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Articles 121 - 150 of 263
Full-Text Articles in Law
Breach Of Fiduciary Duty As Securities Fraud: Sec V. Chancellor Corp., Carl W. Mills
Breach Of Fiduciary Duty As Securities Fraud: Sec V. Chancellor Corp., Carl W. Mills
Fordham Journal of Corporate & Financial Law
No abstract provided.
Brokers And Advisers – What’S In A Name?, Barbara Black
Brokers And Advisers – What’S In A Name?, Barbara Black
Fordham Journal of Corporate & Financial Law
No abstract provided.
The Efficient Capital Market Hypothesis, Chaos Theory, And The Insider Filing Requirements Of The Securities Exchange Act Of 1934: The Predictive Power Of Form 4 Filings, Patrick J. Glen
Fordham Journal of Corporate & Financial Law
No abstract provided.
Think Before You Type: A Look At Email Privacy In The Work Place, Meir S. Hornug
Think Before You Type: A Look At Email Privacy In The Work Place, Meir S. Hornug
Fordham Journal of Corporate & Financial Law
No abstract provided.
The Fifth Annual A. A. Sommer, Jr. Lecture On Corporate, Securities & Financial Law, William Michael Treanor, John F.X Peloso, Jill E. Fisch, Richard G. Ketchum
The Fifth Annual A. A. Sommer, Jr. Lecture On Corporate, Securities & Financial Law, William Michael Treanor, John F.X Peloso, Jill E. Fisch, Richard G. Ketchum
Fordham Journal of Corporate & Financial Law
No abstract provided.
Anti-Dumping Circumvention In The Eu And The Us: Is There A Future For Multilateral Provisions Under The Wto?, Lucia Ostoni
Anti-Dumping Circumvention In The Eu And The Us: Is There A Future For Multilateral Provisions Under The Wto?, Lucia Ostoni
Fordham Journal of Corporate & Financial Law
No abstract provided.
The Fifth Annual Albert A. Destefano Lecture On Corporate, Securities & Financial Law, Constantine N. Katsoris, Jill E. Fisch, Eliot Spitzer
The Fifth Annual Albert A. Destefano Lecture On Corporate, Securities & Financial Law, Constantine N. Katsoris, Jill E. Fisch, Eliot Spitzer
Fordham Journal of Corporate & Financial Law
No abstract provided.
Developing A Law/Business Collaboration Through Pace's Securities Arbitration Clinic, Jill I. Gross, Ronald W. Filante
Developing A Law/Business Collaboration Through Pace's Securities Arbitration Clinic, Jill I. Gross, Ronald W. Filante
Fordham Journal of Corporate & Financial Law
No abstract provided.
Delaware Llcs And Corporate Veil Piercing: Limited Liability Has Its Limitations, Fredric J. Bendremer
Delaware Llcs And Corporate Veil Piercing: Limited Liability Has Its Limitations, Fredric J. Bendremer
Fordham Journal of Corporate & Financial Law
No abstract provided.
Seven Points To Explain Why The Law Ought Not Allow The Elimination Of Fiduciary Duty Within Closely Held Businesses: Cardozo Is Dead; We Have Killed Him., Daniel S. Kleinberger
Seven Points To Explain Why The Law Ought Not Allow The Elimination Of Fiduciary Duty Within Closely Held Businesses: Cardozo Is Dead; We Have Killed Him., Daniel S. Kleinberger
Faculty Scholarship
Prepared as part of the author's work as co-reporter for the Revised Uniform Limited Liability Company Act, this essay argues against legislation that empowers private agreements to eliminate fiduciary duty within a business organization. The essay considers: (i) the venerable role of fiduciary duty within business organizations and the limited predictive powers of those urging radical reform; (ii) the absence of prescience in contract drafters; (iii) the strict construction function of fiduciary law; (iv) the inevitable and inappropriate pressure that elimination would put on the obligation of good faith and fair dealing; (v) the differences in remedy available for fiduciary …
Changing Paradigms: The Liability Of Corporate Groups In Germany, René Reich-Graefe
Changing Paradigms: The Liability Of Corporate Groups In Germany, René Reich-Graefe
Faculty Scholarship
The German law on affiliated companies and groups of companies ("Konzernrecht"), as embodied in the German Stock Corporation Act of 1965, as amended ("Aktiengesetz"), has often been credited for its innovative approach to the dichotomy of liability strategies relevant to corporate groups-viz., the traditional concept of entity liability based on the fundamental doctrine of the legal separateness of the corporate entity and, accordingly, resulting in a limitation of investor liability as the rule, and discrete and rare occurrences of what is almost poetically designated the "piercing of the corporate veil" ("DurchgriffshaJtung") as narrow and reluctantly crafted exceptions, and the more …
Bank Mergers In North America: Comparing The Approaches In The United States And Canada, Eric J. Gouvin
Bank Mergers In North America: Comparing The Approaches In The United States And Canada, Eric J. Gouvin
Faculty Scholarship
This Article provides a summary comparison of the processes in the United States and Canada for governmental approval of bank mergers. The topic came to prominence in 1998 when four of Canada's five largest banks unveiled plans that would have resulted in the Royal Bank of Canada merging with the Bank of Montreal and the Toronto Dominion Bank combining with the Canadian Imperial Bank of Commerce ("CIBC"). These proposed mergers were rejected by the then Finance Minister, Paul Martin. The reasons given included: (1) the resulting banking industry structure would have concentrated too much economic power in the hands of …
Corporate Misbehavior By Elite Decision-Makers Symposium - Perspectives From Law And Social Psychology: Introduction, James A. Fanto
Corporate Misbehavior By Elite Decision-Makers Symposium - Perspectives From Law And Social Psychology: Introduction, James A. Fanto
Faculty Scholarship
No abstract provided.
Who Pays The Auditor Calls The Tune?: Auditing Regulations And Clients' Incentives, Amy Shapiro
Who Pays The Auditor Calls The Tune?: Auditing Regulations And Clients' Incentives, Amy Shapiro
Cornell Law Faculty Publications
As we move on from the financial scandals of the early 2000s, the question of how to prevent the next Enron continues to be a pressing one. This Article focuses on the law’s deeply conflicted treatment of auditors of public corporations. Though the audit firm is charged with serving as the public’s watchdog in insuring good financial disclosure, the auditor’s actual client is the audited corporation itself, whose interests concerning disclosure are not necessarily aligned with those of investors. Because the Sarbanes-Oxley Act of 2002 left this structure in place, further reform is needed. One promising suggestion is to give …
Resistances To Reforming Corporate Governance: The Diffusion Of Qlccs, Robert Eli Rosen
Resistances To Reforming Corporate Governance: The Diffusion Of Qlccs, Robert Eli Rosen
Articles
No abstract provided.
Fairness And Good Faith As A Precept In The Law Of Corporations And Other Business Organizations, Charles W. Murdock
Fairness And Good Faith As A Precept In The Law Of Corporations And Other Business Organizations, Charles W. Murdock
Loyola University Chicago Law Journal
No abstract provided.
Predictions, Projections, And Precautions: Conveying Cautionary Warnings In Corporate Forward-Looking Statements, Susanna Ripken
Predictions, Projections, And Precautions: Conveying Cautionary Warnings In Corporate Forward-Looking Statements, Susanna Ripken
Susanna K. Ripken
This article discusses the problems that are created when corporate insiders make public predictions about the future prospects of their business. Investors crave these types of forward-looking corporate disclosures because investors use them to make judgments about the future profitability of companies. Corporations, however, are often reluctant to make predictions and projections because sometimes the predictions fail to come true, and investors may then sue corporations for misleading the market. Congress enacted a controversial statutory safe harbor designed to encourage corporations to make forward-looking statements. The safe harbor immunizes corporations from liability so long as they include meaningful cautionary warnings …
La División De Sociedades. Reivindicación Del Carácter Mercantil De La Institución, Marcelo Mardones
La División De Sociedades. Reivindicación Del Carácter Mercantil De La Institución, Marcelo Mardones
Marcelo Mardones
No abstract provided.
El Fiduciario Como Accionista: A Propósito De La Resolución 820/2005 De La Inspección General De Justicia, Martin Paolantonio
El Fiduciario Como Accionista: A Propósito De La Resolución 820/2005 De La Inspección General De Justicia, Martin Paolantonio
Martin Paolantonio
Análisis crítico de la posición de la Inspección General de Justicia respecto del accionista fiduciario
Transfer Of Company’S Registered Office And Forum-Shopping In International Insolvency Cases: An Important Decision From Italy, Federico M. Mucciarelli
Transfer Of Company’S Registered Office And Forum-Shopping In International Insolvency Cases: An Important Decision From Italy, Federico M. Mucciarelli
Federico M. Mucciarelli
The Italian Supreme Court (Corte di Cassazione) has issued an important decision on companies’ freedom of establishment in the European Union (EU) and on jurisdiction over insolvency proceedings. It was a typical forum-shopping case in insolvency situations, in which a company decides to shift its registered office abroad before a court from its original country declares the insolvency. The Cassazione did not apply EC-Regulation 1346/2000 on cross-border insolvency, but declared the company as liquidated because of the transfer of the registered office. This solution leaves many questions unclear, both under EC-freedom of establishment and under jurisdiction rules for cross-border insolvency.
Business, Labor And Law In The Global Economy: Resolution Of International Employment And Labor Disputes, William K. Slate Ii
Business, Labor And Law In The Global Economy: Resolution Of International Employment And Labor Disputes, William K. Slate Ii
Richmond Journal of Global Law & Business
No abstract provided.
Recalling Why Corporate Officers Are Fiduciaries, Lyman P.Q. Johnson, David K. Millon
Recalling Why Corporate Officers Are Fiduciaries, Lyman P.Q. Johnson, David K. Millon
Scholarly Articles
For all the recent federal attention to regulating - and differentiating - corporate officer and director functions, a curious fact remains: state fiduciary duty law makes no distinction between the fiduciary duties of these two groups. Instead, courts and commentators routinely describe the duties of directors and officers together, and in identical terms. To lump officers and directors together as generic fiduciaries with no distinction being made between them, suggests - as patently is not the case - that their institutional function and legal roles within the corporation are the same. Such a view, consequently, undermines efforts more sharply to …
Corporate Officers And The Business Judgment Rule, Lyman P.Q. Johnson
Corporate Officers And The Business Judgment Rule, Lyman P.Q. Johnson
Scholarly Articles
This article argues that the business judgment rule - a cornerstone concept in corporate law - does not and should not extend to corporate officers in the same broad manner in which it is applied to directors. The argument proceeds along both descriptive and normative lines. After first reviewing judicial decisions, the article concludes that, notwithstanding frequent, broad assertions to the contrary, application of the rule to corporate officers is not firmly established in case law. The article next examines the policy case by assessing three conventional rationales for applying the rule to directors and concluding, on balance, that the …
Employers Beware: Will You Own Your Employee's Inventions, Marc A. Lieberstein
Employers Beware: Will You Own Your Employee's Inventions, Marc A. Lieberstein
UC Law Business Journal
No abstract provided.
Rethinking The Corporation (And Race) In America: Can Law (And Professionalization) Fix “Minor” Problems Of Externalization, Internalization, And Governance?, Steven A. Ramirez
Rethinking The Corporation (And Race) In America: Can Law (And Professionalization) Fix “Minor” Problems Of Externalization, Internalization, And Governance?, Steven A. Ramirez
Faculty Publications & Other Works
No abstract provided.
Fairness And Good Faith As A Precept In The Law Of Corporations And Other Business Organizations, Charles W. Murdock
Fairness And Good Faith As A Precept In The Law Of Corporations And Other Business Organizations, Charles W. Murdock
Faculty Publications & Other Works
No abstract provided.
Corporate Responsibility: Ensuring Independent Judgment Of The General Counsel - A Look At Stock Options, Z. Jill Barclift
Corporate Responsibility: Ensuring Independent Judgment Of The General Counsel - A Look At Stock Options, Z. Jill Barclift
Faculty Scholarship
Recent corporate scandals and allegations of corporate fraud in public companies have most people asking how things went so wrong. When looking to assess blame for corporate malfeasance, many ask, “Where were the lawyers?” In several high-profile corporate fraud investigations, outside and in-house lawyers were criticized for not doing more to prevent corporate executives from violating the law, and several general counsels were charged with criminal misconduct by state and federal authorities. Why would the general counsel of a public corporation risk his or her career, reputation, and criminal prosecution to assist executives in perpetuating corporate fraud? The answer may …
Shock Therapy' For Aktiengesellschaften: Can The Sarbanes-Oxley Certification Requirements Transform German Corporate Culture, Practice And Prospects?, Hudson T. Hollister
Shock Therapy' For Aktiengesellschaften: Can The Sarbanes-Oxley Certification Requirements Transform German Corporate Culture, Practice And Prospects?, Hudson T. Hollister
Northwestern Journal of International Law & Business
The Sarbanes-Oxley Act (Act) of 20021 was the U.S. Congress's hasty response to the wave of corporate scandals that had begun to devastate U.S. investor confidence during the previous year. Its sixty-six pages contain a wide range of measures designed to enhance the quality and independence of corporate audits and disclosure under the U.S. securities-regulation regime. The Act applies to public corporations-corporations that are required to file regular financial reports under the Securities Exchange Act of 1934 (Exchange Act). Objections from German corporations and observers were particularly vigorous. At least one German foreign private issuer registered with the SEC has …
The Alien Tort Claims Act: Temporary Stopgap Measure Or Permanent Remedy, Borchien Lai
The Alien Tort Claims Act: Temporary Stopgap Measure Or Permanent Remedy, Borchien Lai
Northwestern Journal of International Law & Business
As the world has become smaller through technological advances in travel and communication, the international marketplace has grown larger. The United Nations ("U.N.") estimates that the number of multinational corporations tripled between 1988 and 1997 to 60,000. As these corporations increase their investments abroad, they also face proportionately increasing pressure from investors to run successful operations and increase profits. The result of this dynamic is well-documented. Multinational corporations invest heavily in underdeveloped countries where natural resources are abundant and labor is cheap. To facilitate operations in the country, the corporations must establish a rapport with the host governments-and often, in …
The Common Law Power Of The Legislature: Insurer Conversions And Charitable Funds, Jill R. Horwitz, Marion R. Fremont-Smith
The Common Law Power Of The Legislature: Insurer Conversions And Charitable Funds, Jill R. Horwitz, Marion R. Fremont-Smith
Articles
New York's Empire Blue Ccoss and Blue Shield conversion from nonprofic cofor profic form has considerable legal significance. Three aspects of the conversion ma.ke checase unique: the role of the scace legislature in directing the disposicion of the conversion assets, che face chac it made itself che primary beneficiary of chose assets, and the actions of che scace attorney general defending the state rather than che public inceresc in che charitable assets. Drawing on several cenruries of common Law rejecting the Legislacive power to direct the disposition of charitable funds, chis article argues chat the legislature lacked power cocontrol che …