Business Organization
The Business Organization section of FindLaw’s Corporate Counsel Center provides information on matters such as Joint Ventures, Liability for Acts of Dissolved Corporations, and more. Click on the articles below to learn about limited liability companies that give you the tax advantages of a partnership with the liability protection of a corporation. Or browse the section on how S corporations can provide significant tax advantages over C corporations in the right circumstances. Find more about these and other subjects under Corporate Governance.
Corporate Governance
Business Organization Articles
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Despite Admissions in Public Filings, Shareholder Was Not A “Group Member” For Section 16(b) Short-Swing Trading Purposes
The United States District Court for the Southern District of New York recently held that a shareholder was not a "group" member subject to disgorgement of profits for short-swing trading under Section 16(b) of the Securities Exchange Act of 1934 ...
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Develop a “First Mover” Advantage
Most law firms go to great lengths to look like every other law firm. The response you most likely elicit from the management of any firm when first presenting a new concept, idea or potential market opportunity is: "Can you please give us a list of ...
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Developing Role Of Audit Committees
Recent high-profile disclosures of alleged accounting irregularities have raised concerns about possible broader patterns of improper corporate accounting practices. Attention has focused on the fact that in 1998 it was reported that U.S ...
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Diamond Multimedia and the Uniform Standards Act: Will All Nationwide Securities Class Actions Now Be Filed In Federal Court?: Diamond Multimedia and the Uniform Standards Act
n November 3, 1998, the Securities Litigation Uniform Standards Act of 1998 ("Uniform Standards Act") was signed into law by President Clinton. This new federal securities act greatly limits securities class actions that can be brought in state ...
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Director and Officer Liability Changes Loom in Post-Enron Proposals
In the past several months, Congress has held extensive hearings and members of Congress have introduced dozens of bills on a wide range of issues emanating from the Enron collapse. One such bill, the Corporate Auditing Accountability ...
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Director Independence
The role of independent directors lies at the center of the current movement aimed at enhancing corporate governance among U.S. public companies. Indeed, there is broad consensus regarding the importance of actively engaged independent directors ...
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Distributions and Other Transfers by Investment Funds to Foreign Entities: IRS Notice 97-18 Clarifies Excise Tax Liability and Reporting Obligations
Venture capital and other securities investment funds organized as domestic partnerships ("Domestic Funds") often have foreign persons as limited partners. In addition, domestic fund managers often establish investment partnerships outside the ...
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District Court Opinion Involving San Francisco Ordinance Requiring Benefits Benefits for Domestic Partners
On April10, 1998, the Federal District Court of Northern California issued its opinion in the case of the Air Transport Association of Americav. The City and County of San Francisco contesting the San Francisco ordinance requiring parties who ...
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Doing Business In Iraq
Contracts Awarded by the Agency for International Development (AID): $1 million to Creative Associates International, Inc. for Primary and Secondary Education Dorsey has learned that long-time, leading Kuwaiti businesses representing U.S. and ...
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Eighth Circuit Allows Deduction for Certain Expenses of Corporate Acquisitions
The Supreme Court in a 1992 decision, INDOPCO, Inc. v. Commissioner, held that a corporation that was acquired by another corporation could not deduct certain expenses investment banking fees; legal fees; accounting fees; printing expenses; proxy ...
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