December 7, 1999 - Return copy of exam
The exam instuctions may be ambiguous on
one point. Please return your copy of the exam when you turn
in your paper. This minimizes any risk to you of an untoward
event.
December 6, 1999 - Exam procedures
(citation form, IRAC, drop-off, sources)
QUESTION: Given the word limit - how
extensive do we have to cite our sources of info? (Do I have
to give the MBCA sec., case name, ALI, E&E...)
ANSWER: Consider the difference between
three alternative responses to a question involving director
duties -
(1) "Statute says board manages
corporation"
(2) "MBCA sec 8.01 says board manages
corporation."
(3) "MBCA sec 8.01 says board manages
corporation." See also E&E p 457; ALI Principles Sec 2.01;
Aronson v Lewis, 453 A.2d 560 (Del. 1984).
Which demonstrates better lawyering? I
choose (2) - citation to statute shows identification of
essential provision, which (1) lacks. And (3) is pedantic,
pointlessly prolix.
QUESTION: Do you favor any particular
approach to articulating answers (e.g., IRAC)?
ANSWER: My answer style can be found in
E&E. You will notice I attempt a form of IRAC -
- define what is really being asked and
the arguments on both sides
- outline the rule (statutory or case)
that governs - there may be alternatives
- consider how the rule applies to
question, assessing the various arguments
- resolve the question
On the exam, you should be careful to
understand and focus on the question being asked. Stay on
track.
QUESTION: Do we have to return our exam in
person - in other words, if we finished at 4 AM and had to
have it received by 8AM, could we slide it under your
secretary's door at 4AM - or have someone else turn it in at
8AM?
ANSWER: I recommend in-person delivery
during office hours. Some students in the past have returned
take-home exams through an agent. When the agent screwed up,
it was the principal's responsiblity. It's your call,
however, whether to incur these agency costs ("someone else
turn in") or to rely on bureaucratic efficiency ("slide under
door").
QUESTION: E&E mentions many cases that we did
not read - can we rely on them in articulating answers if
relevant? Or should answers be restricted to the
cases/statutes covered in class?
ANSWER: You may cite to any materials you
had available to you before the exam - including study guides
whose case references you have not read. Let's hope they're
right.
QUESTION: Is the suggested word-count for the
short essays a maximum? And will you be weighting the short
essays equally in your grading?
ANSWER: The word-count suggestion is only
that - a suggestion. You can allocate words to the short
essays and even the long essay as you choose (for example, 140
words for one short essay and 260 for another) so long as your
total word count is no more than 2000 words.
I will weight the short essays equally. I
will weight the long essay to be equivalent to 4 short essays.
December 2 - Corporate morality
Something we have hinted at over the entire
semester that I find disturbing - it seems the entire
structure of a public corporation separates money-making from
morality. It allows people to invest in industries and profit
from activities they would never openly support. How many
people that invest in tobacco, for instance, would work for a
tobacco company? Or, how many people would tell their friends
and family that they support manufacturing practices that
exploit children in third world countries. Not many, I
suspect. But those same people might invest in companies that
do just that, and feel perfectly justified in their actions.
Somehow, when you invest, the transaction
cleanses your involvement in the activity. And even if
shareholders don't know about evil practices of the companies
they own stock in, their money and the separation of
investment and decision-making enables the bad activities to
go on. And this ignorance is promoted by corporate structure
and the deference given to business judgment. Essentially, the
public corporation structure allows people to participate in
activities that might be socially reprehensible, without the
fear of public scrutiny of their actions.
I realize that people make this distinction
between making money and their morality all the time, but I
find it disheartening that our most significant business form
promotes this kind of attitude.
November 12 - Why did UPS go public?
|
QUESTIONS:
|
ANSWERS
|
| Why did UPS decide to go public now? |
UPS is perceived as an essential link
in e-commerce. My guess it wants additional funding, and
this is as good a time as any to get it. Check their site
under investor relations:
http://www.ups.com/ According to their
prospectus they are going to buy back some of their
stock! |
| Why not many years ago? |
if you don't need the money, why
bother with public securities regulation. See all the
filing a company must make and all the scrutiny that's
involved - EDGAR! |
| How can you reconcile a decision to
stay private when the implicit fiduciary duty is to
maximize SH wealth? |
staying private is often a great way
to maximzie wealth - think about how long Walmart was
privately held. GOing public just means shareholders have
a market in which to sell. But if they're getting plenty
of dividends, why bother with a market. Most of the
successful businesses in this state are not publicly
traded - but their owners are perfectly happy. |
| How do you get to partake in an IPO? |
this is a problem. Many IPOs are
oversubscribed. one investmnet house -- wit capital --
promises greater access to IPOs for indiviudal investors.
you can visit their web site:
http://www.witcapital.com/index.jsp |
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Nov 12 - How to link to Free Edgar
COMMENT: When using FreeEdgar - make sure
you are not looking at a split screen when you copy the
address. If you have a split screen you will be copying an
address that is not the address for the particular subsection
that you want to hyperlink to (it is usually the address for
the beginning of the document - not the desired subjection).
If you are on a split screen (with the
bookmarks subsections on the left and the text on the right)
above the bookmarks is an option to remove the split screen.
By doing this, you will be able to connect to the desired
subsection and it will have the correct address - allowing you
to create the desired hyperlink.
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November 1 - End-of-semester assignments
As the semester slips through our fingers,
I thought you might find useful a schedule for our classes for
the remainder of the journey. The references are to the
course outline --
Nov 1 VI.B.1.a
Nov 2 VI.B.1.b
Nov 3 VI.B.2.a
Nov 4 VI.B.2.b
Nov 8 VI.B.2.c
Nov 9 VI.A.1
Nov 10 VI.A.2
Nov 11 VI.B.1
Nov 15 VI.B.2
Nov 16 VI.C.1
Nov 17 VI.C.2
Nov 18 VII.A
Nov 22 VII.B
Nov 23 VII.C.1
Nov 23 Free day - trip to Business Court
Nov 24 Thanksgiving break
Nov 29 VII.C.2
Nov 30 VII.C.3
Dec 1 VII.D.1
Dec 2 VIII.B.1
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October 19 - "Street name" stock ownership
QUESTION: I do my trading through
Fidelity. The rates are not the absolute cheapest and the
service has not always been what it has become today, but
today they deliver good value, in my opinion. In order to take
advantage of $15 trades I have to keep my stocks in "street
name" which is fine with me. As I read through our material,
however, I get the sense that because my securities are held
in "street name" by a trustee, my shareholder rights are
somehow clipped compared to the shareholder who takes physical
delivery of stock certificates. I cannot cite to a specific
instance, but it seems to me that beneficial ownership has at
least some drawbacks from a shareholder's rights perspective.
Is this correct?
ANSWER: You're right. As a Delaware
shareholder, your rights are significantly truncated. You
cannot bring a derivative suit on your own, sue in your
individual capaicty to enforce voting rights, or exercise
appraisal remedies - unless your nominee agrees to sue or act
for you (unusual except for very large shareholders). In
other states, beneficial owners get more rights, but not as
complete as certificate/record holders.
There are, however, procedures mandated by
the SEC that seek to ensure you get voting materials so you
can tell your nominee how to vote. Your nominee is then
obligated to follow your instructions. You also retain the
power to sell your stock.
This system, though seemingly unwieldy, has
worked relatively well. It minimizes the costs of stock
trading, allowing for freer transferability of shares and the
attendant investment and governance benefits this brings.
Lately, however, there are proposals to do away with the
"street name" system. Shares would all be "of record" -
maintained by each company. Trading would be reported to the
company and reflected on each company's books. Companies
would naturally turn to current depositaries (like Cede & Co.)
to provide this recordkeeping service. In the end, not much
would change except clarity in ownership. This reform, made
possible by computer technology, would do away with the
now-outmoded intermediate ownership.
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October 18 - Finding corporation
information
As you get into the "virtual counsel"
assignments, you'll find it useful to get background
information on company documents. Here are some pointers:
Articles of incorporation.
Articles are filed with state authorities (such as the North
Carolina's
Secretary of State). Although North Carolina's
Internet-accessible database contains some information
about N.C. corporations, it does not have the actual
filings.
Bylaws. Corporate bylaws need not
be filed with state authorities. Shareholders, however, may
have rights to
demand that corporate officials provide them
these and other
documents. But this doesn't help you!
Filings with SEC. The SEC does
not require the filing of state corporate documents.
Nonetheless, a public corporation's articles of
incorporation and bylaws are sometimes available on
EDGAR, if
attached as an appendix to an SEC disclosure filing. For
many recently-incorporated businesses, like
Winston-Salem-based
Blue Rhino, these documents are available on EDGAR in
the company's S-1 filing (which contains the disclosure
information mandated when the company first sells stock to
public investors).
Legal databases. You can also
find valuable company-specific information on
Lexis-Nexis and Westlaw. These databases vary in what
information is available on-line. For example, in Lexis you
can
order specific corporate and LLC filings, but they are
not available on-line.
Court filings. Sometimes court
filings include corporation documents. But most courts do
not have their filings on-line, nor are there on-line
databases of court filings. An important development,
however, is in the area of securities class actions.
Filings (including complaints, briefs and opinions) are now
available through a
clearinghouse
maintained by Stanford law school.
You may find these links in the "Links"
section of this course web-page.
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October 14 - More on corporate "double tax"
(Prof. Shores)
COMMENT (From Professor Shores): As you
suggested, I took a look at you web page for Bus Orgs. Very
interesting! What really caught my eye was "Double Tax on
Corporate Dividends" - under "Announcements," I believe.
Some years ago while working on an article
I discovered that when President Carter suggested eliminating
the double tax on corporate dividends, The Business
Roundtable, the National Assn. of Mfgrs., and the U.S. Chamber
of Commerce were all unenthusiastic.
I think the reason corporate America likes
the double tax is that it reduces the opportunity costs
imposed on shareholders when corporate managers retain
earnings rather than distributing them. If there were no
shareholder level tax, every retained dollar would impose a
dollar in opportunity costs on the shareholders. With the
tax, the opportunity costs are reduced to 60 or 70 cents,
depending on the shareholder's tax bracket. So, in deciding
whether he's happy or unhappy with management's decision to
retain $1, the shareholder has to ask himself whether he could
earn a better return on 60 or 70 cents if the $1 were
distributed, than management can earn on the whole $1.
Generally, the answer will be no. The shareholder will be
content to let management use the $1 to create value, rather
than trying to create value in alternative ways with 60 or 70
cents.
In short, the double tax reduces pressure
on managers to distribute money. Like most people, they
prefer controlling the money themselves, rather than having
someone else do it.
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October 7 - Unusual corporate ownership
structures
COMMENT: I heard a Vince Lombardi
biographer interviewed on Jim Bohannon's show while driving
home from the library last night. He described the following
scenario: The Green Bay Packers sold a block of stock to the
public and now several thousand ordinary folks own what sounds
like a different class of stock. The stock pays no dividends
and it can't be sold. The American Legion has a reversionary
interest in these shares. If the shares are sold, the
interest reverts to the American Legion. I am not sure
mechanically how this would would or if the American Legion
acquired its interest by the terms of the stock itself. It is
just a different twist on how self-governance of the
corporation can take so many different forms.
ANSWER: The corporate form is capable of
handling almost infinite variation. Why do Green Bay fans
hold on to their stock? What a foolish investment! Is the
purpose of this corporation the maximization of shareholder
returns? (By the way, don't you wish you had a share?)
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October 6 - NC Business Court
QUESTIONS: I wanted to make sure I
understood the potential benefit of our upcoming field trip.
If I understand it correctly, the NC business court is the
only business court in the state and it handles complex
business issues. It is also on the cutting-edge as far as
computer tech is concerned. Judge Tennille is the presiding
judge and he is advocating the full utilization of computer
technology by the court in handling the business cases. We
are taking a trip to meet the judge and become familiarized w/
the court. We will also, as an in class project
electronically submit documents to the court.
Has the court begun to hear cases?
How far along are they at utilizing their
high-tech system?
What type of document will we submit?
What is the jurisdiction/venue of the
business court?
What are some functions that this new
high-tech court will be able to do that others cannot?
ANSWER: Almost all your questions are
answered in the "History" section of the
NC Business Court's
website. You will notice the procedures for designating a
"complex business case" and the assignment to the Business
Court. You will also notice the advantages of this
reference. More digestible information can be found in the
"Frequently Asked Questions" section.
My hope is that you will have a chance to
submit a short sample document, just to see how the filing
system works. We'll cross that bridge once the system's in
place.
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September 29 - Internet proxy fight
You may be
interested in how shareholders are using the Internet to
organize a proxy fights --
Alexei
Barrinuevo,
"Coho Energy Holders Stage Online Revolt, Collect
Proxies" Wall Street
Journal, September 27, 1999 (p. C1)
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September 23 - Delaware GCL and North
Carolina BCL on-line
You can find web-based versions of
Delaware's General
Corporation Law and
North Carolina's
Business Corporation Law on our course web page. You can
access these resources here, from "Links"
and at the beginning of "CourseOutline."
In addition, you should be aware of the useful collection of
Federal
Securities Law resources available through a site
maintained by the University of Cincinnati law school.
Useful resources, now and in the future.
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September 23 - Unitrin and mea culpa
(and suggested reading)
In talking with one of you after class, I
realized the reading assignment for today's class asked for
more than I had expected. I'm glad you read and struggled
with the Unitrin case (pp. 900-912), but had not
intended that you read Toll Brothers (912-924). If you
did, you will have prepared yourself when we revisit "poison
pills."
In addition, I invite you to read chapter
34 of the E&E book, which introduces you to the glories and
strategems and vocabulary of a US corporate takeover.
ARP
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September 20 - Delaware, North Carolina,
MBCA
QUESTION: Professor Palmiter, in class we
discuss the Delaware laws and MBCA, but often you also discuss
North Carolina’s laws. My question is; does each State have
their own corporation laws like Delaware does, but these
States usually draw from the MBCA and maybe Delaware law to
create their own laws?
ANSWER: Yes, you've got it. For a
discussion of sources of corporate law, see E&E ch. 1.2.
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September 20 - Removal of directors
QUESTION: When we discuss directors
ousting fellow directors through amending bylaws or articles,
I wonder where are the shareholders in this process. I though
shareholders had the exclusive right to vote and elect
directors. Is it that the shareholders can only vote for
those directors that are eligible to be a director and it the
board that says who is eligible?
ANSWER: You are gright. Shareholders are
at the heart of the removal process. Although the board might
be able to change removal procedures and standards, the board
cannot remove directors. This is exclusively in the domain of
shareholders. Notice in talking about amending bylaws
(increasing number of directorships) or amending articles
(allowing removal without cause) the question is always what
the shareholders can or cannot vote on. The shareholders
elect the directors!
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September 20 - Director assuring self "full
term"
QUESTION: We discussed the strategies one
would take to assure themselves a “full term” as a director by
getting provisions placed into the articles or bylaws. My
question is; wouldn’t you have to be a highly sought after
director in order to get articles and bylaws changed for you.
If I were a principle shareholder and a director of a company
I helped to create, I would not be willing to amend my
articles and bylaws to allow so-and-so to sit on the board.
What do you think?
ANSWER: I agree. Controlling shareholders
are jealous of their control. Sometimes a founding
shareholder will be willing to give up control to attract a
particularly talented (or prestigious) director, or a
particularly well-heeled investor, or new public investors in
an IPO. I am aware of instances in which a company's
governance structure was changed to attract a new director -
in the case I am thinking about, a major national bank changed
its bylaws to satisfy the FDIC as part of the agency's
bailout, which was conditioned on hiring a new CEO as part of
a management shakeup.
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September 14 - Stephen Jay Gould and
corporate evolution
QUESTION: "Bully for Brontasaurus" It's
been several years since I read any Stephen Jay Gould, but if
I remember correctly, his theories of evolution are based on
economics and chance, not survival of the fittest. At a
lecture on an archaeological find in Canada, he showed
drawings of fantastically streamlined, well-adapted creatures
(whose fossilized skeletons had just been discovered) who did
not survive as a species. He followed these pictures with
drawings of the species from the same region that did survive:
hulking, ill-adapted creatures. His point. Survival is based
almost entirely on chance.
So, when you say the corporation is one of
Stephen Jay Gould's creatures, are you saying that it may not
be the best answer to the question of how people should form
groups to do business. That it just happens to be the form
that has endured through chance and good luck?
ANSWER: SJG, I think, firmly believes in
evolution. He just recoils at the suggestion that life forms
are always moving to some higher plane. For example, why do
we say that homo sapiens are higher forms than cockroaches.
Each has adapted and carved out a niche - and cockroaches have
withstood the test of time.
Although SJG sees evolution in its wondrous
forms, his contribution has been to introduce dumb luck and
chance into the mix. (No wonder he loves baseball.) He sees
evolution not as a constant plodding process, but rather one
of "punctuated gradualism" where life forms evolve slowly
(always trying to fit whatever habitat/environment is
available) and then go through dramatic change periodically in
response to cataclysmic changes in habitat/environment. His
main example is the meteor that wiped out the dinosaurs 65
millions ago (the Alvarez theory, which he strongly and warmly
embraces) - leaving only birds as their genetic survivors.
What does this have to do with
corporations? For me corporations are adaptations to their
environment, with a lot of funny features wrought by chance
and by cataclysmic evetns. For example, the US public
corporation is shaped significantly by federal securities
regulation - a reaction to the 1929 market crash.
Now, is the corporation the best business
form? I don't know whether it is, just like I don't know if
the cockroach is the best animal adaptation. But they sure
have both been successful!
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September 14 - Outline posting and sundries
QUESTION: I have noticed that during a
couple of the past classes the outline I have printed out
prior to class is sometimes different then the outline you
have on the screen during class or even the outline of the
person sitting next to me. I was wondering when the best time
to print the outline would be, or when the last changes you
make are done.
ANSWER: I typically clean up the outlines,
often adding links, about three days before each class. I
assume that most students read the day before class.
QUESTION: Sounds good to me, thanks for
the response. By the way, I was amazed at what is out there
when I went through the links on the last outline. I guess I
really have a lot to learn this semester!
ANSWER: It's amazing.
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September 10 - "Taking and leaving" in
North Carolina
QUESTION: A friend and recent wake law
graduate left a firm in Wilmington this summer. He contacted
the state bar and followed their standards for associates
leaving law firms. The state bar informed him it was
permissible to take clients with him, and to contact them
before he left with the information that he was leaving. He
was told that he could contact the clients and give them a
choice, while he still worked for this firm, to either stay
with the firm or go off with him. He could even "huff" about
his experience, making him appear to be a much more
experienced lawyer than was the truth. In the end, he sent
out a letter to each of these clients simply stating that he
was leaving, that he had handled their cases from the
beginning, and really wanted the opportunity to handle their
cases. This NC rule seems to be in conflict with the case we
read in class the other day?
ANSWER: I agree there is a conflict with
the approach in Meehan v. Shaughnessy (CB 142). The
Massachusetts court seemed fixated on competition for clients
while still associated with the firm. The case seems to
establish the rule that any such competition, without giving
other partners a fair chance to compete for client business,
is a breach of duty. North Caolina's state bar gives much
more leeway to client interests (and lawyer entrepeneuralism)
than does Massachusetts. Which rule is better for lawyers?
for clients?
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September 9 - Withdrawing partner's duties
QUESTION: I was very interested in the
result of Page v. Page [casebook 122]. It seems that the case
was merely reversed as the issue was only whether the
partnership was "at will" or "for a term" and the finding of
the court was that it was an at-will partnership. I am
therefore still a little confused on what Traynor's test would
be applicable to in this case. It seems that the decision was
that there was no bad faith and that even if there was it
would be irrelevant. I do understand that you were saying that
they might find a breach of fiduciary duty and in that case
the partner would have to provide "adequate compensation", but
it does not seem to apply here.......what do you think??
ANSWER: This is a good question - a
procedural question. Notice that this was a declaratory
judgment action. The issue is whether the withdrawing partner
breaches a term agreement if he withdraws to take
(opportunistically) a business opportunty - namely, the Air
Force base laundry. The court says there is no term agreement
and that the partners are at-will. What happens next, in this
partnership at-will? Traynor says, "Since this action is for
a declaratory judgment and will be the basis for future action
by the parties, it is approrpiate to point out that the
defendant is amply protected by the fiducairy duties of
co-partners." That is, after George withdraws he must
compensate HB adequately - whether in negotiations or in the
price he pays for the partnership business. In short, during
the winding up/liquidiation process George cannot take
advatnage of HB. ............. How does that sound?
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September 1 - Double tax on corporate
dividends
QUESTION: Concerning why CEOs have not
objected more violently to the double taxation policy- It
seems to me that the true value of a corporation comes from
the owning of stock, not from the minimal dividends and as a
result CEOs and others do not protest to the tax on dividends
as long as capital gains taxes remain relatively low. The
dividends do not seem to be an overriding reason to invest in
a corporation, as Microsoft has proved.
ANSWER: Although dividends typically run at
about 30-40% of earnings for public US companies (some
high-tech firms like MS the exception), this ends up being a
sizeable amount of money. And the government, for
upper-income taxpapers, gets between 28% and 39% of it!
We know that company financial officers
fight for every basis point (one one-hundredth of one percent)
in financing their company. It is awfully surprising that
they are not riled that the government is taxing about 35% of
investor equity returns. Certainly, if the government
proposed to eliminate the deductability of interest (or a
portion) there would be an outcry. IN fact, many economists
believe the 1987 stock market crash happened because COngress
was toying with the idea of eliminating the deductability of
interest paid in a corporate takeover.
A final point for you to consider begins
with the truth that investors always expect a financial
return. When I invest in MS, I excpet to get back more than I
invested. Even though short term I do not expect dividends, I
(or the investor who buys my stock) expects them long term.
Eventually MS will stop growing and will begin paying out
earnings as dividends. When this day arrives, the dividends
will be bountiful. Stock is priced on the basis of (1)
earnings that generate dividend-producing business, (2)
dividends that are eventually paid and (3) the price another
buyer will pay for the stock based on (1) and (2).
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September 1 - LLPs replacing GPs
QUESTION: I understand the reason given in
class of why LLCs have not totally replaced general
partnerships- the unwillingness to do business with an LLC
knowing that if something goes wrong, there is a limited
amount of damages one can receive- but doesn't insurance take
care of that problem? Especially for law firms and medical
partnerships the level of malpractice insurance seems more
than adequate to cover the losses of a client. Is similar
insurance available or more importantly purchased by partners
in other business's, and if so wouldn't the insurance
effectively eliminate the general partnership?
ANSWER: This is an interesting point.
Perhaps clients feel confident that insurance will compensate
and create sufficient incentives for adequate care.
Malpractice insurance, however, is not a panacea. There are
many recent examples of law firms that went bankrupt because
of a massive claim, as to which insurance was inadequate.
Finley Kumble, a big Wall Street law firm, comes to mind. In
addition, some professionals may prefer to self-insure some or
all of their exposure. To establish client confidence they
might well have to offer unlimited individual liablity.
In general, it is my impression that many
clients are unaware of the risks of dealing with an LLP,
compared to a GP. Perhaps the recent LLP statutes, such as
that of NC, that leave malpractice liability intact for the
actor and any supervisors, are sufficient protection. That
is, they reflect what clients would have negotiated anyway.
These new forms are new; time will tell.
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September 1 - Compare modern Exxon and
gentlemanly Cardozo
QUESTION: I think the comparison of the
Exxon case and the Salmon case is interesting as a reflection
on society. My father, an attorney, has said that many of his
contempoaries do not believe that there is a gentlemen's ethic
that governs law or business anymore. The Cardozo opinion
champions such an ethic and encourages on to treat a copartner
with a great loyalty and respect that overrides any contract-
a throw back to the ways of old- and the Exxon court values
the contract and a dog eat dog philosophy and does not seem to
recognize the fiduciary duty or gentlemens business
agreement. A 1990s business philosophy versus the "old
school"? What do you think?
ANSWER: Amen.
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August 30 - What is a "corporation"?
Consider the following exchange
Professor Palmiter,
In looking through E&E Section 1.3.2
(page twelve of my copy), you (collectively with your
co-author) state "it is difficult to imagine a corporation's
'liberty' or 'life' interest under the Due Process Clause."
Consider my former borrower who was
raided by the IRS, premises padlocked, assets (bank
accounts, computers, records, etc.) confiscated. Five
months later, the IRS decided to return everything because
there had been an error (theirs!). My borrower went
bankrupt and is no longer in existence. I suppose some
would argue that bankruptcy is "voluntary" much like the
income tax is "voluntary. Even IF they did not declare Ch
11 (which converted to CH7), my borrower's reputation as a
reliable supplier was shot, their credibility in the
marketplace ruined.
Any thoughts?
******************
A "corporation" is a slippery beast. One
way to see the point in the book - which for good or bad is
mine - is that it is hard to see how a "legal relationship"
has personal constitutional interests. In your story the
IRS destroyed a person's life by undoing his business. The
harm was to a living human being, the instrument was the set
of legal interests by which he and others made a livelihood.
Consider an analogue: the government voids your contract to
attend law school. The harm is not to the contract, except
perhaps metaphorically, but to you.
More on this as the semester wends its
way to the glorious sunset of enlightenment.
ARP
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