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Full-Text Articles in Law
Corporate Governance In A Global Environment: The Search For The Best Of All Worlds, Timothy L. Fort, Cindy A. Schipani
Corporate Governance In A Global Environment: The Search For The Best Of All Worlds, Timothy L. Fort, Cindy A. Schipani
Vanderbilt Journal of Transnational Law
This Article reflects on the various visions of corporate governance. Initially, the Article reviews the contractarian and communitarian theories of the corporation. The communitarian theory views the corporation as a separate entity, with social responsibilities not only to the shareholders but to the firm's other stakeholders and society at large. On the other hand, the contractarian approach considers the firm's shareholders as the primary constituency to whom management is accountable. Voluntary contracting and market forces align the interests of management and shareholders. The Article next analyzes salient features of corporate governance in the United States, Japan, and Germany. The United …
Commercial Norms, Commercial Codes, And International Commercial Arbitration, Christopher R. Drahozal
Commercial Norms, Commercial Codes, And International Commercial Arbitration, Christopher R. Drahozal
Vanderbilt Journal of Transnational Law
This Article examines whether the incorporation of commercial norms into commercial codes is an appropriate law-making strategy. Most commercial codes, including the Uniform Commercial Code, regard common business practices as an important source for courts to consider when resolving contract disputes. Yet some scholars criticize this incorporation strategy, arguing that reliance on commercial norms is often inappropriate and may distort the true nature of the parties' agreement. Reliance on commercial norms does restrict the ability of contracting parties to allocate part of their agreement to extra-legal means of enforcement. Nevertheless, this Article asserts that those costs may be outweighed by …