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Full-Text Articles in Law
Why The Corporation Locks In Financial Capital But The Partnership Does Not, Richard Squire
Why The Corporation Locks In Financial Capital But The Partnership Does Not, Richard Squire
Faculty Scholarship
Each partner in an at-will partnership can obtain a cash payout of his interest at any time. The corporation, by contrast, locks in shareholder capital, denying general payout rights to shareholders unless the charter states otherwise. What explains this difference? This Article argues that partner payout rights reduce the costs of two other characteristics of the partnership: the non-transferability of partner control rights, and the possibility for partnerships to be formed inadvertently. While these characteristics serve valuable functions, they can introduce a bilateral-monopoly problem and a special freezeout hazard unless each partner can force the firm to cash out his …
The Case For Accountability & Transparency: How Corporate Asset Forfeiture Creates A Conflict Of Interest, Tiffany J. Klinger
The Case For Accountability & Transparency: How Corporate Asset Forfeiture Creates A Conflict Of Interest, Tiffany J. Klinger
Fordham Journal of Corporate & Financial Law
Asset forfeiture is a tool used by law enforcement to seize property or profits related to criminal activity. Due to the public's growing distain of asset forfeiture, congressional and state reform has attempted to curtail the use of civil asset forfeiture over the past twenty years. However, little attention has been given where asset forfeiture is used against corporations. This Note sheds light as to how asset forfeiture is used against the organizational defendant and makes the following observations: First, asset forfeiture is a powerful tool in corporate criminal proceedings; however, forfeiture lacks the procedural restraints that are placed on …
Keeping Shareholder Activism Alive: A Comparative Approach To Outlawing Dead Hand Proxy Puts In Delaware, Danielle A. Rapaccioli
Keeping Shareholder Activism Alive: A Comparative Approach To Outlawing Dead Hand Proxy Puts In Delaware, Danielle A. Rapaccioli
Fordham Law Review
Current trends in shareholder activism have brought to light the competing interests of management and stockholders. With a rise in shareholder activism, firms are continuing to include change in control provisions, known as proxy puts, in their debt agreements to counter activist success. Recent litigation regarding the use of these provisions has created a debate as to whether these provisions are valid under Delaware law. Moreover, companies and lending institutions have morphed these provisions into a more restrictive form, known as “dead hand proxy puts.” The controversy analyzed in this Note arises out of the use of dead hand proxy …
What We Talk About When We Talk About Voting: Efficiency And The Error In Empty Voting, Patricia Beck
What We Talk About When We Talk About Voting: Efficiency And The Error In Empty Voting, Patricia Beck
Fordham Journal of Corporate & Financial Law
Under the shareholder primacy model, shareholders exercise voting power because their votes are wealth maximizing and efficient. The practice of decoupling, or the strategic separation of the right to vote on a share from the economic ownership of that share, undermines this efficiency. The decoupled investor’s interests are not aligned with maximizing the value of the corporation and decoupled investors have, to the detriment of all other shareholders, used their voting power to dictate inefficient corporate decisions. This Note advocates for proxy card disclosure of decoupled shares and subsequent voiding of the decoupled votes. In this way, only those shares …
The Sum Of Its Parts: The Lawyer-Client Relationship In Initial Public Offerings, Jeremy R. Mcclane
The Sum Of Its Parts: The Lawyer-Client Relationship In Initial Public Offerings, Jeremy R. Mcclane
Fordham Law Review
This Article examines the impact of the quality of a lawyer's working relationship with his or her client on one of the most important types of capital markets deal in a company's existence: its initial public offering (IPO). Drawing on data from interviews with equity capital markets lawyers at major law firms, and analyzing data from IPOs in the United States registered with the Securities and Exchange Commission between June 1996 and December 2010, this study finds a strong association between several measures of IPO performance and the familiarity between the lead underwriter and its counsel, as measured by the …
The Home-State Test For General Personal Jurisdiction, Howard M. Erichson
The Home-State Test For General Personal Jurisdiction, Howard M. Erichson
Faculty Scholarship
This article attempts to articulate the due process test for general in personam jurisdiction. It frames the question as what gives a state sufficiently plenary power over a person that the state may adjudicate claims against the person regardless of where the claims arose, and it answers that question in terms of a home-state relationship between the defendant and the forum state. Written for a roundtable on the upcoming Supreme Court case of DaimlerChrysler AG v. Bauman, the article urges the Court to state the home-state test for general jurisdiction more clearly than it did two years ago in Goodyear …
Don't Blame Me, Blame The Financial Crisis: A Survey Of Dismissal Rulings In 10b-5 Suits For Subprime Securities Losses, Christopher J. Miller
Don't Blame Me, Blame The Financial Crisis: A Survey Of Dismissal Rulings In 10b-5 Suits For Subprime Securities Losses, Christopher J. Miller
Fordham Law Review
This Note surveys thirty-four district court decisions on motions to dismiss in actions brought under SEC Rule 10b-5 for losses suffered during the recent financial crisis. This Note focuses on issues of scienter and loss causation, the elements of a 10b-5 claim most likely to be affected by a market-wide downturn. In the opinions surveyed, successfully pleading scienter proved the biggest hurdle for plaintiffs in surviving a motion to dismiss, and this Note proceeds to analyze the factors that influenced whether a district court found scienter to be adequately pleaded. This Note also examines efforts by both plaintiffs and defendants …
Llcs Are The New King Of The Hill: An Empirical Study Of The Number Of New Llcs, Corporations And Lps Formed In The United States Between 2004-2007 And How Llcs Were Taxed For Tax Years 2002-2006, Rodney D. Chrisman
Fordham Journal of Corporate & Financial Law
No abstract provided.
Team Of Rivals? Toward A New Model Of The Corporate Attorney-Client Relationship, David B. Wilkins
Team Of Rivals? Toward A New Model Of The Corporate Attorney-Client Relationship, David B. Wilkins
Fordham Law Review
No abstract provided.
The Lawyer's Role In A Contemporary Democracy, Promoting The Rule Of Law, The Corporate Lawyer's Role In A Contemporary Democracy, Colin Marks, Nancy B. Rapoport
The Lawyer's Role In A Contemporary Democracy, Promoting The Rule Of Law, The Corporate Lawyer's Role In A Contemporary Democracy, Colin Marks, Nancy B. Rapoport
Fordham Law Review
No abstract provided.
Alien Tort Statute Accomplice Liability Cases: Should Courts Apply The Plausibility Pleading Standard Of Bell Atlantic V. Twombly?, Amanda Sue Nichols
Alien Tort Statute Accomplice Liability Cases: Should Courts Apply The Plausibility Pleading Standard Of Bell Atlantic V. Twombly?, Amanda Sue Nichols
Fordham Law Review
When a corporation operating abroad either conspires with, or aids and abets, an oppressive regime in violating human rights, victims can seek redress in U.S. courts under the Alien Tort Statute. In assessing such claims, some courts have chosen to apply a liberal pleading standard, while others have applied a heightened pleading standard to combat frivolous lawsuits. This Note suggests that courts should apply a third standard--the plausibility standard applied to claims under section 1 of the Sherman Act by the U.S. Supreme Court in Bell Atlantic Corp. v. Twombly. This Note argues that applying that standard to Alien Tort …
The Corporate Governance And Public Policy Implications Of Activist Distressed Debt Investing, Michelle M. Harner
The Corporate Governance And Public Policy Implications Of Activist Distressed Debt Investing, Michelle M. Harner
Fordham Law Review
Activist institutional investors traditionally have invested in a company's equity to try to influence change at the company. Some of these investors, however, are now purchasing a company's debt for this same purpose. They may seek to change a company's management and board personnel, operational strategies, asset holding, or capital structure. The Chapter 11 bankruptcy cases of Allied Holdings, Inc. and its affiliates exemplify the stategies of activist distressed debt investors. In the Allied cases, Yucaipa Companies, a distressed debt investor, puchased approximately 66% of Allied's outstanding general unsecured bond debt. Yucaipa used this debt position to exert significant influence …
Law And The Rise Of The Firm , Henry Hansmann, Reiner Kraakman, Richard Squire
Law And The Rise Of The Firm , Henry Hansmann, Reiner Kraakman, Richard Squire
Faculty Scholarship
Organizational law empowers firms to hold assets and enter contracts as entities that are legally distinct from their owners and managers. Legal scholars and economists have commented extensively on one form of this partitioning between firms and owners: namely, the rule of limited liability that insulates firm owners from business debts. But a less-noticed form of legal partitioning, which we call "entity shielding," is both economically and historically more significant than limited liability. While limited liability shields owners' personal assets from a firm's creditors, entity shielding protects firm assets from the owners' personal creditors (and from creditors of other business …
New Business Entities In Evolutionary Perspective, Henry Hansmann, Reiner Kraakman, Richard Squire
New Business Entities In Evolutionary Perspective, Henry Hansmann, Reiner Kraakman, Richard Squire
Faculty Scholarship
The new types of business forms that have developed over the past thirty years all combine the freedom of contracting that is traditional to the partnership with the pattern of creditors' rights that is traditional to the business corporation. Legal scholars differ on the issue of whether these new business forms are more partnership-like or corporation-like. Those taking the partnership-like view argue that the degree of freedom of contract is the essential difference between the traditional corporation and partnership forms, while those adhering to the corporation-like view argue that the pattern of creditors' rights is the essential difference. The authors …
Time, Uncertainty, And The Law Of Corporate Reorganizations, John M. Czarnetzky
Time, Uncertainty, And The Law Of Corporate Reorganizations, John M. Czarnetzky
Fordham Law Review
No abstract provided.
An Economic Analysis Of The Potential For Coercion In Consent Solicitations For Bonds, Royce De R. Barondes
An Economic Analysis Of The Potential For Coercion In Consent Solicitations For Bonds, Royce De R. Barondes
Fordham Law Review
No abstract provided.
The Wake Of Paramount V. Qvc: Can A Majority Shareholder Avoid Triggering The Auction Duty During A Merger And Retain A Significant Equity Interest? Suggestion: A Pooling Of Interests, Phillip J. Azzollini
The Wake Of Paramount V. Qvc: Can A Majority Shareholder Avoid Triggering The Auction Duty During A Merger And Retain A Significant Equity Interest? Suggestion: A Pooling Of Interests, Phillip J. Azzollini
Fordham Law Review
No abstract provided.
The Fair Value Of Minority Stock In Closely Held Corporations, Zenichi Shishido
The Fair Value Of Minority Stock In Closely Held Corporations, Zenichi Shishido
Fordham Law Review
In this Article, Professor Shishido examines the various methods—those used by the courts as well as those suggested by law and economics scholars—for determining the fair value of minority stock in closely held corporations. In Professor Shishido's view, the courts' method of weighing—the so-called Delaware block method—fails to arrive at the true value of the minority's shares and often undervalues their worth. Professor Shishido also argues that law and economics scholars fail to differentiate between closely held corporations and publicly held corporations, thus failing to include the effect of corporate law on the fair value of closely held corporate stock.
The Publicly Held Corporation And The Insurability Of Punitive Damages, Alyssa Walden
The Publicly Held Corporation And The Insurability Of Punitive Damages, Alyssa Walden
Fordham Law Review
No abstract provided.
Financing The Small Credit Risk Corporation Under Section 302(B)(1): A Rejection Of The Meaningful Reduction Test, Steven C. Joszef
Financing The Small Credit Risk Corporation Under Section 302(B)(1): A Rejection Of The Meaningful Reduction Test, Steven C. Joszef
Fordham Law Review
No abstract provided.
Financing The Small Credit Risk Corporation Under Section 302(B)(1): A Rejection Of The Meaningful Reduction Test, Steven C. Joszef
Financing The Small Credit Risk Corporation Under Section 302(B)(1): A Rejection Of The Meaningful Reduction Test, Steven C. Joszef
Fordham Law Review
No abstract provided.
Standing Under Section 14(E) Of The Securities Exchange Act Of 1934: May A Tender Offeror Sue For Injunctive Relief?, James A. Scaduto
Standing Under Section 14(E) Of The Securities Exchange Act Of 1934: May A Tender Offeror Sue For Injunctive Relief?, James A. Scaduto
Fordham Urban Law Journal
This Note examines certain legal issues arising out of the increasing popularity of cash tender offers as a means for gaining control of public companies. Specifically, this Note will examine The Williams Act and its protection against possible fraud committed by parties attempting to use cash tender offers to take control of a company. Next, the Note will review the U.S. Supreme Court decision Piper Aircraft, Inc. v. Chris-Craft Industries, Inc. to see if a tender offeror can sue for damages under section 14(e) of Securities Exchange Act of 1934 if it is defrauded by another tender offeror.
The Problem Of The Non-Exchanging Shareholder, Martin E. Gold
The Problem Of The Non-Exchanging Shareholder, Martin E. Gold
Fordham Law Review
No abstract provided.
The Oecd Guidelines For Multinational Enterprises: Competition, Barry E. Hawk
The Oecd Guidelines For Multinational Enterprises: Competition, Barry E. Hawk
Fordham Law Review
No abstract provided.
The Tender Trap: State Takeover Statutes And Their Constitutionality, Diane S. Wilner, Craig A. Landy
The Tender Trap: State Takeover Statutes And Their Constitutionality, Diane S. Wilner, Craig A. Landy
Fordham Law Review
No abstract provided.
Protection Of Shareholder Interests In Foreign Corporations - Barcelona Traction Revisited
Protection Of Shareholder Interests In Foreign Corporations - Barcelona Traction Revisited
Fordham Law Review
No abstract provided.
The Application In The Federal Courts Of The Attorney-Client Privilege To The Corporation
The Application In The Federal Courts Of The Attorney-Client Privilege To The Corporation
Fordham Law Review
No abstract provided.
Symposium, Creditors' Rights, Foreword, Charles Seligson
Symposium, Creditors' Rights, Foreword, Charles Seligson
Fordham Law Review
No abstract provided.
The New Stock Option: Problems Of The Smaller Company, V. Henry Rothschild 2nd
The New Stock Option: Problems Of The Smaller Company, V. Henry Rothschild 2nd
Fordham Law Review
No abstract provided.
Certificate Of Incorporation For A New York Close Corporation: A Form, Robert A. Kessler
Certificate Of Incorporation For A New York Close Corporation: A Form, Robert A. Kessler
Fordham Law Review
No abstract provided.