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Washington and Lee Law Review - Volume 76:1


by Mirit Eyal-Cohen

The standard narrative of entrepreneurship is one of self-employed creative individuals working out of their garage or independently owned start-up companies. Intrapreneurship—where employees are responsible for being alert to new opportunities inside firms—is another model for developing innovations. Relatively little is known, however, about the latter process through which large, complex firms engage in groundbreaking corporate entrepreneurship.

This Article’s focus is on these types of innovation agents. It provides a thorough account of the positive and negative spillovers of intrapreneurial firms while making the following key points: First, intrapreneurial companies utilize their economies of scale, scope, and age to deliver innovations to the masses. They transform ideas, labor, and raw materials into tangible assets that can be traded in the market. Second, in doing so they offer individual entrepreneurs opportunities to capitalize their knowledge. Sustaining entrepreneurs’ prospects for supra-competitive profits is the main engine that motivates the latter to invest in discoveries in the first place. Lastly, intrapreneurial firms also serve as greenhouses for entrepreneurship through the migration of their own talented labor in the market.

While these spillovers have tremendous societal benefits, they can also introduce harms. First, the race for the next breakthrough might result in anticompetitive behavior by rivals who conspire with employees-intrapreneurs to leave their firms and take with them confidential information. Second, intrapreneurs often aspire to undertake their own independent journey. In so doing, they leave secure positions and high salaries while carrying valuable knowledge and expertise. This, in return, often prompts intrapreneurial firms to act opportunistically and lock-in or lock-out intrapreneurs in restrictive and wasteful arrangements. As a solution, this Article proposes ways law can balance the positive and negative spillovers of intrapreneurship and ways the tax system can help achieve such result.


by Eric C. Chaffee

By understanding the corporation as a collaboration between the government and the individuals organizing, operating, and owning the corporation, the impermissibility of aggressive corporate tax avoidance becomes apparent.The history of the debate over the essential nature of the corporation is substantial. This debate has been reinvigorated by the Supreme Court’s recent opinions, Citizens United v. Federal Election Commission and Burwell v. Hobby Lobby Stores, Inc., which explore the scope of corporate rights. This article examines how essentialist theories of the corporation should inform the permissibility of corporate tax avoidance and argues that aggressive corporate tax avoidance is legally impermissible based upon the essential nature of the corporate form.