Law Commons^™

How Corporate Governance Is Made: The Case Of The Golden Leash, Matthew D. Cain, Jill E. Fisch, Sean J. Griffith, Steven Davidoff Solomon

Steven Davidoff Solomon

This Article presents a case study of a corporate governance innovation—the incentive compensation arrangement for activist-nominated director candidates colloquially known as the “golden leash.” Golden leash compensation arrangements are a potentially valuable tool for activist shareholders in election contests. In response to their use, several issuers adopted bylaw provisions banning incentive compensation arrangements. Investors, in turn, viewed director adoption of golden leash bylaws as problematic and successfully pressured issuers to repeal them. The study demonstrates how corporate governance provisions are developed and deployed, the sequential response of issuers and investors, and the central role played by governance intermediaries—activist investors, institutional …

China And The Future Of The International Tax Regime, Reuven S. Avi-Yonah, Haiyan Xu

Law & Economics Working Papers

The International tax regime (ITR) has been transformed after the Great Recession of 2008-2009. The G20/Organization for Economic Cooperation and Development (OECD)’s Base Erosion and Profit Shifting (BEPS) project (2013-2015) has fundamentally changed the ITR, giving new life to the single tax principle (income should be taxed once, i.e. no double taxation and no double non taxation).

Reaction to BEPS has varied dramatically between the EU and the US, the two largest markets in the world. In the EU BEPS is taken very seriously, as shown for example by the new Anti Tax Avoidance Directives that implement the single tax …

The Legal Architecture Of Nation-Building: An Introduction, Charles H. Norchi

Maine Law Review

In the future, a historian studying the early twenty-first century will observe a trend: numerous lawyers applying their skill sets to the problems of pathological states. Our future historian will note that the topography of the post-Cold War international system was marked by weakly-governed states failing. Fragile states eroded, frayed, and disintegrated under stress, and their internal social processes became highly susceptible to external forces. Powerful non-state actors, including private armies, operated within the porous boundaries of entities that were once functioning polities. Legal authority became divorced from political control as non-state actors wielded naked power, challenging formal state structures …

Destination-Based Cash Flow Taxation, Alan J. Auerbach

Alan J. Auerbach

No abstract provided.

Millennials In Crisis: Myth-Busting Millennial Debt Narratives, Stephanie Ben-Ishai, Tanner Stanley

Osgoode Hall Law Journal

Intense pop-cultural commentary on millennial finances and indebtedness perpetuates two conflicting narratives. One suggests that millennials are doomed and face higher debt levels than earlier generations, compounded by rising tuition costs, a lack of affordable housing, high costs of living, and an increasingly competitive job market. The contrary “millennial bootstrapping” narrative denies that millennials are more financially challenged than previous generations and argues that millennials need to pull themselves up their proverbial bootstraps and improve their work ethic to secure financial success. This article fact-checks these two narratives and fills a significant gap in the Canadian academic literature on the …

Slicing And Dicing: The Structural Problems Of The Tax Reform Framework, Reuven S. Avi-Yonah

Law & Economics Working Papers

The “Unified Framework for Fixing Our Broken Tax Code” (the “Framework”) released by the “Big Six” group of Treasury, White House and Congressional leaders on September 27 has been the focus of a lot of commentary. Most of the comments have focused on the distributive aspects of the plan and on the proposed rate structure, as well as the impact on revenues and the federal deficit. In this comment, I plan to focus instead on the structural aspects of the plan and in particular on the various new lines that it draws, because these are more likely to be lasting.

Twenty-Five Years On — The Establishment And Application Of Corporate Fiduciary Duties In Prc Law, Nicholas C. Howson

Law & Economics Working Papers

This chapter analyzes the development of corporate fiduciary law and principles in the law of the People’s Republic of China from the early 1990s to date. The story starts with a short history of the contested advent of explicitly law-based corporate fiduciary duties into the PRC legal system after 1978, with an in depth consideration of the concurrent “legal construction” and “corporatization without privatization” programs implemented by China’s post-Mao administrations in the two decades following. In that regard, at least three development paths are described and explained — academic, regulatory and judicial/jurisprudential. Then the paper details how the substantive legal …

General Theory Of Law And Development, Yong-Shik Lee

Cornell International Law Journal

Although scholarship in law and development that explores the relationship between law and social and economic progress has evolved over the last four decades, this area of inquiry remains unfamiliar to many legal scholars, lawyers, and policy makers. Scholars have not yet been able to develop a theory that systematically explains the interrelationship between law and development, which would establish law and development as a robust and coherent academic field. This Article attempts to fill this gap by presenting a general theory that defines the disciplinary parameters of law and development, and explains the mechanisms by which law impacts development. …

Lgbt Rights Are Human Rights: Conditioning Foreign Direct Investments On Domestic Policy Reform, Dara P. Brown

Cornell International Law Journal

No abstract provided.

Antitrust Policy And Inequality Of Wealth, Herbert J. Hovenkamp

All Faculty Scholarship

Why would anyone want to use antitrust law as a wealth distribution device when far more explicit statutory tools are available for that purpose? One feature of antitrust is its open-textured, nonspecific statutes that are interpreted by judges. As a result, using antitrust to redistribute wealth may be a way of invoking the judicial process without having to go to Congress or a state legislature that is likely to be unsympathetic. Of course, a corollary is that someone attempting to use antitrust law to redistribute wealth will have to rely on the existing antitrust statutes rather than obtaining a new …

New Dimensions In Economic Analysis Of Legal Issues: The Appropriate Regulatory Balance Of Antitrust Law In The Context Of The Technological Innovation, Jungmi Bang

Maurer Theses and Dissertations

The role of Empirical study in legal decision, even in the rule making, was increased by the economic development with the occurrence of economic realism. The incensement of economic implication of the law, without exception, impacted to the court’s ruling in the antitrust case and the antitrust law-making itself. Now it is one of the common way, court use concepts and theories developed by economists and weaves economic concepts into decisions to support their result.

The classical perspective of economic theories regarding antitrust law was start from early theorist Adam Smith in 1776, even it denied the economic implication. Through …

Optimal Remedies For Patent Infringement, Keith N. Hylton, Mengxi Zhang

Faculty Scholarship

This paper derives optimal remedies for patent infringement, examining damages awards and injunctions. The fundamental optimality condition that applies to both awards and injunctions equates the marginal static cost of intellectual property protection with the marginal “dynamic” benefit from the innovation thereby induced. When the social value of the patent is sufficiently high, the optimal award induces socially efficient investment by giving the innovator the entire social value of her investment.

Remembering An Abolitionist, Ambassador John R. Miller (May 23, 1938-October 4, 2017), Eleanor Kennelly Gaetan, Donna M. Hughes

Dignity: A Journal of Analysis of Exploitation and Violence

A memorial for Ambassador-at-Large to Monitor and Combat Trafficking in Persons, John R. Miller (May 23, 1938-October 4, 2017). Ambassador Miller believed modern-day slavery, encompassing sex trafficking and forced labor, requires a principled global offensive that the United States is morally obligated to lead. In the four formative years he led the State Department’s Office to Monitor and Combat Trafficking in Persons, 2002 to 2006, John Miller set the office’s course as diplomatically aggressive and programmatically creative. He made the annual Trafficking in Persons report more than a bureaucratic submission, putting daring heroes at the center, and insisting on compelling …

Uniform Commercial Acts, Samuel Williston

Dickinson Law Review (2017-Present)

No abstract provided.

The Uniform Commercial Acts, J.P. Mckeehan

Dickinson Law Review (2017-Present)

The Commissioners on Uniform State Laws have had twenty- five annual conferences. The principal fruit of their labors is represented by the Negotiable Instruments Act, enacted in forty-seven jurisdictions; the Warehouse Receipts Act, enacted in thirty-one jurisdictions; the Sales Act, enacted in fourteen jurisdictions, the Bills of Lading Act enacted in thirteen jurisdictions, and the Stock Transfer Act, enacted in nine jurisdictions. They have also drafted acts relating to divorce, family desertion, probate of wills, marriage evasion, workmen’s compensation and partnership but these have not yet been enacted in more than a few states. All of the commercial acts are …

Do We Need A Global Commercial Code?, Michael Joachim Bonell

Dickinson Law Review (2017-Present)

The International Institute for the Unification of Private Law (UNIDROIT) first launched the idea of preparing a code of inter- national trade law. In 1970, the Secretariat of UNIDROIT submitted a note to the newly established United Nations Commission on International Trade Law (UNCITRAL) in justification of such an initiative and indicated some of the salient features of the project. What was proposed was a veritable code in the continental sense. The proposed code included two parts: part one dealing with the law of obligations generally, and part two relating to specific kinds of commercial transactions. However, the “Progressive codification …

Could The Pay Ratio Disclosure Backfire? Examining The Effects Of The Sec's Pay Ratio Disclosure Rule, Jillian Loh

Texas A&M Law Review

At the signing of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”), President Barack Obama asserted that, “We all win when investors around the world have confidence in our markets. We all win when shareholders have more power and more information. . . . And we all win when folks are rewarded based on how well they perform, not how well they evade accountability.” After the financial crisis in 2008, the Obama Administration recognized the need to reconstruct the existing American financial regulatory system to ensure that a financial meltdown would never happen again. It …

Unequal Justice For The Poor: Theory, Research, And Commentary, Mitchell S. G. Klein, Walter J. Burkard

The Catholic Lawyer

No abstract provided.

The Untold Story Of The Justice Gap: Integrating Poverty Law Into The Law School Curriculum, Vanita S. Snow

Pace Law Review

No abstract provided.

Critical Developments In The Vow Of Poverty Area And Update On Unrelated Business, Charles M. Whelan, S.J., Professor Of Law, Fordham Law School; Office Of General Counsel, United States Catholic Conference

The Catholic Lawyer

No abstract provided.

Digital Surveillance And Preventive Policing, Manuel A. Utset

Scholarly Publications

No abstract provided.

The Role And Future Of Sovereign Wealth Funds: A Trade And Investment Perspective, Locknie Hsu

Research Collection Yong Pung How School Of Law

Sovereign wealth funds ("SWFs") have been greeted with bothenthusiasm and suspicion. In one respect, they have been called "white knights," where they step in to inject financing to troubledentities.' In others, they have been called "Trojan horses" and"chameleons."

Data Collection And The Regulatory State, Hillary Green, James Cooper, Ahmed Ghappour, Felix Wu

Articles

The following remarks were given on January 27, 2017 during the Connecticut Law Review's symposium, "Privacy, Security & Power: The State of Digital Surveillance."

Conclusion - Between "Law In Books" And "Law In Action", Nicholas C. Howson, H. Huang

Book Chapters

Any attempt to comprehensively analyse the enforcement of corporate law and securities regulation is difficult, not only because there are so many distinct national systems in play, but also because, we need to examine both formal enforcement mechanisms and the way in which such mechanisms are applied in practice. If nothing else, the expert analyses presented in the foregoing chapters of this book confirm that with respect to enforcement issues a rather large gap does exist between what Roscoe Pound memorably called 'law in books' and 'law in action'.

The New International Economic Order And Christian Charity, Lilia R. Bautista

The Catholic Lawyer

No abstract provided.

The New International Economic Order: Christian Principles Between Developed And Developing Countries, Carolyn J. Slasinski

The Catholic Lawyer

No abstract provided.

Industry Spotlight: Technology Patents

Marriott Student Review

Technology patents serve two purposes: to protect competition in the marketplace and to promote collaborative innovation amongst rival firms. Society benefits when technology firms are made to share patents at fair rates. The costs and benefits of technology patents are discussed in the context of industry expectations, and the broader implications for society. Firms should be encouraged to continue innovating, benefiting society as they go.

Amending Corporate Charters And Bylaws, Albert H. Choi, Geeyoung Min

All Faculty Scholarship

Recently, courts have embraced the contractarian theory that corporate charters and bylaws constitute a “contract” between the shareholders and the corporation and have been more willing to uphold bylaws unilaterally adopted by the directors. This paper examines the contractarian theory by drawing a parallel between amending charters and bylaws, on the one hand, and amending contracts, on the other. In particular, the paper compares the right to unilaterally amend corporate bylaws with the right to unilaterally modify contract terms, and highlights how contract law imposes various limitations on the modifying party’s discretion. More generally, when the relationship of contracting parties …

Debt Contract Terms And Creditor Control, Adam Badawi

Adam B. Badawi

No abstract provided.

The Tax Treatment Of Tokens: What Does It Betoken?, David J. Shakow

All Faculty Scholarship

Digital tokens have been used to raise substantial amounts of money. But little attention has been paid to the tax consequences surrounding their issuance and sale. There are significant potential tax liabilities lurking in the use of digital tokens. But, because of the anonymity inherent in the blockchain structures used for the issuance of tokens and payments for them, there is a significant question as to whether those tax liabilities will ever be collected.