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Articles 1 - 7 of 7
Full-Text Articles in Law
Management Succession In Korea: Tunneling, Semi-Tunneling, And The Reaction Of Corporate Law, Kyung-Hoon Chun
Management Succession In Korea: Tunneling, Semi-Tunneling, And The Reaction Of Corporate Law, Kyung-Hoon Chun
Vanderbilt Journal of Transnational Law
Recently in Korea, certain issues of corporate law became the subjects of fierce political debates unlike many other jurisdictions where corporate law issues generally remain in the exclusive realm of professionals and academics. This Article begins with the question of why corporate law issues attracted so much political attention in Korea and whether such political attention actually helped improve the corporate law. In pursuing the answers to such questions, this Article identifies a recurring pattern: (i) existence of strict rules against seeking private benefits; (ii) various clever measures to circumvent such rules; (iii) failure of the courts to regulate such …
After Corwin: Down The Controlling Shareholder Rabbit Hole, Ann M. Lipton
After Corwin: Down The Controlling Shareholder Rabbit Hole, Ann M. Lipton
Vanderbilt Law Review
As Delaware has developed its doctrine with respect to controlling shareholders, its view of their relationship to directors has evolved. This evolution has produced some pronounced inconsistencies with respect to the weight placed on director approval of controlling shareholder action. The recent Delaware Supreme Court decisions in Corwin v. KKR Financial Holdings LLC, Kahn v. M & F Worldwide Corp., and C & J Energy Services, Inc. v. City of Miami General Employees’ and Sanitation Employees’ Retirement Trust introduced further uncertainty into the mix by making the determination as to whether a transaction involves a controlling shareholder practically outcome determinative …
Organizational Law As Commitment Device, Morgan Ricks
Organizational Law As Commitment Device, Morgan Ricks
Vanderbilt Law Review
What is the essential role of the law of enterprise organization? The dominant view among business law scholars today is that organizational lawthe law of partnerships, corporations, private trusts, and their variants-serves primarily to structure relations between business owners, on the one hand, and business creditors, on the other. Under this "asset partitioning" theory, organizational law's main purpose is to shield business assets from claims of creditors of the business's owners, thereby giving business creditors a structurally senior claim on business assets. By relieving business creditors of the need to inspect the creditworthiness of business owners, the theory goes, organizational …
Aging Injunctions And The Legacy Of Institutional Reform Litigation, Jason Parkin
Aging Injunctions And The Legacy Of Institutional Reform Litigation, Jason Parkin
Vanderbilt Law Review
Institutional reform litigation has been an enduring feature of the American legal system since the Supreme Court's ruling in Brown v. Board of Education. The resulting injunctions have transformed countless bureaucracies notorious for resisting change, including public school systems, housing authorities, social services agencies, correctional facilities, and police departments. But these injunctions face an uncertain future. The Supreme Court has held that institutional reform injunctions must be easier to terminate than all other injunctions issued by the federal courts. Some institutional reform injunctions go unenforced or are forgotten entirely. Others expire due to sunset provisions. At the same time, doctrinal …
Organizational Law As Commitment Device, Morgan Ricks
Organizational Law As Commitment Device, Morgan Ricks
Vanderbilt Law School Faculty Publications
What is the essential role of the law of enterprise organization? The dominant view among business law scholars today is that organizational law the law of partnerships, corporations, private trusts, and their variants-serves primarily to structure relations between business owners, on the one hand, and business creditors, on the other. Under this "asset partitioning" theory, organizational law's main purpose is to shield business assets from claims of creditors of the business's owners, thereby giving business creditors a structurally senior claim on business assets. By relieving business creditors of the need to inspect the creditworthiness of business owners, the theory goes, …
Beyond Regulation: A Comparative Look At State-Centric Corporate Social Responsibility And The Law In China, Virginia H. Ho
Beyond Regulation: A Comparative Look At State-Centric Corporate Social Responsibility And The Law In China, Virginia H. Ho
Vanderbilt Journal of Transnational Law
Corporate social responsibility (CSR) is often understood as the voluntary actions firms take beyond legal compliance. However, in recent years, governments around the world have also begun to actively promote CSR, reflecting broader governance trends that embrace "soft law," quasi-voluntary standards, and other novel incentives to move companies toward and beyond minimum regulatory goals. Comparative legal scholarship has only recently begun to consider the intersections of these mechanisms with positive law, formal institutions, and traditional regulatory enforcement structures. The adoption of these policies in historically weak regulatory environments raises puzzling questions about their motivation, scope, and potential. As a leader …
Membership Rights In Nonprofit Corporations: A Need For Increased Legal Recognition And Protection, Robert H. Brownlee
Membership Rights In Nonprofit Corporations: A Need For Increased Legal Recognition And Protection, Robert H. Brownlee
Vanderbilt Law Review
This Note has focused on three issues concerning membership in nonprofit corporations: whether members are entitled to increased protection of voting rights; whether state courts adequately have analyzed questions of membership standing to assert individual claims; and whether members should have standing to institute derivative actions on behalf of a nonprofit corporation. In each of these areas membership rights deserve increased legal recognition and protection.