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Articles 3091 - 3120 of 10766
Full-Text Articles in Law
Damages Versus Specific Performance: Lessons From Commercial Contracts, Theodore Eisenberg, Geoffrey P. Miller
Damages Versus Specific Performance: Lessons From Commercial Contracts, Theodore Eisenberg, Geoffrey P. Miller
Cornell Law Faculty Publications
Specific performance is a central contractual remedy but, in Anglo-American law, generally is subordinate to damages. Despite rich theoretical discussions of specific performance, little is known about parties' treatment of the remedy in their contracts. We study 2,347 contracts of public corporations to quantify the presence or absence of specific performance clauses in several types of contracts. Although a majority of contracts do not refer to specific performance, substantial variation exists in the rates of including specific performance clauses. High rates of specific performance use in the area of corporate combinations through merger (53.4 percent) or assets sales (45.1 percent), …
Paying For Risk: Bankers, Compensation, And Competition, Simone M. Sepe, Charles K. Whitehead
Paying For Risk: Bankers, Compensation, And Competition, Simone M. Sepe, Charles K. Whitehead
Cornell Law Review
Efforts to control bank risk address the wrong problem in the wrong way. They presume that the financial crisis was caused by CEOs who failed to supervise risk-taking employees. The responses focus on executive pay, believing that executives will bring non-executives into line—using incentives to manage risk-taking—once their own pay is regulated. What they overlook is the effect on non-executive pay of the competition for talent. Even if executive pay is regulated, and executives act in the bank’s best interests, they will still be trapped into providing incentives that encourage risk-taking by non-executives due to the negative externality that arises …
Home-Country Effects Of Corporate Inversions, Omri Marian
Home-Country Effects Of Corporate Inversions, Omri Marian
Washington Law Review
This Article develops a framework for the study of the unique effects of corporate inversions (meaning, a change in corporate residence for tax purposes) in the jurisdictions from which corporations invert (“home jurisdictions”). Currently, empirical literature on corporate inversions overstates its policy implications. It is frequently argued that in response to an uncompetitive tax environment, corporations may relocate their headquarters for tax purposes, which, in turn, may result in the loss of positive economic attributes in the home jurisdiction (such as capital expenditures, research and development activity, and high-quality jobs). The association of tax-residence relocation with the dislocation of meaningful …
Directors’ Defence Of Reliance On Professional Advisers Under Anglo-Australian Law, Wai Yee Wan
Directors’ Defence Of Reliance On Professional Advisers Under Anglo-Australian Law, Wai Yee Wan
Research Collection Yong Pung How School Of Law
This paper analyses the issue of whether directors may use reliance on professional advice as a defence to a claim for breach of duty to exercise care, skill and diligence under common law or companies legislation in England and Australia. While England and Australia share the same common law tradition and have similar statutory provisions on the standard of care of directors, an English court generally regards a director as acting reasonably when he seeks advice from a qualified and independent professional adviser in a specialist matter within his expertise. In the absence of any conflict of interest, reliance is …
G8 Principles: Identifying The Anonymous, Max Biedermann
G8 Principles: Identifying The Anonymous, Max Biedermann
Brigham Young University International Law & Management Review
No abstract provided.
Minority And Women Entrepreneurs: Building Capital, Networks, And Skills, Michael S. Barr
Minority And Women Entrepreneurs: Building Capital, Networks, And Skills, Michael S. Barr
Other Publications
The United States has an enviable entrepreneurial culture and a track record of building new companies. Yet new and small business owners often face particular challenges, including lack of access to capital, insufficient business networks for peer support, investment, and business opportunities, and the absence of the full range of essential skills necessary to lead a business to survive and grow. Women and minority entrepreneurs often face even greater obstacles. While business formation is, of course, primarily a matter for the private sector, public policy can and should encourage increased rates of entrepreneurship, and the capital, networks, and skills essential …
Beyond Ownership: State Capitalism And The Chinese Firm, Curtis J. Milhaupt, Wentong Zheng
Beyond Ownership: State Capitalism And The Chinese Firm, Curtis J. Milhaupt, Wentong Zheng
UF Law Faculty Publications
Chinese state capitalism has been treated as essentially synonymous with state-owned enterprises (SOEs). But drawing a stark distinction between SOEs and privately owned enterprises (POEs) misperceives the reality of China’s institutional environment and its impact on the formation and operation of large enterprises of all types. We challenge the “ownership bias” of prevailing analyses of Chinese firms by exploring the blurred boundary between SOEs and POEs in China. We argue that the Chinese state has less control over SOEs and more control over POEs than its ownership interest in the firms suggests. Our analysis indicates that Chinese state capitalism can …
Democracy In The Private Sector: The Rights Of Shareholders And Union Members, Michael Goldberg
Democracy In The Private Sector: The Rights Of Shareholders And Union Members, Michael Goldberg
Michael J Goldberg
In the years since Enron, there has been a lively debate over the value of shareholder democracy as a means to improve corporate performance and reduce the likelihood of future Enrons or Lehman Brothers. That debate has been enriched by comparative scholarship looking at corporate governance abroad, and comparing corporate governance with public government. This Article explores a different comparison, between corporations and their sometime adversaries across bargaining tables and picket lines – labor unions. More specifically, this article compares the regulation of corporate governance and the regulation of the internal affairs of unions, and the rights of shareholders and …
Corporate Behavior And The Social Efficiency Of Tort Law, John A. Siliciano
Corporate Behavior And The Social Efficiency Of Tort Law, John A. Siliciano
John A. Siliciano
No abstract provided.
Through The Lens Of Innovation, Mirit Eyal-Cohen
Through The Lens Of Innovation, Mirit Eyal-Cohen
Mirit Eyal-Cohen
The legal system constantly follows the footsteps of innovation and attempts to discourage its migration overseas. Yet, present legal rules that inform and explain entrepreneurial circumstances lack a core understanding of the concept of innovation. By its nature, law imposes order. It provides rules, remedies, and classifications that direct behavior in a consistent manner. Innovation turns on the contrary. It entails making creative judgments about the unknown. It involves adapting to disarray. It thrives on deviations as opposed to traditional causation. This Article argues that these differences matter. It demonstrates that current laws lock entrepreneurs into inefficient legal routes. Using …
Drummond Financial Services Llc, Order On Motion To Strike Affidavit And To Disqualify Counsel, John J. Goger
Drummond Financial Services Llc, Order On Motion To Strike Affidavit And To Disqualify Counsel, John J. Goger
Georgia Business Court Opinions
No abstract provided.
The Impact Of Hedge Fund Activism: Evidence And Implications, John C. Coffee, Jr., Darius Palia
The Impact Of Hedge Fund Activism: Evidence And Implications, John C. Coffee, Jr., Darius Palia
John C Coffee, Jr.
Hedge Fund activism has increased almost hyperbolically. Some view this optimistically as a means for bridging the separation of ownership and control; others are more pessimistic, seeing mainly wealth transfers from bondholders or speculative expectations of a takeover as fueling the spike. Equivalent division exists over the impact of this increased activism, with optimists seeing real gains that do not erode over time and improvements in operating performance, and pessimists finding shortened investment horizons, increased leverage, and reduced investment in research and development.
Our perspective is analytic. We begin by surveying the regulatory and institutional developments that have reduced the …
Global Aerospace Inc., Omnibus Order On Discovery Motions, Elizabeth E. Long
Global Aerospace Inc., Omnibus Order On Discovery Motions, Elizabeth E. Long
Georgia Business Court Opinions
No abstract provided.
Global Aerospace Inc., Order On Motions For Sanctions, Elizabeth E. Long
Global Aerospace Inc., Order On Motions For Sanctions, Elizabeth E. Long
Georgia Business Court Opinions
No abstract provided.
Examining Success, Jonathan C. Lipson
Examining Success, Jonathan C. Lipson
Jonathan C. Lipson
Chapter 11 of the Bankruptcy Code presumes that managers will remain in possession and control of a corporate debtor. This presents an obvious agency problem: these same managers may have gotten the company into trouble in the first place. The Bankruptcy Code thus includes checks and balances in the reorganization process, one of which is supposed to be an “examiner,” a private individual appointed to investigate and report on the debtor’s collapse.
We study their use in practice. Extending prior research, we find that examiners are exceedingly rare, despite the fact that they should be “mandatory” in large cases ($5 …
Law, Fugitive Capital, And Karl Polanyi's The Great Transformation, Walter J. Kendall Lll
Law, Fugitive Capital, And Karl Polanyi's The Great Transformation, Walter J. Kendall Lll
Walter J. Kendall lll
No abstract provided.
Creditors' Rights Against Participants In A Leveraged Buyout, Emily Sherwin
Creditors' Rights Against Participants In A Leveraged Buyout, Emily Sherwin
Emily L Sherwin
No abstract provided.
Collective Bargaining And The Coase Theorem, Stewart J. Schwab
Collective Bargaining And The Coase Theorem, Stewart J. Schwab
Stewart J Schwab
No abstract provided.
Coase, Rents, And Opportunity Costs, Stewart J. Schwab
Coase, Rents, And Opportunity Costs, Stewart J. Schwab
Stewart J Schwab
Professor Posin is to be congratulated on his recent article in this Review, "The Coase Theorem: If Pigs Could Fly," for creating a precise example that purports to disprove the Coase Theorem. Legal scholarship should strive more towards verifiable or falsifiable statements about the law. Of course, falsifiable statements are a risky strategy, and in this case the risk has materialized. Posin's claim—that his example shows a flaw in the Coase Theorem—is false. Posin's claim is an especially bold one, for his example deals with a shifting legal entitlement between two producers. Most successful attacks on the Coase Theorem have …
Realigning Corporate Governance: Shareholder Activism By Labor Unions, Stewart J. Schwab, Randall S. Thomas
Realigning Corporate Governance: Shareholder Activism By Labor Unions, Stewart J. Schwab, Randall S. Thomas
Stewart J Schwab
No abstract provided.
Union Raids, Union Democracy, And The Market For Union Control, Stewart J. Schwab
Union Raids, Union Democracy, And The Market For Union Control, Stewart J. Schwab
Stewart J Schwab
In this article, Professor Schwab compares the union member-leader relationship to the corporate shareholder-manager relationship and examines what can be learned from the voluminous literature regarding corporate control about problems of internal union democracy. Specifically, he questions whether a viable market for union control does or could exist that might induce leaders to act in the interests of their members. He analyzes the structural weaknesses in the market for union control and the legal factors inhibiting a union takeover market. Schwab concludes that a weak market does exist, despite the nonprofit nature of unions that limits the ability of leaders …
The Neomercantilist Fallacy And The Contextual Reality Of The Foreign Corrupt Practices Act, Philip Nichols
The Neomercantilist Fallacy And The Contextual Reality Of The Foreign Corrupt Practices Act, Philip Nichols
Philip M. Nichols
The Foreign Corrupt Practices Act is domestic legislation and should be analyzed as such. This article addresses a persistent failure in analysis of the Act, by scholars and policymakers alike. Many discussions of the Act approach it from a neomercantilist perspective. This approach contains three flaws. First, whereas neomercantilism envisions manipulation of the market to give advantage to national champion industries, the Foreign Corrupt Practices Act was adopted for the purpose of strengthening and enhancing the integrity of the global market. A neomercantilist perspective is contrary to the purpose of the Act. Second, this article shows that neomercantilism fundamentally misunderstands …
A Concept-Sensitive Managerial Analysis With Law: Applying A Business Concept To A Legal Rule To Identify The Domain Of Business Situations, James E. Holloway
A Concept-Sensitive Managerial Analysis With Law: Applying A Business Concept To A Legal Rule To Identify The Domain Of Business Situations, James E. Holloway
William & Mary Business Law Review
The traditional fact-sensitive managerial analysis with law analyzes business situations to identify legal issues and applies legal rules to facts to make judicial decisions. The fact-sensitive managerial analysis takes decades to identify a family of business situations and lacks the analytical capacity to use business knowledge (concepts) and analytical methods to identify business situations. Alternatively, a concept-sensitive managerial analysis with law increases factual sensitivity by applying a business concept to a legal rule to shorten the duration of identifying an extensive family of business situations. All situations are not useful or effective when making business decisions or managing a business. …
Corporate Social Responsibility & Concession Theory, Stefan J. Padfield
Corporate Social Responsibility & Concession Theory, Stefan J. Padfield
William & Mary Business Law Review
This Essay examines three related propositions: (1) Voluntary corporate social responsibility (CSR) fails to effectively advance the agenda of a meaningful segment of CSR proponents; (2) None of the three dominant corporate governance theories—director primacy, shareholder primacy, or team production theory—support mandatory CSR as a normative matter; and, (3) Corporate personality theory, specifically concession theory, can be a meaningful source of leverage in advancing mandatory CSR in the face of opposition from the three primary corporate governance theories. In examining these propositions, this Essay makes the additional claims that Citizens United: (A) supports the proposition that corporate personality theory matters; …
The Federal Common Law Of Successor Liability And The Foreign Corrupt Practices Act, Taylor J. Phillips
The Federal Common Law Of Successor Liability And The Foreign Corrupt Practices Act, Taylor J. Phillips
William & Mary Business Law Review
In recent years, the Department of Justice (DOJ) and the Securities and Exchange Commission (SEC) have vigorously enforced the Foreign Corrupt Practices Act (FCPA). The FCPA prohibits bribery of foreign government officials, and the statute provides for significant civil and criminal sanctions. Settling and remediating violations can cost corporate defendants millions, with several corporate enforcement actions exceeding $100 million in sanctions. Moreover, enforcement actions related to the FCPA often are not brought until many years after the alleged violations.
Because the massive potential liabilities associated with an FCPA violation may not manifest themselves until years after the violation occurred, prospective …
Deferred Corporate Prosecution As Corrupt Regime: The Case For Prison
Deferred Corporate Prosecution As Corrupt Regime: The Case For Prison
Lawrence E. Mitchell
Abstract: This paper looks at the growing phenomenon of deferred corporate criminal prosecutions from a new perspective. The literature accepts the practice and is largely concerned with the degree to which efficient and effective criminal deterrence is achieved through pretrial diversion. I examine the practice and conclude that it presents, from a structural perspective, a case of a corrupt law enforcement regime centered in the United States Department of Justice. The regime works in effective –if unintentional-- conspiracy with corporate officials to produce an inefficient enforcement regime that disregards democratic processes and threatens a loss of respect for the rule …
Disc To Fsc: A Small Business Alternative?, Scott J. Klosinski
Disc To Fsc: A Small Business Alternative?, Scott J. Klosinski
Georgia Journal of International & Comparative Law
No abstract provided.
Tax Reform Act Of 1984 - International Related-Party Factoring - A Major Tax Loophole For Multinational Corporations Is Closed, Phil Conner
Georgia Journal of International & Comparative Law
No abstract provided.
The Family Llc: A New Approach To Insuring Dynastic Wealth, Evan M. Purcell
The Family Llc: A New Approach To Insuring Dynastic Wealth, Evan M. Purcell
Evan M Purcell
No abstract provided.
Sandbagging: Default Rules And Acquisition Agreements, Charles K. Whitehead
Sandbagging: Default Rules And Acquisition Agreements, Charles K. Whitehead
Charles K Whitehead
In the M&A world, a buyer "sandbags" a seller when, knowing the seller has materially breached a warranty, it closes the deal and then asserts a post-closing claim. Traditionally, the buyer must have relied on the warranty, without knowledge of the breach, in order to prevail. The modern trend, with some exceptions, permits the buyer to sue without regard to knowledge. Parties, in both cases, can contract around the default rule--so that the default rule should affect how acquisition agreements are structured. Yet, a survey of publicly available deals, from July 2007 to June 2011, reveals that--regardless of default rule--roughly …