Law Commons^™

A Proposal To Strengthen Special Committees, Elizabeth Pollman

Elizabeth Pollman

Special committees make some of the most important decisions facing corporations. Decisionmaking is central to their purpose. That high-quality decisions be made on these issues has become even more urgent in this time of economic volatility and outrage about corporate irresponsibility. Indeed, special committees may be increasingly in the spotlight as the current economic crisis will likely lead to a flood of shareholder litigation, and when credit markets thaw, a wave of strategic transactions.

Sometimes a board will create a special committee of just one person to handle a crucial matter. This Article proposes that courts or legislatures firmly establish …

Brief Of Professors Lawrence A. Hamermesh And Mary Brigid Mcmanamon As Amici Curiae Supporting Petitioners Ca Pub. Employees Ret. Sys. V. Felzen, 525 U.S. 315 (S. Ct. 1998) (No. 97-1732), Lawrence Hamermesh, Mary Brigid Mcmanamon

Mary Brigid McManamon

No abstract provided.

Invisible Ink In The Eighth Arrondissement, Karl T. Muth

Karl T Muth

IMPORTANT: This document may prompt you for a username and password. If this occurs, please simply click "cancel" and the document will load. Thank you. This Article deals with the history of the secret contract that governs the distribution of economic rents enjoyed by Formula One. It further explores the environment in which this secret contract evolved and briefly discusses applications for secret contracts in other scenarios and industries.

With Avarice Aforethought: Insider Trading And 10b5-1 Plans, Karl T. Muth

Karl T Muth

The 10b5-1 plan and its growing popularity create a variety of governance problems and temptations for executives at publicly-traded corporations. The thought, in creating a safe harbor for such plans, was to allow insiders to diversify their individual holdings while in possession of nonpublic, material information. The 10b5-1 plan allows the actual liquidation transaction to occur while the plan participant is in possession of inside information, so long as the orders or instructions causing the trade were created as part of a "plan" that predates the insider's acquisition of the pertinent information. This creates a sort of time machine, where …

Corporate Corruption And The Complicity Of Congress And The Supreme Court - The Tortuous Path From Central Bank To Stoneridge Investment Partners, Charles W. Murdock

Charles W. Murdock

The main thrust of this article is that courts and legislatures, particularly the past Republican Congresses and the Supreme Court, as well as lower federal courts, are biased in favor of management; moreover that their failure to hold management to account has emboldened management to engage in illicit behavior and has led to supineness, or worse, by gatekeepers, such as accountants and boards of directors. The willingness of federal courts to disregard blatant corruption and give crooks a free pass by engaging in outcome determinative decision making and strained interpretations of the law is epitomized in the recent decision of …

Corporate Corruption And The Complicity Of Congress And The Supreme Court - The Tortuous Path From Central Bank To Stoneridge Investment Partners, Llc V. Scientific-Atlanta, Inc. [Rev’D 7/6/08], Charles W. Murdock

Charles W. Murdock

The main thrust of this article is that courts and legislatures, particularly the past Republican Congresses and the Supreme Court, as well as lower federal courts, are biased in favor of management; moreover that their failure to hold management to account has emboldened management to engage in illicit behavior and has led to supineness, or worse, by gatekeepers, such as accountants and boards of directors. The willingness of federal courts to disregard blatant corruption and give crooks a free pass by engaging in outcome determinative decision making and strained interpretations of the law is epitomized in the recent decision of …

Corporate Corruption And The Complicity Of Congress And The Supreme Court - The Tortuous Path From Central Bank To Stoneridge Investment Partners, Charles W. Murdock

Charles W. Murdock

The main thrust of this article is that courts and legislatures, particularly the past Republican Congresses and the Supreme Court, as well as lower federal courts, are biased in favor of management; moreover that their failure to hold management to account has emboldened management to engage in illicit behavior and has led to supineness, or worse, by gatekeepers, such as accountants and boards of directors. The willingness of federal courts to disregard blatant corruption and give crooks a free pass by engaging in outcome determinative decision making and strained interpretations of the law is epitomized in the recent decision of …

Corporate Corruption And The Complicity Of Congress And The Supreme Court - The Tortuous Path From Central Bank To Stoneridge Investment Partners, Llc V. Scientific-Atlanta, Inc.., Charles W. Murdock

Charles W. Murdock

This article asserts that Congress and the federal courts are complicit in the widespread corporate corruption that has come to light this past decade. It begins by exploring the notion of bias and then chronicles judicial developments which have protected corporate officials, who have engaged in securities fraud and other wrongful conduct, at the expense of innocent shareholders and investors. It also analyzes the public policy in favor of corruption embodied in the Private Litigation Securities Reform Act, and the actions of federal courts in expanding the protection of PLSRA even beyond that dictated by the language of the statute. …

Auction Rate Securities: Mechanics And Turmoil, Sachin Raval

Sachin R Raval

This study's objective was to understand the origins, mechanics and recent turmoil of the Auction Rate Securities market. Prior to the 2008 collapse, the ARS market had a successful 20-year history. Many investors believed that auction rate securities were cash equivalents with above market yields. Unfortunately, due to the credit crunch, these securities became illiquid, as no buyers were willing to take existing holders' positions. Furthermore, the clearing rate or interest rate of these securities is set through a Dutch auction. In 2006, the SEC conducted a probe of the ARS market. This probe revealed that broker/dealers prevented failed auctions …

The Fortunes & Foibles Of Exchange-Traded Funds, William A. Birdthistle

William Birdthistle

One of the most dynamic and complex new investment vehicles on the market today is the exchange-traded fund, a security that provides the diversification of a mutual fund but trades on an exchange like a stock. In just over a decade, the number of ETFs has proliferated to well over 500, attracting almost half a trillion dollars in investment. Most of that growth has occurred in just the past two years, and ETFs are projected to continue growing at a pace far faster than hedge funds and mutual funds in the coming years. Yet for all this extraordinary growth, legal …

The One Minute Manager Prepares For Mediation: A Multidisciplinary Approach To Negotiation Preparation, Donald R. Philbin, Jr.

Donald R. Philbin Jr.

No abstract provided.

The Corporate Common Good: The Right And Obligation Of Managers To Do Good To Others, Edward Lyons

Edward C. Lyons

In this Article we articulate a model of managerial freedom - and even obligation - to engage in philanthropic activity differing in significant respects from that described by Germain Grisez in his influential work of Christian ethics "The Way of the Lord Jesus: Difficult Moral Questions." We argue that Grisez's conception of a corporation as essentially ordered to the economic benefit of its stakeholders unnecessarily restricts a corporate manager's freedom of action. While Grisez denies that bald profit maximization is an appropriate standard for economic activity, it is difficult to avoid the conclusion that he eventually falls back into what …

In Re Ehmann Ii: Now You See It, Now You Don’T, Thomas Geu, Thomas Rutledge

Thomas E. Geu

No abstract provided.

Guess Who’S Coming To Dinner: The Bankruptcy Trustee's Ability To Become A Member Of An Llc And The Ehmann Decision, Thomas Geu, Thomas Rutledge

Thomas E. Geu

No abstract provided.

The Albright Decision - Why An Smllc Is Not An Appropriate Asset Protection Vehicle, Thomas Geu, Thomas Rutledge

Thomas E. Geu

No abstract provided.

Lawyer Responsibilities In The New Disclosure & Corporate Governance Regime, Lawrence Hamermesh

Lawrence A. Hamermesh

No abstract provided.

Directors' Duties: The Impact Of The Company Directors Disqualification Act, Adrian Walters

Adrian J Walters

No abstract provided.

Enforcing Wrongful Trading: Substantive Problems And Practical Disincentives, Adrian Walters

Adrian J Walters

No abstract provided.

The Shareholder Rights By-Law: Doubts From Delaware, Lawrence Hamermesh

Lawrence A. Hamermesh

No abstract provided.

Creditor-Funded Litigation In Corporate Insolvency, Adrian Walters

Adrian J Walters

No abstract provided.

Priority Of The Floating Charge In Corporate Insolvency, Adrian Walters

Adrian J Walters

No abstract provided.

Current Issues Regarding Derivative Suits And Pre-Suit Demand, A. Sparks, Lawrence Hamermesh, William Lafferty, Kurt Heyman

Lawrence A. Hamermesh

No abstract provided.

Professional Corporations - Recent Developments, Hugh Ault

Hugh J. Ault

No abstract provided.

Harmonization Of Company Law In The European Economic Community, Hugh Ault

Hugh J. Ault

No abstract provided.