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8 Md. L. F. 1 (1978-1979)

handle is hein.journals/marylf8 and id is 1 raw text is: EDITOR'S NOTE
In today's business world, corporations face a multitude of complex legal problems the diversity of which is
constantly increasing as entrepreneurs continue to explore new avenues of commerce. The authors in this issue
of The Maryland Law Forum have analyzed a number of these problems as they concern attorneys and their
business clients.
One of the most significant decisions in the life of any business is the initial choice of an operating form.
Although numerous options are available, the ultimate choice is often between operating as a corporation ora
partnership. Robert A. Rombro (p. 22) discusses the major tax and nontax factors that an attorney should
consider in determining whether the corporate or partnership form of doing business better serves the needs of
his client. Mr. Rombro emphasizes the importance of considering the individual circumstances of each client,
and warns that resorting to generalizations can be extremely hazardous.
For many corporations, government regulation is an inescapable fact of life. The intended beneficiary of the
regulatory process is, in most instances, the public. Frequently, however, because of inefficient and excessive
regulation, the benefits derived by the public are insufficient to offset the corresponding costs. In a corporate
policy statement, the Exxon Corporation (p. 34) highlights the need for an effective safeguard against excessive
government regulation. Exxon argues that public opinion is the only satisfactory mechanism for determining
whether the benefits produced by a particular regulation justify its costs. Public opinion, however, requires
public awareness; and most government regulations either are too complex or have too remote an effect for the
public to be aware of their impact. As Exxon points out, only in rare cases, such as the FDA saccharin ban, where
the average citizen is directly affected, is there sufficient public consciousness of the regulatory process to guard
against unwanted government regulation.
The enforcement of our antitrust laws is another facet of government regulation that has been the subject of
much criticism. As Peter H. Gunst (p. 41) explains, the government finds itself in a Catch 22 situation. Its
attempts to redress the most serious violations almost uniformly result in either costly, prolonged court battles
or inconsequential consent decrees. On the other hand, when the government pursues a small offender, it is
accused of wasting precious enforcement resources that could be better spent combatting the evils of increased
economic power in important industries. The solution to the problem, according to Mr. Gunst, lies in discovery
reform. If abuses of the discovery process can be eliminated, or at least substantially decreased, even the most
complex antitrust cases can be reduced to manageable proportions.
A new and controversial area of government regulation concerns the safety of consumer products. Robin Page
West (p. 14) discusses the role of the Consumer Product Safety Commission and explores the problems that have
arisen in connection with the Commission's promulgation of safety standards. Notwithstanding the difficulty
the Commission has encountered in implementing its rule-making process, Ms. West predicts that in the future,
the Commission will have an increasing impact on manufacturers, distributers, and sellers of consumer
products. As with most forms of regulation, compliance by private industry with the Commission's standards
will result in certain expenses being passed on to the public. But in view of the number of serious injuries
resulting each year from the use of consumer products, it is difficult to oppose expenditures for increased
product safety.
Whereas government regulation is primarily an external aspect of corporate life, the security of intellectual
property is an important matter of internal regulation for many corporations. In an article directed toward the
small corporation without in-house patent counsel, Thomas J. Macpeak (p. 4) outlines the essential factors to
be considered in formulating a corporate policy for the protection of patent rights and trade secrets. Despite the
complex nature of the patent system, an understanding by management of the patent law principles discussed
by Mr. Macpeak coupled with an ability to recognize potentially valuable subject matter should enable a small
corporation to keep pace with larger competitors.
Computer software is a highly specialized form of intellectual property the protection of which has caused
much consternation among attorneys and businessmen alike. Kevin Quinn (p. 48) explains how persons who
are familiar with the intricate functions of electronic data systems can totally destroy a corporate record bank,
reveal important corporate secrets, or steal millions of dollars from a corporate treasury. Mr. Quinn discusses
the methods by which computer criminals perpetrate their illegal deeds, and relates several of the more
outlandish cases of computer crime on record. Much of the problem in this area is attributable to the difficulty of
successfully prosecuting computer criminals under traditional concepts of theft and breaking and entering. Mr.
Quinn suggests some reforms needed to halt the proliferation of computer crime and bring computer criminals
to justice.
Finally, this issue of The Maryland Law Forum includes a new section on recent decisions. The purpose of
this section is to provide our readers with concise analyses of recent cases of significance to the practice of law in
Maryland.
Ronald E. Shapiro
Editor-in-Chief

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