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Full-Text Articles in Law
The Twenty-First Annual A.A. Sommer, Jr. Lecture On Corporate, Securities & Financial Law At The Fordham Corporate Law Center, Matthew Diller, G. Jeffrey Boujoukos, Ben A. Indek, Allison Herren Lee
The Twenty-First Annual A.A. Sommer, Jr. Lecture On Corporate, Securities & Financial Law At The Fordham Corporate Law Center, Matthew Diller, G. Jeffrey Boujoukos, Ben A. Indek, Allison Herren Lee
Fordham Journal of Corporate & Financial Law
No abstract provided.
Where Law Meets Equity: Evidentiary Hearings Under California Business And Professions Code Section 7031, Eric R. Reed
Where Law Meets Equity: Evidentiary Hearings Under California Business And Professions Code Section 7031, Eric R. Reed
Loyola of Los Angeles Law Review
California’ s contractor licensing statutes severely penalize unlicensed contractors. Even a brief license disruption may result in a contractor being unable to collect unpaid invoices or having to disgorge money received for past work. Courts began developing a “substantial compliance” exception to these statutes shortly after the legislature enacted them. This institutional tug-of-war prompted the legislature to codify the exception in section 7031(e) of the California Business and Professions Code, and, later, to create a unique stand-alone procedure for adjudicating substantial compliance. Section 7031(e) refers to this procedure as an “evidentiary hearing” but gives little guidance about how to conduct …
From Value Protection To Value Creation: Rethinking Corporate Governance Standards For Firm Innovation, Roger M. Barker, Iris H-Y Chiu
From Value Protection To Value Creation: Rethinking Corporate Governance Standards For Firm Innovation, Roger M. Barker, Iris H-Y Chiu
Fordham Journal of Corporate & Financial Law
A company’s pro-innovation needs are often met by the exploitation of its resources, widely defined. The resource-based theory of the firm provides immense empirical insights into how a firm’s corporate governance factors can contribute to promoting innovation. However, these implications may conflict with the prevailing standards of corporate governance imposed on many securities markets for listed companies, which have developed based on theoretical models supporting a shareholder-centered and agency-based theory of the firm. Although prevailing corporate governance standards can to an extent support firm innovation, tensions are created in some circumstances where companies pit their corporate governance compliance against resource-based …
Humanizing The Corporation While Dehumanizing The Individual: The Misuse Of Deferred-Prosecution Agreements In The United States, Andrea Amulic
Humanizing The Corporation While Dehumanizing The Individual: The Misuse Of Deferred-Prosecution Agreements In The United States, Andrea Amulic
Michigan Law Review
American prosecutors routinely offer deferred-prosecution and nonprosecution agreements to corporate defendants, but not to noncorporate defendants. The drafters of the Speedy Trial Act expressly contemplated such agreements, as originally developed for use in cases involving low-level, nonviolent, noncorporate defendants. This Note posits that the almost exclusive use of deferrals in corporate cases is inconsistent with the goal that these agreements initially sought to serve. The Note further argues that this exclusivity can be attributed to prosecutors’ tendency to only consider collateral consequences in corporate cases and not in noncorporate cases. Ultimately, this Note recommends that prosecutors evaluate collateral fallout when …
Too Vast To Succeed, Miriam H. Baer
Too Vast To Succeed, Miriam H. Baer
Michigan Law Review
If sunlight is, in Justice Brandeis’s words, “the best of disinfectants,” then Brandon Garrett’s latest book, Too Big to Jail: How Prosecutors Compromise with Corporations might best be conceptualized as a heroic attempt to apply judicious amounts of Lysol to the murky world of federal corporate prosecutions. “How Prosecutors Compromise with Corporations” is the book’s neutral- sounding secondary title, but even casual readers will quickly realize that Garrett means that prosecutors compromise too much with corporations, in part because they fear the collateral consequences of a corporation’s criminal indictment. Through an innovation known as the Deferred Prosecution Agreement, or DPA, …
The Compliance Case For Social Enterprise, Joseph W. Yockey
The Compliance Case For Social Enterprise, Joseph W. Yockey
Michigan Business & Entrepreneurial Law Review
Social enterprises generate revenue to solve social, humanitarian, and ecological problems. Their products are not a means to the end of profits, but rather profits are a means to the end of their production. This dynamic presents many of the same corporate governance issues facing other forprofit firms, including legal compliance. The author contends, however, that traditional strategies for corporate compliance are incongruent to the social enterprise’s unique normative framework. Specifically, traditional compliance theory, with its prioritization of shareholder interests, stands at odds with the social enterprise’s mission-driven purpose. Attention to this distinction is essential for developing effective compliance and …
Can Self-Regulation Work? Lessons From The Private Security And Military Industry, Daphné Richemond-Barak Phd
Can Self-Regulation Work? Lessons From The Private Security And Military Industry, Daphné Richemond-Barak Phd
Michigan Journal of International Law
The private security and military industry has undergone a dramatic shift over the past decade—from an under-regulated sphere of activity to one in which an array of self-regulatory schemes has emerged. These regulatory initiatives took shape as states, security companies, and the broader public recognized the need to clarify the legal framework applicable to private security and military companies. Private contractors, once regarded as mercenaries, have over the past two decades played an increasingly central role in support of modern militaries. Reasons for this phenomenon range from budgetary policy to the need for specialized expertise most readily available in the …
“Comply Or Explain”—A Flexible Mechanism To Countervail Behavioral Biases In M&A Transactions, Gerrit M. Beckhaus
“Comply Or Explain”—A Flexible Mechanism To Countervail Behavioral Biases In M&A Transactions, Gerrit M. Beckhaus
University of Miami Business Law Review
Mergers and acquisitions (M&A) are a common phenomenon of great importance in today’s business world. However, the majority of them fail to achieve the aspired objectives. These failures can be attributed to various circumstances, inter alia decision-makers’ vulnerability to behavioral biases due to the complexity, uncertainty, and time pressure characteristic of M&A transactions. Such biases often lead to predictable irrational behavior resulting in momentous misjudgments. Despite numerous psychological studies proving that people systematically tend to make irrational decisions under uncertainty, neither the transactional practice nor its current legal framework address this problem. Instead, the present law shields decision-makers from potential …
Duty Of Obedience: The Forgotten Duty, Alan R. Palmiter
Duty Of Obedience: The Forgotten Duty, Alan R. Palmiter
NYLS Law Review
No abstract provided.
Give Smaller Companies A Choice: Solving Sarbanes-Oxley Section 404 Inefficiency, Paul P. Arnold
Give Smaller Companies A Choice: Solving Sarbanes-Oxley Section 404 Inefficiency, Paul P. Arnold
University of Michigan Journal of Law Reform
This Note argues that smaller public companies should have the option to opt out of Section 404 of the Sarbanes-Oxley Act of 2002. Optional compliance is economically preferable to the current approach of mandatory compliance. Companies that choose to comply with Section 404 will send a signal to the financial markets that their internal controls meet the high standards Section 404 demands, and investors will reward such companies if they actually value the benefit of that company's additional controls. Similarly, companies that benefit less from additional internal accounting will be able to avoid Section 404's high costs. To clarify the …
Securities Regulation In Low-Tier Listing Venues: The Rise Of The Alternative Investment Market, Jose M. Mendoza
Securities Regulation In Low-Tier Listing Venues: The Rise Of The Alternative Investment Market, Jose M. Mendoza
Fordham Journal of Corporate & Financial Law
No abstract provided.
Attorneys As Debt Relief Agencies: Constitutional Considerations, Marisa Terranova
Attorneys As Debt Relief Agencies: Constitutional Considerations, Marisa Terranova
Fordham Journal of Corporate & Financial Law
No abstract provided.
A Business Ethics Perspective On Sarbanes-Oxley And The Organizational Sentencing Guidelines, David Hess
A Business Ethics Perspective On Sarbanes-Oxley And The Organizational Sentencing Guidelines, David Hess
Michigan Law Review
This Article assesses the ability of Sarbanes-Oxley and other recent changes in the law and stock exchange listing requirements to reduce the incidence of fraud and to increase the reporting of financial misconduct. It begins by examining the individual decision-makers within a corporation and analyzing their intentions and behaviors under the Theory of Planned Behavior. It then examines the ability of the organization to influence the employees' intentions and behaviors through codes of ethics and compliance programs, and finds growing support for the usefulness of integrity based compliance programs. Finally, the Article considers how the Sarbanes-Oxley legislation and Organizational Sentencing …
The 2004 Amendments To The Federal Sentencing Guidelines And Their Implicit Call For A Symbiotic Integration Of Business Ethics, Hess David, Robert S. Mcwhorter, Timothy L. Fort
The 2004 Amendments To The Federal Sentencing Guidelines And Their Implicit Call For A Symbiotic Integration Of Business Ethics, Hess David, Robert S. Mcwhorter, Timothy L. Fort
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.
A Tangled Web: Compliance Director Liability Under The Securities Laws, Anthony Pirraglia
A Tangled Web: Compliance Director Liability Under The Securities Laws, Anthony Pirraglia
Fordham Journal of Corporate & Financial Law
No abstract provided.
The International Symposium On Derivatives And Risk Management, Carl Felsenfeld, Alan N. Rechtschaffen, Carolyn H. Jackson, Ruth W. Ainslie, Michael N. Brosnan, Darcy Bradbury, Denis M. Forster, Martin Bienenstock, David A.P. Brower, Aaron Rubinstein, David Morris, Eric Seiler, Peter D. Morgenstern, Michael J. Malone, John Lovi, Alvin K. Hellerstein, Charles E. Ramos
The International Symposium On Derivatives And Risk Management, Carl Felsenfeld, Alan N. Rechtschaffen, Carolyn H. Jackson, Ruth W. Ainslie, Michael N. Brosnan, Darcy Bradbury, Denis M. Forster, Martin Bienenstock, David A.P. Brower, Aaron Rubinstein, David Morris, Eric Seiler, Peter D. Morgenstern, Michael J. Malone, John Lovi, Alvin K. Hellerstein, Charles E. Ramos
Fordham Journal of Corporate & Financial Law
No abstract provided.
Corporate Liability, Risk Shifting, And The Paradox Of Compliance, William S. Laufer
Corporate Liability, Risk Shifting, And The Paradox Of Compliance, William S. Laufer
Vanderbilt Law Review
The evolution of corporate criminal law is explained by the shifting risks of liability and loss between corporations and their agents in accommodating the illogic of vicarious liability. A vivid example of the effects of this risk shifting is seen with the recent emergence of the good citizen corporation movement. This movement en- courages prosecutors with vast discretion to leverage indictments and convictions of subordinate agents, resort to civil and administrative actions against large and medium-sized corporations in place of criminal indictments, compromise agent indemnification, and enforce corporate self-regulation through elaborate plea agreements. Not surprisingly, organizations tend to conceive of …
Corporations-Contracts By Foreign Corporations Before Compliance With Statutes Governing Admission-Validity
Indiana Law Journal
No abstract provided.