Open Access. Powered by Scholars. Published by Universities.®
- Institution
-
- Selected Works (161)
- The University of Akron (50)
- SelectedWorks (42)
- Georgia State University College of Law (35)
- Seattle University School of Law (21)
-
- University of Georgia School of Law (18)
- UC Law SF (16)
- William & Mary Law School (15)
- University of Michigan Law School (14)
- University of Pennsylvania Carey Law School (14)
- Columbia Law School (11)
- Pepperdine University (11)
- Duke Law (10)
- Chicago-Kent College of Law (9)
- University of Colorado Law School (8)
- University of Florida Levin College of Law (8)
- Maurer School of Law: Indiana University (7)
- New York Law School (7)
- American University Washington College of Law (6)
- Cornell University Law School (6)
- Northwestern Pritzker School of Law (6)
- Roger Williams University (6)
- The Peter A. Allard School of Law (6)
- Vanderbilt University Law School (6)
- Boston University School of Law (5)
- Brigham Young University Law School (5)
- Florida State University College of Law (5)
- Fordham Law School (5)
- Osgoode Hall Law School of York University (5)
- Touro University Jacob D. Fuchsberg Law Center (5)
- Keyword
-
- Corporations (80)
- Corporate governance (41)
- Corporate law (27)
- Economics (17)
- Shareholders (17)
-
- Corporate (15)
- Securities Law (15)
- Corporation (14)
- Commercial Law (13)
- Law and Economics (13)
- Taxation (13)
- Corporation law (12)
- Governance (12)
- SEC (12)
- Shareholder (12)
- Blair (11)
- Contracts (11)
- Law and Society (11)
- Stout (11)
- Partnerships (10)
- Regulation (10)
- Team production (10)
- Banking and Finance (9)
- Antitrust (8)
- Canada (8)
- Delaware (8)
- Executive compensation (8)
- Fiduciary duties (8)
- LLC (8)
- Mergers and acquisitions (8)
- Publication
-
- Akron Law Review (50)
- Faculty Scholarship (39)
- Georgia Business Court Opinions (34)
- Lynn A. Stout (24)
- Seattle University Law Review (21)
-
- All Faculty Scholarship (17)
- Georgia Journal of International & Comparative Law (16)
- UC Law Business Journal (16)
- Cassady V. Brewer (14)
- Articles (11)
- Kent Greenfield (10)
- Chicago-Kent Law Review (9)
- Florida Law Review (7)
- Publications (7)
- Rooftops Project (7)
- The Journal of Business, Entrepreneurship & the Law (7)
- Anne Tucker (6)
- Kathryn J. Kennedy (6)
- Northwestern University Law Review (6)
- Samuel A. Donaldson (6)
- Cornell Law Faculty Publications (5)
- Scholarly Publications (5)
- Stuart R. Cohn (5)
- Touro Law Review (5)
- William & Mary Business Law Review (5)
- Charles K Whitehead (4)
- Indiana Law Journal (4)
- Kenneth Ayotte (4)
- Law School Blogs (4)
- Monografie CARS/CARS Monographs (4)
- Publication Type
Articles 61 - 90 of 599
Full-Text Articles in Law
Addressing The Tension Between Directors' Duties And Shareholder Rights - A Tale Of Two Regimes, Sean Vanderpol, Edward J. Waitzer
Addressing The Tension Between Directors' Duties And Shareholder Rights - A Tale Of Two Regimes, Sean Vanderpol, Edward J. Waitzer
Edward J. Waitzer
There is a basic tension inherent in the regulation of corporations between the role to be played by boards and that to be played by shareholders. Boards have the statutory responsibility to manage the business and affairs of the corporation, and owe an express duty to act in the best interests of the corporation. Shareholders, however, are the ultimate ‘owners’ of the corporation, and have the ability to elect and remove directors. Canadian courts and securities regulators have long struggled with this tension in determining the roles to be played by each in transactions that pose the potential for conflicts …
Peoples, Bce, And The Good Corporate "Citizen", Edward J. Waitzer, Johnny Jaswal
Peoples, Bce, And The Good Corporate "Citizen", Edward J. Waitzer, Johnny Jaswal
Edward J. Waitzer
This article considers the use of various legal instruments to advance a more expansive but well-defined view of directors' duties and discretion--a view which focuses on the longer-term interests of the corporation. We begin with an attempt to clarify the nature of directors' statutory duties under Canadian corporate law. We then consider the recent decisions of the Supreme Court of Canada in Peoples Department Stores Inc. (Trustee of) v. Wise and BCE v. 1976 Debentureholders, in which the Court took a broad view of corporate purpose, but failed to provide clear logic or operational guidance as to consequential directorial responsibilities. …
Mediating Rights And Responsibilities In Control Transactions, Sean Vanderpol, Edward J. Waitzer
Mediating Rights And Responsibilities In Control Transactions, Sean Vanderpol, Edward J. Waitzer
Edward J. Waitzer
There is a growing debate as to the relative merits and consequences of a shift to a more shareholder-centric corporate governance framework. How much "direct democracy" makes sense in corporate decision making? If power is to be transferred to shareholders, should responsibilities be imposed (and, if so, how)? These issues have long been addressed by courts and regulators in the context of unsolicited control transactions. In its recent Air Products & Chemicals v. Airgas decision, the Delaware Chancery Court canvassed the evolution of its law on this point and concluded that implicit in the power (and responsibility) of the board …
Proportionate Liability Under The Cbca In The Context Of Recent Corporate Governance Reform: Canadian Auditors In The Wrong Place At The Wrong Time?, Poonam Puri, Stephanie Ben-Ishai
Proportionate Liability Under The Cbca In The Context Of Recent Corporate Governance Reform: Canadian Auditors In The Wrong Place At The Wrong Time?, Poonam Puri, Stephanie Ben-Ishai
Poonam Puri
In the recent Canada Business Corporations Act amendments implementing a proportionate liability scheme, auditors appear to be winners. This is consistent with the trend in the past several years as a result of which Canadian auditors have been successful in narrowing the scope of their liability both through legislation and through common law. Going forward, however, it is fair to say that auditors will be losers unless the accounting profession re-evaluates its role and responsibilities to its stakeholders. Given the accounting and corporate governance scandals North America has witnessed in the past few years, as well as the actual and …
Suntrust Banks, Inc., Et Al., Order On Motion For Partial Judgment On The Pleadings, Alice D. Bonner
Suntrust Banks, Inc., Et Al., Order On Motion For Partial Judgment On The Pleadings, Alice D. Bonner
Georgia Business Court Opinions
No abstract provided.
The Meaning Of Hobby Lobby: Bedrooms, Boardrooms & Burdens, Anne Tucker
The Meaning Of Hobby Lobby: Bedrooms, Boardrooms & Burdens, Anne Tucker
Anne Tucker
No abstract provided.
Contributor, Anne Tucker
Business Organizations, Anne Tucker
The Multinational Corporation Regulatory Guidebook, Rhond R. Roth
The Multinational Corporation Regulatory Guidebook, Rhond R. Roth
Georgia Journal of International & Comparative Law
No abstract provided.
Table Of Contents, Georgia Journal Of International And Comparative Law
Table Of Contents, Georgia Journal Of International And Comparative Law
Georgia Journal of International & Comparative Law
No abstract provided.
Politics Of Knowledge Dissemination: Corporate Reporting, Shareholder Voice, And Human Rights, Aaron A. Dhir
Politics Of Knowledge Dissemination: Corporate Reporting, Shareholder Voice, And Human Rights, Aaron A. Dhir
Aaron A. Dhir
This article considers the relationship between social disclosure and corporate accountability in Canada. It focuses on the potential benefits social disclosure can provide in terms of the overall human rights project. I explore this issue with reference to the broader theoretical frameworks of new governance and reflexive law. White I ground my analysis in these analytical approaches. I distance myself slightly from particular arguments in the literature to date: specifically, the argument that the disclosure process will result in self-correcting behaviour on the part of corporate decision makers. Rather, I argue that the value of social disclosure may lie more …
Perspectives - William Morrish, Professor Of Urban Ecologies At Parsons The New School For Design, James Hagy
Perspectives - William Morrish, Professor Of Urban Ecologies At Parsons The New School For Design, James Hagy
Rooftops Project
How can arts organizations with an aspiration to build their own facilities connect project design both with the broader community and with financial sustainability? The Rooftops Project’s Zulaihat Nauzo and Professor James Hagy talk with William Morrish, Professor of Urban Ecologies at Parsons The New School for Design.
Crowdfunding Delusions, Reza Dibadj
Crowdfunding Delusions, Reza Dibadj
UC Law Business Journal
Beyond all the hype surrounding crowdfunding there is a curious incongruity. On the one hand, there exist apparently successful crowdfunding sites; on the other hand, more than three years after the Jumpstart Our Business Act (“JOBS Act”) mandated an equity crowdfunding exception, we are still waiting for final regulations from the Securities and Exchange Commission.
This essay explores this irony, arguing that existing crowdfunding sites carefully manage around a fundamental ambiguity in the securities laws—a surprisingly fuzzy definition of what a “security” is. It then shifts to understanding the existing regulatory framework: the federal crowdfunding statute and proposed rules, as …
Employee Perks In Silicon Valley: Technology Companies Lead The “Arms Race” As Corporate Law Trails In Representing Shareholder Interests, Thuy Nguyen
UC Law Business Journal
Within the last decade, Silicon Valley technology companies have increasingly engaged in a practice of providing nontraditional perks to employees, in what has been characterized as an “arms race” to attract engineering talent. As this practice expands throughout Silicon Valley, so do the costs associated with providing these perks. While companies view the practice as a tool to recruit talent, boost productivity, and increase efficiency, the IRS’s renewed interest in scrutinizing the tax laws casts doubt on whether these stated objectives would remain robust in the future.
This Note focuses on the practice of providing employee perks from a shareholder …
Empowering Shareholders, Or Overburdening Companies? Analyzing The Potential Use Of Instant Runoff Voting In Corporate Elections, G. Scott Edwards
Empowering Shareholders, Or Overburdening Companies? Analyzing The Potential Use Of Instant Runoff Voting In Corporate Elections, G. Scott Edwards
Vanderbilt Law Review
Although hotly debated today, one of the prevailing theories in the mind of the public as to why the shareholders of a corporation possess the right to vote in corporate elections is the fact that shareholders "own" the corporation. Even though one academic has written that this theory is the "worst" argument for shareholder primacy, the notion that shareholders should vote in corporations because the corporation "belongs" to them is strongly entrenched in the minds of the general public; in fact, this theory of shareholder primacy often creeps into judicial opinions, showing that even judges are influenced by the theory. …
Institutionalized Disruption: The Rise Of The Reformer Startup, Abraham J.B. Cable
Institutionalized Disruption: The Rise Of The Reformer Startup, Abraham J.B. Cable
UC Law Business Journal
This essay emerges from a joint symposium of the Hastings Business Law Journal and the Hastings Science and Technology Law Journal entitled “Regulating the Disruption Economy: Tech Startups as Regulatory Reformers.” The symposium featured panels on virtual currency, crowdfunding, and the sharing economy.
Drawing from the symposium, this essay considers why startups are increasingly taking up the mantle of regulatory reform, how they are achieving their successes, and whether this is a positive development for our political economy. It tentatively proposes that: (1) features of the current venture capitalist market and startup ecosystem, rather than the pace of technological advancement, …
The Rights Of Shareholders In Authorizing Corporate Philanthropy, John A. Pearce Ii
The Rights Of Shareholders In Authorizing Corporate Philanthropy, John A. Pearce Ii
Villanova Law Review
No abstract provided.
The Way We Pay Now: Understanding And Evaluating Performance-Based Executive Pay, David I. Walker
The Way We Pay Now: Understanding And Evaluating Performance-Based Executive Pay, David I. Walker
Faculty Scholarship
Over the last ten years, performance-based equity pay, and particularly performance shares, have displaced stock options as the primary instrument for compensating executives of large, public companies in the U.S. This article examines that transformation, analyzing the structure and incentive properties of these newly important instruments and evaluating the benefits and risks from an investor’s perspective. Notable observations include the following: Although technically “stock” instruments, performance shares mimic the incentive characteristics of options. But performance shares avoid the tax, accounting, and other constraints that have led to uniform grants of non-indexed, at the money options. Performance share plans can be …
Medicine As A Public Calling, Nicholas Bagley
Medicine As A Public Calling, Nicholas Bagley
Michigan Law Review
The debate over how to tame private medical spending tends to pit advocates of government-provided insurance—a single-payer scheme—against those who would prefer to harness market forces to hold down costs. When it is mentioned at all, the possibility of regulating the medical industry as a public utility is brusquely dismissed as anathema to the American regulatory tradition. This dismissiveness, however, rests on a failure to appreciate just how deeply the public utility model shaped health law in the twentieth century— and how it continues to shape health law today. Closer economic regulation of the medical industry may or may not …
The Corporate Conspiracy Vacuum (Formerly "Corporate Conspiracy: How Not Calling A Conspiracy A Conspiracy Is Warping The Law On Corporate Wrongdoing"), J.S. Nelson
J.S. Nelson
Individual And Collective Sovereignty In The Corporate Enterprise (Reviewing Frank H. Easterbrook & Daniel R. Fishel, The Economic Structure Of Corporate Law (1991) And Robert N. Bellah Et Al., The Good Society (1991), Lyman P. Q. Johnson
Lyman P. Q. Johnson
Not available.
The Sarbanes-Oxley Act And Fiduciary Duties, Lyman P. Q. Johnson, Mark A. Sides
The Sarbanes-Oxley Act And Fiduciary Duties, Lyman P. Q. Johnson, Mark A. Sides
Lyman P. Q. Johnson
This article explores the implications of the Sarbanes-Oxley Act of 2002 for fiduciary duty analysis in corporate law. The article examines those provisions of the Act, and recent SEC, NYSE and NASDAQ rules, that most pointedly bear on corporate governance. The article develops in detail exactly how Sarbanes-Oxley and those rules may alter state fiduciary duty law. Sarbanes-Oxley makes unprecedented federal inroads into the area of corporate governance and, although the fact of federal incursion into corporate governance is important in its own right, the more intriguing issue concerns the eventual interplay between federal and state law. Specifically, on various …
Proportionate Liability Under The Cbca In The Context Of Recent Corporate Governance Reform: Canadian Auditors In The Wrong Place At The Wrong Time?, Poonam Puri, Stephanie Ben-Ishai
Proportionate Liability Under The Cbca In The Context Of Recent Corporate Governance Reform: Canadian Auditors In The Wrong Place At The Wrong Time?, Poonam Puri, Stephanie Ben-Ishai
Stephanie Ben-Ishai
In the recent Canada Business Corporations Act amendments implementing a proportionate liability scheme, auditors appear to be winners. This is consistent with the trend in the past several years as a result of which Canadian auditors have been successful in narrowing the scope of their liability both through legislation and through common law. Going forward, however, it is fair to say that auditors will be losers unless the accounting profession re-evaluates its role and responsibilities to its stakeholders. Given the accounting and corporate governance scandals North America has witnessed in the past few years, as well as the actual and …
Newsroom: Fcc's Sohn On Consumer Protection, Roger Williams University School Of Law
Newsroom: Fcc's Sohn On Consumer Protection, Roger Williams University School Of Law
Life of the Law School (1993- )
No abstract provided.
Emulating The German Two-Tier Board And Worker Participation In U.S. Law: A Stakeholder Theory Of The Firm, Eric Engle, Tetiana Danyliuk
Emulating The German Two-Tier Board And Worker Participation In U.S. Law: A Stakeholder Theory Of The Firm, Eric Engle, Tetiana Danyliuk
Golden Gate University Law Review
The U.S. corporate governance system failed in 2002, and again in 2008, leading to the deepest economic downturn in the United States since the Great Depression. Germany, in contrast, suffered neither widespread regulatory failure nor market collapse. Important differences in the U.S. and German corporate structure and capital markets may explain the divergent economic performance. This Article examines whether and how to emulate German corporate governance structures in the U.S. market, a theme which may be of interest to German corporations considering locating operations in the United States, such as Volkswagen in Tennessee.
This Article is structured in three parts. …
State Of Georgia Order On Defendants Alan Yeager And Aes Claims Partners, Llc's Motion To Stay Proceedings And Compel Arbitration, Melvin K. Westmoreland
State Of Georgia Order On Defendants Alan Yeager And Aes Claims Partners, Llc's Motion To Stay Proceedings And Compel Arbitration, Melvin K. Westmoreland
Georgia Business Court Opinions
No abstract provided.
Get Smart Fast: Cutting Edge Issues In Corporate Law, Kent Greenfield
Get Smart Fast: Cutting Edge Issues In Corporate Law, Kent Greenfield
Kent Greenfield
No abstract provided.
How Entrepreneurs Can Crowdfund Renewable Energy Projects, Adrian Chiang
How Entrepreneurs Can Crowdfund Renewable Energy Projects, Adrian Chiang
The Journal of Business, Entrepreneurship & the Law
This Article explains how the entrepreneurial efforts and the upcoming changes in crowdfunding law will allow for more successful renewable energy projects in the United States. Part II examines the renewable energy market, its relevance, and the United States' transition from traditional non-renewable energy production to renewable energy production. Part III covers the general methods of energy financing from both public and private sources and how they have been utilized in typical energy financing structures. Part IV explains how an entrepreneur, utilizing the new rules on crowdfunding, can address the existing deficiencies in financing renewable energy projects. Part V explores …
The Family Llc: A New Approach To Insuring Dynastic Wealth, Evan Michael Purcell
The Family Llc: A New Approach To Insuring Dynastic Wealth, Evan Michael Purcell
The Journal of Business, Entrepreneurship & the Law
This Article introduces the taxpayer to the basic background principles needed to understand the inner workings of the investment, then provides a guide to drafting considerations for the family's attorney, and concludes with a general plan to maintain business legitimacy and take advantage of tax-favored status, while retaining the flexibility essential to combating the unexpected. Part II addresses the historically favored tax treatment of life insurance products, as well as relatively recent restrictive reforms. Part III addresses the background foundation of the LLC entity and surveys its skeletal structure. Part IV introduces a practical example of how to create an …
“Because That's Where The Money Is”: A Theory Of Corporate Legal Compliance, William C. Bradford
“Because That's Where The Money Is”: A Theory Of Corporate Legal Compliance, William C. Bradford
The Journal of Business, Entrepreneurship & the Law
The study and regulation of firms per se as agents of compliance may be misguided. Firms are abstractions that exist only in the legal, and not the natural, sense, and, as such, utterly lack decisional capacity. Firms do not decide whether to comply with law; people, specifically officers who exercise decisional authority on their behalf, do. Any theory that would explain or predict firm compliance must account for the individual level of analysis. However, most corporate legal compliance research minimizes the salience of personality. Accordingly, Part II traces associations between personalities of CEOs and firm compliance with obligations arising under …