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Articles 1 - 3 of 3
Full-Text Articles in Law
Responsible Shares And Shared Responsibility: In Defense Of Responsible Corporate Officer Liability, Amy J. Sepinwall
Responsible Shares And Shared Responsibility: In Defense Of Responsible Corporate Officer Liability, Amy J. Sepinwall
Studio for Law and Culture
When a corporation commits a crime, whom may we hold criminally liable? One obvious set of defendants consists of the individuals who perpetrated the crime on the corporation’s behalf. But according to the responsible corporate officer (RCO) doctrine – a doctrine that is growing more widespread – the state may also prosecute and punish those corporate executives who, although perhaps lacking “consciousness of wrongdoing,” nonetheless have “a responsible share in the furtherance of the transaction which the statute outlaws.” In other words, the RCO doctrine imposes criminal liability on the executive who need not have participated in her corporation’s crime; …
“Corporation Law Is Dead”: The Mystery Of Corporation Law At The Height Of The American Century, Harwell Wells
“Corporation Law Is Dead”: The Mystery Of Corporation Law At The Height Of The American Century, Harwell Wells
Studio for Law and Culture
In 1962, the corporation law scholar Bayless Manning famously wrote that “[C]orporation law, as a field of intellectual effort, is dead in the United States.” Looking back, most scholars have agreed with Manning, concluding that corporation law from the 1940s to the 1970s was stagnant, only rescued from its doldrums by the triumph of the theory of the firm and modern finance in the 1980s. This paper takes a new look at American corporate law during this time, asking why scholars believed corporation law was “dead” at the same time that the American corporation had seized the commanding heights of …
Origins Of The Asymmetric Society: Freedom Of Incorporation In The Early United States And Canada, Jason Kaufman
Origins Of The Asymmetric Society: Freedom Of Incorporation In The Early United States And Canada, Jason Kaufman
Studio for Law and Culture
This article explores the origins of a phenomenon of lasting and profound impact on American society: the private business corporation. Business is only part of our concern here, however. Seen in comparative-historical terms, the modern private corporation was born in colonial (i.e. pre-Revolutionary) America. Surprisingly, this occurred not only because of the business needs of colonial Americans but also as a result of their own struggles for political autonomy. More specifically, the post-Revolutionary doctrine of freedom of incorporation first emerged in states that were originally chartered as private corporations. These “corporate colonies’” experienced repeated conflict with the Crown over their …