Articles

Extraterritorial Patent Infringement Liability After NTP, Inc. v. Research In Motion, Ltd.

I. Introduction . II. Background . A. Territorial Nature of Patent Laws. 1. Limits on Extraterritorial Application of U.S. Patent Law. 2. Role of International Treaties in Specifying the Territorial Limits of Patent Laws . 3. International Comity . B. Patent Infringement Liability . 1. Infringing Activities Under 35 U.S.C. § 271(a). 2. Infringing Activities Under 35 U.S.C. §§ 271(f) and 271(g) . 3. The Special Problem of "Network Inventions" . C. Background of the NTP v. Research In Motion Li...

The Dividend Puzzle: Are Shares Entitled to the Residual?

Everyone knows that shareholders receive dividends because they are entitled to the residual returns of a public corporation. Everyone is wrong. Using the familiar economic model of the firm, I show that shareholders have no special claim on corporate economic returns. No one has an entitlement to rents in a capitalist system. Shareholders, the purely fungible providers of a purely fungible commodity and a sunk cost, are particularly unlikely to be able to command a share of economic profits ...

Gholl v. eMachines: Creating Predictability and Consistency in Appraisal Actions

I. Introduction . II. Background . A. Developing Delaware Corporate Law. B. The Appraisal Framework. 1. Statutory Authority for Appraisal Actions . 2. Burden of Parties in an Appraisal Action. 3. Resort to the Court´s Discretion. 4. Determining Fair Value. C. The Need for Consistency and Predictability In Appraisal Actions . D. Gholl v. eMachines . III. Analysis . A. Competitive and Fair Auction . B. Timing of Purchase. C. Disclosure of Relevant Information to Investment Bank, Outside Bidders...

SEC v. Siebel Systems, Inc.: Comment on the SEC´s Failed Enforcement of Regulation Fair Disclosure in Federal Court

I. Introduction . II. Background: Regulation Fair Disclosure . A. Reasons for Adopting Regulation Fair Disclosure. B. Regulation FD and the Disclosure Process. C. Material and Nonpublic Information . D. Complaints about Regulation FD. III. Sec V. Siebel Systems, Inc.. A. Case Background. 1. April 2003 Communications with the Public . 2. Private Meetings of April 30 and the SEC Complaint . 3. Siebel´s Motion to Dismiss . B. Dismissing the Case. C. The Substance of the SEC´s Complaint . IV. Ana...

What Is a Merger?: The Case for Taxing Cash Mergers Like Stock Sales

In a merger, neither the assets nor the stock of one corporation are physically transferred to another corporation. Rather, the two corporations are unified by operation of law. The absence of a physical transfer of assets or stock obscures the tax effects of a merger. To determine these effects, a merger must be analogized to a sale of assets or a sale of stock. These alternative analogies yield significantly different results when the consideration for the merger is cash. When a cash merger...

Before Competition: Origins of the Internal Affairs Doctrine

To the modern corporate scholar and lawyer, the internal affairs doctrine seems in the natural order of things. Corporate law is state law. Each corporation is formed under the law of its chosen state of incorporation. To ensure consistency and predictability, that law must govern the corporation´s internal affairs. Yet the origin of such a doctrine is puzzling. Respecting the firm´s choice of corporate law, the doctrine forces state legislatures into competition to attract incorporations. Bu...

Hold Up the Sign and Lie Like a Rug:How Secondary Boycotts Received Another Lease on Life

I. Introduction . II. Background . A. The Early Years. B. The New Deal and the NLRA. C. Secondary Boycotts Following the NLRA . D. DeBartolo Changes the Rules, Again. E. Bending the Truth: How Literal Must a Banner Be?. III. Analysis . A. Weaseling Out the Rat. B. The Dissent Understands. IV. Recommendation. V. Conclusion .

Forum

Antitrust Modernization: Looking Backwards

I. The Antitrust Modernization Commission . II. Previous Reports . A. 1955 Attorney General´ Report. B. Neal and Stigler Reports. 1. Neal Report. 2. Stigler Report. 3. Reception and Influence . C. Shenefield Report . 1. Reception and Influence . III. Observations. A. The 1955 Experience Cannot be Replicated. B. The Challenge is Great. C. Recommendations. 1. Procedural and Remedial Changes are Relatively Easy to Accomplish. 2. Influencing Agencies. 3. Be Patient . 4. It is Beneficial to be Ali...