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Full-Text Articles in Law

The Modern Corporation Statement On Company Law, Lynn A. Stout, Sergio Alberto Gramitto Ricci Oct 2016

The Modern Corporation Statement On Company Law, Lynn A. Stout, Sergio Alberto Gramitto Ricci

Faculty Works

Corporations play a central role in modern economies. Certain beliefs about corporations and corporate law are widely held and relied upon by business experts, the financial press, and economists who study the firm. Unfortunately, some of these widely-held beliefs are mistaken. This has led to numerous common errors in the way corporate law concepts are understood and applied. The authors of this Summary are experts versed in a variety of national legal systems, including those of the U.S. and U.K. as well as the E.U. We provide this simple Summary of certain fundamentals of corporate law, applicable in almost all …


Economic Ideology And The Rise Of The Firm As Criminal Enterprise, June Carbone, William K. Black Jan 2016

Economic Ideology And The Rise Of The Firm As Criminal Enterprise, June Carbone, William K. Black

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No abstract provided.


Wait, Wait, Don’T Tell Me: Accountability, Plausible Deniability, Model Rule 1.13, And The Role Of Corporate Counsel In An Age Of Enhanced Monitoring, Irma S. Russell Jan 2016

Wait, Wait, Don’T Tell Me: Accountability, Plausible Deniability, Model Rule 1.13, And The Role Of Corporate Counsel In An Age Of Enhanced Monitoring, Irma S. Russell

Faculty Works

No abstract provided.


The Abstract Void In Practice: Has The Statutory Business Judgment Rule Changed The ‘Acoustic Separation’ Between Conduct And Decision Rules For Directors’ Duty Of Care?, Sergio Alberto Gramitto Ricci, Jake Miyairi Jan 2016

The Abstract Void In Practice: Has The Statutory Business Judgment Rule Changed The ‘Acoustic Separation’ Between Conduct And Decision Rules For Directors’ Duty Of Care?, Sergio Alberto Gramitto Ricci, Jake Miyairi

Faculty Works

A recent outpouring of director sentiment claims that the stringency of directors’ duty of care is stifling entrepreneurial growth. This article explores whether the statutory business judgment rule has enhanced directors’ protection for legitimate commercial decisions, or clarified their liability for due care — the two express justifications behind its enactment. Directors’ protection for entrepreneurial decision-making cannot be amplified without broadening the pre-existing abstract void between the duty of care — as a conduct rule — and the general law ‘business judgment principle’ — as a decision rule. But Parliament’s desire to clarify and confirm the existing general law business …