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Articles 1 - 30 of 53
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Reconciling Corporate Interests With Broader Social Interests - Pursuit Of Corporate Interests Beyond Shareholder Primacy, Yong-Shik Lee
Reconciling Corporate Interests With Broader Social Interests - Pursuit Of Corporate Interests Beyond Shareholder Primacy, Yong-Shik Lee
William & Mary Business Law Review
A seminal case in corporate law, Dodge v. Ford Motor Co., set the cardinal principle that corporations must serve the interests of shareholders rather than the interests of employees, customers, or the community. This principle, referred to as “shareholder primacy,” has been considered a tenet of the fiduciary duty owed by corporate directors. Scholars have disagreed on the current legal status of shareholder primacy. This Article examines the controversy in light of the current state legislation and case law. Regardless of its current legal status, shareholder primacy has influenced corporate behavior and encouraged short-term profit-seeking behavior with significant social …
The Use And Misuse Of Fiduciary Duties: Corporate Social Responsibility And The Standard Of Review, Jonathan R. Povilonis
The Use And Misuse Of Fiduciary Duties: Corporate Social Responsibility And The Standard Of Review, Jonathan R. Povilonis
William & Mary Business Law Review
This Article provides a crucial corrective to the “corporate social responsibility” debate, which concerns whether corporations have the obligation to protect or serve the interests of groups other than their shareholders, like employees or customers (often called “stakeholders”). Scholars on one side of the debate have repeatedly presumed that corporate directors’ fiduciary duties to shareholders play an important role in protecting shareholders from decisions that favor stakeholders at their expense. Scholars on the other side agree that fiduciary duties provide meaningful protection against unfavorable conduct but argue that directors should also owe fiduciary duties to stakeholders so they may be …
Fiduciary Judgment Rules, Julian Velasco
Fiduciary Judgment Rules, Julian Velasco
William & Mary Law Review
Because of the strong moral rhetoric and robust equitable remedies available in fiduciary law, it is not surprising to find lawyers and legal scholars seeking to expand the reach of fiduciary law principles into new relationships and new areas of law. However, expansion often does not work very well because of the demanding and pervasive nature of fiduciary duties. Thus, jurists often turn to the business judgment rule and its policy of underenforcement of fiduciary duties as a way to fit fiduciary law principles into other areas of law. The problem with this approach is that it is based on …
Designing Dual-Class Sunsets: The Case For A Transfer-Centered Approach, Marc T. Moore
Designing Dual-Class Sunsets: The Case For A Transfer-Centered Approach, Marc T. Moore
William & Mary Business Law Review
Dual-class stock (DCS) structures, and their implications for managerial accountability and corporate governance more broadly, have become prevalent concerns for corporate lawyers and policymakers. Recent academic and practitioner debates on DCS have tended to focus less on the general merits and drawbacks of DCS versus one share/one vote structures, and more on the specific common-ground concern as to whether and how such structures are subjected to contingent reversal or “sunset”. This Article compares the relative advantages and disadvantages of time-, ownership- and transfer-centered models of DCS sunset provisions. It argues in favor of the transfer-centered model on the grounds that: …
Guardians Of The Galaxy: How Shareholder Lawyers Won Big For Their Clients And Vindicated The Integrity Of Our Economy, Daniel J. Morrissey
Guardians Of The Galaxy: How Shareholder Lawyers Won Big For Their Clients And Vindicated The Integrity Of Our Economy, Daniel J. Morrissey
Loyola of Los Angeles Law Review
Securities class actions are the most economically significant form of litigation. Highly skilled lawyers expend huge sums and relentless efforts in these matters but because of the costs involved and the potential for enormous liability very few of them ever make it to trial. This Article is the story of one that did, a mammoth fraud where a jury returned a $1.5 billion verdict that, with interest, increased to almost $2.5 billion by the time the case reached the appellate court.
There the Court upheld the shareholders’ theory that their damages could be measured by the excessive amounts they had …
Rethinking Corporate Governance For A Bondholder Financed, Systemically Risky World, Steven L. Schwarcz
Rethinking Corporate Governance For A Bondholder Financed, Systemically Risky World, Steven L. Schwarcz
William & Mary Law Review
This Article makes two arguments that, combined, demonstrate an important synergy: first, including bondholders in corporate governance could help to reduce systemic risk because bondholders are more risk averse than shareholders; second, corporate governance should include bondholders because bonds now dwarf equity as a source of corporate financing and bond prices are increasingly tied to firm performance.
Lack Of Marketability And Minority Discounts In Valuing Close Corporation Stock: Elusiveness And Judicial Synchrony In Pursuit Of Equitable Consensus, Stephen J. Leacock
Lack Of Marketability And Minority Discounts In Valuing Close Corporation Stock: Elusiveness And Judicial Synchrony In Pursuit Of Equitable Consensus, Stephen J. Leacock
William & Mary Business Law Review
This Article discusses the often subtle tasks faced by the courts in construing close corporations law, which is state law. The judiciary in individual states has skillfully managed the invention, continuing development and ongoing evolution of lack of marketability and minority discounts as it strives to honor its constitutional mandate to resolve controversies between minority and majority shareholders in close corporations relating to valuing close corporations stock. These controversies arise in the context of share transactions in such corporations. Close corporations are traditionally not listed on stock exchanges, and the legislatures in some states have, in some instances, helped to …
Beyond Crosby V. Beam: Ohio Courts Extend Protection Of Minority Stockholders Of Close Corporations, Kathleen L. Kuhlman
Beyond Crosby V. Beam: Ohio Courts Extend Protection Of Minority Stockholders Of Close Corporations, Kathleen L. Kuhlman
Akron Law Review
This Comment explores the possible ramifications of viewing working minority shareholders as term employees on both close corporation law and at-will-employment law in Ohio. Part I discusses the background and emergence of the heightened fiduciary duty owed by the majority stockholders to the minority stockholders in closely held corporations and the resultant protection of the minority. Part II discusses the current standing of the employment at-will doctrine and what protections exist for at-will employees in Ohio. Part III examines recent Ohio case law that compares close corporation employment with at-will-employment and analyzes the courts' reasoning behind creating a new exception …
Corporation Code Sections 309 And 1203: California Redefines Directors' Duties Towards Shareholders, Ernest F. Batenga, Mark Willis
Corporation Code Sections 309 And 1203: California Redefines Directors' Duties Towards Shareholders, Ernest F. Batenga, Mark Willis
Pepperdine Law Review
No abstract provided.
The New Shareholder Power, John C. Carter
The Supreme Court And The Shareholder Litigant: Basic, Inc. V. Levinson In Context, Jayne W. Barnard
The Supreme Court And The Shareholder Litigant: Basic, Inc. V. Levinson In Context, Jayne W. Barnard
Pepperdine Law Review
No abstract provided.
Ending The Silence: Shareholder Derivative Suits And Amending The Dodd-Frank Act So "Say On Pay" Votes May Be Heard In The Boardroom, William Alan Nelson Ii
Ending The Silence: Shareholder Derivative Suits And Amending The Dodd-Frank Act So "Say On Pay" Votes May Be Heard In The Boardroom, William Alan Nelson Ii
University of Miami Business Law Review
No abstract provided.
D & O Insurance: A Primer, Lawrence J. Trautman, Kara Altenbaumer-Price
D & O Insurance: A Primer, Lawrence J. Trautman, Kara Altenbaumer-Price
American University Business Law Review
No abstract provided.
Is United States Corporate Tax Policy Outsourcing America - A Critical Analysis Of The Proposed Tax Holiday For Trapped Cfc Earnings, Robert Bloink
Is United States Corporate Tax Policy Outsourcing America - A Critical Analysis Of The Proposed Tax Holiday For Trapped Cfc Earnings, Robert Bloink
Villanova Law Review
THE debate about how best to reform U.S. corporate tax policy has focused almost exclusively on making U.S. corporations more competitive globally. But the debate often glosses over tax policy's effect on the ultimate beneficiaries of corporate success and failure—U.S. corporate stakeholders. The assumption often has been that healthy, competitive U.S. corporations equal healthy stakeholders—including shareholders, employees, and the U.S. populace as a whole. However, recent economic research has brought the assumption of "trickle down" success into question. This Article suggests an alternate path focused on enhancing the competitiveness of U.S. MNCs in the global economy while enhancing the welfare …
Bonding Limited Liability, Robert J. Rhee
Bonding Limited Liability, Robert J. Rhee
William & Mary Law Review
Limited liability is considered a “birthright” of corporations. The concept is entrenched in legal theory, and it is a fixed reality of the political economy. But it remains controversial. Scholarly debate has been engaged in absolute terms of defending the rule or advocating its abrogation. Though compelling, these polar positions, often expressed in abstract arguments, are associated with disquieting effects. Without limited liability, efficiency may be severely compromised. With it, involuntary tort creditors bear some of the cost of an enterprise. Most other proposals for reforming limited liability have been incremental, such as modifying veil-piercing. However, neither absolutism nor marginalism …
Director Compliance With Elusive Fiduciary Duties In A Climate Of Corporate Governance Reform, Nadelle Grossman
Director Compliance With Elusive Fiduciary Duties In A Climate Of Corporate Governance Reform, Nadelle Grossman
Fordham Journal of Corporate & Financial Law
No abstract provided.
Partner To Plutocrat: The Separation Of Ownership From Management In Emerging Capital Markets - 19th Century Industrial America, Christian C. Day
Partner To Plutocrat: The Separation Of Ownership From Management In Emerging Capital Markets - 19th Century Industrial America, Christian C. Day
University of Miami Law Review
No abstract provided.
Corporate-Owned Life Insurance: Another Financial Scheme That Takes Advantage Of Employees And Shareholders, Susan Lorde Martin
Corporate-Owned Life Insurance: Another Financial Scheme That Takes Advantage Of Employees And Shareholders, Susan Lorde Martin
University of Miami Law Review
No abstract provided.
The Provisional Director Remedy For Corporate Deadlock: A Proposed Model Statute, Susanna M. Kim
The Provisional Director Remedy For Corporate Deadlock: A Proposed Model Statute, Susanna M. Kim
Washington and Lee Law Review
No abstract provided.
Behavioral Finance And Investor Governance, Lawrence A. Cunningham
Behavioral Finance And Investor Governance, Lawrence A. Cunningham
Washington and Lee Law Review
No abstract provided.
Shareholders' Preemptive Rights In West Virginia, Lori A. Dawkins
Shareholders' Preemptive Rights In West Virginia, Lori A. Dawkins
West Virginia Law Review
No abstract provided.
Liability Of Officers, Directors And Stockholders Under Cercla: The Case For Adopting State Law, Richard G. Dennis
Liability Of Officers, Directors And Stockholders Under Cercla: The Case For Adopting State Law, Richard G. Dennis
Villanova Law Review
No abstract provided.
The Fiduciary Rights Of Shareholders, John C. Carter
The Fiduciary Rights Of Shareholders, John C. Carter
William & Mary Law Review
No abstract provided.
Alleging Demand Futility In Federal Court
Alleging Demand Futility In Federal Court
Washington and Lee Law Review
No abstract provided.
Rule 10b-5 And Santa Fe--Herein Of Sue Facts, Shame Facts, And Other Matters, Harvey Gelb
Rule 10b-5 And Santa Fe--Herein Of Sue Facts, Shame Facts, And Other Matters, Harvey Gelb
West Virginia Law Review
No abstract provided.
Gabhart V. Gabhart: An Indiana Response To Corporate Freeze-Outs, Ronald B. Given
Gabhart V. Gabhart: An Indiana Response To Corporate Freeze-Outs, Ronald B. Given
Indiana Law Journal
No abstract provided.
Assuring Fairness In Corporate Mergers: Recent State Trends
Assuring Fairness In Corporate Mergers: Recent State Trends
Washington and Lee Law Review
No abstract provided.
Reformation In Corporate Law: Equal Opportunity Must Be Afforded Minority Stockholders In Any Transaction In Shares By Those In Control: Jones V. Ii. F. Ahmanson, Michael D. O'Connor
Reformation In Corporate Law: Equal Opportunity Must Be Afforded Minority Stockholders In Any Transaction In Shares By Those In Control: Jones V. Ii. F. Ahmanson, Michael D. O'Connor
Indiana Law Journal
No abstract provided.
Subchapter S And The One Class Of Stock Requirement
Subchapter S And The One Class Of Stock Requirement
Washington and Lee Law Review
No abstract provided.
Corporations - Nominee Voting In A Proxy Contest, James L. Vitol
Corporations - Nominee Voting In A Proxy Contest, James L. Vitol
William & Mary Law Review
No abstract provided.