Environmental Disclosures in SEC Filings B. Disclosure of Environmental Issues in 10K Filings 1. 101-General Business Description 2. 103 Legal Proceedings 3. 303 Management Discussion...
The Madoff Scandal, Market Regulatory Failure and the Business Education of Lawyers
I. INTRODUCTION II. THE REALITY OF COMPLEXITY III. MADOFF'S FRAUD AND THE SEC'S FAILURE IV. BUSINESS LITERACY AS THE OBJECT LESSON V. A PRAGMATIC PROPOSAL (MAYBE) VI. CONCLUSION I. INTRODUCTION The financial crisis of 2008 ushered in a "new"...
The Non-Uniformity of Uniform Laws
I. INTRODUCTION II. BACKGROUND AND INTRODUCTION III. ULLCA'S EFFECT ON UNIFORMITY IV. THE UNIFORM LAWMAKING PROCESS A. NCCUSL's Procedures B. A Model of the Uniform Lawmaking Process V. AN ILLUSTRATION OF THE UNIFORM LAWMAKING PROCESS: ULLCA ...
Why the Government Should Drink Your Milkshake: The Case for Restructuring the Federal Gas Tax
I. INTRODUCTION II. BACKGROUND A. The "Twin Crises 1. Climate Change 2. Oil Dependence 3. Kicking the Addiction a. Fuel Efficiency and Driving Patterns b. Biofuels c. The Electric Grid and Renewable Energy ...