Volume 5 / Number 3 / Fall 2001

This page contains the abstracts, as well as links to the complete document on Westlaw.com, for the Article, Essay, Comments and Recent Developments of the Fall 2001 Issue.

 

Article

 

Tax Aspects of Mergers and Acquisitions for the Corporate Lawyer
Joseph R. Gomez
Westlaw
This Article provides the corporate practitioner with a basic understanding of the tax issues involved in structuring a corporate acquisition transaction. It is intended only as an introduction to the major issues, not as a comprehensive discussion of all tax issues encountered in an acquisition transaction. Specifically, this Article considers (1) the acquisition structures available to the parties; (2) the structures usually preferred by buyers and sellers, respectively; and, (3) the basic tax consequences of each of the alternatives.

 

Essay

 

Investor Power & Liquidity: Corporations, Capital Markets and the Industrialization of America
Christian C. Day
Westlaw
This Essay examines how the need of investors for liquidity in established capital markets helped facilitate the evolution of the modern corporate structure. First, the author explores the interrelation between the financing of businesses through capital markets and the growth and expansion of entrepreneurial management. Second, the author argues that the needs of investors for liquidity helped develop capital markets that allowed businesses to acquire new capital at low costs, facilitating unprecedented expansion and growth. Third, the author discusses the tension that grew out of the rapid shift away from the traditional capital structure of the small business enterprise to the liquid markets of the large corporation. Finally, the author concludes with an examination of the railroad industry of the nineteenth and twentieth century which exemplified the development of the modern entrepreneurial management structure.

 

Comments

 

Microsoft Antitrust Litigation: Illinois Brick Defeats its Intended Purpose
Jeff Patterson
Westlaw
This Comment argues that a distinction should be drawn between indirect-purchaser consumers and indirect-purchaser small businesses when determining antitrust standing, allowing small businesses to bring private damage suits while precluding individual consumer’s claims. Such a distinction is consistent with the policies articulated by the Court in Illinois Brick, and would provide redress for small businesses that have suffered substantial injuries.

The Need for Workers’ Compensation in the Age of Telecommuters
Matthew B. Duckworth
Westlaw
This Comment explores the development of workers’ compensation law and examines whether present statutes adequately address the issues associated with injuries sustained by telecommuters. It concludes that the current laws strike an appropriate balance, granting courts the flexibility necessary to address an infinite variety of fact patterns and simultaneously protecting the interests of employers and employees. It recommends specific measures that employers may take to ensure their employees’ safety and reduce their own exposure to liability for injuries sustained by telecommuters.

Functional Obsolescence: The Community Reinvestment Act and the Dillemma of Internet Banking Regulation
Oliver A. Thoenen
Westlaw
This Comment explores the Community Reinvestment Act of 1977 (CRA), which requires that a bank periodically review the performance of its credit services in its local community. This Comment addresses the dilemma of how to regulate Internet banks with the capacity to reach depositors nationwide, making the “local community” standard of review for regulatory purposes obsolete. It looks at the role of administrative agencies and Congress in solving the dilemma of how to define the community assessment area for Internet banks, suggesting a transformation of the CRA by Congress to remedy the situation. It concludes that, in the absence of congressional action, the CRA will become functionally irrelevant with regard to Internet banking services because of the inherent geographic limitations of the existing regulatory scheme under the statute.

 

Recent Developments

 

An Analysis of UEJF et Licra v. Yahoo!
Westlaw
This Note identifies recent developments in international and United States jurisdictional analysis associated with e-commerce. Recent decisions have only increased the uncertainties of jurisdictional analysis. This Note suggests that small and emerging businesses may be subject to jurisdiction in unanticipated venues if they conduct business over the Internet, and thus these entities should be aware of the potential jurisdictional pitfalls of e-commerce.