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Full-Text Articles in Law
Consumer Interest In Corporate Law, David Yosifon
Consumer Interest In Corporate Law, David Yosifon
Faculty Publications
This Article provides a comprehensive assessment of the consumer interest in dominant theories of the corporation and in the fundamental doctrines of corporate law. In so doing, the Article fills a void in contemporary corporate law scholarship, which has failed to give sustained attention to consumers in favor of exploring the interests of other corporate stakeholders, especially shareholders, creditors, and workers. Utilizing insights derived from the law and behavioralism movement, this Article examines, in particular, the limitations of the shareholder primacy norm at the heart of prevailing "nexus of contracts" and "team production" theories of the firm. The Article concludes …
Arrow's Theorem And The Exclusive Shareholder Franchise, Grant Hayden, Matthew Bodie
Arrow's Theorem And The Exclusive Shareholder Franchise, Grant Hayden, Matthew Bodie
Vanderbilt Law Review
The doctrine of shareholder primacy has received substantial attention from its legions of proponents, its indefatigable opponents, and even its disinterested observers. The notion that a corporation should be run in the interests of its shareholders is the theoretical foundation upon which modern corporate law stands. Almost all empirical study in corporate law is premised on a notion of shareholder primacy, and these results would lose much of their meaning if the theory were somehow disproved. Perhaps most importantly, shareholders do in fact have primacy of place within the corporation, as they alone generally have the right to elect the …
The (Misunderstood) Genius Of American Corporate Law, Robert B. Ahdieh
The (Misunderstood) Genius Of American Corporate Law, Robert B. Ahdieh
Faculty Scholarship
In this Reply, I respond to comments by Bill Bratton, Larry Cunningham, and Todd Henderson on my recent paper - Trapped in a Metaphor: The Limited Implications of Federalism for Corporate Governance. I begin by reiterating my basic thesis - that state competition should be understood to have little consequence for corporate governance, if (as charter competition's advocates assume) capital-market-driven managerial competition is also at work. I then consider some of the thoughtful critiques of this claim, before suggesting ways in which the comments highlight just the kind of comparative institutional analysis my paper counsels. Rather than a stark choice …
Resisting A Hostile Takeover: The Lion Nathan Bid For Coopers Brewery, John P.G. Lessing, Renaee Johns
Resisting A Hostile Takeover: The Lion Nathan Bid For Coopers Brewery, John P.G. Lessing, Renaee Johns
John Lessing
Lion Nathan Ltd (Lion Nathan), Australia’s second largest brewer, through its subsidiary Lion Nathan Australia Pty Ltd (LNA), on 1 September 2005 launched a hostile takeover of Coopers Brewery Limited (hereafter ‘Coopers’). What followed was one of the most fascinating and vigorously contested takeover battles in Australian corporate history. As a case study, it raises a range of corporate law issues including directors’ duties, oppression, share buy-backs, experts’ reports, use of preemption clauses and the interpretation of a company’s constitution. This paper provides an overview of the tactics adopted by both sides during this lengthy battle. It also discusses the …
Trapped In A Metaphor: The Limited Implications Of Federalism For Corporate Governance, Robert B. Ahdieh
Trapped In A Metaphor: The Limited Implications Of Federalism For Corporate Governance, Robert B. Ahdieh
Faculty Scholarship
Trapped in a metaphor articulated at the founding of modern corporate law, the study of corporate governance has - for some thirty years - been asking the wrong questions. Rather than a singular race among states, whether to the bottom or the top, the synthesis of William Cary and Ralph Winter’s famous exchange is better understood as two competitions, each serving distinct normative ends. Managerial competition advances the project that has motivated corporate law since Adolf Berle and Gardiner Means - effective regulation of the separation of ownership and control. State competition, by contrast, does not promote a race to …
Enhancing The Efficiency Of Board Decision Making: Lessons Learned From The Financial Crisis Of 2008, Bernard S. Sharfman
Enhancing The Efficiency Of Board Decision Making: Lessons Learned From The Financial Crisis Of 2008, Bernard S. Sharfman
Bernard S Sharfman
As a result of the financial crisis of 2008, the employment compensation policies and decisions of Wall Street corporate boards have come under close scrutiny. More specifically, the willingness to approve company wide compensation plans that resulted in the paying out of billions of dollars in bonuses even in the face of deteriorating financial and economic conditions. If only these and other Wall Street firms had retained the bulk of these large annual bonuses over the last several years when the financial markets were noticeably in decline, perhaps the economic impact of the current financial crisis would have been less …
What Happens In Vegas Doesn't Always Stay In Vegas: Nevada Corporations Enjoy A Disproportionate Share Of Sec Trading Suspensions, Anthony J. Cataldo Ii, Peter F. Oehlers, Robert C. Scanlon
What Happens In Vegas Doesn't Always Stay In Vegas: Nevada Corporations Enjoy A Disproportionate Share Of Sec Trading Suspensions, Anthony J. Cataldo Ii, Peter F. Oehlers, Robert C. Scanlon
Accounting Faculty Publications
No abstract provided.
Piercing The Corporate Veil In Ohio: The Need For A New Standard Following Dombroski V. Wellpoint, Inc., Case Comment, Margaret A. Sweeney
Piercing The Corporate Veil In Ohio: The Need For A New Standard Following Dombroski V. Wellpoint, Inc., Case Comment, Margaret A. Sweeney
Cleveland State Law Review
Part II.A of this Comment will discuss the history and purpose of the doctrine of piercing the corporate veil. Part II.B will describe the evolution of this doctrine within Ohio from the development of the Belvedere three-part test, through the conflict among the courts of appeals that gave rise to the Supreme Court of Ohio's latest attempt at clarification. Part III will discuss the facts and procedural history of Dombroski v. WellPoint, Inc. Part IV.A will show how the Supreme Court of Ohio's modification of the Belvedere test will inevitably cause another conflict among the courts of appeals. Part IV.B …
The Diverging Meaning Of Good Faith, Mark J. Loewenstein
The Diverging Meaning Of Good Faith, Mark J. Loewenstein
Publications
This article explores the meaning of "good faith" in the context of corporations and unincorporated entities. The courts, particularly in Delaware, have developed two different approaches. In the corporate arena, the courts are fashioning a notion of good faith that seems to require an examination of director motivations. In the unincorporated arena, good faith has a meaning grounded in contract law. These are two different concepts and reflect the fundamental differences between corporations and unincorporated entities, with the former based on fiduciary duties and the latter on contract. There are, however, indications that this "divergence" is starting to disappear, and …