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Full-Text Articles in Law
The Art Of Regulation Drafting: Structured Discretionary Justice Under Section 355, John W. Lee
The Art Of Regulation Drafting: Structured Discretionary Justice Under Section 355, John W. Lee
Faculty Publications
This article analyzes the 35-year evolution of the section 355 regulations from the perspectives of the jurisprudential dichotomy between general principles and detailed rules and administrative law theory as to agency discretion.
Toward Unifying Ownership And Control In The Public Corporation, George W. Dent
Toward Unifying Ownership And Control In The Public Corporation, George W. Dent
Faculty Publications
In 1932, Adolf Berle and Gardiner Means published the seminal book, The Modern Corporation and Private Property. This work set forth the thesis that corporate law's central dilemma has been the separation of ownership and control in publicly held corporations. Over the years, the Berle-Means thesis has been tossed aside by critics who argue that economic forces compel managers to act as if the shareholders were in control and by those who welcome the idea that managers are able to exercise their more enlightened business acumen. On the other hand, those who share concerns over the separation of ownership and …
Executive Loans From Corporate Funds, Jayne W. Barnard
Executive Loans From Corporate Funds, Jayne W. Barnard
Faculty Publications
The author surveys the laws affecting loans made by a corporation to its executives, including the state loan enabling statutes, the applicable tax laws, and any disclosurerequirements. Also discussed is the applicability of Regulation G to loans made by a corporation to facilitate share purchases by its executives. Finally, the author enumerates the risks inherent in executive lending and makes suggestions for risk minimization.
Proxy Regulation In Search Of A Purpose, George W. Dent
Proxy Regulation In Search Of A Purpose, George W. Dent
Faculty Publications
Changing conditions often force us to rethink the role of a law. Professor Ryan's scholarly article, Rule 14a-8, Institutional Shareholder Proposals, and Corporate Democracy,underscores this need. His article is useful for both its successes and its failures. Its principal failure is its inability to identify a general justification for the rule. This is helpful; the failure of an intelligent and deter- mined advocate to find a persuasive defense of the rule confirms that no defense is possible. The article succeeds principally in showing how institutional investors have recently used the rule in ways that put the rule in a new …
The Corporate Attorney-Client Privilege: A Study Of The Participants, Vincent C. Alexander
The Corporate Attorney-Client Privilege: A Study Of The Participants, Vincent C. Alexander
Faculty Publications
Empirical research on the practical effects of the attorney-client privilege in the corporate context has been almost nonexistent. This Article seeks to help fill the gap by synthesizing traditional doctrinal analysis with the results of a survey of individuals with first-hand information about the subject: corporate attorneys, corporate management, and federal judges and magistrates. The survey, which consisted of 182 interviews in New York City, produced a broad range of information about some of the assumptions underlying the corporate privilege, the forms and processes of corporate attorney-client communications and the adjudication of privilege claims.
Taxing Corporate Acquisitions: A Proposal For Mandatory Uniform Rules, Glenn E. Coven
Taxing Corporate Acquisitions: A Proposal For Mandatory Uniform Rules, Glenn E. Coven
Faculty Publications
No abstract provided.