Business Law, Public Responsibility, and Ethics Commons^™

The Hidden Scams In Business & Finance, Jake Patten, Carter Harrell, Claude Auguste, Sheldon Jerome Downing Ii

ENGL 1102 Showcase

For our research papers, we chose to look into different kinds of scams lurking in the business world, and how they can affect businesses and society as a whole. There are hundreds of different scams at any given time, but we decided to focus on lesser-known scams that the majority of people don't even think about. These scams include rigged casinos, charity fraud, business email compromise, and embezzlement within smaller businesses.

We chose this topic in an attempt to bring more attention to the criminal side of the business world that people otherwise see as harmless. Especially with the recent …

The Compensation Committee Process, Dana Hermanson, James Tompkins, Rajaram Veliyath, Zhongxia Ye

James Tompkins

The article investigates the process used in executive compensation committees to meet their responsibilities, particularly noting the lack of research into the committee process itself. It discusses committee's areas of responsibility, approaches to meeting their responsibilities, and committee operational issues through the use of interviews with compensation committee members. It addresses themes of the interviews including achieving fair compensation, promoting the legitimacy of the committee's decisions, and monitoring the committee for appropriate behaviors. It comments on the tension between executive committees, shareholders, organizational management, and stakeholders.

The Mess At Morgan: Risk, Incentives And Shareholder Empowerment, Jill E. Fisch

All Faculty Scholarship

The financial crisis of 2008 focused increasing attention on corporate America and, in particular, the risk-taking behavior of large financial institutions. A growing appreciation of the “public” nature of the corporation resulted in a substantial number of high profile enforcement actions. In addition, demands for greater accountability led policymakers to attempt to harness the corporation’s internal decision-making structure, in the name of improved corporate governance, to further the interest of non-shareholder stakeholders. Dodd-Frank’s advisory vote on executive compensation is an example.

This essay argues that the effort to employ shareholders as agents of public values and, thereby, to inculcate corporate …

Remic Tax Enforecement As Financial-Market Regulator, Bradley T. Borden, David J. Reiss

Bradley T. Borden

Lawmakers, prosecutors, homeowners, policymakers, investors, news media, scholars and other commentators have examined, litigated, and reported on numerous aspects of the 2008 Financial Crisis and the role that residential mortgage-backed securities (RMBS) played in that crisis. Big banks create RMBS by pooling mortgage notes into trusts and selling interests in those trusts as RMBS. Absent from prior work related to RMBS securitization is the tax treatment of RMBS mortgage-note pools and the critical role tax enforcement should play in ensuring the integrity of mortgage-note securitization.

This Article is the first to examine federal tax aspects of RMBS mortgage-note pools formed …

Who Calls The Shots?: How Mutual Funds Vote On Director Elections, Stephen J. Choi, Jill E. Fisch, Marcel Kahan

All Faculty Scholarship

Shareholder voting has become an increasingly important focus of corporate governance, and mutual funds control a substantial percentage of shareholder voting power. The manner in which mutual funds exercise that power, however, is poorly understood. In particular, because neither mutual funds nor their advisors are beneficial owners of their portfolio holdings, there is concern that mutual fund voting may be uninformed or tainted by conflicts of interest. These concerns, if true, hamper the potential effectiveness of regulatory reforms such as proxy access and say on pay. This article analyzes mutual fund voting decisions in uncontested director elections. We find that …

International Strategic Alliance, Mohd Arif

Mohd Arif

A Strategic Alliance is a relationship between firms to creat more value than they can on their own

Corporate Ethics And Ceo Compensation, Martin Mack

Senior Honors Projects

Corporate ethics and chief executive officer (CEO) compensation will be forever linked together. The dramatic increase in recent corporate scandals has driven increased scrutiny of the enormous executive salaries that CEOs collect each year. The connection between these two topics led me to explore how executive compensation plans are designed and how ethics affect executives’ decision making. In this paper I try to determine which financial factors are the best indicators of a CEO’s compensation. I also examine how profitable a company is with an ethical CEO compared to a company with an unethical CEO. The companies I use are …

Shareholder Democracy On Trial: International Perspective On The Effectiveness Of Increased Shareholder Power, Lisa Fairfax

All Faculty Scholarship

Shareholder democracy - efforts to increase shareholder power within the corporation - appears to have come of age, both within the United States and abroad. In the past few years, U.S. shareholders have worked to strengthen their voice within the corporation by seeking to remove perceived impediments to their voting authority. These impediments include classified boards, the plurality standard for board elections, and the inability to nominate directors on the corporation's ballot. Shareholders' efforts have also extended to seeking a voice on the compensation of corporate officers and directors. Advocates of shareholder democracy believe that such efforts are critical to …

The Missing Monitor In Corporate Governance: The Directors' And Officers' Liability Insurer, Tom Baker, Sean J. Griffith

All Faculty Scholarship

This article reports the results of empirical research on the monitoring role of directors’ and officers’ liability insurance (D&O insurance) companies in American corporate governance. Economic theory provides three reasons to expect D&O insurers to serve as corporate governance monitors: first, monitoring provides insurers with a way to manage moral hazard; second, monitoring provides benefits to shareholders who might not otherwise need the risk distribution that D&O insurance provides; and third, the “bonding” provided by risk distribution gives insurers a comparative advantage in monitoring. Nevertheless, we find that D&O insurers neither monitor corporate governance during the life of the insurance …

Shareholders, Unicorns And Stilts: An Analysis Of Shareholder Property Rights, Benedict Sheehy

Benedict Sheehy

Abstract: Shareholders rights advocates argue that shareholders have the right to control the corporation. This article examines the basis for the claims. It begins with an analysis of rights, then moves to an analysis of legal rights, which is followed by an analysis of property rights as a species of legal rights. The article then examines the historical context, rationale and development of shareholder rights which leads to the analysis of current shareholders’ rights. The article concludes with some comments and suggestions concerning future development of corporate governance thinking.