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Full-Text Articles in Law
Beyond The Berle And Means Paradigm: Private Equity And The New Capitalist Order, Stephen F. Diamond
Beyond The Berle And Means Paradigm: Private Equity And The New Capitalist Order, Stephen F. Diamond
Faculty Publications
The chapter will proceed in five parts. First, I will attempt to describe the world as managers of private equity funds as well as some of their critics see it. Second, I will summarize the structure and mechanics of PE funds, including the importance of leverage to their success. Third, I will discuss what I have referred to here as the separation of ownership and control problem, including its modern formulation as an "agency" problem, first clearly formulated by Berle and Means. Fourth, I will critically assess the "counter-attack" on PE funds from labor and the left, which I believe …
Discourse Norms As Default Rules: Structuring Corporate Speech To Multiple Stakeholders, David Yosifon
Discourse Norms As Default Rules: Structuring Corporate Speech To Multiple Stakeholders, David Yosifon
Faculty Publications
This Article analyzes corporate speech problems through the framework of corporate law. The focus here is on the "discourse norms" that regulate corporate speech to various corporate stakehold-ers, including shareholders, workers, and consumers. I argue that these "discourse norms" should be understood as default terms in the "nexus-of-contracts" that comprises the corporation. Having reviewed the failure of corporate law as it bears on the interests of non-shareholding stakeholders such as workers and consumers, I urge the adoption of prescriptive discourse norms as an approach to reforming corporate governance in a socially useful manner.