Law Commons^™

Lunch Talk | The Department Of Financial Services And Bank Regulation In New York, Christine Tomczak

Ronald H. Filler Institute for Financial Services Law

No abstract provided.

Citizen Capitalism: How A Universal Fund Can Provide Influence And Income To All (2019), Lynn A. Stout, Sergio Gramitto, Tamara Belinfanti

Books

Corporations have a huge influence on the life of every citizen--this book offers a visionary but practical plan to give every citizen a say in how corporations are run while also gaining some supplemental income. It lays out a clear approach that uses the mechanisms of the private market to hold corporations accountable to the public.

This would happen through the creation of what the authors call the Universal Fund, a kind of national, democratic, mega mutual fund. Every American over eighteen would be entitled to a share and would participate in directing its share voting choices. Corporations and wealthy …

Board Governance For The Twenty-First Century, Faith Stevelman, Sarah C. Haan

Articles & Chapters

No abstract provided.

Contested Visions: The Value Of Systems Theory For Corporate Law, Tamara Belinfanti, Lynn A. Stout

Articles & Chapters

Despite the dominant role corporations play in our economy, culture, and politics, the nature and purpose of corporations remains hotly contested. This conflict was brought to the fore in the recent Supreme Court opinions in Citizens United and Hobby Lobby. Although the prevailing narrative for the past quarter-century has been that corporations “belong” to shareholders and should pursue “shareholder value,” support for this approach, which has been justified as essential for managerial accountability, is eroding. It persists today primarily in the form of the argument that corporations should seek “long-term” shareholder value. Yet, as this Article shows, when shareholder value …

Ask The Professor: Will The Recent Supreme Court Case In Salman Result In More Cftc Enforcement Actions Charging Insider Trading?, Ronald H. Filler, Jerry W. Markham

Articles & Chapters

No abstract provided.

Ancillary Agreements In Real Estate Transactions, Andrew R. Berman, Barry Hines, Everett Ward

Other Publications

This article discusses certain ancillary but important documents in the context of two common real estate transactions: mortgage loan financings and acquisitions of income-producing real estate. In particular, the article analyzes current case law and drafting considerations relating to estoppel certificates, certified rent rolls and subordination, non-disturbance agreements (SNDAs). In addition, the article examines due diligence issues for the lender and buyer. Note: This article was co-authored with Barry Hines, Partner, Frost, Brown, Todd LLC and Everett Ward, Partner, Quarrels & Brady LLP and initially presented at the Spring Meeting of the American College of Real Estate Lawyers (ACREL).

When All Else Fails: The Evolution Of Customer Asset Protections After Brokerage Bankruptcy, Ronald H. Filler

Articles & Chapters

No abstract provided.

Contemplating The Gap-Filling Role Of Social Intrapreneurship, Tamara Belinfanti

Articles & Chapters

Social intrapreneurs occupy an intersectional space within the large corporate form at the crossroads of innovation, profit, and social good. They are often described as "disruptive" because they devise new ways to tackle problems, usually social in nature, in a manner that disrupts traditional operating models or long-standing assumptions. Although much has been written about social intrapreneurs in managerial literature, legal literature has been silent. This Article reverses that trend and develops a theory of social intrapreneurship from a corporate law perspective. Specifically, this Article posits that social intrapreneurship in terms of praxis, characteristics, and process can be conceptualized as …

The Funny Thing About Forced Arbitration And The Cfpb, Joanne Doroshow

Other Publications

No abstract provided.

Empowering Distributed Autonomous Companies, Houman B. Shadab

Other Publications

No abstract provided.

Improving Hedge Fund Governance, Houman B. Shadab

Articles & Chapters

This Article provides the first comprehensive scholarly analysis of the internal governance of hedge funds. Hedge fund governance consists of the funds’ underlying legal regime and the practices they adopt in response to lacking permanent capital and to reduce agency costs. Hedge fund governance is important because better governance can improve investor returns and help managers raise and retain capital. I argue that hedge fund governance is best understood as a type of responsive managerialism. It is a type of managerialism because applicable law and contracting structures give managers uniquely wide-ranging control over the fund and its operations. Hedge fund …

Bitcoin Financial Regulation: Securities, Derivatives, Prediction Markets, And Gambling, Jerry Brito, Houman B. Shadab, Andrea Castillo

Articles & Chapters

The next major wave of Bitcoin regulation will likely be aimed at financial instruments, including securities and derivatives, as well as prediction markets and even gambling. While there are many easily regulated intermediaries when it comes to traditional securities and derivatives, emerging bitcoin denominated instruments rely much less on traditional intermediaries such as banks and securities exchanges. Additionally, the block chain technology that Bitcoin introduced for the first time makes completely decentralized markets and exchanges possible, thus eliminating the need for intermediaries in complex financial transactions. In this Article we survey the type of financial instruments and transactions that will …

Performance-Sensitive Debt: From Asset-Based Loans To Startup Financing, Houman B. Shadab

Articles & Chapters

This Article develops a unique theory of performance-sensitive debt and argues that certain revenue-stage startups may be missing out on an important source of capital from asset-based loans. Debt contracts are performance sensitive to the extent any of the borrower’s obligations adjust in response to the performance of the borrower. The three main types of performance sensitivity I identify are (1) a loan’s interest rate adjusting based on the performance of the borrower; (2) the amount of available credit adjusting based on the value of collateral; and (3) renegotiation following breach of a loan covenant. Conceptualizing performance sensitivity as a …

Hedge Fund Activism Report: 2013-2014, New York Law School

Center Projects

No abstract provided.

Improving Hedge Fund Governance, Houman B. Shadab

Articles & Chapters

This article provides a comprehensive analysis of the internal governance of hedge funds. The primary components of hedge fund governance are investors with a high propensity to exercise their short-term redemption rights; managers with high pay performance sensitivity, because they are being compensated with an annual performance-based fee plus earnings from their own investment in the funds they manage; sophisticated investors who demand quality governance; and short-term creditors and derivatives counterparties who provide close monitoring. Hedge fund governance needs the most improvement in the areas of performance reporting (valuation) and the timing of performance-fee calculations. Further, counterintuitively, in some circumstances …

Myths About Shareholder Value, Faith Stevelman

Articles & Chapters

The concept of unitary "shareholder value" and its reflection in nearterm stock prices formed the centrepiece of contemporary corporate governance up to the 2008 financial crisis. The crisis has elicited both more critical and clearer, book-length accounts of the relationship of law, corporate governance and finance. The concepts analysed in Lynn Stout's The Shareholder Value Myth are considered herein, as part of a commentary on the continuing evolution of academic corporate law and governance.

Ask The Professor: How Will The Seventh Circuit Rule In Sentinel Ii?, Ronald H. Filler

Articles & Chapters

No abstract provided.

Hedge Fund Governance, Houman B. Shadab

Articles & Chapters

This Article provides the first comprehensive scholarly analysis of the internal governance of hedge funds. Hedge fund governance consists of the funds' underlying legal regime and the practices they adopt in response to lacking permanent capital and to reduce agency costs. Hedge fund governance is important because better governance can improve investor returns and help managers raise and retain capital. I argue that hedge fund governance is best understood as a type of responsive managerialism. It is a type of managerialism because applicable law and contracting structures give managers uniquely wide-ranging control over the fund and its operations. Hedge fund …

Dodd-Frank And International Regulatory Convergence: The Case For Mutual Recognition, Nicholas W. Turner '12

NYLS Law Review

No abstract provided.

Can A Secured Creditor Be Denied The Right To Credit Bid When The Creditor’S Collateral Is Sold Pursuant To A Chapter 11 Plan Of Reorganization?, Marshall E. Tracht

Articles & Chapters

CASE AT A GLANCE

A bankruptcy plan can only be confirmed over the objection of a secured creditor if the plan is found to be “fair and equitable.” The fair and equitable standard requires, at a minimum, that (i) the creditor may retain its lien on its collateral; (ii) the collateral will be sold subject to the creditor’s right to credit bid its debt; or (iii) the creditor will receive the “indubitable equivalent” of its claim. The Supreme Court must decide whether a plan can provide for the sale of collateral without granting the creditor the right to credit bid …

Meaningful Good Faith: Managerial Motives And The Duty To Obey The Law, Peter C. Kostant

NYLS Law Review

No abstract provided.

Duty Of Obedience: The Forgotten Duty, Alan R. Palmiter

NYLS Law Review

No abstract provided.

Good Faith In Revlon-Land, Christopher M. Bruner

NYLS Law Review

No abstract provided.

The Short, But Interesting Life Of Good Faith As An Independent Liability Rule, Robert B. Thompson

NYLS Law Review

No abstract provided.

What Directors Do (And Fail To Do): Some Comparative Notes On Board Structure And Corporate Governance, Simon Deakin

NYLS Law Review

No abstract provided.

Good Faith After Disney: Justice Berger’S Closing Discussion, Carolyn Berger

NYLS Law Review

No abstract provided.

Producing Corporate Text: Courtrooms, Conference Rooms, And Classrooms, Mae Kuykendall

NYLS Law Review

No abstract provided.

Director Liability For Corporate Crimes: Lawyers As Safe Haven?, John A. Humbach

NYLS Law Review

No abstract provided.

The Role Of Good Faith In Delaware: How Open-Ended Standards Help Delaware Preserve Its Edge, Renee M. Jones

NYLS Law Review

No abstract provided.

Lyondell: A Note Of Approbation, William W. Bratton

NYLS Law Review

No abstract provided.