Law Commons^™

Report From Chair Of Partnership Committee, Cassady V. Brewer

Cassady V. Brewer

No abstract provided.

Determining A Partner's Share Of Unrealized Receivables At The Liquidation Of The Partner's Interest, Stephen Utz

Stephen Gerard Utz

Partnership law allows partners great freedom to vary the terms on which they share partnership profits from different sources. Partnership tax law, however, seems to presume, for purposes of the collapsible partner rules, that partners will share the revenue from the collection of receivables always in proportion to the value of their partnership interests. This counterfactual presumption exposes both the government and partner/taxpayers to unfortunate consequences. A substance-over-form approach to the attribution of unrealized receivables would certainly be unworkable, because too costly and intrusive to administer. Something between substance-over form and form-over-substance would best implement the policy of Subchapter K …

Debate: “Be It Resolved: Corporations Should Not Be Considered People Under The U.S. Constitution.”, Kent Greenfield

Kent Greenfield

This was a debate with Jeff Clements, founder of Free Speech for People, about corporate personhood.

Sticking The Landing: Making The Most Of The “Stakeholder Moment”, Kent Greenfield

Kent Greenfield

This paper illustrates that the shareholder primacy model is still the prevailing model especially as the proponents of the stakeholder model have not come up with a theoretically sound alternative. It is argued that all corporations' principal stakeholders should be protected by the imposition of fiduciary duties on managerial decision makers. Homogeneity on corporate boards can reinforce thinking that leads to bad decision making. The findings of various researchers into behavioural economics are considered. It is pointed out that the interests of the shareholders are rarely, if ever, the same as those of other stakeholders. This supports the idea that …

Halliburton, Basic And Fraud On The Market: The Need For A New Paradigm, Charles W. Murdock

Charles W. Murdock

Summary: Halliburton, Basic and Fraud on the Market: The Need for a New Paradigm

If defrauded securities plaintiffs cannot bring a class-action lawsuit, there often will be no effective remedy since the amount at stake for individual plaintiffs is not sufficient to warrant the substantial costs of litigation. To surmount the problem of individualized reliance and establish commonality, federal courts for twenty-five years have been employing the Basic fraud-on-the-market theory which posits that, in an efficient market, investors rely on the integrity of the market price.

While class certification at one time was a matter of course, today it is …

Radical Shareholder Primacy, David Millon

David K. Millon

No abstract provided.

Law And The History Of Corporate Responsibilities: Corporate Governance, Lyman Johnson

Lyman P. Q. Johnson

No abstract provided.

Are Shareholders Owners? Absolutely. And Absolutely Not, Kent Greenfield

Kent Greenfield

Shareholder ownership is in reality ‘shareholder primacy,’ or ‘shareholder supremacy.’ An excessive focus on shareholder interests encourages managerial decisions that are overly risky from society’s perspective. Including broader stakeholder concerns at the senior level of corporate decision making will help roll back the short-termism of corporations.

Corporate Citizenship: Goal Or Fear?, Kent Greenfield

Kent Greenfield

No abstract provided.

The Monitor-“Client” Relationship, Veronica Root

Veronica Root

No abstract provided.

Lig Se Assemelha Em Parte Aos Covered Bonds Que Contribuíram Para A Crise Do Subprime, Luiz Rafael De Vargas Maluf

Luiz Rafael de Vargas Maluf

No abstract provided.

Antitrust Analysis After Actavis: Applying The Rule Of Reason To Reverse Payments, Benjamin Miller

Benjamin Miller

Abstract In F.T.C. v. Actavis, Inc. the Supreme Court resolved a circuit split regarding the proper evaluation of reverse payment settlements under federal antitrust law, holding that they must be evaluated under a rule of reason analysis. However, the Court simultaneously created significant uncertainty by declaring that the lower courts were responsible for structuring the analysis. While a few cases are currently in the pre-trial phase, the only decisions relating to reverse payments since Actavis have been rulings on pre-trial motions—there have been no decisions on the merits. Given the intricate intersection between antitrust and intellectual property principles in these …

Debêntures: Iniciativas Para Aumento De Liquidez E Fomento Ao Mercado Secundário, Luiz Rafael De Vargas Maluf

Luiz Rafael de Vargas Maluf

No abstract provided.

Shareholder Engagement Through Informal Dialogue: A Perspective From Spanish Listed Companies, Javier Agudo

Javier Agudo

The purpose of this research is to further understand the behaviour of listed companies in the informal dialogue with their shareholders. While dialogue in CSR issues and the relations between IR officers and funds had already been studied, additional exploration was needed on dialogue regarding corporate governance and on the role of other company actors and external advisors in it. For this, a qualitative study was undertaken in the Spanish context. A total of eleven semi-structured interviews were conducted with directors of the board, heads of investor relations and secretaries of the board from various listed companies, together with proxy …

Unfit For Duty: The Officer And Director Bar As A Remedy For Fraud, Renee Jones

Renee Jones

Many commentators have questioned the efficacy of the SEC’s enforcement program in the aftermath of the 2008 financial crisis. Some criticize the agency for allowing corporate defendants to settle charges without admitting or denying liability. Others dispute the impact of astronomical fines levied against too-big-to-fail financial institutions. Still others urge prosecutors to bring criminal charges against those who led the failed financial firms to ruin. This Article, written for a symposium on SEC enforcement, focuses attention on an underutilized weapon in the SEC’s arsenal: the power to bar officers and directors of public companies from future service in such roles. …

Limits Of Disclosure, Steven M. Davidoff, Claire A. Hill

Steven Davidoff Solomon

One big focus of attention, criticism, and proposals for reform in the aftermath of the 2008 financial crisis has been securities disclosure. Many commentators have emphasized the complexity of the securities being sold, arguing that no one could understand the disclosure. Some observers have noted that disclosures were sometimes false or incomplete. What follows these issues, to some commentators, is that, whatever other lessons we may learn from the crisis, we need to improve disclosure. How should it be improved? Commentators often lament the frailties of human understanding, notably including those of everyday retail investors—people who do not understand or …

Confronting The Peppercorn Settlement In Merger Litigation: An Empirical Analysis And A Proposal For Reform, Jill E. Fisch, Sean J. Griffith, Steven M. Davidoff

Steven Davidoff Solomon

Shareholder litigation challenging corporate mergers is ubiquitous, with the likelihood of a shareholder suit exceeding 90%. The value of this litigation, however, is questionable. The vast majority of merger cases settle for nothing more than supplemental disclosures in the merger proxy statement. The attorneys that bring these lawsuits are compensated for their efforts with a court-awarded fee. This leads critics to charge that merger litigation benefits only the lawyers who bring the claims, not the shareholders they represent. In response, defenders of merger litigation argue that the lawsuits serve a useful oversight function and that the improved disclosures that result …

Enforcement Of The Duties Of Directors By The Securities And Futures Investors Protection Center In Taiwan, Christopher Chao-Hung Chen

Christopher Chao-hung CHEN

The purpose of this article is to examine the role of the Securities and Futures Investors Protection Center (SFIPC) in Taiwan in enforcing the duties of directors. To help shareholders or investors pursue a director for breach of company law or securities regulations, Taiwan created the SFIPC, a charity sanctioned by statutes, to bring class action or direct legal action on behalf of minority shareholders or individual investors. By conducting an empirical survey of judgments from lawsuits involving the SFIPC since its creation, we found that the SFIPC is generally very active in enforcing securities regulations but far less active …

Review Of The Singapore Companies Act: Consultation On Draft Legislative Changes To Companies Act, Wai Yee Wan

Wai Yee WAN

In October 2013, MOF and ACRA sought further public consultation (“Second Consultation”) on the second part of the Draft Companies (Amendment) Bill 2013 that covers legislative amendments relating to foreign companies and other aspects of the Companies Act, including those relating to enhancing the powers of the Registrar of Companies to strike off companies and to share buyback limits. This note discusses some of the more controversial, as well as the significant, changes that are proposed in the Second Consultation.

Panelist, The Role Of Government In Corporate Activities And Cross-Border Transactions, Kent Greenfield

Kent Greenfield

No abstract provided.

The Value Of Soft Variables In Corporate Reorganizations, Michelle M. Harner

Michelle M. Harner

When a company is worth more as a going concern than on a liquidation basis, what creates that additional value? Is it the people, management decisions, the simple synergies of the operating business, or some combination of these types of soft variables? And perhaps more importantly, who owns or has an interest in these soft variables? This article explores these questions under existing legal doctrine and practice norms. Specifically, it discusses the characterization of soft variables under applicable law and in financing documents, and it surveys related judicial decisions. It also considers the overarching public policy and Constitutional implications of …

Corporate Innovation And Abuse, Kent Greenfield

Kent Greenfield

This was a week-long course, co-taught with Professor Frank Partnoy of the University of San Diego, to graduate-level students at the University of Sydney.

Corporate Citizenship As A Four-Letter Word, Kent Greenfield

Kent Greenfield

Also presented at the American Constitution Society Lawyer's Chapter in Dallas, TX in November 2014.

Fixing Corporate Responsibility Internationally, Peter Reilly

Peter R. Reilly

No abstract provided.

Intermediaries Revisited: Is Efficient Certification Consistent With Profit Maximization?, Jonathan M. Barnett

Jonathan M Barnett

Private certification mechanisms are a key component of the regulatory infrastructure in the financial sector and other commercial settings. It is generally assumed that certification intermediaries have profit-based incentives to deliver accurate information to the certified market. But this view does not account for repeated failures in certification markets. Those failures can be explained by an inherent defect in the incentive structure of certification intermediaries: entry barriers both support and undermine the consistent supply of accurate information to the certified market. Certification markets tend to converge on a handful of providers protected by switching costs, product opacity and reputational noise. …

Certification Drag: The Opinion Puzzle And Other Transactional Curiosities, Jonathan Barnett

Jonathan M Barnett

The law-and-economics literature typically depicts certification intermediaries, such as law firms, auditors, underwriters, investment banks and rating agencies, as socially valuable market participants who ameliorate informational asymmetries that would otherwise distort pricing or transaction structures. This standard view is incomplete. Using the example of the “closing opinion”, a third-party legal opinion commonly delivered at the consummation of a variety of business transactions, I argue that intermediaries, even when operating under substantially competitive conditions and in sophisticated market settings, may supply widely consumed certification products that fail to mitigate informational asymmetries while increasing transaction costs. Based on the highly qualified language …

Satyam - Asatyam: Appreciating The Class Action Provision In The Companies Act, 2013 And Its Impact On Investor Protection, Subhro Sengupta, Siddharth Tiwari

Subhro Sengupta

This essay tries to fully appreciate the introduction of the class action clause in the Companies Act, 2013 and to identify the changes in terms of remedies for investor pre and post the statutory provision. In doing so, we analyze the U.S. District Court judgement on Satyam that currently provides one of the best academic discourses on the Indian class action scenario. We go through the provisions of the SEBI Act and the Securities & Contract (Regulations) Act which previously barred class action, and further delving into the legal provisions & alternatives in India, U.K. and U.S. We look into …

El Fideicomiso En La Planificación Sucesoria, Carlos Molina Sandoval

Carlos Molina Sandoval

Pese a que el fideicomiso testamentario podría verse como un canal “extrajudicial” de resolver la herencia, ello no es así. Podrá serlo en el “fideicomiso de planificación patrimonial”, pero no en el “fideicomiso testamentario”. En este último caso, es menester iniciar un proceso sucesorio a los fines de la aprobación del testamento y eventualmente realizar las operaciones de inventario, avalúo y partición.

Innovation In Teaching Llcs: Introduction, Lyman P.Q. Johnson

Lyman P. Q. Johnson

No abstract provided.

The Dwindling Of Revlon, Lyman P.Q. Johnson, Robert Ricca

Lyman P. Q. Johnson

No abstract provided.