Playing in the Sandbox: Moral Development and the Duty of Care in Collaborations between For-Profit and Nonprofit Corporate Persons

Over the history of the corporate entity, U.S. law has evolved to treat the corporate entity as a legal person under the U.S. Constitution. Despite the increased rights granted to the corporation as a legal person, both for-profit and nonprofit corporations have come under considerable scrutiny for misconduct and issues related to corporate governance. When for-profit and nonprofit organizations collaborate together, however, both organizations generally seek to achieve philanthropic good. On the other hand, both organizations and their management are bound by law to fulfill specific duties to their individual constituents. In the 1930s, psychologist Jean Piaget noted, “[t]he good, in short, is not, like duty, the result of a constraint exercised by society upon the individual. The aspiration to the good is of different stuff from the obedience given to an imperative rule.” Guided by the basis for Piaget’s above assertion related to the natural person, this article begins an analysis of the relationship between legal persons: collaborating for-profit and nonprofit organizations in light of duty, arguing that there is a balance between too much constraint and none that leads to sustainability of the cooperative venture

Creating a System for Citizen Participation: How the Nonprofit Sector Can Provide Citizens a Voice in Tokyo\u27s Urban Development System

Recent changes in Japan’s civil society together with the current political and economic environment have created the first opportunity to develop a viable nonprofit sector that represents citizen interests and allows for public participation in Tokyo’s urban development scheme. Tokyo’s urban environment has failed to meet the social and cultural needs of its citizens due to unprecedented economic and industrial growth from the beginning of the Meiji era until the 1990s. Through this extended period of growth, the goal for urban development was solely to increase Tokyo’s economic strength, while social needs were not addressed. While the City Planning Law of 1968 (“CPL”) sought to require citizen participation in urban planning, the law was largely ineffective due to its narrow scope and weak legal remedies. During much of the twentieth century, Tokyo’s governance was controlled by an iron triangle comprised of bureaucracy, government, and big business, which drove Tokyo’s economic growth. This form of governance did not allow citizens to participate in the political process. The iron triangle lost its strength only after the collapse of the economic bubble in the 1990s. With urban development failing to meet the needs of the citizens and the iron triangle having lost its strength, citizens groups began to assert more influence over the city’s governance. Successes for the citizens groups and growing media attention prompted the promulgation of the Nonprofit Organizations Law of 1998 (“NPO Law”). The NPO Law created a framework for a nonprofit sector and began to strengthen its legitimacy. Unlike past attempts to introduce a viable nonprofit sector, the NPO Law came at a time when the political and economic environments of the city allowed for outside influence in the political process. While the foundation has now been laid for a viable nonprofit sector, the sector must gain legitimacy and independence before it is a truly viable means to public participation. With increased legitimacy and independence, Japan’s nonprofit sector will serve to improve the urban development scheme by balancing the interests of citizens and corporations and meet long-standing social goals

Granting Chevron Deference to IRS Revenue Rulings: The Charitable Thing to Do

The article focuses on the applicability of the standards of deference provided by the Chevron U.S.A. v. Natural Resources Defense Council, Inc. court case to U.S. Internal Revenue Service revenue rulings, and includes problems arising out of United States v. Mead Corp. court case

The Supreme Court\u27s Misstep: Revisiting the Holding of Corporation of Presiding Bishop of Church of Jesus Christ of Latter-day Saints v. Amos to Formulate an Appropriate Definition of Nonprofit Activity

Article published in the Michigan State University School of Law Student Scholarship Collection

Time to Step Up: Modeling the African American Ethnivestor for Self-Help Entrepreneurship in Urban America

When the United States Congress passed legislation in late 2000 to revitalize the urban core with incentives for equity investors, African Americans were inconspicuously absent as stakeholders in the enterprise. Subsidies in the form of tax credits were instead gobbled up by investor groups who developed upscale hotel-convention centers, high priced condominiums, and symphony orchestra venues that the pre-existing poor residents could not afford. The focus of this Article is not to blame those investors who took advantage of the opportunity, though they perverted the purpose of the subsidy. Rather, this Article seeks to identify a new substrata of the African American middle class who can step up to seize the opportunity for the benefit of the low income residents in the low income communities as the law was designed

Time to Step Up: Modeling the African American Ethnivestor for Self-Help Entrepreneurship in Urban America

When the United States Congress passed legislation in late 2000 to revitalize the urban core with incentives for equity investors, African Americans were inconspicuously absent as stakeholders in the enterprise. Subsidies in the form of tax credits were instead gobbled up by investor groups who developed upscale hotel-convention centers, high priced condominiums, and symphony orchestra venues that the pre-existing poor residents could not afford. The focus of this Article is not to blame those investors who took advantage of the opportunity, though they perverted the purpose of the subsidy. Rather, this Article seeks to identify a new substrata of the African American middle class who can step up to seize the opportunity for the benefit of the low income residents in the low income communities as the law was designed

Chapter 11 Reorganization and the Fair and Equitable Standard: How the Absolute Priority Rule Applies to All Nonprofit Entities

(Excerpt) The remainder of this Article proceeds in two stages. First, Parts II, III, and IV provide the background necessary to develop the theory. Part II chronicles the development of the fair and equitable standard and the absolute priority rule. This history is important to understanding the interconnectedness of the rule with the standard. Part III details the key functions of the absolute priority rule and the rule’s application to for-profit entities, with an emphasis on concerns regarding its compatibility with close corporations. This review highlights how courts’ current application of the absolute priority rule to nonprofits contravenes the rule’s purposes and deviates from the rule’s application to functionally similar for-profit entities, thereby creating situations in which plans that courts otherwise may reject are confirmed simply because the reorganizing entities are nonprofits. Next, before the Article sets forth a theory that reconciles this deviation, Part IV overviews the limited body of case law analyzing the rule’s operation in nonprofit bankruptcies. This overview provides one of the first compilations of cases dealing with nonprofit bankruptcies and begins to create a history of nonprofit reorganization. The last three parts of the Article develop a theory of how the absolute priority rule, by way of its core tenets, applies to all nonprofit entities through the fair and equitable standard. Combining the insights of Parts II and III with current case law, Part V first sets forth the theory and then provides examples of the theory’s application. Part VI suggests criticisms of the theory and, responding to those criticisms, explores the implications of applying Chapter 11 to nonprofits. Finally, Part VII offers concluding thoughts about the expanded utility of the absolute priority rule