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Articles 1 - 9 of 9
Full-Text Articles in Law
Are Passive Index Funds Active Owners? Corporate Governance Consequences Of Passive Investing, Giovanni Strampelli
Are Passive Index Funds Active Owners? Corporate Governance Consequences Of Passive Investing, Giovanni Strampelli
San Diego Law Review
The exponential rise of mutual funds designed to track stock indices has been one of the drivers behind the re-concentration of ownership of listed companies in the United States. Because of the high concentration of the passive index funds industry, the three leading passive fund managers—BlackRock, Vanguard, and State Street—make up an increasingly important component of the shareholder base of listed companies. In spite of this however, it remains questionable whether they are actually interested in playing an active role in the corporate governance of investee companies. In fact, although passive investors are, by definition, focused on the long term …
Is There Hope For Change? The Evolution Of Conceptions Of Good Corporate Governance, Lynne L. Dallas
Is There Hope For Change? The Evolution Of Conceptions Of Good Corporate Governance, Lynne L. Dallas
San Diego Law Review
To provide a useful perspective on corporate governance today, this Article examines the evolution of conceptions of “good” corporate governance that have successively revolutionized the corporate landscape. By the use of “evolution,” I do not mean some natural evolution, but changes in the beliefs of managers concerning how to run their businesses effectively. “Good” corporate governance refers to what is perceived as good from the point of view of firm managers and may or may not translate into what is good for society. This Article shows that corporate decision making was influenced over the years by successive, rationalized ideals of …
The Never-Ending Quest For Clarity Amidst Uncertainty: Hospital M&A And Antitrust Scrutiny, Ross E. Bautista
The Never-Ending Quest For Clarity Amidst Uncertainty: Hospital M&A And Antitrust Scrutiny, Ross E. Bautista
San Diego Law Review
Although critics say hospitals justify mergers in the same way as they did during the M&A boom of the 1990s, these critics frequently link the current wave of mergers with the purpose of becoming more integrated and efficient to achieve the level of cost savings and improved quality that the United States and patients currently require. However, the results from hospital consolidation remain uncertain because of the limited and mixed evidence about its impact on quality of care and price. Part I of this Article discusses the recent surge in hospital M&A activity. Part II brings some clarity by discussing …
Delaware’S Familiarity, Brian J. Broughman, Darian M. Ibrahim
Delaware’S Familiarity, Brian J. Broughman, Darian M. Ibrahim
San Diego Law Review
This Article builds on our prior empirical research showing that, everything else equal, start-up firms financed by out-of-state investors are more likely to incorporate in Delaware. We argue that this finding is due to out-of-state investors’ familiarity with Delaware corporate law, and relative lack of familiarity with the corporate law of the start-up’s home state. In the current project, we extend our prior research by (i) developing an informal model distinguishing investor familiarity from related economic theories of network effects and learning effects, (ii) showing that our data are more consistent with familiarity than with these alternative explanations, and (iii) …
Fortune Favors The Franchisor: Survey And Analysis Of The Franchisee’S Decision Whether To Hire Counsel, Robert W. Emerson
Fortune Favors The Franchisor: Survey And Analysis Of The Franchisee’S Decision Whether To Hire Counsel, Robert W. Emerson
San Diego Law Review
The franchisee-franchisor relationship has often been referred to as the little guy against the big guy. Franchising may encompass the seemingly innocuous defining characteristics of distribution, know-how, brand identification, profits, risk, independence, control, and standards, but there is much more to this relational contract. If parties enter into a franchise or licensing agreement rather than some other business agreement, this does not necessarily insulate the parties from liability. For example, simply because the parties have formed a franchisor-franchisee relationship does not mean the parties did not also form an agent-principal (agency) relationship. In addition to the franchise relationship, the latter …
The Chairman Or The Board? Appointments At Multimember Agencies, Sean Croston
The Chairman Or The Board? Appointments At Multimember Agencies, Sean Croston
San Diego Law Review
For the past 130 years, Congress has alternated between two competing structural visions of ideal administrative agency design—single-administrator versus multimember organization. Over time, Congress has frequently reacted to strong arguments from both sides by approving various arrangements that conflate the two models, particularly with respect to the important but often overlooked authority to appoint “inferior Officers” within multimember agencies. In many cases, the chairmen—or their equivalent—of these multimember boards and commissions retain some or all power to select high-ranking agency staff, whereas their fellow board or commission members have authority over agency rulemaking, adjudication, and other key functions. Although such …
Level Up: Employing The Commerce Clause To Federalize The Sale Of Goods, Jennifer Camero
Level Up: Employing The Commerce Clause To Federalize The Sale Of Goods, Jennifer Camero
San Diego Law Review
This Article argues that rather than wait until the defects become insurmountable, we should act now to address the defects in the law of sales and enact a federal sales act to supplant Article 2 using congressional power under the Commerce Clause. Part II details the defects of Article 2 that are in need of repair, which include creating inconsistent results across the states, failing to adapt to changing trends in our modern commercial environment, and utilizing a private drafting process that fails to balance the competing interests of businesses and consumers. Part II then demonstrates that the current uniform …
The Devil Made Me Do It: Replacing Corporate Directors' Veil Of Secrecy With The Mantle Of Stewardship, Constance E. Bagley, Karen L. Page
The Devil Made Me Do It: Replacing Corporate Directors' Veil Of Secrecy With The Mantle Of Stewardship, Constance E. Bagley, Karen L. Page
San Diego Law Review
This Article argues that the nature of the corporate form coupled with an exclusive focus on shareholder value leads to economically and socially inefficient results. The "profit maximization" view of directors' duties ignores the historical reasons why corporations were given special privileges, such as limited liability, by the state. This narrow view should be replaced with a doctrine of stewardship that imposes a more comprehensive view of the corporation's and directors' responsibility to manage the vast resources held in corporate form. This broader view is consistent not only with the values of a free market economy, but also with modem …
Corporations - Personal Jurisdiction Over Foreign Corporations - In Transistory Actions, Arising Outside The State, California May Exercise Personal Jurisdiction Over A Nevada Corporation Which Is The Alter Ego Of A California Corporation. Brunzell Construction Co. V. Harrab's Club (Cal. App. 1964), Alonzo K. Wood Iii
San Diego Law Review
This recent case discusses Brunzell Construction Co. v. Harrab's Club (Cal. App. 1964)