Journal of Corporation Law

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

Articles from Vol. 32, No. 1, Fall

Before Competition: Origins of the Internal Affairs Doctrine
ABSTRACTTo the modern corporate scholar and lawyer, the internal affairs doctrine seems in the natural order of things. Corporate law is state law. Each corporation is formed under the law of its chosen state of incorporation. To ensure consistency and...
Extraterritorial Patent Infringement Liability after NTP, Inc. V. Research in Motion, Ltd
I. INTRODUCTION .................... 218II. BACKGROUND .................... 219A. Territorial Nature of Patent Laws .................... 2191. Limits on Extraterritorial Application of U.S. Patent Law .......... 2202. Role of International Treaties in...
Gholl V. eMachines: Creating Predictability and Consistency in Appraisal Actions
I. INTRODUCTION .................... 197II. BACKGROUND ..................... 199A. Developing Delaware Corporate Law.................... 199B. The Appraisal Framework.................... 2011. Statutory Authority for Appraisal Actions..........................
Hold Up the Sign and Lie like a Rug: How Secondary Boycotts Received Another Lease on Life
I. INTRODUCTION....................179II. BACKGROUND....................180A. The Early Years....................180B. The New Deal and the NLRA....................182C. secondary Boycotts Following the NLRA ....................184d). DeBartolo Changes...
SEC V. Siebel Systems, Inc.: Comment on the SEC's Failed Enforcement of Regulation Fair Disclosure in Federal Court
I. INTRODUCTION ....................161II. BACKGROUND: REGULATION FAIR DISCLOSURE .................... 163A. Reasons for Adopting Regulation Fair Disclosure .................... 163B. Regulation FD and the Disclosure Process.................... 164C....
The Dividend Puzzle: Are Shares Entitled to the Residual?
ABSTRACTEveryone knows that shareholders receive dividends because they are entitled to the residual returns of a public corporation. Everyone is wrong.Using the familiar economic model of the firm, I show that shareholders have no special claim on corporate...
What Is a Merger?: The Case for Taxing Cash Mergers like Stock Sales
ABSTRACTIn a merger, neither the assets nor the stock of one corporation are physically transferred to another corporation. Rather, the two corporations are unified by operation of law. The absence of a physical transfer of assets or stock obscures the...
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