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Articles 211 - 223 of 223
Full-Text Articles in Law
The Poison Pill In Japan: The Missing Infrastructure, Ronald J. Gilson
The Poison Pill In Japan: The Missing Infrastructure, Ronald J. Gilson
Faculty Scholarship
The coming of hostile takeovers to Japan has been anticipated, and anticipated, and anticipated. Each report of a reduction in the size of crossholdings among Japanese companies and in the size of Japanese bank stockholdings in their clients has given rise to an expectation that now, at last, hostile offers would emerge. It is not surprising that commentators looked forward, optimistically, to the arrival of a potentially disruptive takeover technique. The extended Japanese recession, together with management resistance to internally implemented restructurings and the barriers to externally imposed restructurings, has created the potential for substantial private and social gain from …
Globalizing Corporate Governance: Convergence Of Form Or Function, Ronald J. Gilson
Globalizing Corporate Governance: Convergence Of Form Or Function, Ronald J. Gilson
Faculty Scholarship
Globalization has led to a remarkable resurgence in the study of comparative corporate governance. This area of scholarship had been largely the domain of taxonomists, intent on cataloguing the central characteristics of national corporate governance systems, and then classifying different systems based on the specified attributes. The result was an interesting, if perhaps somewhat dry, enterprise. We learned that national corporate governance systems differed dramatically along a number of seemingly important dimensions. Some corporate governance systems, notably those of the United States and other Anglo-Saxon countries, are built on the foundation of a stock market-centered capital market. Other systems, like …
Measuring Share Price Accuracy, Merritt B. Fox
Measuring Share Price Accuracy, Merritt B. Fox
Faculty Scholarship
This Article concerns how to measure share price accuracy. It is prompted by the fact that many scholars believe that the prices established in the stock market affect the efficiency of the real economy. In their view, more accurate prices increase the amount of value added by capital-utilizing enterprises as these enterprises use society's scarce resources for the production of goods and services. More accurate share prices help improve both the quality of choice among new proposed investment projects in the economy and the operation of existing real assets currently in corporate hands.
The proposition that more accurate share prices …
Partnoy's Complaint: A Response, John C. Coffee Jr.
Partnoy's Complaint: A Response, John C. Coffee Jr.
Faculty Scholarship
My article attempts to strike a balance and find a middle ground between the polar positions of those who favor strict liability (of whom Professor Partnoy is probably the most notable) and recent critics who believe it would produce market failure. Necessarily, those who take a middle position are exposed to fire from both sides. Although I admire Professor Partnoy's originality and incisive style, I do not believe that the market could easily survive his reforms and suspect that he has undervalued the hidden costs of strict liability. Deterrence is needed – but there can be too much of a …
What Caused Enron? A Capsule Social And Economic History Of The 1990s, John C. Coffee Jr.
What Caused Enron? A Capsule Social And Economic History Of The 1990s, John C. Coffee Jr.
Faculty Scholarship
The sudden explosion of corporate accounting scandals and related financial irregularities that burst over the financial markets between late 2001 and the first half of 2002 – Enron, WorldCom, Tyco, Adelphia and others – raises an obvious question: Why now? What explains the concentration of financial scandals at this moment in time? Much commentary has rounded up the usual suspects and placed the blame on a decline in business morality, an increase in "infectious greed," or other similarly subjective trends that cannot be reliably measured. Although none of these possibilities can be dismissed out of hand, approaches that simply reason …
Gatekeeper Failure And Reform: The Challenge Of Fashioning Relevant Reforms, John C. Coffee Jr.
Gatekeeper Failure And Reform: The Challenge Of Fashioning Relevant Reforms, John C. Coffee Jr.
Faculty Scholarship
Securities markets have long employed "gatekeepers" – independent professionals who pledge their reputational capital – to protect the interests of dispersed investors who cannot easily take collective action. The clearest examples of such reputational intermediaries are auditors and securities analysts, who verify or assess corporate disclosures in order to advise investors in different ways. But during the late 1990s, these protections seemingly failed, and a unique concentration of financial scandals followed, all involving the common denominator .of accounting irregularities. What caused this sudden outburst of scandals, involving an apparent epidemic of accounting and related financial irregularities, that broke over the …
Capitalism And Freedom -- For Whom? Feminist Legal Theory And Progressive Corporate Law,, Kellye Y. Testy
Capitalism And Freedom -- For Whom? Feminist Legal Theory And Progressive Corporate Law,, Kellye Y. Testy
Articles
Beginning at least in the 1980s, the version of corporate law and governance prevailing in the U.S. (as well as widely exported to other nations) was a radically privatized one, treating the corporation as a contractual arrangement for maximizing shortterm share price in a laissez faire global marketplace. Though many robust and varied social movements, many of which were bolstered by the 1999 WTO protests in Seattle, have been and are engaged in challenging this hegemony from many angles, few have found their way into corporate law reform. That is not to say, however, that there are no progressive legal …
Sarbanes Oxley Act And Fiduciary Duties, Lyman Johnson
Sarbanes Oxley Act And Fiduciary Duties, Lyman Johnson
Lyman P. Q. Johnson
No abstract provided.
Extending Corporate Criminal Liability: Some Thoughts On Bill C-45, Darcy Macpherson
Extending Corporate Criminal Liability: Some Thoughts On Bill C-45, Darcy Macpherson
Darcy L MacPherson
On 7 November 2003, Royal Assent was given to Bill C-45, An Act to Amend the Criminal Code (criminal liability of organizations). This legislation aims to broaden the criminal liability of corporations and other organizations in two significant ways. First, it expands the basis for corporate criminal liability beyond the existing common law; second, it extends to non-corporate organizations criminal liability previously limited to corporations. Bill C-45 will apply to all fault-based offences occurring on or after 31 March 2004, it does not apply to offences of either absolute or strict liability. This paper will discuss the most crucial changes …
Book Review: Andrew Keay & Peter Walton, Insolvency Law: Corporate And Personal (2003)., Adrian Walters
Book Review: Andrew Keay & Peter Walton, Insolvency Law: Corporate And Personal (2003)., Adrian Walters
Adrian J Walters
No abstract provided.
Australia’S Eggleston Principles In Takeover Law: Social And Economic Sense?, Benedict Sheehy
Australia’S Eggleston Principles In Takeover Law: Social And Economic Sense?, Benedict Sheehy
Benedict Sheehy
Australia has yet to give up its distinctive approach to take-over law. Although there has been and continues to be pressure to submit to the US model, this article argues that to do so is not likely to produce the desired effect while giving up something of particular value to Australians.
Marriage And The Ethics Of Office, Scott T. Fitzgibbon
Marriage And The Ethics Of Office, Scott T. Fitzgibbon
Scott T. FitzGibbon
This Article alms to retrieve the neglected concept of the "office," as in "the judicial office" or "corporate officer" or the"office of deacon or lector." It aims to present a thorough account of what that term means. It inquires into the ethics of office, advancing the thesis that to hold and exercise office is a good thing, not only in the obvious instrumental ways-it serves a function and it gets results-but also as a part of the "final," non instrumental good of the officeholder and even, in some arrangements, of the recipient of the officeholder's services. Office is an aspect …
Rethinking Corporate Federalism In The Era Of Corporate Reform, Renee Jones
Rethinking Corporate Federalism In The Era Of Corporate Reform, Renee Jones
Renee Jones
No abstract provided.