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Articles 1 - 30 of 145
Full-Text Articles in Law
Redefining Corporate Law, David K. Millon
Tax Laws Of Indiana As They Relate To Corporations For Profit, Harriet W. Bouslog, Robert C. Brown
Tax Laws Of Indiana As They Relate To Corporations For Profit, Harriet W. Bouslog, Robert C. Brown
Dr Robert Brown
No abstract provided.
Who Let You Into The House?, Lawrence Hamermesh
Who Let You Into The House?, Lawrence Hamermesh
Lawrence A. Hamermesh
Recent Congressional corporate governance initiatives have reallocated to independent directors the functions of hiring and supervising the work of certain “gatekeepers,” and some have proposed such a reallocation with respect to general counsel, as a means to address cognitive biases and capture by senior management that may prevent inside counsel from identifying and preventing corporate misconduct. That proposal, however, does not sufficiently account for the positive effect on corporate conduct arising from a close relationship of trust and confidence between general counsel and the CEO or other senior managers. Eliminating such a relationship is likely to undermine access to internal …
After Privacy: The Rise Of Facebook, The Fall Of Wikileaks, And Singapore’S Personal Data Protection Act 2012, Simon Chesterman
After Privacy: The Rise Of Facebook, The Fall Of Wikileaks, And Singapore’S Personal Data Protection Act 2012, Simon Chesterman
Simon Chesterman
This article discusses the changing ways in which information is produced, stored, and shared — exemplified by the rise of social-networking sites like Facebook and controversies over the activities of WikiLeaks — and the implications for privacy and data protection. Legal protections of privacy have always been reactive, but the coherence of any legal regime has also been undermined by the lack of a strong theory of what privacy is. There is more promise in the narrower field of data protection. Singapore, which does not recognise a right to privacy, has positioned itself as an e-commerce hub but had no …
Beyond Incentives: Making Corporate Whistleblowing Moral In The New Era Of Dodd-Frank Act "Bounty Hunting", Matt A. Vega
Beyond Incentives: Making Corporate Whistleblowing Moral In The New Era Of Dodd-Frank Act "Bounty Hunting", Matt A. Vega
Matt A Vega
In this article, I examine the SEC's new whistleblower bounty program authorized by the Dodd-Frank Act. Under the program, which went into effect last year, the SEC is required to pay a bounty to whistleblowers who voluntarily provide the agency with "original information" about a potential securities law violation that leads to a successful SEC or "related" enforcement action and that results in monetary sanctions of sufficient size. When the average SEC settlement is over $18.3 million, whistleblowers can expect the average bounty to be well in the range of $2-5 million.
My contention is that this new program is …
New Directions In Corporate Law Communitarians, Contractarians, And The Crisis In Corporate Law, David K. Millon
New Directions In Corporate Law Communitarians, Contractarians, And The Crisis In Corporate Law, David K. Millon
David K. Millon
No abstract provided.
Theories Of The Corporation, David Millon
A Call For Action: An Analysis Of The Impending Regulatory Crisis In The Municipal Securities Market, Philip Grommet
A Call For Action: An Analysis Of The Impending Regulatory Crisis In The Municipal Securities Market, Philip Grommet
Philip Grommet
This Article warns of an impending regulatory crisis in the municipal securities market. The municipal securities market is an integral tool that allows state and local governments to implement important public interest projects by appealing to retail investors seeking tax-exempt income. Its regulation has garnered little attention – aside from the market’s characterization as “sleepy.” However, the market has grown exponentially and today’s market is increasingly populated with complex financial instruments. Quite simply, its regulation has not kept pace with developments in the market. Municipal securities issuers are not subject to the general registration requirements of the Securities Act of …
Contracting In The Modern World, Enrico Baffi
Contracting In The Modern World, Enrico Baffi
enrico baffi
In this paper I try explore some of the basic features of modern mass contracting. In my opinion, there are basically four characteristics of modern mass contracting: a)he reduced negotiations; b) the dissemination of standard form contracts; c) the presence of abusive clauses; d) and the recapitulation of the contract and its execution in a single act of stipulation. All the changes are the consequences in the changes of relative costs of activities: a) The reduction in negotiations is the result first of all of the costs that this activity requires and of the costs required to manage personalized contracts; …
Widener Law, The Institute Of Delaware Corporate & Business Law, On-Line Symposium: Default Fiduciary Duties In Llcs And Lps, Lawrence Hamermesh
Widener Law, The Institute Of Delaware Corporate & Business Law, On-Line Symposium: Default Fiduciary Duties In Llcs And Lps, Lawrence Hamermesh
Lawrence A. Hamermesh
No abstract provided.
Keeping Secrets: An Alternative To The Economic Penalty Enhancement Act, Brittani N. Baldwin
Keeping Secrets: An Alternative To The Economic Penalty Enhancement Act, Brittani N. Baldwin
Brittani N. Baldwin
No abstract provided.
Janus Capital Group, Inc. V. First Derivative Traders: The Culmination Of The Supreme Court’S Reactionary Rule 10b-5 Jurisprudence Which Protects Fraud At The Expense Of Investors, Charles W. Murdock
Janus Capital Group, Inc. V. First Derivative Traders: The Culmination Of The Supreme Court’S Reactionary Rule 10b-5 Jurisprudence Which Protects Fraud At The Expense Of Investors, Charles W. Murdock
Charles W. Murdock
Summary: Janus Capital Group, Inc. v. First Derivative Traders: The Culmination of the Supreme Court’s Reactionary Rule 10b-5 Jurisprudence Which Protects Fraud at the Expense of Investors
“Political” decisions such as Citizens United and National Federation of Independent Business (“Obamacare”) reflect the reactionary bent of several Supreme Court justices. But this reactionary trend is discernible in other areas as well. With regard to Rule 10b-5, the Court has handed down a series of decisions that could be grouped into four trilogies. The article examines the trend over the past 40 years which has become increasingly conservative and finally reactionary.
The …
Which Interests Should Tort Protect?, Jean M. Thomas
Which Interests Should Tort Protect?, Jean M. Thomas
Jean M Thomas
The paper asks the question of what justifies the practice of tort law. It asks the question with a particular focus: which interests should tort protect? The paper argues that tort selects and protects a determinate set of interests even if we do not take it to be doing so. The second claim advanced in the paper is that tort law is constitutive of political society in the sense that it expresses our sense of ourselves as persons within society, and our sense of what we owe one another. Given that tort law inevitably selects a particular set of interests …
Between Law And Markets: Is There A Role For Culture And Ethics In Financial Regulation, Robert David, Daniel Awrey, |William Blair
Between Law And Markets: Is There A Role For Culture And Ethics In Financial Regulation, Robert David, Daniel Awrey, |William Blair
robert david
The limits of markets as mechanisms for constraining socially suboptimal behavior are well documented. Simultaneously, conventional approaches toward the law and regulation are often crude and ineffective mechanisms for containing the social costs of market failure. So where do we turn when both law and markets fail to live up to their social promise? Two possible answers are culture and ethics. In theory, both can help constrain socially undesirable behavior in the vacuum between law and markets. In practice, however, both exhibit manifest shortcomings.
To many, this analysis may portend the end of the story. From our perspective, however, it …
Crime, War & Romanticism: Arthur Andersen And The Nature Of Entity Guilt, David N. Cassuto
Crime, War & Romanticism: Arthur Andersen And The Nature Of Entity Guilt, David N. Cassuto
David N Cassuto
In 2002, Arthur Andersen, LLP stood trial for obstruction of justice. The prosecution offered several theories as to who at the firm had committed the crime but no one theory satisfied all twelve jurors. In an attempt to break its deadlock, the jury asked whether it could convict i f some jurors thought Person A at Andersen had done it and some thought it was Person B. Following argument, the judge ruled that it could convict. This article argues that the court's response to the jury's query was wrong as a matter of law and policy. The ruling misconstrues the …
Boardroom Diversity: Why It Matters, Lawrence J. Trautman
Boardroom Diversity: Why It Matters, Lawrence J. Trautman
Lawrence J. Trautman Sr.
What exactly is board diversity and why does it matter? How does diversity fit in an attempt to build the best board for an organization? What attributes and skills are required by law and what mix of experiences and talents provide the best corporate governance? Even though most companies say they are looking for diversity, why has there been such little progress? Are required director attributes, which are a must for all boards, consistent with future diversity gains and aligned with achieving high performance and optimal board composition? How might women and people of color best cultivate the skills necessary …
How Statistical Sampling Can Solve The Conundrum Of Compensation Disclosures Under Dodd-Frank, Michael Ohlrogge
How Statistical Sampling Can Solve The Conundrum Of Compensation Disclosures Under Dodd-Frank, Michael Ohlrogge
Michael Ohlrogge
One of the more controversial measures of the Dodd-Frank bill is its requirement that companies report the ratio of their CEO’s compensation to that of their median employee. Critics of this provision have claimed that for large companies with employees and subsidiaries throughout the world, compliance with this measure alone could cost millions of dollars a year, due to the difficulties in identifying the median employee. This paper demonstrates that the Securities and Exchange Commission, which is charged with implementing this provision, has the latitude to direct companies to calculate the figure using a statistical sampling procedure which would greatly …
A U.S./Canadian Dialogue About The Current State Of Poison Pills, Lawrence A. Hamermesh, Pierre-Yves Leduc
A U.S./Canadian Dialogue About The Current State Of Poison Pills, Lawrence A. Hamermesh, Pierre-Yves Leduc
Lawrence A. Hamermesh
No abstract provided.
Janus Capital Group, Inc. V. First Derivative Traders: The Culmination Of The Supreme Court’S Reactionary Rule 10b-5 Jurisprudence Which Protects Fraud At The Expense Of Investors, Charles W. Murdock
Janus Capital Group, Inc. V. First Derivative Traders: The Culmination Of The Supreme Court’S Reactionary Rule 10b-5 Jurisprudence Which Protects Fraud At The Expense Of Investors, Charles W. Murdock
Charles W. Murdock
Summary: Janus Capital Group, Inc. v. First Derivative Traders: The Culmination of the Supreme Court’s Reactionary Rule 10b-5 Jurisprudence Which Protects Fraud at the Expense of Investors
“Political” decisions such as Citizens United and National Federation of Independent Business (“Obamacare”) reflect the reactionary bent of several Supreme Court justices. But this reactionary trend is discernible in other areas as well. With regard to Rule 10b-5, the Court has handed down a series of decisions that could be grouped into four trilogies. The article examines the trend over the past 40 years which has become increasingly conservative and finally reactionary.
The …
Janus Capital Group, Inc. V. First Derivative Traders: The Culmination Of The Supreme Court’S Reactionary Rule 10b-5 Jurisprudence Which Protects Fraud At The Expense Of Investors, Charles W. Murdock
Janus Capital Group, Inc. V. First Derivative Traders: The Culmination Of The Supreme Court’S Reactionary Rule 10b-5 Jurisprudence Which Protects Fraud At The Expense Of Investors, Charles W. Murdock
Charles W. Murdock
Summary: Janus Capital Group, Inc. v. First Derivative Traders: The Culmination of the Supreme Court’s Reactionary Rule 10b-5 Jurisprudence Which Protects Fraud at the Expense of Investors
“Political” decisions such as Citizens United and National Federation of Independent Business (“Obamacare”) reflect the reactionary bent of several Supreme Court justices. But this reactionary trend is discernible in other areas as well. With regard to Rule 10b-5, the Court has handed down a series of decisions that could be grouped into four trilogies. The article examines the trend over the past 40 years which has become increasingly conservative and finally reactionary.
The …
New Owners And Old Managers: Lessons From The Socialist Camp, Richard M. Buxbaum
New Owners And Old Managers: Lessons From The Socialist Camp, Richard M. Buxbaum
Richard M. Buxbaum
No abstract provided.
Collaborating With Students As Co-Authors, Wendy B. Davis
Collaborating With Students As Co-Authors, Wendy B. Davis
Wendy B. Davis
The purpose of this article is to describe the process of collaborating with students enrolled in a course to produce a casebook to be published after the conclusion of the course. I have written two published casebooks, with significant portions of each book written by students as contributing authors. Utilization of a variety of teaching methods facilitates learning by our students. While this article only describes one end- result, the creation of a casebook, the process of creating that book involves many different teaching methods, thus many different opportunities to address students’ differing learning styles. Students learn best when they …
We Want Our Lives Back Too: Expanding Absolute Liability To Include A Recovery For The Victims Of Ecological Catastrophies, Prentice L. White
We Want Our Lives Back Too: Expanding Absolute Liability To Include A Recovery For The Victims Of Ecological Catastrophies, Prentice L. White
Prentice L White
WE WANT OUR LIVES BACK TOO: EXPANDING THE COVERAGE OF ABSOLUTE LIABILITY TO INCLUDE A RECOVERY FOR THE VICTIMS OF ECOLOGICAL CATASTROPHES BY PRENTICE L. WHITE No one could have anticipated that the worst ecological disaster in history would take place near Louisiana’s coastline. The morning of April 20, 2010, started like any other spring day, but less than ten hours after the sun rose that morning there would be an explosion that would kill 11 oil workers. The first from the explosion would be seen from outer space and millions of gallons of crude oil would spew into the …
The Corporation And Transactional Political Speech, C. Timothy Murphy Iii
The Corporation And Transactional Political Speech, C. Timothy Murphy Iii
C. Timothy Murphy III
Corporations enjoy virtually unlimited First Amendment protections under the current law. Corporate personhood and the constitutional rights of corporations have become polarizing and controversial topics, especially in the wake of the Citizens United Supreme Court ruling. However, this area of law has been gradually developing well before that case was ever argued.
A review of the Citizens United line of cases explains how the law has evolved to this point. Furthermore, exploration of organizational concepts of corporations and other business entities illustrates significant differences between them and natural persons. These inherent traits of corporations make their speech primarily transactional in …
The Global Supply Contract Charade: How Corporate Greed Fuels Human Trafficking And Forced Labor, Naomi Jiyoung Bang
The Global Supply Contract Charade: How Corporate Greed Fuels Human Trafficking And Forced Labor, Naomi Jiyoung Bang
Naomi J Bang
ABSTRACT: THE GLOBAL SUPPLY CONTRACT CHARADE
HOW CORPORATE GREED FUELS HUMAN TRAFFICKING AND FORCED LABOR
Human trafficking and forced labor reflect the dark side of globalization, where criminal gangs trade people through international channels via a rapidly growing network of electronic communications and transport. Unfortunately, it is not just the criminal element that is complicit in these activities. Multinational corporations also contribute through their massive global production chains, increasing chances that their products could be made by trafficked workers. Corporations also shift liability for these acts onto their overseas suppliers through “arm’s length” global supply contracts and by pointing to …
The Rebirth Of Dependence: Offering An Alternative Understanding Of Financial Crisis, Ciara Hackett
The Rebirth Of Dependence: Offering An Alternative Understanding Of Financial Crisis, Ciara Hackett
Ciara Hackett
Dependency theory situated within the broader field of development studies draws on Marxist inspired theories of development and tends to oppose the neo-liberalism interpretation of the markets that is prevalent today. In considering the global system as a mixture of dependent relationships, it goes beyond inter-dependence, suggesting that such relationships are unequal.
The financial crisis of 2007 – 2010 has provided academics and commentators with a unique environment to debate, discuss and analyse our current understanding of the global financial system, the relationships within and the role of entities such as the multi-national corporation (MNC). This article takes dependency theory …
The Foundation Of Rectification In The Corporate Opportunity Doctrine, Xueping Chen
The Foundation Of Rectification In The Corporate Opportunity Doctrine, Xueping Chen
xueping chen
Professor Xueping Chen Law School, Southcentral University for Nationalities, Wuhan, Hubei, China 430074 Academic visitor, Law Faculty, Oxford University, Oxford, UK, OX1 3UL Correspondance:Law School, Southcentral University for Nationalities, Minyuan Road 708, Hongshan District,Wuhan, Hubei, China 430074 xpchen189@126.com or xueping.chen@law.ox.ac.uk Abstract: In this paper, I discuss the proposal that directors or officers’ breaching the loyalty duty to the corporation by usurping the corporate opportunities is a wrong which ought to rectify according to the corrective justice. My aims are to clarify that usurping a corporate opportunity is a civil wrong and to discuss the rationale of the Corporate Opportunity Doctrine …
Default Fiduciary Duties In Delaware Llcs: Why The Highly Adaptive Llc Form Calls For A Flexible Default Fiduciary Duty Rule, Richard D. Lahey
Default Fiduciary Duties In Delaware Llcs: Why The Highly Adaptive Llc Form Calls For A Flexible Default Fiduciary Duty Rule, Richard D. Lahey
Richard D Lahey
No abstract provided.
Recalibrating After Kiobel: Evaluating The Utility Of The Racketeer Influenced And Corrupt Organizations Act In Litigating Corporate Abuse, Julian Simcock
Recalibrating After Kiobel: Evaluating The Utility Of The Racketeer Influenced And Corrupt Organizations Act In Litigating Corporate Abuse, Julian Simcock
Julian Simcock
This analysis seeks to explore the un-examined question of whether RICO could one day become a useful surrogate for the Alien Tort Statute (ATS) in litigating against international corporate abuses. Decades after the ATS had become a robust tool for bringing claims for international violations in U.S. courts, the Second Circuit recently ruled in Kiobel v. Royal Dutch Petroleum that corporations cannot be held liable for torts in violation of the law of nations under the ATS. Rulings by the D.C Circuit and the Seventh Circuit quickly breathed new life into the debate, and the circuit split is now destined …
Employers United: An Empirical Analysis Of Corporate Political Speech In The Wake Of The Affordable Care Act, Elizabeth Weeks Leonard, Susan Scholz, Raquel Meyer Alexander
Employers United: An Empirical Analysis Of Corporate Political Speech In The Wake Of The Affordable Care Act, Elizabeth Weeks Leonard, Susan Scholz, Raquel Meyer Alexander
Elizabeth A. Weeks
Is the Patient Protection and Affordable Care Act (ACA) bad for business? Did the countries' most prominent companies game the Securities and Exchange Commission (SEC) disclosure process to make negative political statements about ObamaCare? Immediately following the ACA's enactment on March 23, 2010, a number of companies drew scrutiny for issuing SEC filings writing off millions – and in AT&T's case, one billion dollars – against expected earnings for 2010 alone, based on a single, discrete tax-law change in the ACA. Congressional and Administration officials accused the firms of being “irresponsible” and using “big numbers to exaggerate the health reform's …