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Full-Text Articles in Law

Fiduciary Duties And Corporate Climate Responsibility, Cynthia A. Williams Jan 2021

Fiduciary Duties And Corporate Climate Responsibility, Cynthia A. Williams

Vanderbilt Law Review

Corporate-law scholarship for decades has been occupied with agency costs and how to mitigate them. But when I teach the basic business organizations class, starting with agency law and looking at the fiduciary duties of care, loyalty, and full disclosure of any agent to her principal, we explore both costs and benefits of agency relationships. I do so by introducing Ronald Coase’s theory of the firm. Using an example close to most second-year law students’ experience, that of buying a suit for interviews, I contrast Brooks Brothers establishing its own factories (the “make” decision) with Brooks Brothers using supply chains, …


The Cambridge Handbook Of Social Enterprise Law, Lloyd Histoshi Mayer, Paul B. Miller Jan 2018

The Cambridge Handbook Of Social Enterprise Law, Lloyd Histoshi Mayer, Paul B. Miller

Books

Book Chapters

Lloyd Hitoshi Mayer, Creating a Tax Space for Social Enterprise, in The Cambridge Handbook of Social Enterprise Law 157 (Benjamin Means & Joseph W. Yockey eds., 2018)

While still relatively few in number compared to traditional nonprofit and for-profit organizations, the rise of social enterprises represents a possible disruption of not only existing models of doing business but also areas of law that in many respects have seen little fundamental change for decades. One such area is domestic tax law, where social enterprises currently find themselves subject to the rules of for-profit activities and entities. Here, both scholars …


Directorial Fiduciary Duties In A Tracking Stock Equity Structure: The Need For A Duty Of Fairness, Jeffrey J. Haas Jan 1996

Directorial Fiduciary Duties In A Tracking Stock Equity Structure: The Need For A Duty Of Fairness, Jeffrey J. Haas

Articles & Chapters

No abstract provided.


Business Associations -- 1960 Tennessee Survey, Kenneth L. Roberts Oct 1960

Business Associations -- 1960 Tennessee Survey, Kenneth L. Roberts

Vanderbilt Law Review

Two opinions of the court of appeals during the survey period-one unpublished-discussed the fiduciary duties owing by officers and directors to their corporations. In Harriman Welding Supply Co. v. Lake City Lightweight Aggregate Corp.,' Presiding Judge McAmis of the eastern section found occasion to state the principles applicable when the fairness of contracts between two corporations having interlocking directorates is questioned.