Business Administration, Management, and Operations Commons^™

Acqui-Hiring, Gregg D. Polsky, John F. Coyle

Scholarly Works

Facebook, Google, and other leading technology companies in Silicon Valley have been buying start-up companies at a brisk pace. In many of these transactions, the buyer has little interest in acquiring the startup’s projects or assets. Instead, the buyer’s primary motivation is to hire some or all of the startup’s software engineers. These so-called “acqui-hires” represent a novel — and increasingly common — tool by which the largest and most successful technology companies in the world satisfy their intense demand for engineering talent.

To date, the acqui-hire has attracted no attention in the academic or professional legal literature. With this …

Voice Without Say: Why Capital-Managed Firms Aren’T (Genuinely) Participatory, Justin Schwartz

Justin Schwartz

Why are most capitalist enterprises of any size organized as authoritarian bureaucracies rather than incorporating genuine employee participation that would give the workers real authority? Even firms with employee participation programs leave virtually all decision-making power in the hands of management. The standard answer is that hierarchy is more economically efficient than any sort of genuine participation, so that participatory firms would be less productive and lose out to more traditional competitors. This answer is indefensible. After surveying the history, legal status, and varieties of employee participation, I examine and reject as question-begging the argument that the rarity of genuine …

Strategic Effects Of Three-Part Tariffs Under Oligopoly, Yong Chao

Yong Chao

The distinct element of a three-part tariff, compared with linear pricing or a two-part tariff, is its quantity target within which the marginal price is zero. This quantity target instrument enriches the firm's strategy set in dictating the competition to a specific level, even in the absence of usual price discrimination motive. With general differentiated linear demand system, the competitive effect of a three-part tariff in contrast to linear pricing depends on the degree of substitutability between products: competition is intensified when two products are more differentiated, yet softened when two products are more substitutable.

A Conflict Primacy Model Of The Public Board, Usha Rodrigues

Scholarly Works

e board of directors is the theoretical fulcrum of the corporate form: Statutes task the board with managing the corporation. Yet in the twentieth century, CEOs and other executives came to dominate the real-world control of the corporation. In light of this transformation, in the 1970s Melvin E. Eisenberg proposed reconceiving the board as an independent monitor. Eisenberg’s monitoring board is now the dominant regulatory model of the board. Recently two different visions of the board of directors have emerged. Stephen Bainbridge’s “director primacy” model calls directors “Platonic guardians,” and Margaret Blair and Lynn Stout’s “team production model” characterizes them …

Demanda De Institucionales Por Emisiones De Medianas Empresas, John Pineda Galarza

John Pineda Galarza

En abril de 2013 se concretó la primera emisión de papeles comerciales en el ámbito del Mercado Alternativo de Valores (MAV) la cual fue un éxito pues se logró una demanda de 3 a 1, sin embargo los inversionistas institucionales brillaron por su ausencia. En el presente artículo, se analizan los principales desincentivos que tienen inversionistas institucionales como las AFP para invertir en instrumentos emitidos por medianas empresas, planteando en ese sentido algunos temas pendientes en relación con el MAV.

Corporate Governance In China: How Does The State Influence Its Own Enterprises?, Kan Zhang

Brigham Young University International Law & Management Review

No abstract provided.

The International Trafficking In Arms Regulations: Precluding Innovation In Academic Spacecraft Engineering — Or Are They?, Jeremy Straub, Joe Vacek

Jeremy Straub

Government regulations and uncertainty about their enforcement can be a significant barrier to innovation. In business, it is undesirable to consume time and other resources developing a product that cannot be sold or which requires navigating significant bureaucracy for each sale. In academ-ia, where limited funding is available prior to the submission of a grant pro-posal and receipt of an award, proposal-stage compliance costs can derail a project long before it begins. This paper reviews the International Traffick-ing in Arms Regulations (ITAR) and their impact on spacecraft research in academia, private research labs and industry. It reviews the exemptions available, …

Intellectual Capital Disclosure And The Ipo Prospectus: An Exploratory Study, Keith Harman

Faculty Publications and Presentations

ICD (Intellectual Capital Disclosure) was studied via content analysis of IPO (Initial Public Offering) filings by retailers versus software companies. Data were obtained from 106 firms’ SEC S-1 filings between 2001 and 2011. Key findings were: (1) ICD increased over time, (2) significant differences in the type of IC disclosed, (3) Structural Capital was the type of IC most frequently disclosed, (4) consistency among firms regarding the frequency with which specific IC components (e.g. brands) were disclosed, and (5) no significant difference in ICD when comparing retailers and software companies.

The Merits Of Cooperative Corporate Governance In The Digital Age, Meredith-Anne Kurz

Meredith-Anne Kurz

No abstract provided.

The Danger Of Difference: Tensions In Directors’ View Of Corporate Board Diversity, Kimberly D. Krawiec, John M. Conley, Lissa L. Broome

Faculty Scholarship

This Article describes the results from fifty-seven interviews with corporate directors and a limited number of other persons (including institutional investors, search firm personnel, and the like) regarding their views on corporate board diversity. It highlights numerous tensions in these views. Most directors, for instance, proclaim that diverse boards are good, but very few directors can articulate their reasons for this belief. Some directors have suggested that diverse boards work better than non-diverse boards, but gave relatively few concrete examples of specific instances where a female or minority board member made a special contribution related to that director’s race or …

Mandating Board-Shareholder Engagement?, Lisa Fairfax

All Faculty Scholarship

This Article not only argues that corporations must be encouraged to enhance the level of communication between shareholders and the board, but also maintains that the benefits of increased engagement are significant enough that we should consider developing standards for incentivizing, if not mandating, more robust board-shareholder engagement for corporations that fail to respond to such encouragement. In the last several years, shareholders not only have gained increased authority over corporate elections and governance matters, but also have demonstrated a willingness to use that authority to challenge, and even reject, management policies and practices. Shareholders also have begun to demand …

Power Relationships And Authentic Organisational Learning : Daring To Break The Silence On Meaningful Dialogue In Policing Organisations, Lindsay B. Garratt

Theses: Doctorates and Masters

The 21st century presents great opportunities and threats for business: national and global markets are demanding high performance, innovation, creativity, and flexibility. Public sector organisations are continually asked to do more with less, with equal if not greater efficiency and creativity demands as the private sector. Organisational learning is a concept touted as an important and necessary strategy for organisations to keep pace with the rapid changing global environment that now plays host to opportunities as well as great economic and social volatility. However the reality for many is that they become proficient at the kind of organisational learning that …

Sue On Pay: Say On Pay’S Impact On Directors’ Fiduciary Duties, Lisa Fairfax

All Faculty Scholarship

This Article advances a normative case for using say on pay litigation to enhance the state courts’ role in policing directors’ compensation decisions. Outrage over what many perceive to be excessive executive compensation has escalated dramatically in recent years. In 2010, such outrage prompted Congress to mandate say on pay—a nonbinding shareholder vote on executive compensation. In the wake of say on pay votes, some shareholders have brought suit against directors alleging that a negative vote indicates a breach of directors’ fiduciary duties. To date, the vast majority of courts have rejected these suits. This Article insists that such rejection …

A Transactional Genealogy Of Scandal: From Michael Milken To Enron To Goldman Sachs, William W. Bratton, Adam J. Levitin

All Faculty Scholarship

Three scandals have reshaped business regulation over the past thirty years: the securities fraud prosecution of Michael Milken in 1988, the Enron implosion of 2001, and the Goldman Sachs “ABACUS” enforcement action of 2010. The scandals have always been seen as unrelated. This Article highlights a previously unnoticed transactional affinity tying these scandals together—a deal structure known as the synthetic collateralized debt obligation involving the use of a special purpose entity (“SPE”). The SPE is a new and widely used form of corporate alter ego designed to undertake transactions for its creator’s accounting and regulatory benefit.

The SPE remains mysterious …

Veil-Piercing Unbound, Peter B. Oh

Articles

Veil-piercing is an equitable remedy. This simple insight has been lost over time. What started as a means for corporate creditors to reach into the personal assets of a shareholder has devolved into a doctrinal black hole. Courts apply an expansive list of amorphous factors, attenuated from the underlying harm, that engenders under-inclusive, unprincipled, and unpredictable results for entrepreneurs, litigants, and scholars alike.

Veil-piercing is misapplied because it is misconceived. The orthodox approach is to view veil-piercing as an exception to limited liability that is justified potentially only when the latter is not, a path that invariably leads to examining …

A Conversation With Jeffrey N. Shane, April 12, 2012, Brian F. Havel

Brian Havel