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Full-Text Articles in Business
On The Nature Of Corporations, Lynn A. Stout
On The Nature Of Corporations, Lynn A. Stout
Cornell Law Faculty Publications
Legal experts traditionally distinguish corporations from unincorporated business forms by focusing on corporate characteristics like limited shareholder liability, centralized management, perpetual life, and free transferability of shares. While such approaches have value, this essay argues that the nature of the corporation can be better understood by focusing on a fifth, often-overlooked, characteristic of corporations: their capacity to "lock in" equity investors' initial capital contributions by making it far more difficult for those investors to subsequently withdraw assets from the firm. Like a tar pit, a corporation is much easier for equity investors to get into, than to get out of. …
Dummy Boards And Bored Dummies: Changes Needed At Bauer Holdings, Justin Craig, James Bergmuller
Dummy Boards And Bored Dummies: Changes Needed At Bauer Holdings, Justin Craig, James Bergmuller
Justin B. Craig
Frank Bauer rules Bauer Holdings by stealth and sees no reason why he should consider giving up his position as Chairman of the board. In this way, Frank is like many business leaders who have been involved in a multi-generational business since its founding. One of Frank's sons holds a position on the board and although Frank wants this son to eventually take over the business, the anointed son does not have the skills required or the passion to pursue the position. The third generation Bauers' are now questioning their involvement in the business and what role, if any, they …