Month: February 2007

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Sirius-XM “Merger of Equals” Faces Regulatory Challenge

SIRIUS Satellite Radio and XM Satellite Radio announced plans for a “tax-free, all-stock merger of equals” in which XM shareholders will receive 4.6 shares of SIRIUS common stock per 1 share of XM stock owned.[1]  The planned merger has raised eyebrows as to whether the Federal Communications Commission (FCC) will approve the combination, particularly as under a current FCC rule SIRIUS and XM are prohibited from acquiring each other’s licenses.[2]  Based on this FCC rule, one has to wonder whether this is termed a “merger of equals,” despite what looks like an acquisition of XM by SIRIUS, to evade harsher FCC scrutiny.

I.  Terms of the Merger… of “Equals”?

Although termed a “merger of equals,” this transaction appears to fit the model of an acquisition of XM by SIRIUS.[3]  For one, XM shareholders will receive a certain amount of SIRIUS stock in exchange for their XM shares[4].  Second, XM shareholders

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“The Irony of All of This, Is that They Failed to See the Irony of All This.”[1]

An Analysis of the Struggle Between American Law Schools and the Recruiters of the Department of Defense and the Judge Advocate General Corps. 

By: Collin F. Delaney, Editor*

*In the interest of full disclosure, the author accepted an offer to serve in the Air Force Judge Advocate General Corps’ Summer Intern Program in May-August of 2007. The views expressed in this article are solely those of the author.

I: Dear Abby

It was none other the iconic American advice columnist Dear Abby who noted, “fighting fire with fire only gets you ashes.”[2]. Despite the truth to Dear Abby’s statement, much of the United States’ social policy fails to heed this advice so readily accessible in our daily newspapers. Centuries of racial discrimination in this nation was perplexingly countered with affirmative action and other forms of racial quotas. Apparently, lawmakers felt that implementing prejudicial policies would be the best way to

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Loophole in the U.S.A. Patriot Act enables Financial Institutions to provide services to undocumented immigrants

Bank of America recently announced its plan to nationalize its pilot program which provides credit cards to individuals who do not have credit histories and social security numbers. These individuals only need to have maintained overdraft-free checking accounts with Bank of America for at least three months and have a taxpayer identification number.[1] This program, which has been the target of criticism, is the latest of a series of programs commenced by various financial institutions that allows undocumented immigrants and other non-U.S. resident aliens to obtain certain financial services that would not have otherwise been available to them. Although Bank of America has asserted that its program complies with U.S. banking and anti-money laundering laws, many critics argue that this program opens business to illegal immigrants and undermines the anti-money laundering efforts of the U.S.A Patriot Act of 2001. [2]

The U.S.A. Patriot Act of 2001 is a comprehensive anti-terrorism

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Investing in Privatized Municipal Infrastructure: Accounting for the Legal Risks

Fortune Magazine recently declared privatized municipal infrastructure “one of the hottest asset classes in the U.S.” [1] Banks and private-equity firms alike are lining up to bid on toll roads, parking garages, and for the first time ever a major U.S. airport. The city of Chicago has plans to privatize Midway Airport, which could go for as much as $3 billion. [2]

Chicago is not new to the privatization game. In fact, the city’s lucrative skyway deal became a model for raising government capital to fund highway construction and pay down debt. In 2004 the city received almost $2 billion in exchange for a 99 year toll road lease. [3] Neighboring Indiana recently announced plans to lease a toll road for 75 years to a Spanish-Australian consortium in exchange for $3.85 billion. [4] It plans to use the money to fund over 130 local road projects. [5] Investors like such

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Can Bush’s Health Insurance Tax Proposal Help Solve American Healthcare Woes?

Perhaps the most hot button issue in domestic politics these days is the growing healthcare problem in the United States. In 2004, nearly “46 million Americans, or 15.7 percent of the population, were without health insurance.” [1] While the majority of Americans receive healthcare insurance through their employers, the issue has been exacerbated by rising healthcare costs, limited coverage, “an increasing reliance on part-time and contract workers who are not eligible for coverage,” and “small employers [who] cannot afford to offer health benefits.” [2] Further, even the insured are being asked to make larger contributions for their coverage, forcing many to remain uninsured because they cannot afford these contributions. [3] During his State of the Union Address on January 23, 2007, President Bush sought to tackle the issue by proposing to tax healthcare benefits but to also offer a $15,000 standard deduction or $7,500 deduction for those filling single. [4] … Read the rest

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No Just Compensation, Just Representation?

I. Introduction


To attain the office of the Chief Justice of the United States is to
reach the culmination of a prestigious legal career in public service. 
It is a guaranteed opportunity to go down in the history books, to
impact the world – some might even call it attaining "legal
immortality." [1]


But if this is so, why is Judge Judy making more than 100 times
Chief Justice Roberts' salary?  Her $25 million annual salary [2] makes
Roberts' newly inflated one of $212,000 [3] appear as laughable as some
of the more ludicrous plaintiffs that walk into her made-for-TV
courtroom.

II: Chief Justice Roberts' Constitutional Crisis


The underpaid federal judiciary is an old story, told by the
succession of Chief Justices like a family fable passed down through
the generations. The moral of the story remains constant from Chief Justice Burger in 1969 and through Chief Justice Rehnquist's 19-year

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The Classical Legacy of Admiralty: The Pre-Roman World (Part One of a Two-Part Series)

The classical world, western civilization from the dawn of written history to the fall of the Roman Empire [1] in 476 A.D., [2] was dependant on the arteries of transportation that crisscrossed Europe, the Middle East, and Africa.  Like the modern world, no state existed entirely in a vacuum.  Whether an empire or a city-state lived or died depended largely on its ability to move people and materials efficiently.  What we know today as admiralty and maritime law has its earliest roots in the classical period. [3] This body of law was highly developed in antiquity when compared with other legal subjects, especially considering that many admiralty law doctrines are unchanged from their ancient states.  Studying the state of admiralty in ancient history sheds much light on the reasons why admiralty is the way it is today, and why it differs from other doctrinal areas of law.

One half of

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When Coach Blows the Whistle are you out of Bounds?

     Everyone likes to make a quick buck.  In the summer, garage sales are common in neighborhoods.  Some towns hold flea markets.  Small carts with various items for sale adorn the aisles of most shopping malls.  People sell items on Ebay.  At any one of these places you might find a knockoff designer good for sale.  As a kid, I had my fake Oakley sunglasses.  Just recently, my sister returned from New York having purchased a knockoff Prada bag from a street vendor.  Knockoff or fake designer goods exist, but what happens if you sell such goods here in Illinois and hold them out to be real? [1]  How about selling such goods here in Illinois and holding them out to be fake?  This article will seek to generally answer these questions for non-internet based sales in Illinois.

     The Illinois Consumer Fraud and Deceptive Practices Act deems fraudulent

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The Business of Surveillance: Balancing Concerns Over Ubiquitous Technology

Since the events of September 11, there has been increased concern regarding security.  To address these concerns, many private and public companies have looked to using various “ubiquitous” technologies to provide surveillance and security services.  For example, the global video surveillance industry has seen a boost in growth.  Joe Freeman, president of J.P. Freeman Co. Inc., expects the $7 billion global video surveillance industry to almost double within the next few years. [1]  As the market for ubiquitous technologies continues to grow and then technology itself improves, some critics grumble that we are ensuring our security at the expense of privacy.

A technology that has come under scrutiny when discussing privacy is Radio Frequency Identification (RFID).  RFID draws its foundation in the barcodes and UPC codes found on many products in use today.  A reader sends a radio signal to a RFID tag or transponder.  The RFID tag responds to

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Defeating the Purpose of the Tax Penalty – An Exercise in Underdeterrence

I. Introduction

The IRS has, in the opinion of this
author, a (not so) popular reputation for coming down on taxpayers
hard,inconsistently and infrequently.  Given this perception and
perhaps this reality of relative infrequence of consequence on
taxpayers engaging in funny business, it makes sense that the Internal
Revene Code be given some other teeth to guard against such
shenanigans.  In general, the tooth of choice is the threat of heavy
monetary penalties.  Unfortunately, a recent tax decision coming out of
a Texas federal district court could mark the beginnings of a shift
against the imposition of penalties on tax evaders — a shift that
could embolden an already scarily bold nation of tax-shirkers.

II. Analysis

The case, Klamath Strategic Investment Fund, LLC v. U.S.,
reads for the most part like your run of the mill tax shelter case.[1] 
Two attorneys, faced with the receipt of some substantial income

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