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The Organizational Psychology Of Hyper-Competition: Corporate Irresponsibility And The Lessons Of Enron, Donald C. Langevoort
The Organizational Psychology Of Hyper-Competition: Corporate Irresponsibility And The Lessons Of Enron, Donald C. Langevoort
Georgetown Law Faculty Publications and Other Works
What I want to do here is first explain my fears and then explore the Enron story from the standpoint of both social psychology and organizational behavior. My sense going in, at least, is that the social forces and selfish norms that emerge fairly naturally in highly competitive settings such as these dominate as behavioral influences over anything but high-powered legal controls. The kind of firm that I want to concentrate on is the "new economy" sort that requires a high rate of creative productivity from a large number of key managers and employees. Thus, I will put to the …
Never Trust A Corporation, William W. Bratton
Never Trust A Corporation, William W. Bratton
Georgetown Law Faculty Publications and Other Works
I would like to start by noting multitudinous objections to assertions made in Larry Mitchell's Corporate Irresponsibility: America's Newest Export. But I waive these points for purposes of this Symposium. I would prefer to take the occasion to celebrate the book. So I will make two points on the subject of corporate social responsibility on which the book and I stand in complete accord.
Enron And The Dark Side Of Shareholder Value, William W. Bratton
Enron And The Dark Side Of Shareholder Value, William W. Bratton
Georgetown Law Faculty Publications and Other Works
This Article addresses the implications that the Enron collapse holds out for the self-regulatory system of corporate governance. The case shows that the incentive structure that motivates actors in the system generates much less powerful checks against abuse than many observers have believed. Even as academics have proclaimed rising governance standards, some standards have declined, particularly those addressed to the numerology of shareholder value. The Article's inquiry begins with Enron's business plan. The Article asserts that there may be more to Enron's "virtual firm" strategy than meets the eye beholding a firm in collapse. The Article restates the strategy as …
When Lawyers And Law Firms Invest In Their Corporate Clients’ Stock, Donald C. Langevoort
When Lawyers And Law Firms Invest In Their Corporate Clients’ Stock, Donald C. Langevoort
Georgetown Law Faculty Publications and Other Works
I will state my conclusion at the outset. I am not convinced that lawyers' investments in clients in lieu of fees are problematic enough from a conflicts standpoint that the rules of professional responsibility should treat them as presumptively inconsistent with the lawyer's fiduciary responsibility. Lawyers' investments in their clients do raise interesting and unsettling issues, but these issues are not qualitatively different from issues raised by many other norms or practices within the legal profession that also threaten lawyerly objectivity. Indeed, in contrast to some other practices, these fee arrangements can, in some respects, enhance objectivity, or at least …
Venture Capital On The Downside: Preferred Stock And Corporate Control, William W. Bratton
Venture Capital On The Downside: Preferred Stock And Corporate Control, William W. Bratton
Georgetown Law Faculty Publications and Other Works
This Article takes the occasion of the simultaneous collapse of the high technology stock market and the failure of the dot-coin startups, along with the subsequent retrenchment of the venture capital business, to examine the law and economics of downside arrangements in venture capital contracts. The subject matter implicates core concerns of legal and economic theory of the firm. Debates about the separation of ownership and control, relational investing, takeover policy, the law and economics of debt capitalization, and bankruptcy reform, all grapple with the downside problem of controlling and terminating unsuccessful managers for the benefit of outside debt and …
Corporate Norms And Contemporary Law Firm Practice, Milton C. Regan
Corporate Norms And Contemporary Law Firm Practice, Milton C. Regan
Georgetown Law Faculty Publications and Other Works
Larry Mitchell's book describes the movement toward share price maximization by corporate managers. More intensive market competition both domestically and abroad has led managers to believe that their corporations have little choice but to focus on short-term profits. This practice leads to greater instability for corporate workers and efforts to externalize other costs on third parties. It also intensifies the erosion of "local" cultural practices that are seen as impediments to profit maximization, whether they are associated with countries abroad, communities in the United States, or within the corporation itself. In this process, the norms of the market gain increasing …