The franchisor-franchisee relationship is unique in that it has characteristics of both an arm's length business transaction as well as an ongoing business relationship. As time goes by, however, the interests of the parties may diverge. It is in the franchisees' interest to make their...

This is a case study of the Supreme Court's classic decision in Smith v. K.C. Title & Trust Co. A stockholder challenged the constitutionality of the Farm Loan Act of 1916, which authorized federal banks to issue tax-exempt bonds to raise funds for loans to farmers. The case is best known for...

Limited partnerships (LPs) and limited liability companies (LLCs) permit formation with a unique management structure in that these entities may be managed by another limited liability entity, such as a corporation. Thus, the true managers are those individuals who manage the manager. It is well...

In Commission v. Greece, the Court of Justice of the European Union examined Article 345 TFEU (ex Article 295 EC) on property ownership, in the context of golden shares of privatized companies. The neutrality of the EU towards privatizations is questioned. The scope and the outer limits of...

The Article envisions the possibility of a nonprofit university utilizing corporate and agency law principles in order to invoke a breach of fiduciary duty claim (or counterclaim) against a professor who engages in activities that the university deems disloyal — hence seeking termination...

The conjunction of the equity and business activity can be a sensitive one. A business must be able to derive a sufficient margin of profit from its commercial activities to be a sustainable organisation. The allocation of power among the parties to the organisation must be stable and clear. And...

Limited liability is considered a “birthright” of corporations. The concept is entrenched in legal theory, and it is a fixed reality of the political economy. But it remains controversial. Scholarly debate has been engaged in absolute terms of defending the rule or advocating its abrogation....

Several state LLC, LP and LLP statutes provide charging order protection for these entities which may provide substantial protection from creditors beyond that which available with a corporation. Many of these statutes indicate the charging order is the exclusive remedy available to creditors....

When a client proudly announces that he has been named director of a prominent local corporation or financial institution, a red warning light ought to go on. Heartily congratulate the client on this distinction, then ask, "Are you aware of the responsibilities and liabilities of a director?" If...