Open Access. Powered by Scholars. Published by Universities.®
- Publication Year
- Publication
-
- Julian Velasco (8)
- Kent Greenfield (5)
- Lawrence A. Hamermesh (5)
- Michelle M. Harner (5)
- Charles K Whitehead (4)
-
- Lyman P. Q. Johnson (4)
- Lynn A. Stout (4)
- David K. Millon (3)
- D. Daniel Sokol (2)
- Marco Ventoruzzo (2)
- Robert B. Ahdieh (2)
- Robert Rhee (2)
- Robert Sprague (2)
- Steven Davidoff Solomon (2)
- Christopher Chao-hung CHEN (1)
- Christopher Chao-hung Chen (1)
- Dan Danielsen (1)
- David G. Yosifon (1)
- John Lessing (1)
- John W Verret (1)
- Kish Parella (1)
- Lubomir P. Litov (1)
- Megan Wischmeier Shaner (1)
- Michael J Goldberg (1)
- Nicholas Howson (1)
- Robert Bartlett (1)
- Sarah Haan (1)
- Shruti Rana (1)
- Steven M. Davidoff Solomon (1)
- William J. Magnuson (1)
- File Type
Articles 31 - 60 of 66
Full-Text Articles in Law
Director Nominations, Lawrence Hamermesh
Director Nominations, Lawrence Hamermesh
Lawrence A. Hamermesh
“I don't care who does the electing, so long as I get to do the nominating.” William M. (“Boss”) Tweed. Shareholder election of directors is widely accepted as an important tool in corporate governance. As Boss Tweed’s aphorism demonstrates, the shareholder’s ability to nominate director candidates should therefore also be deemed important. With ever-increasing shareholder activism and increased sensitivity on the part of management to the prospect of director election contests, the scope of the right to nominate and the scope of permissible limitations of that right are likely to come under increasing scrutiny. Yet corporate statutes are largely silent …
Beyond The Inevitable And Inadequate Regulation Of Bankers, Lyman P. Q. Johnson
Beyond The Inevitable And Inadequate Regulation Of Bankers, Lyman P. Q. Johnson
Lyman P. Q. Johnson
None available.
The Enduring Illegitimacy Of The Poison Pill, Julian Velasco
The Enduring Illegitimacy Of The Poison Pill, Julian Velasco
Julian Velasco
The poison pill is the ultimate defense against a hostile takeover. From management's perspective, it is almost too good to be true. Originally, the poison pill was seen as a way to guard against the worst of hostile takeover tactics. It has been successful; the poison pill has virtually eliminated these tactics from the repertoires of hostile bidders. However, the poison pill is extremely potent, capable of preventing all hostile takeovers, regardless of their underlying merit. Thus, the poison pill eventually became the means to employ a just say no defense of resisting hostile takeovers, regardless of the interests of …
Shareholder Ownership And Primacy, Julian Velasco
Shareholder Ownership And Primacy, Julian Velasco
Julian Velasco
According to the traditional view, the shareholders own the corporation. Until relatively recently, this view enjoyed general acceptance. Today, however, there seems to be substantial agreement among legal scholars and others in the academy that shareholders do not own corporations. In fact, the claim that shareholders do own corporations often is dismissed as merely a “theory,” a “naked assertion,” or even a “myth.” And yet, outside of the academy, views on the corporation remain quite traditional. Most people - not just the public and the media, but also politicians, and even bureaucrats and the courts - seem to believe that …
Just Do It: An Antidote To The Poison Pill, Julian Velasco
Just Do It: An Antidote To The Poison Pill, Julian Velasco
Julian Velasco
The poison pill is the most powerful defense against hostile takeovers. It can render a company takeover-proof, or nearly so. Efforts at developing an antidote have focused largely on shareholder-adopted bylaws, but the legality of such proposals has been questioned by many. In any event, shareholder-adopted bylaws have not been very successful in eliminating poison pills thus far. In order to effect takeovers, hostile bidders cannot rely on the courts or the target company's shareholders; they can rely only on themselves. In this article, I propose a strategy for hostile bidders to counteract the poison pill and to consummate hostile …
Taking Shareholder Rights Seriously, Julian Velasco
Taking Shareholder Rights Seriously, Julian Velasco
Julian Velasco
The great corporate scandals of the recent past and the resulting push for legal reform have revived the role of the shareholder in the corporation as a subject of great debate. Those who favor an expanded role for shareholders in corporate governance tend to focus on developing new legal rights for shareholders, and their critics respond with reasons why such rights are unnecessary and inappropriate. While these issues certainly are worthy of consideration, issues concerning existing shareholder rights are more fundamental. If existing rights are adequate or could be improved, then new rights may not be necessary; but if existing …
How Many Fiduciary Duties Are There In Corporate Law?, Julian Velasco
How Many Fiduciary Duties Are There In Corporate Law?, Julian Velasco
Julian Velasco
Historically, there were two main fiduciary duties in corporate law, care and loyalty, and only the duty of loyalty was likely to lead to liability. In the 1980s and 1990s, the Delaware Supreme Court breathed life into the duty of care, created a number of intermediate standards of review, elevated the duty of good faith to equal standing with care and loyalty, and announced a unified test for review of breaches of fiduciary duty. The law, which once seemed so straightforward, suddenly became elaborate and complex. In 2006, in the case of Stone v. Ritter, the Delaware Supreme Court rejected …
The Fundamental Rights Of The Shareholder, Julian Velasco
The Fundamental Rights Of The Shareholder, Julian Velasco
Julian Velasco
Shareholders have many legal rights, but they are not all of equal significance. This article will argue that two rights — the right to elect directors and the right to sell shares — are more important than any others, that these rights should be considered the fundamental rights of the shareholder, and that, as such, they deserve a great deal of respect and protection by law. The history of corporate law has been one of increasing flexibility for directors and decreasing rights for shareholders. Although the law seems to have coalesced around the norm of shareholder primacy, this is not …
Fiduciary Duties And Fiduciary Outs, Julian Velasco
Fiduciary Duties And Fiduciary Outs, Julian Velasco
Julian Velasco
Fiduciary outs are virtually ubiquitous in acquisition agreements, but almost unheard of in other contexts. This is because the fiduciary out is an inherently problematic device. Although it is not intended to do so, it almost necessarily transforms an agreement into an option in the hands of one party. Nevertheless, fiduciary outs make sense in the context of acquisition agreements. This is because fiduciary outs are essentially contractual proxies for fiduciary duties. As such, they have the same purpose: to protect shareholders from abuse at the hands of directors. Fiduciary outs do this in the context of acquisition agreements by …
The United States, Lawrence A. Hamermesh
Recent Developments In Delaware Corporate Law, Lawrence Hamermesh, Faiza Saeed, Mark Gentile
Recent Developments In Delaware Corporate Law, Lawrence Hamermesh, Faiza Saeed, Mark Gentile
Lawrence A. Hamermesh
No abstract provided.
The Law Of Corporate Purpose, David Yosifon
The Law Of Corporate Purpose, David Yosifon
David G. Yosifon
Delaware corporate law requires corporate directors to manage firms for the benefit of shareholders, and not for any other constituency. Delaware jurists have been clear about this in their case law, and they are not coy about it in extra-judicial settings, such as speeches directed at law students and practicing members of the corporate bar. Nevertheless, the reader of leading corporate law scholarship is continually exposed to the scholarly assertion that the law is ambiguous or ambivalent on this point, or even that case law affirmatively empowers directors to pursue non-shareholder interests. It is shocking, and troubling, for corporate law …
A Fresh Look At Director "Independence": Mutual Fund Fee Litigation And Gartenberg At Twenty-Five, Lyman P.Q. Johnson
A Fresh Look At Director "Independence": Mutual Fund Fee Litigation And Gartenberg At Twenty-Five, Lyman P.Q. Johnson
Lyman P. Q. Johnson
This article contrasts how a robust conception of director independence plays a central role in the corporate law world while, in the mutual fund industry, independence is a shrunken conception playing only a marginal role. Over the last twenty-five years, director independence in corporate law has gained wide acceptance as being desirable and it has become a critical component of fiduciary duty analysis. Within the mutual fund industry, however, independence remains fiercely contested. The more obvious battle over independence has occurred in response to the Securities and Exchange Commission's ("SEC's") rulemaking effort to alter the standard for granting certain regulatory …
Corporate Takeovers And Corporate Law: Who's In Control?, Lyman P.Q. Johnson, David K. Millon
Corporate Takeovers And Corporate Law: Who's In Control?, Lyman P.Q. Johnson, David K. Millon
Lyman P. Q. Johnson
No abstract provided.
Faith And Faithfulness In Corporate Theory, Lyman P.Q. Johnson
Faith And Faithfulness In Corporate Theory, Lyman P.Q. Johnson
Lyman P. Q. Johnson
No abstract provided.
Default Rules, Wealth Distribution, And Corporate Law Reform: Employment At Will Versus Job Security, David K. Millon
Default Rules, Wealth Distribution, And Corporate Law Reform: Employment At Will Versus Job Security, David K. Millon
David K. Millon
None available.
Who Let You Into The House?, Lawrence Hamermesh
Who Let You Into The House?, Lawrence Hamermesh
Lawrence A. Hamermesh
Recent Congressional corporate governance initiatives have reallocated to independent directors the functions of hiring and supervising the work of certain “gatekeepers,” and some have proposed such a reallocation with respect to general counsel, as a means to address cognitive biases and capture by senior management that may prevent inside counsel from identifying and preventing corporate misconduct. That proposal, however, does not sufficiently account for the positive effect on corporate conduct arising from a close relationship of trust and confidence between general counsel and the CEO or other senior managers. Eliminating such a relationship is likely to undermine access to internal …
Corporate Takeovers And Corporate Law: Who's In Control?, Lyman P.Q. Johnson, David K. Millon
Corporate Takeovers And Corporate Law: Who's In Control?, Lyman P.Q. Johnson, David K. Millon
David K. Millon
No abstract provided.
Equity Swaps And Implications In Company Law: An Examination Of Singapore Law, Chao-Hung Christopher Chen
Equity Swaps And Implications In Company Law: An Examination Of Singapore Law, Chao-Hung Christopher Chen
Christopher Chao-hung CHEN
This article explores issues from the use of equity swaps by corporate stakeholders under Singapore law. The article accepts that non-disclosure of economic interests might have an impact on market efficiency and corporate governance. To address potential problems, Singapore should consider revising the Takeover Code, while it requires further regulatory impact analysis to decide whether amendments to the Securities and Futures Act and the Companies Act are needed. As an alternative, companies can use their articles of association to impose a duty of disclosure before statutory intervention. In addition, the trading of equity swaps by directors raises issues about fiduciary …
Corporate Governance And The New Trend Of Directors In Company Law In Other Countries, Christopher Chao-Hung Chen, Shuaisheng Huang
Corporate Governance And The New Trend Of Directors In Company Law In Other Countries, Christopher Chao-Hung Chen, Shuaisheng Huang
Christopher Chao-hung Chen
No abstract provided.
Enlightened Shareholder Value, Social Responsibility, And The Redefinition Of Corporate Purpose Without Law, David Millon
Enlightened Shareholder Value, Social Responsibility, And The Redefinition Of Corporate Purpose Without Law, David Millon
David K. Millon
No abstract provided.
The Disaster At Bhopal: Lessons For Corporate Law?, Kent Greenfield
The Disaster At Bhopal: Lessons For Corporate Law?, Kent Greenfield
Kent Greenfield
Prepared for a conference at New England Law School marking the upcoming twenty-fifth anniversary of the disaster at Bhopal, this essay asks whether we have anything still to learn from what occurred in the early morning hours in Bhopal on December 3, 1984, and in the hours, days, and weeks that followed. Is there reason to believe, for example, that corporations have a tendency to create the context in which such disasters are more likely? More recent corporate behavior poses the same question, whether it pertains to environmental destruction, injuries to consumers, collusion with illegal governmental activities, or financial malfeasance. …
The Impact Of "Going Private" On Corporate Stakeholders, Kent Greenfield
The Impact Of "Going Private" On Corporate Stakeholders, Kent Greenfield
Kent Greenfield
As capital markets in the United States increasingly "go private," it is unclear how the privatization of corporate finance will affect non-shareholder stakeholders of firms, most centrally employees, communities, and the environment. Some scholars and public policy experts believe that concern for such stakeholders should not hold any relevance in the discussion of corporate law in general, and thus may be presumed to believe the same about a conversation about privatization. In such a view, these concerns lie outside the realm of corporate governance law; they therefore should be of no great moment in the debate over whether public policy …
New Principles For Corporate Law, Kent Greenfield
New Principles For Corporate Law, Kent Greenfield
Kent Greenfield
The fundamental assumptions of corporate law have changed little in decades. Accepted as truth are the notions that corporations are voluntary, private, contractual entities, that they have broad powers to make money in whatever ways and in whatever locations they see fit. The primary obligation of management is to shareholders, and shareholders alone. Corporations have broad powers but only a limited role: they exist to make money. Those who maintain these principles – a group that includes most of the legal scholars who teach and write in the area – have derived the narrow role of corporations in one of …
Democracy And The Dominance Of Delaware In Corporate Law, Kent Greenfield
Democracy And The Dominance Of Delaware In Corporate Law, Kent Greenfield
Kent Greenfield
Among the grandest debates within corporate law is whether the dominance of Delaware is the result of a “race to the bottom” -- toward a legal regime that benefits managers at the expense of the shareholders -- or a “race to the top” -- toward an efficient, shareholder-centric governance framework. This paper argues that this debate is largely beside the point. Even if Delaware’s dominance is the result of a competition resulting in law that efficiently serves the interests of shareholders, it is nevertheless illegitimate. This is because the internal affairs doctrine, on which Delaware’s preeminence depends, in effect allows …
An Experimental Test Of Fairness Under Agency And Profit Constraints (With Notes On Implications For Corporate Governance), Kent Greenfield, Peter Kostant
An Experimental Test Of Fairness Under Agency And Profit Constraints (With Notes On Implications For Corporate Governance), Kent Greenfield, Peter Kostant
Kent Greenfield
Building on the scholarship using ultimatum game experiments to explore the presence of fairness norms in bargaining exchanges, the authors test whether such norms are affected by agency relationships alone or agency relationships linked with a duty to maximize returns to the principal. The findings are dramatic. The study, the first of its kind, indicates a significant decrease in a concern for fairness (defined as a willingness to share a pot of money) when a participant in a bargaining transaction acts as an agent for another and owes a duty to maximize the return to the principal. We find no …
The Checks And Balances Of Good Corporate Governance, John Lessing
The Checks And Balances Of Good Corporate Governance, John Lessing
John Lessing
Good corporate governance requires a range of regulatory checks and balances - or mechanisms - to be effective. If one mechanism fails, the system will fail like a chain with a weak link. This article provides an overview and brief explanation of the main checks and balances a country needs to have a good corporate governance system. It is of particular relevance to countries with transition economies. However, it is also important in developed countries as recent corporate collapses and failures in the financial system have illustrated.
Barriers To Effective Risk Management, Michelle Harner
Barriers To Effective Risk Management, Michelle Harner
Michelle M. Harner
“As long as the music is playing, you’ve got to get up and dance. We’re still dancing.”** This now infamous quote by Charles Prince, Citigroup’s former Chief Executive Officer, captures the high-risk, high-reward mentality and overconfidence that permeates much of corporate America. These attributes in turn helped to facilitate a global recession and some of the largest economic losses ever experienced in the financial sector. They also represent certain cognitive biases and cultural norms in corporate boardrooms and management suites that make implementing a meaningful risk culture and thereby mitigating the impact of future economic downturns a challenging proposition. The …
Barriers To Effective Risk Management, Michelle M. Harner
Barriers To Effective Risk Management, Michelle M. Harner
Michelle M. Harner
“As long as the music is playing, you’ve got to get up and dance. We’re still dancing.”** This now infamous quote by Charles Prince, Citigroup’s former Chief Executive Officer, captures the high-risk, high-reward mentality and overconfidence that permeates much of corporate America. These attributes in turn helped to facilitate a global recession and some of the largest economic losses ever experienced in the financial sector. They also represent certain cognitive biases and cultural norms in corporate boardrooms and management suites that make implementing a meaningful risk culture and thereby mitigating the impact of future economic downturns a challenging proposition. The …
Barriers To Effective Risk Management, Michelle M. Harner
Barriers To Effective Risk Management, Michelle M. Harner
Michelle M. Harner
“As long as the music is playing, you’ve got to get up and dance. We’re still dancing.”** This now infamous quote by Charles Prince, Citigroup’s former Chief Executive Officer, captures the high-risk, high-reward mentality and overconfidence that permeates much of corporate America. These attributes in turn helped to facilitate a global recession and some of the largest economic losses ever experienced in the financial sector. They also represent certain cognitive biases and cultural norms in corporate boardrooms and management suites that make implementing a meaningful risk culture and thereby mitigating the impact of future economic downturns a challenging proposition. The …