This document summarizes the history and theories behind corporations and limited liability companies (LLCs) and discusses how courts and legislatures should articulate rules around piercing the veil, fiduciary responsibility, and securities regulation for LLCs. It argues that LLCs have the potential to replace corporations as the preferred business entity structure. However, the document asserts that Delaware LLC law has swung too far toward an extreme contractarian position in making LLC veil piercing almost impossible, and that courts will feel pressure to develop LLC piercing standards similar to those for corporations. It maintains this is appropriate given that LLCs typically involve smaller entities for which unlimited liability may be more efficient.
The document discusses New York LLC law and whether amendments should be made, especially regarding dissolution. It provides background on LLC law and notes issues like ambiguity around dissolution standards. The key points are:
1) New York LLC law allows for judicial dissolution if "not reasonably practicable to carry on business." However, the meaning of this standard is unclear.
2) Unlike corporate law, LLC law does not address dissolution for fraud, illegality or oppression of members.
3) Courts have interpreted the standard differently, creating conflicting case law, as the legislature has not clarified or amended the law in over 15 years.
The document defines a company according to Section 3(1)(i) of the Companies Act of 1956 as a company formed and registered under that Act or an existing company. It discusses the key characteristics of a company including separate legal personality, limited liability, perpetual succession, and that a company can sue and be sued in its own name. The document also compares some of the differences between forming a company and partnership.
The ABA's Commission on Ethics 20/20 released a discussion paper on "Alternative Law Practice Structures" that considers relaxing ethical rules to allow non-lawyer ownership of law firms. The paper recommends permitting non-lawyers to hold equity in a firm if they provide non-legal services to support lawyers and are supervised. However, the author argues these recommendations ignore realities of the current legal market where non-lawyer influence already exists. Additionally, the paper fails to address more pressing issues like whether the US will follow the UK in allowing full non-lawyer ownership of law firms. The author expects continued evolution of joint ventures between law firms and non-traditional legal services providers.
The document discusses the fraud exception to piercing the corporate veil. It begins by establishing that corporations are generally legally distinct from their shareholders, protecting shareholders from personal liability. However, courts may lift the veil in exceptional circumstances, such as when the corporate form is used to commit fraud.
The document then analyzes the fraud exception in more detail. It finds that for the exception to apply, the defendant must have intended to deny the plaintiff a legal right through deception. Additionally, the timing of incorporation can be a factor. However, courts are reluctant to apply the exception due to its uncertain nature. While justice is sometimes used to lift the veil, the primary fraud ground is not always used. In conclusion, each case is fact-
ORC Chapter 1705 - Ohio's New Statute on Limited Liability CompaniesAndrew Wecker
This document summarizes an article about Ohio's new statute on limited liability companies (LLCs). It notes that LLCs combine the tax benefits of partnerships with the liability protections of corporations. However, it cautions that LLCs have drawbacks such as instability and difficulties with financing. It also notes that LLCs are new legal entities so there is little case law guidance. The document focuses on key issues for forming LLCs like securing partnership tax treatment and restrictions on transfers of membership interests. It advocates applying corporate veil piercing standards to LLCs going forward.
company law - lifting the corporate veil - akashS. M. Akash
The document discusses the circumstances under which a corporate veil may be lifted. There are two main ways this can occur: statutory veil lifting under provisions like fraudulent or wrongful trading; and judicial veil lifting through common law principles. Judicial veil lifting traditionally involved three exceptions - the single economic unit doctrine, agency relationships, and using a company as a facade. More recently, UK courts have taken a stricter approach, only lifting the veil in exceptional circumstances like those outlined in Adams v Cape Industries. The document provides an overview of the development of corporate veil lifting jurisprudence in the UK.
The document discusses the piercing of the corporate veil, which is a legal concept where a court ignores the separate legal personality of a company or corporation and treats the rights and liabilities of the company as the rights and liabilities of its shareholders. It defines a company as an artificial legal person created by law that has a separate existence from its members. The document notes that courts generally respect the principle of a company's separate legal personality but may pierce the corporate veil in situations like fraudulent trading, investigating company ownership, or misstatements in a prospectus.
Federal diversity jurisdiction is conditioned on two requirements – the amount in controversy must exceed $75,000, and there must be “complete diversity,” meaning that no defendant may have the same “citizenship” as any plaintiff.
In this CT Corporation webinar, learn more about diversity jurisdiction with special guest Thomas E. Rutledge of Stoll Keenon Ogden PLLC. For more information, head to ct.wolterskluwer.com.
The document discusses New York LLC law and whether amendments should be made, especially regarding dissolution. It provides background on LLC law and notes issues like ambiguity around dissolution standards. The key points are:
1) New York LLC law allows for judicial dissolution if "not reasonably practicable to carry on business." However, the meaning of this standard is unclear.
2) Unlike corporate law, LLC law does not address dissolution for fraud, illegality or oppression of members.
3) Courts have interpreted the standard differently, creating conflicting case law, as the legislature has not clarified or amended the law in over 15 years.
The document defines a company according to Section 3(1)(i) of the Companies Act of 1956 as a company formed and registered under that Act or an existing company. It discusses the key characteristics of a company including separate legal personality, limited liability, perpetual succession, and that a company can sue and be sued in its own name. The document also compares some of the differences between forming a company and partnership.
The ABA's Commission on Ethics 20/20 released a discussion paper on "Alternative Law Practice Structures" that considers relaxing ethical rules to allow non-lawyer ownership of law firms. The paper recommends permitting non-lawyers to hold equity in a firm if they provide non-legal services to support lawyers and are supervised. However, the author argues these recommendations ignore realities of the current legal market where non-lawyer influence already exists. Additionally, the paper fails to address more pressing issues like whether the US will follow the UK in allowing full non-lawyer ownership of law firms. The author expects continued evolution of joint ventures between law firms and non-traditional legal services providers.
The document discusses the fraud exception to piercing the corporate veil. It begins by establishing that corporations are generally legally distinct from their shareholders, protecting shareholders from personal liability. However, courts may lift the veil in exceptional circumstances, such as when the corporate form is used to commit fraud.
The document then analyzes the fraud exception in more detail. It finds that for the exception to apply, the defendant must have intended to deny the plaintiff a legal right through deception. Additionally, the timing of incorporation can be a factor. However, courts are reluctant to apply the exception due to its uncertain nature. While justice is sometimes used to lift the veil, the primary fraud ground is not always used. In conclusion, each case is fact-
ORC Chapter 1705 - Ohio's New Statute on Limited Liability CompaniesAndrew Wecker
This document summarizes an article about Ohio's new statute on limited liability companies (LLCs). It notes that LLCs combine the tax benefits of partnerships with the liability protections of corporations. However, it cautions that LLCs have drawbacks such as instability and difficulties with financing. It also notes that LLCs are new legal entities so there is little case law guidance. The document focuses on key issues for forming LLCs like securing partnership tax treatment and restrictions on transfers of membership interests. It advocates applying corporate veil piercing standards to LLCs going forward.
company law - lifting the corporate veil - akashS. M. Akash
The document discusses the circumstances under which a corporate veil may be lifted. There are two main ways this can occur: statutory veil lifting under provisions like fraudulent or wrongful trading; and judicial veil lifting through common law principles. Judicial veil lifting traditionally involved three exceptions - the single economic unit doctrine, agency relationships, and using a company as a facade. More recently, UK courts have taken a stricter approach, only lifting the veil in exceptional circumstances like those outlined in Adams v Cape Industries. The document provides an overview of the development of corporate veil lifting jurisprudence in the UK.
The document discusses the piercing of the corporate veil, which is a legal concept where a court ignores the separate legal personality of a company or corporation and treats the rights and liabilities of the company as the rights and liabilities of its shareholders. It defines a company as an artificial legal person created by law that has a separate existence from its members. The document notes that courts generally respect the principle of a company's separate legal personality but may pierce the corporate veil in situations like fraudulent trading, investigating company ownership, or misstatements in a prospectus.
Federal diversity jurisdiction is conditioned on two requirements – the amount in controversy must exceed $75,000, and there must be “complete diversity,” meaning that no defendant may have the same “citizenship” as any plaintiff.
In this CT Corporation webinar, learn more about diversity jurisdiction with special guest Thomas E. Rutledge of Stoll Keenon Ogden PLLC. For more information, head to ct.wolterskluwer.com.
While corporations are generally legally distinct from their shareholders, courts will pierce the corporate veil under certain circumstances, such as to prevent fraud or achieve equity. There are two main theories used by courts - alter ego and instrumentality. Alter ego focuses on the unity of ownership and interest between a corporation and its owners such that they cease to be separate entities. Instrumentality examines whether a dominant entity used a subservient corporation as a fiction for its own purposes. Factors like financial dependence, lack of separateness, and control help determine if the corporate veil should be pierced.
This document discusses factors that could impact the validity and enforceability of a legal form or contract. It notes that for a contract to be valid, the terms must be clear and complete, and the process for entering into the contract must be fair. Specifically, it outlines requirements like consideration, terms not being contrary to public policy, and factors impacting consent like duress, undue influence, or misrepresentation. The document provides examples to illustrate these concepts and notes that speaking with a lawyer is recommended to avoid potential challenges to a contract.
The document discusses the doctrine of lifting the corporate veil. It begins by explaining that a company is typically treated as a separate legal entity from its members. However, in some cases the veil can be lifted, such as to prevent fraud or injustice. The doctrine aims to look past the legal facade of a company and hold individual members liable. The document then discusses the history and application of the doctrine in both English and Indian law, providing various cases as examples. It also outlines specific provisions in Indian corporate law related to lifting the veil, such as for misrepresentation in a prospectus or fraudulent conduct of business.
This document summarizes key concepts related to fiduciary duty and fiduciary obligation from a legal research paper. It discusses a similar Canadian case (Lac Minerals v. International Corona Resource) where confidential information was misused. It compares this case to the situation described, noting similarities around the use of confidential information. The document then provides definitions of fiduciary duty and outlines factors courts consider to determine if a fiduciary relationship exists. It advises that as operator, the recipient has duties to share assessments, notify partners of opportunities, and act with undivided loyalty and without conflicts of interest.
The document is a response to an assignment question regarding the statement made in Salomon v Salomon regarding a company being a separate legal person from its members or shareholders.
The response provides a detailed analysis of the legal development of corporate personality since Salomon, noting that while courts are generally reluctant to pierce the corporate veil, there are exceptions where the veil may be lifted, including for fraud, improper conduct, or where the company is being used as a sham or alter ego. The response examines relevant case law and statutes in both Zimbabwe and other jurisdictions and concludes that while the separate legal personality principle remains intact, the law regarding lifting the corporate veil remains unsettled and applied on a case-by-case basis depending on the
ALTER EGO THEORY - LIFTING THE CORPORATE VEILSUJATA MUNI
The document discusses the alter ego doctrine, which allows courts to pierce the corporate veil and hold shareholders or directors personally liable for corporate actions.
Some key points:
- The alter ego doctrine treats a corporation and its shareholders/directors as indistinguishable when the corporation is used for improper purposes like fraud.
- Courts consider factors like inadequate capitalization, personal use of corporate funds, and overlapping ownership/control to determine if the alter ego doctrine applies.
- Indian courts have applied the alter ego doctrine in criminal cases, finding corporations can be prosecuted through the actions of directors as the "directing mind." However, liability only flows from individuals to the corporation, not vice versa.
This document provides guidance on effectively drafting limitation of liability (LoL) clauses. It discusses several key issues and risks to consider:
- LoL clauses may not apply to claims arising after a contract terminates or those not explicitly related to the agreement. The document advises explicitly listing specific claims covered to avoid disputes.
- When using a LoL clause in California, it should expressly state that it applies to negligence claims to be effective for both active and passive negligence.
- LoL clauses may not be enforceable for limiting liability from gross negligence, depending on state law. If wanting to limit such liability, ensure the governing law supports it.
- LoL clauses should be conspicuous to reduce
The document discusses the doctrine of piercing the corporate veil in company law. It provides background on the concept, noting that piercing the veil is an exception that makes shareholders liable for a company's debts in certain circumstances, such as fraud. The document also discusses different definitions and interpretations of lifting the corporate veil from a narrow to broader perspective. It explores reasons for piercing the veil, such as to prevent abuse of power or using the corporate structure to hide wrongdoing. The aims of the research are to evaluate the effectiveness of piercing the corporate veil and the law's ability to apply it appropriately when needed.
Introduction Company law is confused by the piercing of.pdfbkbk37
The document discusses the doctrine of piercing the corporate veil in company law. It provides background on the concept, including that piercing the veil is an exception that makes shareholders liable for a company's debts. It also examines how English courts have approached applying the doctrine reluctantly, only doing so in rare cases of misconduct to achieve justice. The document analyzes numerous cases and scholarly debates on lifting the veil and the effectiveness of the legal system in applying this area of ambiguous law.
Too Big to Fail Whitepaper FINAL 6pgs 03 02 11Marti Kopacz
This document discusses the debate around whether states should be allowed to file for bankruptcy. It outlines arguments on both sides of the issue. The cons of allowing state bankruptcy include challenges to states' sovereignty, interfering with state lawmaking processes, and potentially destabilizing municipal bond markets. However, the pros include establishing a framework to bring all constituencies together to address fiscal issues, avoiding defaults through an orderly process, increasing transparency, and avoiding federal bailouts. The document concludes by suggesting a bipartisan task force be formed to further study the complex issue and make recommendations.
Objects clause is contained in the memorandum of association and sets out the powers of the directors in running the company. Traditionally, each power of the company had to be enumerated, which resulted in detailed statements as to the powers of the company. Companies are now able to use the phrase 'to carry on the business of a general commercial company' rather than use exhaustive lists of enumerated powers.
Read more at Law Teacher: http://www.lawteacher.net/free-law-essays/company-law/the-doctrine-of-ultra-vires-company-law-essay.php#ixzz43wf5BqRy
Insider Lease Agreements (Series: Fairness Issues in Real Estate-Based Bankru...Financial Poise
It is a common play in real estate to create a separate operating entity to serve as a tenant and execute a lease between the owner of the property and himself. Typically, this happens in assets which serve as a real estate-based business, such as a retail property. The structured enables the operator to reduce the taxable income of the business and also provide a liability shield for the property owner.
This arrangement can lead to some ethical issues, should the property owner become distressed. For example, is the lease amount above market and therefore being used to inflate the property valuation? Is rent actually being paid? Is there a proper lease in place or just an internal handshake? Attorneys need to understand the set-up in order to know what is in bounds and what is outside the lines.
To view the accompanying webinar, go to:https://www.financialpoise.com/financial-poise-webinars/insider-lease-agreements-2021/
It is a common play in real estate to create a separate operating entity to serve as a tenant and execute a lease between the owner of the property and himself. Typically, this happens in assets which serve as a real estate-based business, such as a retail property. The structured enables the operator to reduce the taxable income of the business and also provide a liability shield for the property owner. However, this arrangement can easily lead to some ethical issues, should the property owner become distressed. Where is the line between a savvy real estate strategy and unethical behavior? This webinar presents practice pointers on how to use the ABA Model Rules as a guide to navigating ethical issues in Insider Lease Agreements. Model Rules addressed include those that govern the client-lawyer relationship (Rule 1.7: Conflict of Interest: Current Clients); those that speak to the need for candor toward the tribunal and fairness to an opposing party and counsel (Rule 3.3 through 3.4); and the necessity for truthfulness in statements to others and issues surrounding unrepresented persons (i.e. Rule 4.3).
Part of the webinar series: ETHICAL ISSUES IN REAL ESTATE-BASED BANKRUPTCIES 2022
See more at https://www.financialpoise.com/webinars/
The legal and institutional preconditions for strong securities markethuongntt16
This document discusses the legal and institutional prerequisites for strong securities markets. It argues that there are two essential requirements: 1) investors must receive good information about the value of a company's business, and 2) investors must have confidence that insiders like managers and controlling shareholders will not cheat them out of the value of their investment through self-dealing or theft. Strong securities markets depend on complex networks of laws and institutions that ensure these two conditions are met. The document examines which specific laws and institutions are most important for providing information to investors and protecting them from self-dealing.
Common law, equity and statute - limitations and analogiesHannah Vieira
This document discusses the ongoing distinction between common law and equity in legal systems. It makes two key points:
1) Maintaining the distinction between common law and equity is still meaningful, as there are fundamental differences in their methodologies and approaches that continue to inform legal analysis. Fully merging the two areas would require extensive law reform.
2) Common law and equity also differ in their relationship to statutes. Historically, common law saw itself as separate from statutes, while equity was more accepting of them. This difference between common law and equity's reactions to statutes is an important aspect worthy of further analysis.
This article is an excerpt of the Canada Chapter of International Liability of Corporate Directors, 2nd edition, published by Juris Publishing in February 2013. This excerpt excludes numerous aspects of the full chapter, particularly in reference to offering corporations, national corporate reporting, the supervisory role of the securities commissions, insider trading, prospectus violations, director loans and directors’ and officers’ liability insurance and indemnification of officers and directors. Further, some sections have been abridged. The full article should be consulted for the omitted aspects and for a more complete analysis of the applicable law. This article is not legal advice and is intended solely as information. Further information can be obtained from the authors.
In Canada, there is a large body of statutory and common law which provides guidance about the standards of conduct expected from directors and attaches personal liability for failing to meet those standards. Directors now owe expanded duties to shareholders, employees, creditors, and other stakeholders and are increasingly being held personally responsible for the corporation’s conduct. Liability attaches under the Canada Business Corporations Act (CBCA), and under provincial corporations acts, most of which are similar to the Ontario Business Corporations Act (OBCA). This article deals only with liabilities under business corporations.
Page 55 BUSINESS AND THE CONSTITUTIONA federal statute and.docxalfred4lewis58146
Page 55
BUSINESS AND THE CONSTITUTION
A federal statute and related regulations prohibited producers of beer from listing, on a product label, the alcohol content of the beer in the container on which the label appeared. The regulation existed because the U.S. government believed that if alcohol content could be disclosed on labels, certain producers of beer might begin marketing their brand as having a higher alcohol content than competing beers. The government was concerned that “strength wars” among producers could then develop, that consumers would seek out beers with higher alcohol content, and that adverse public health consequences would follow. Because it wished to include alcohol content information on container labels for its beers, Coors Brewing Co. filed suit against the United States government and asked the court to rule that the statute and regulations violated Coors's constitutional right to freedom of speech.
Consider the following questions as you read Chapter 3:
On which provision in the U.S. Constitution was Coors relying in its challenge of the statute and regulations?
Does a corporation such as Coors possess the same constitutional right to freedom of speech possessed by an individual human being, or does the government have greater latitude to restrict the content of a corporation's speech?
The alcohol content disclosures that Coors wished to make with regard to its product would be classified as commercial speech. Does commercial speech receive the same degree of constitutional protection that political or other noncommercial speech receives?
Which party—Coors or the federal government—won the case, and why?
Do producers and other sellers of alcoholic beverages have, in connection with the sale of their products, special ethical obligations that sellers of other products might not have? If so, what are those obligations and why do they exist?
LEARNING OBJECTIVES
After studying this chapter, you should be able to:
1 Describe the role of courts in interpreting constitutions and in determining whether statutes or other government actions are constitutional.
2 Explain the key role of the U.S. Constitution's Commerce Clause in authorizing action by Congress.
3 Describe the incorporation doctrine's role in making most guarantees of the Bill of Rights operate to protect persons not only against certain federal government actions but also against certain state and local government actions.
4 Explain the differences among the means-ends tests used by courts when the constitutionality of government action is being determined (strict scrutiny, intermediate scrutiny, and rational basis).
5 Describe the differences between noncommercial speech and commercial speech and the respective levels of First Amendment protection they receive.
Page 56 6 Explain the difference between procedural due process and substantive due process.
7 Identify the instances when an Equal Protection Clause–based challenge to government a.
The document is an outline for a research paper on bankruptcy law submitted for a doctorate program. It includes an abstract, definition of terms, research questions and hypotheses. It discusses the problem statement, historical and theoretical perspectives, significance and relevance of the research. It outlines the methodology, data collection, sampling, analysis, action research and literature review. Key topics that will be covered are chapters 7, 11 and 13 of bankruptcy, including liquidation, repayment plans, debt limits and secured debts. Limitations include relying on truthfulness of respondents and limited demographic data from court records.
This document provides a comparison of key provisions of Delaware and Maryland corporate statutes. It finds some provisions of Maryland law more advantageous, such as those related to authorized shares, director and officer liability limitations, and takeover defenses. It also finds some Delaware provisions more advantageous, such as those related to amendment of corporate documents and ratification of defective corporate acts. The document aims to facilitate analysis of the advantages and disadvantages of incorporating in each state. It covers the most important issues but not every statutory provision or case law difference between the states.
While corporations are generally legally distinct from their shareholders, courts will pierce the corporate veil under certain circumstances, such as to prevent fraud or achieve equity. There are two main theories used by courts - alter ego and instrumentality. Alter ego focuses on the unity of ownership and interest between a corporation and its owners such that they cease to be separate entities. Instrumentality examines whether a dominant entity used a subservient corporation as a fiction for its own purposes. Factors like financial dependence, lack of separateness, and control help determine if the corporate veil should be pierced.
This document discusses factors that could impact the validity and enforceability of a legal form or contract. It notes that for a contract to be valid, the terms must be clear and complete, and the process for entering into the contract must be fair. Specifically, it outlines requirements like consideration, terms not being contrary to public policy, and factors impacting consent like duress, undue influence, or misrepresentation. The document provides examples to illustrate these concepts and notes that speaking with a lawyer is recommended to avoid potential challenges to a contract.
The document discusses the doctrine of lifting the corporate veil. It begins by explaining that a company is typically treated as a separate legal entity from its members. However, in some cases the veil can be lifted, such as to prevent fraud or injustice. The doctrine aims to look past the legal facade of a company and hold individual members liable. The document then discusses the history and application of the doctrine in both English and Indian law, providing various cases as examples. It also outlines specific provisions in Indian corporate law related to lifting the veil, such as for misrepresentation in a prospectus or fraudulent conduct of business.
This document summarizes key concepts related to fiduciary duty and fiduciary obligation from a legal research paper. It discusses a similar Canadian case (Lac Minerals v. International Corona Resource) where confidential information was misused. It compares this case to the situation described, noting similarities around the use of confidential information. The document then provides definitions of fiduciary duty and outlines factors courts consider to determine if a fiduciary relationship exists. It advises that as operator, the recipient has duties to share assessments, notify partners of opportunities, and act with undivided loyalty and without conflicts of interest.
The document is a response to an assignment question regarding the statement made in Salomon v Salomon regarding a company being a separate legal person from its members or shareholders.
The response provides a detailed analysis of the legal development of corporate personality since Salomon, noting that while courts are generally reluctant to pierce the corporate veil, there are exceptions where the veil may be lifted, including for fraud, improper conduct, or where the company is being used as a sham or alter ego. The response examines relevant case law and statutes in both Zimbabwe and other jurisdictions and concludes that while the separate legal personality principle remains intact, the law regarding lifting the corporate veil remains unsettled and applied on a case-by-case basis depending on the
ALTER EGO THEORY - LIFTING THE CORPORATE VEILSUJATA MUNI
The document discusses the alter ego doctrine, which allows courts to pierce the corporate veil and hold shareholders or directors personally liable for corporate actions.
Some key points:
- The alter ego doctrine treats a corporation and its shareholders/directors as indistinguishable when the corporation is used for improper purposes like fraud.
- Courts consider factors like inadequate capitalization, personal use of corporate funds, and overlapping ownership/control to determine if the alter ego doctrine applies.
- Indian courts have applied the alter ego doctrine in criminal cases, finding corporations can be prosecuted through the actions of directors as the "directing mind." However, liability only flows from individuals to the corporation, not vice versa.
This document provides guidance on effectively drafting limitation of liability (LoL) clauses. It discusses several key issues and risks to consider:
- LoL clauses may not apply to claims arising after a contract terminates or those not explicitly related to the agreement. The document advises explicitly listing specific claims covered to avoid disputes.
- When using a LoL clause in California, it should expressly state that it applies to negligence claims to be effective for both active and passive negligence.
- LoL clauses may not be enforceable for limiting liability from gross negligence, depending on state law. If wanting to limit such liability, ensure the governing law supports it.
- LoL clauses should be conspicuous to reduce
The document discusses the doctrine of piercing the corporate veil in company law. It provides background on the concept, noting that piercing the veil is an exception that makes shareholders liable for a company's debts in certain circumstances, such as fraud. The document also discusses different definitions and interpretations of lifting the corporate veil from a narrow to broader perspective. It explores reasons for piercing the veil, such as to prevent abuse of power or using the corporate structure to hide wrongdoing. The aims of the research are to evaluate the effectiveness of piercing the corporate veil and the law's ability to apply it appropriately when needed.
Introduction Company law is confused by the piercing of.pdfbkbk37
The document discusses the doctrine of piercing the corporate veil in company law. It provides background on the concept, including that piercing the veil is an exception that makes shareholders liable for a company's debts. It also examines how English courts have approached applying the doctrine reluctantly, only doing so in rare cases of misconduct to achieve justice. The document analyzes numerous cases and scholarly debates on lifting the veil and the effectiveness of the legal system in applying this area of ambiguous law.
Too Big to Fail Whitepaper FINAL 6pgs 03 02 11Marti Kopacz
This document discusses the debate around whether states should be allowed to file for bankruptcy. It outlines arguments on both sides of the issue. The cons of allowing state bankruptcy include challenges to states' sovereignty, interfering with state lawmaking processes, and potentially destabilizing municipal bond markets. However, the pros include establishing a framework to bring all constituencies together to address fiscal issues, avoiding defaults through an orderly process, increasing transparency, and avoiding federal bailouts. The document concludes by suggesting a bipartisan task force be formed to further study the complex issue and make recommendations.
Objects clause is contained in the memorandum of association and sets out the powers of the directors in running the company. Traditionally, each power of the company had to be enumerated, which resulted in detailed statements as to the powers of the company. Companies are now able to use the phrase 'to carry on the business of a general commercial company' rather than use exhaustive lists of enumerated powers.
Read more at Law Teacher: http://www.lawteacher.net/free-law-essays/company-law/the-doctrine-of-ultra-vires-company-law-essay.php#ixzz43wf5BqRy
Insider Lease Agreements (Series: Fairness Issues in Real Estate-Based Bankru...Financial Poise
It is a common play in real estate to create a separate operating entity to serve as a tenant and execute a lease between the owner of the property and himself. Typically, this happens in assets which serve as a real estate-based business, such as a retail property. The structured enables the operator to reduce the taxable income of the business and also provide a liability shield for the property owner.
This arrangement can lead to some ethical issues, should the property owner become distressed. For example, is the lease amount above market and therefore being used to inflate the property valuation? Is rent actually being paid? Is there a proper lease in place or just an internal handshake? Attorneys need to understand the set-up in order to know what is in bounds and what is outside the lines.
To view the accompanying webinar, go to:https://www.financialpoise.com/financial-poise-webinars/insider-lease-agreements-2021/
It is a common play in real estate to create a separate operating entity to serve as a tenant and execute a lease between the owner of the property and himself. Typically, this happens in assets which serve as a real estate-based business, such as a retail property. The structured enables the operator to reduce the taxable income of the business and also provide a liability shield for the property owner. However, this arrangement can easily lead to some ethical issues, should the property owner become distressed. Where is the line between a savvy real estate strategy and unethical behavior? This webinar presents practice pointers on how to use the ABA Model Rules as a guide to navigating ethical issues in Insider Lease Agreements. Model Rules addressed include those that govern the client-lawyer relationship (Rule 1.7: Conflict of Interest: Current Clients); those that speak to the need for candor toward the tribunal and fairness to an opposing party and counsel (Rule 3.3 through 3.4); and the necessity for truthfulness in statements to others and issues surrounding unrepresented persons (i.e. Rule 4.3).
Part of the webinar series: ETHICAL ISSUES IN REAL ESTATE-BASED BANKRUPTCIES 2022
See more at https://www.financialpoise.com/webinars/
The legal and institutional preconditions for strong securities markethuongntt16
This document discusses the legal and institutional prerequisites for strong securities markets. It argues that there are two essential requirements: 1) investors must receive good information about the value of a company's business, and 2) investors must have confidence that insiders like managers and controlling shareholders will not cheat them out of the value of their investment through self-dealing or theft. Strong securities markets depend on complex networks of laws and institutions that ensure these two conditions are met. The document examines which specific laws and institutions are most important for providing information to investors and protecting them from self-dealing.
Common law, equity and statute - limitations and analogiesHannah Vieira
This document discusses the ongoing distinction between common law and equity in legal systems. It makes two key points:
1) Maintaining the distinction between common law and equity is still meaningful, as there are fundamental differences in their methodologies and approaches that continue to inform legal analysis. Fully merging the two areas would require extensive law reform.
2) Common law and equity also differ in their relationship to statutes. Historically, common law saw itself as separate from statutes, while equity was more accepting of them. This difference between common law and equity's reactions to statutes is an important aspect worthy of further analysis.
This article is an excerpt of the Canada Chapter of International Liability of Corporate Directors, 2nd edition, published by Juris Publishing in February 2013. This excerpt excludes numerous aspects of the full chapter, particularly in reference to offering corporations, national corporate reporting, the supervisory role of the securities commissions, insider trading, prospectus violations, director loans and directors’ and officers’ liability insurance and indemnification of officers and directors. Further, some sections have been abridged. The full article should be consulted for the omitted aspects and for a more complete analysis of the applicable law. This article is not legal advice and is intended solely as information. Further information can be obtained from the authors.
In Canada, there is a large body of statutory and common law which provides guidance about the standards of conduct expected from directors and attaches personal liability for failing to meet those standards. Directors now owe expanded duties to shareholders, employees, creditors, and other stakeholders and are increasingly being held personally responsible for the corporation’s conduct. Liability attaches under the Canada Business Corporations Act (CBCA), and under provincial corporations acts, most of which are similar to the Ontario Business Corporations Act (OBCA). This article deals only with liabilities under business corporations.
Page 55 BUSINESS AND THE CONSTITUTIONA federal statute and.docxalfred4lewis58146
Page 55
BUSINESS AND THE CONSTITUTION
A federal statute and related regulations prohibited producers of beer from listing, on a product label, the alcohol content of the beer in the container on which the label appeared. The regulation existed because the U.S. government believed that if alcohol content could be disclosed on labels, certain producers of beer might begin marketing their brand as having a higher alcohol content than competing beers. The government was concerned that “strength wars” among producers could then develop, that consumers would seek out beers with higher alcohol content, and that adverse public health consequences would follow. Because it wished to include alcohol content information on container labels for its beers, Coors Brewing Co. filed suit against the United States government and asked the court to rule that the statute and regulations violated Coors's constitutional right to freedom of speech.
Consider the following questions as you read Chapter 3:
On which provision in the U.S. Constitution was Coors relying in its challenge of the statute and regulations?
Does a corporation such as Coors possess the same constitutional right to freedom of speech possessed by an individual human being, or does the government have greater latitude to restrict the content of a corporation's speech?
The alcohol content disclosures that Coors wished to make with regard to its product would be classified as commercial speech. Does commercial speech receive the same degree of constitutional protection that political or other noncommercial speech receives?
Which party—Coors or the federal government—won the case, and why?
Do producers and other sellers of alcoholic beverages have, in connection with the sale of their products, special ethical obligations that sellers of other products might not have? If so, what are those obligations and why do they exist?
LEARNING OBJECTIVES
After studying this chapter, you should be able to:
1 Describe the role of courts in interpreting constitutions and in determining whether statutes or other government actions are constitutional.
2 Explain the key role of the U.S. Constitution's Commerce Clause in authorizing action by Congress.
3 Describe the incorporation doctrine's role in making most guarantees of the Bill of Rights operate to protect persons not only against certain federal government actions but also against certain state and local government actions.
4 Explain the differences among the means-ends tests used by courts when the constitutionality of government action is being determined (strict scrutiny, intermediate scrutiny, and rational basis).
5 Describe the differences between noncommercial speech and commercial speech and the respective levels of First Amendment protection they receive.
Page 56 6 Explain the difference between procedural due process and substantive due process.
7 Identify the instances when an Equal Protection Clause–based challenge to government a.
The document is an outline for a research paper on bankruptcy law submitted for a doctorate program. It includes an abstract, definition of terms, research questions and hypotheses. It discusses the problem statement, historical and theoretical perspectives, significance and relevance of the research. It outlines the methodology, data collection, sampling, analysis, action research and literature review. Key topics that will be covered are chapters 7, 11 and 13 of bankruptcy, including liquidation, repayment plans, debt limits and secured debts. Limitations include relying on truthfulness of respondents and limited demographic data from court records.
This document provides a comparison of key provisions of Delaware and Maryland corporate statutes. It finds some provisions of Maryland law more advantageous, such as those related to authorized shares, director and officer liability limitations, and takeover defenses. It also finds some Delaware provisions more advantageous, such as those related to amendment of corporate documents and ratification of defective corporate acts. The document aims to facilitate analysis of the advantages and disadvantages of incorporating in each state. It covers the most important issues but not every statutory provision or case law difference between the states.
This document provides an introduction to the concept of law and jurisprudence. It discusses several theories of what law is, including law as power, legal positivism, legal realism, and natural law. The key differences between these theories relate to whether law is defined only by what is enacted and enforced by political authorities, or whether moral or social factors also influence understandings of law. The document uses examples like the Nazi regime in Germany and former leaders in Myanmar to illustrate how different conceptions of law can lead to different views on the legitimacy of laws and legal systems. It aims to get readers to think critically about the nature and philosophy of law.
Introduction and Overview of the Justice SystemCorporate ExiTatianaMajor22
Introduction and Overview of the Justice System
Corporate Existence and Liability
Fraud and Internal Controls
Week #1 Part #1
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Federal Court Jurisdiction: Limited Jurisdiction
The term jurisdiction means the power to adjudicate. As the framers wrote the Constitution, some feared that the federal courts might threaten the independence of the states and the people. To combat this fear the framers set up a federal court system that can only hear cases in special circumstances. This is called courts of limited jurisdiction. Since the federal courts can only hear certain kinds of cases, most of the day-to-day cases that courts deal with happen in state courts.
Basically, federal courts hear only 2 types of cases; those that raise a federal question and those involving lawsuits between citizens of different states known as diversity of jurisdiction.
Also, all criminal tax cases are federal question jurisdiction arising under Title 18 or Title 26 of the U.S. Code. So, all criminal federal tax cases are filed in the federal district court.
Additional some civil tax cases are heard in the federal courts as well.
State Court Jurisdiction: General Jurisdiction
General Jurisdiction
The Tenth Amendment provides that “powers not delegated to the United States by the Constitution, nor prohibited by it to the States, are reserved to the States respectively, or to the people.”
The ultimate effect these provisions have upon state courts is to reserve to them the right to hear and decide any legal matter not expressly reserved for the exclusive jurisdiction of federal courts (such as lawsuits between states).
Thus, state courts are courts of general jurisdiction. They hear all the cases not specifically selected for federal courts. Just as the federal courts interpret federal laws, state courts interpret state laws. Each state gets to make and interpret its own laws. This helps the states retain power, and makes sure that the national government does not become too strong.
The Tax Court: An Inferior Court
The United States Tax Court is a federal trial court of record established by Congress under Article I of the U.S. Constitution, section 8 of which provides (in part) that the Congress has the power to "constitute Tribunals inferior to the supreme Court".
When the taxpayer is called for an audit, the taxpayer has two choices: agree with the IRS or disagree.
If the taxpayer agrees, the case is over. If the taxpayer disagrees, the IRS sends the taxpayer a "notice of deficiency" (also called a 90-day Letter), stating the adjustments that the Service wants to make to the tax return. The taxpayer then has 90 days to file a petition with the Tax Court. If not filed within 90 days, the taxpayer has agreed with the IRS.
By going to the Tax Court, the taxpayer is suing the IRS in court.
The Tax Court consists of 19 judges who travel the circuit to all 50 states. Tax Court cases do not get tried before a jury. In a regular Tax Court case, i ...
Un 2007 THE CONCEPT OF ODIOUS DEBT IN PUBLIC INTERNATIONAL LAWAuditoriaVLC
This document discusses the concept of odious debt in public international law. It begins by defining odious debt as debt incurred by a despotic regime that did not benefit the state and was instead used to repress the population. It explores the concept's roots in international law principles like equity and state succession. The document then examines contexts where odious debt has been invoked, like regime changes, and issues around applying the concept. It concludes that claims of odious debt must be evaluated on a case-by-case basis in contexts like negotiations or tribunals, depending on the situation. The concept remains grounded in international law but its application is complex and context-dependent.
Limited liability partnership a new business modelAurobindo Saxena
1. The document discusses limited liability partnerships (LLPs), a hybrid business structure that provides limited liability for partners like corporations but also allows flexibility in organization like partnerships.
2. It traces the development of LLP laws globally, including early adoption in the US and pressure from accounting firms that led to laws in Jersey and the UK. Key provisions and requirements of LLP laws in these jurisdictions are outlined.
3. Several important issues for consideration in establishing LLP laws in India are identified, such as whether to allow only professionals, what partnership agreement details to require filing, and whether to allow foreign individuals or general partners with unlimited liability.
The document provides guidance on devising international patent litigation strategies. It discusses defining goals for litigation, understanding the tools available, where to deploy those tools based on jurisdictional factors, and executing a coordinated global campaign. Specifically, it emphasizes the importance of thoroughly understanding local laws and customs in different jurisdictions, developing a comprehensive budget and timeline, and knowing when objectives have been achieved or when to change strategies. Managing litigation across multiple countries introduces challenges from legal and cultural differences that require careful planning and flexibility.
The document provides guidance on devising international patent litigation strategies. It discusses defining goals for litigation, understanding the tools available, where to deploy those tools based on jurisdictional factors, and executing a coordinated global campaign. Specifically, it emphasizes the importance of thoroughly understanding local laws and customs in different jurisdictions, developing a comprehensive budget, maintaining a consistent narrative, and knowing when objectives have been achieved or when to change strategies. Managing litigation across multiple countries introduces challenges from legal differences, cultural factors, time zones, and ensuring consistent coordination.
This document summarizes a legal case regarding copyright of reconstructed ancient texts. Specifically, it discusses a 1992 case in Israel where Professor Elisha Qimron sued the publishers of a book containing photographs of the Dead Sea Scrolls for including a reconstruction of the "MMT" text that Qimron had compiled. The court found that Qimron's reconstruction was eligible for copyright protection. However, the document argues the court did not properly consider whether a scholarly reconstruction can truly be considered an original work or whether its ruling might hinder academic freedom. It also questions the court's presumption that other legal systems like the US provide the same "moral rights" protections as Israeli law.
This summary provides the essential information from the document in 3 sentences:
The document discusses a hypothetical situation where an inventor obtains patents in multiple countries including a European patent, but then discovers that courts in different European countries can come to different conclusions on patent infringement cases. It describes how this actually occurred with a company called Improver that sued Remington for patent infringement - the German courts found infringement while the English courts did not. The document argues that true legal integration within Europe is difficult to achieve because different legal systems and traditions can result in different interpretations of laws like the European Patent Convention, despite legislative efforts at harmonization.
This document summarizes the challenges faced by owners of standard-essential patents in enforcing their patents and obtaining fair compensation. It discusses how the inability to obtain injunctions in certain jurisdictions like the US, along with low damages awards, has led to widespread "patent hold-out" where companies use patented technology without licenses. The document reviews approaches to standard-essential patent enforcement across different countries and regions, noting more patentee-friendly approaches in Europe, Brazil, India and other forums compared to the US. It provides recommendations for standard-essential patent owners to maximize enforcement, including pursuing litigation in multiple jurisdictions, complying with any applicable FRAND licensing rules, and making license offers before seeking injunctions.