Law Commons^™

Is There A Role For Common Carriage In An Internet-Based World?, Christopher S. Yoo

All Faculty Scholarship

During the course of the network neutrality debate, advocates have proposed extending common carriage regulation to broadband Internet access services. Others have endorsed extending common carriage to a wide range of other Internet-based services, including search engines, cloud computing, Apple devices, online maps, and social networks. All too often, however, those who focus exclusively on the Internet era pay too little attention to the lessons of the legacy of regulated industries, which has long struggled to develop a coherent rationale for determining which industries should be subject to common carriage. Of the four rationales for determining the scope of common …

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 …

A Theory Of Preferred Stock, William W. Bratton, Michael L. Wachter

All Faculty Scholarship

No abstract provided.

Corporate Social Responsibility As Corporate Soft Law: Mainstreaming Ethical And Responsible Conduct In Corporate Governance, Eugene K. B. Tan

Research Collection Yong Pung How School Of Law

This article explores corporate social responsibility ("CSR') as a viable mode of regulation and governance in the corporate arena. A starting premise is that good corporate governance must move resolutely beyond a compliance mindset to one which recognises that effective corporate governance must have an ethical backbone in which the dimensions of responsibility, transparency, and accountability are evident, recognised and supported. Regulatory endeavours and corporate governance reforms in the past decade have increasingly intersected with mainstream CSR motivations. CSR is increasingly inducted and mainstreamed into corporate governance thinking, characterised by the dual perspective ofrisk management and values-driven/principled governance and operations. …

Stasis And Change In Environmental Law: The Past, Present And Future Of The Fordham Environmental Law Review, Gerald S. Dickinson

Articles

The past twenty years of environmental law are marked as much by legislative stasis as by profound change in the way that lawyers, policymakers, and scholars interact with the field. Although no new federal legislation was passed over the past two decades, much has changed about the field of environmental law. This change is the result of a set of conceptual and legal challenges to the field posed by intellectual and policy movements that took root in the early 1990s. The intellectual and policy movements that have most profoundly shaped the field of environmental law in the past twenty years …

Carrots And Sticks: How Vcs Induce Entrepreneurial Teams To Sell Startups, Brian J. Broughman, Jesse M. Fried

Articles by Maurer Faculty

Venture capitalists (VCs) usually exit their investments in a startup via a trade sale. But the entrepreneurial team – the startup’s founder, other executives, and common shareholders – may resist a trade sale. Such resistance is likely to be particularly intense when the sale price is low relative to VCs’ liquidation preferences. Using a hand-collected dataset of Silicon Valley firms, we investigate how VCs overcome such resistance. We find, in our sample, that VCs give bribes (carrots) to the entrepreneurial team in 45% of trade sales; in these sales, carrots total an average of 9% of deal value. The overt …

A Potential Game Changer In E-Commerce Taxation, David Gamage, Andrew J. Haile, Darien Shanske

Articles by Maurer Faculty

In this essay, we evaluate recent legislative proposals for Congress to authorize state taxation of e-commerce. We argue that these proposals contain a potential game-changing innovation — the requirement that states provide remote sellers with “adequate software” for calculating use tax due within the state. Properly implemented, we explain how this innovation could force states to internalize the compliance costs of levying tax collection obligations on remote sellers, thereby incentivizing the states to simplify their sales and use tax statutes and resolving concerns about states overburdening interstate commerce.

Statedata: The National Report On Employment Services And Outcomes, 2013, John Butterworth, Frank A. Smith, Allison Cohen Hall, Alberto Migliore, Jean Winsor, Daria Domin

All Institute for Community Inclusion Publications

This report provides statistics over 25 years from several existing national datasets that address the status of employment and economic self-sufficiency for individuals with intellectual and developmental disabilities. The authors use abbreviations for both intellectual disability (ID) and intellectual and developmental disabilities (IDD) in this report. We do this because data sources vary in the specific target groups that can be described.

We provide a comprehensive overview that describes national trends in employment for people with IDD, and the appendix provides individual state profiles with data from several sources. These include the ICI’s IDD Agency National Survey of Day and …

Ipos And The Slow Death Of Section 5, Donald C. Langevoort, Robert B. Thompson

Georgetown Law Faculty Publications and Other Works

Since its enactment, Section 5 of the Securities Act of 1933 has restricted sales-based communications with investors, but that effort is nearly dead even with respect to the most sensitive of offerings, the IPO. Our paper traces that devolution, which began almost as soon as the ’33 Act came into existence, though the SEC’s 2005 deregulatory reforms and Congress’ intervention in the JOBS Act of 2012. We show how much of this related to an embrace of “book-building” as the industry’s preferred method of price discovery, which requires private two-way communications between underwriters and potential sophisticated investors. But book-building (and …

Top 10 Law School Home Pages Of 2012, Roger V. Skalbeck, Matthew L. Zimmerman

Georgetown Law Faculty Publications and Other Works

For a fourth consecutive year, every website home page of every ABA-accredited law school is evaluated and ranked based on objective criteria. The goal is to identify well-executed sites adopting best practices. For the 2012 report, twenty-six elements are evaluated across these three categories: Design Patterns and Metadata, Accessibility and Validation, & Marketing and Communications. For 2012, there are four new elements, two prior elements have been combined, and one element was dropped.

For 2012, forty-six schools now use the HTML5 doctype, which is up from thirteen in 2011 and just one in 2010. Eighteen schools achieve perfect scores in …

Merger Settlement And Enforcement Policy For Optimal Deterrence And Maximum Welfare, Steven C. Salop

Georgetown Law Faculty Publications and Other Works

Merger enforcement today relies on settlements more than litigation to resolve anti-competitive concerns. The impact of settlement policy on welfare and the proper goals of settlement policy are highly controversial. Some argue that gun-shy agencies settle for too little while others argue that agencies use their power to delay to extract over-reaching settlement terms, even when mergers are not welfare-reducing. This article uses decision theory to throw light on this controversy. The goal of this article is to formulate and analyze agency merger enforcement and settlement commitment policies in the face of imperfect information, litigation costs, and delay risks by …