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Business Law, Public Responsibility, and Ethics Commons™
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Articles 1 - 9 of 9
Full-Text Articles in Business Law, Public Responsibility, and Ethics
Top Cop Or Regulatory Flop? The Sec At 75, Jill E. Fisch
Top Cop Or Regulatory Flop? The Sec At 75, Jill E. Fisch
All Faculty Scholarship
In their forthcoming article, Redesigning the SEC: Does the Treasury Have a Better Idea?, Professors John C. Coffee, Jr., and Hillary Sale offer compelling reasons to rethink the SEC’s role. This article extends that analysis, evaluating the SEC’s responsibility for the current financial crisis and its potential future role in regulation of the capital markets. In particular, the article identifies critical failures in the SEC’s performance in its core competencies of enforcement, financial transparency, and investor protection. The article argues that these failures are not the result, as suggested by the Treasury Department Blueprint, of a balkanized regulatory system. Rather, …
The New Dividend Puzzle, William W. Bratton
The New Dividend Puzzle, William W. Bratton
All Faculty Scholarship
No abstract provided.
Enron, Sarbanes-Oxley And Accounting: Rules Versus Principles Versus Rents, William W. Bratton
Enron, Sarbanes-Oxley And Accounting: Rules Versus Principles Versus Rents, William W. Bratton
All Faculty Scholarship
No abstract provided.
Shareholder Value And Auditor Independence, William W. Bratton
Shareholder Value And Auditor Independence, William W. Bratton
All Faculty Scholarship
This Article questions the practice of framing problems concerning auditors’ professional responsibility inside a principal-agent paradigm. If professional independence is to be achieved, auditors cannot be enmeshed in agency relationships with the shareholders of their audit clients. As agents, the auditors by definition become subject to the principal’s control and cannot act independently. For the same reason, auditors’ duties should be neither articulated in the framework of corporate law fiduciary duty, nor conceived relationally at all. These assertions follow from an inquiry into the operative notion of the shareholder-beneficiary. The Article unpacks the notion of the shareholder and tells a …
Berle And Means Reconsidered At The Century's Turn, William W. Bratton
Berle And Means Reconsidered At The Century's Turn, William W. Bratton
All Faculty Scholarship
No abstract provided.
From Legitimacy To Logic: Reconstructing Proxy Regulation, Jill E. Fisch
From Legitimacy To Logic: Reconstructing Proxy Regulation, Jill E. Fisch
All Faculty Scholarship
On October 16, 1992, after a comprehensive review of its system of proxy regulation and after two separate amendment proposals that drew more than 1700 letters of comment from the public, the Securities and Exchange Commission (the "Commission" or the "SEC") voted to reform the federal proxy rules. The reforms were "intended to facilitate shareholder communications and to enhance informed proxy voting, and to reduce the cost of compliance with the proxy rules for all persons engaged in a proxy solicitation.' The SEC explained the amendments by stating that the rules were "impeding shareholder communication and participation in the corporate …
Self-Regulation, Normative Choice, And The Structure Of Corporate Fiduciary Law, William W. Bratton
Self-Regulation, Normative Choice, And The Structure Of Corporate Fiduciary Law, William W. Bratton
All Faculty Scholarship
No abstract provided.
Confronting The Ethical Case Against The Ethical Case For Constituency Rights, William W. Bratton
Confronting The Ethical Case Against The Ethical Case For Constituency Rights, William W. Bratton
All Faculty Scholarship
No abstract provided.
The Economics And Jurisprudence Of Convertible Bonds, William W. Bratton
The Economics And Jurisprudence Of Convertible Bonds, William W. Bratton
All Faculty Scholarship
Professor Bratton examines judicial regulation of issuer-bondholder conflicts of interest within three different, but closely related doctrinal frameworks: neoclassical contract interpretation; contract avoidance; and corporate law fiduciary restraint. After discussing the elements of convertible bond valuation and their interaction with issuer actions giving rise to conflicts of interest, he evaluates the case for judicial intervention to protect bondholder interests. He concludes that ·bondholder protective intervention is fair and tolerably efficient, provided it is kept within the bounds of contract interpretation. But he finds that more aggressive judicial intervention under the frameworks of contract avoidance and fiduciary restraint carries an unnecessary …