Law Commons^™

Who Bleeds When The Wolves Bite? A Flesh-And-Blood Perspective On Hedge Fund Activism And Our Strange Corporate Governance System, Leo E. Strine Jr.

All Faculty Scholarship

This paper examines the effects of hedge fund activism and so-called wolf pack activity on the ordinary human beings—the human investors—who fund our capital markets but who, as indirect of owners of corporate equity, have only limited direct power to ensure that the capital they contribute is deployed to serve their welfare and in turn the broader social good.

Most human investors in fact depend much more on their labor than on their equity for their wealth and therefore care deeply about whether our corporate governance system creates incentives for corporations to create and sustain jobs for them. And because …

Choice-Of-Law Rules For Secured Transactions: An Interest-Based And Modern Principles-Based Framework For Assessment, Charles W. Mooney Jr.

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This essay examines the law applicable to secured transactions. It addresses in particular the codification of the choice-of-law rules for secured transactions (STCOL rules). These rules address the laws applicable to the creation, perfection, priority, and enforcement of security interests (security rights)—a form of legislative or statutory dépeçage. It draws on the 2016 UNCITRAL Model Law on Secured Transactions (Model Law) as well as relevant North American law (Uniform Commercial Code Article 9 and the Canadian provincial Personal Property Security Acts). The STCOL rules lie at the heart of the emerged and emerging modern principles of secured transactions law …

Immovable-Associated Equipment Under The Draft Mac Protocol: A Sui Generis Challenge For The Cape Town Convention, Benjamin Von Bodungen, Charles W. Mooney Jr.

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UNIDROIT is in the process of adopting a fourth Protocol under the umbrella of the Cape Town Convention, the MAC Protocol, which will cover mining, agricultural and construction equipment. This article addresses a challenge faced by the MAC Protocol that was not encountered in the development of the previous Protocols - the potential for MAC equipment to be associated with immovable property in ways that result in the holder of an interest in the immovable property acquiring an interest in the associated MAC equipment under the law of the State in which the immovable property is located. The article first …

Security Interests In Book-Entry Securities In Japan: Should Japanese Law Embrace Perfection By Control Agreement And Security Interests In Securities Accounts?, Kumiko Koens, Charles W. Mooney Jr.

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The paper proposes two significant modifications of Japan’s Act on Transfer of Bonds, Shares, etc. (BETA). First, it suggests the control agreement method of transferring an interest in securities that is effective against third parties. Under the BETA, the creation of an effective interest in book-entry securities requires book entries in the securities accounts of the transferor and the transferee. Under the control agreement approach, the transferor, transferee, and the transferor’s securities intermediary would agree that (i) the intermediary would act on the instructions of the transferee with respect to securities credited to the transferor’s securities account or (ii) the …