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Articles 1 - 30 of 108
Full-Text Articles in Law
On The Role And Regulation Of Proxy Advisors, Paul Rose
On The Role And Regulation Of Proxy Advisors, Paul Rose
Michigan Law Review First Impressions
In anticipation of proxy season-the springtime ritual where companies prepare and deliver proxy statements in preparation for annual shareholder meetings-U.S. public companies typically reexamine their corporate governance structures and policies. Many corporate governance structures that were acceptable ten years ago are now considered outmoded or even evidence of managerial entrenchment. For example, consider the classified board of directors. In recent years, many companies have shifted from a classified board of directors to an annually elected board. A company might adopt an annually-elected board structure for a number of reasons. A classified board can serve as an entrenchment device, for instance, …
Corporate Social Responsibility In The Oil And Gas Industry: The Importance Of Reputational Risk, David B. Spence
Corporate Social Responsibility In The Oil And Gas Industry: The Importance Of Reputational Risk, David B. Spence
Chicago-Kent Law Review
Modern oil and gas production takes place in environments that are increasingly challenging, environments that pose very high levels of technical risk, as well as political, social, environmental, heal and safety risks. The people of the oil-rich nations of the world are growing more assertive politically and more sensitive to the environmental, health, and safety risks posed by oil and gas development. Governments, nongovernmental organizations (NGOs), and local people seek the means to control oil and gas development so as to minimize the risk of harm and provide redress in the event harm is done. Oil and gas companies have …
Business Associations, Paul A. Quirós, Lynn S. Scott
Business Associations, Paul A. Quirós, Lynn S. Scott
Mercer Law Review
This Article surveys noteworthy cases in the areas of corporate, limited liability company, partnership, and agency law decided between June 1, 2009 and May 31, 2010 by the Georgia Supreme Court, the Georgia Court of Appeals, the United States Court of Appeals for the Eleventh Circuit, and the United States district courts located in Georgia. In addition to surveying decisions by Georgia courts and federal courts located in Georgia, this Article discusses an important decision by the Supreme Court of the United States.
Corporations, Harry C. Sigman
Corporations, Harry C. Sigman
Cal Law Trends and Developments
The major 1969 corporate law developments of particular interest to the California practitioner were: (1) California appellate decisions which, at least by implication, greatly broaden the scope of a controlling shareholder's duty to minority shareholders; (2) amendments to the California Corporations Code; and (3) amendments to the Delaware General Corporation Law.
Lawyers Keep Out: Why Attorneys Should Not Participate In Negotiating Critical Financial Numbers Reported By Public Company Clients, William O. Fisher
Lawyers Keep Out: Why Attorneys Should Not Participate In Negotiating Critical Financial Numbers Reported By Public Company Clients, William O. Fisher
BYU Law Review
No abstract provided.
Managerial Entrenchment And Shareholder Wealth Revisited: Theory And Evidence From A Recessionary Financial Market, Jay B. Kesten
Managerial Entrenchment And Shareholder Wealth Revisited: Theory And Evidence From A Recessionary Financial Market, Jay B. Kesten
BYU Law Review
No abstract provided.
Business Associations, Roland E. Brandel
Business Associations, Roland E. Brandel
Cal Law Trends and Developments
Because the law governing business associations is in large part codified and subject to administrative regulation, this article will emphasize new legislation and changes in policies of agencies charged with the enforcement of that law. The most sweeping changes were accomplished by regulations issued by the commissioner of corporations, but there were also several noteworthy amendments and additions to statutes affecting corporations. Additionally, major changes to the Corporate Securities Law are now before the legislature and passage of a bill is expected during 1968. Neither space nor time permits a definitive analysis of the multitude of recent cases involving aspects …
The Lion Awakens: The Foreign Corrupt Practices Act - 1977 To 2010, Michael B. Bixby
The Lion Awakens: The Foreign Corrupt Practices Act - 1977 To 2010, Michael B. Bixby
San Diego International Law Journal
This Article discusses the history, purposes and provisions of the Foreign Corrupt Practices Act, and traces its use and enforcement activity from 1977 to the present. This once little-used law has in recent years become the focus of aggressive activity by both the U.S. Department of Justice and the Securities and Exchange Commission. The manuscript also includes numerous charts reporting on key cases and enforcement activities over the last thirty-three years by the DOJ and SEC, as well as other information and statistics regarding the Foreign Corrupt Practices Act.
Shotgun Weddings: Director And Officer Fiduciary Duties In Government-Controlled And Partially-Nationalized Corporations, David M. Barnes
Shotgun Weddings: Director And Officer Fiduciary Duties In Government-Controlled And Partially-Nationalized Corporations, David M. Barnes
Vanderbilt Law Review
Corporate law considers the affairs of a corporation to be private activity. The prevailing concept of the firm is a nexus of private contract rights among participants in an economic enterprise. But for many U.S. auto and financial services corporations, the events of the fall of 2008 and the winter of 2009 turned this presumption on its head. The U.S. government's $700 billion bailout injected an alien actor-the United States Treasury-into this once-private enterprise. The bailout enabled the Treasury to take a direct equity stake in many of the nation's struggling auto and financial services corporations. In the fall of …
Not Biting The Hand That Feeds You: Public Accounting Firms And Conflicts Of Interest, Gregory L. Paul
Not Biting The Hand That Feeds You: Public Accounting Firms And Conflicts Of Interest, Gregory L. Paul
Golden Gate University Law Review
Section I of this Comment will discuss the role and responsibilities of public accounting firms and provide a brief background of the Sarbanes-Oxley Act. Section II will explore the mandatory audit firm rotation and other proposals seeking to remedy the inherent conflicts of interest problem. Lastly, Section III proposes a competitive bidding system overseen by the SEC as a potential remedy for this problem.
Breathing New Life Into Old Technological Infrastructure: Broadband Internet As A Means Of Jump-Starting The Economy And Connecting The Country, Elizabeth Chernow
Breathing New Life Into Old Technological Infrastructure: Broadband Internet As A Means Of Jump-Starting The Economy And Connecting The Country, Elizabeth Chernow
Legislation and Policy Brief
This paper examines the current structure of universal service and the FCC’s Universal Service Fund, recent pushes to expand the definition of and funding for universal service to include broadband access, and how broadband internet can contribute to saving the ailing economy. This paper concludes by calling for the inclusion of broadband internet in the Universal Service Fund.
The Amalgamating Reorganization Provisions: The Asymmetry In Treatment Of Forward And Reverse Triangular Mergers And Other Problems, Tad Ravazzini
The Amalgamating Reorganization Provisions: The Asymmetry In Treatment Of Forward And Reverse Triangular Mergers And Other Problems, Tad Ravazzini
Golden Gate University Law Review
This comment will discuss the amalgamating reorganizations generally (types A through C as well as some D's) and, specifically, triangular reorganizations. This comment will first provide an overview of the general requirements of the amalgamating reorganization provisions. It will then continue to the following topics: (1) a discussion of the Code's triangular reorganization provisions, giving attention to both forward and reverse triangular mergers; (2) an analysis of the asymmetry in treatment of triangular mergers based on whether they take the form of a forward or reverse triangular merger; (3) an exploration of the Congressional desire for tax-parity among the reorganization …
Corporate Philanthropy And The Business Benefit: The Need For Clarity, Shelby D. Green
Corporate Philanthropy And The Business Benefit: The Need For Clarity, Shelby D. Green
Golden Gate University Law Review
It is supposed that corporations give to charitable causes out of self-interest - indeed, it is argued that this is all that the law permits - as a measured business response to political pressures and public hostility.s But can corporations give out of altruism - simply on the basis that giving is the social responsibility of all citizens, including corporate citizens? Case law and some commentary appear to answer no. Nevertheless, the actual giving practices of corporations seem, difficult to explain otherwise. Recently, the American Law Institute ("ALI"), as part of its Corporate Governance Project, proposed a rule to define …
Citizens United And The Threat To The Regulatory State, Tamara R. Piety
Citizens United And The Threat To The Regulatory State, Tamara R. Piety
Michigan Law Review First Impressions
Although Citizens United has been roundly criticized for its potential effect on elections and its display of judicial immodesty (or "activism"), the effect of the case which may be both most profound and perhaps most pernicious is its effect on the commercial speech doctrine. This is an aspect of the case which has been largely overlooked. Most people seem to be unaware of any connection between election law and the commercial speech doctrine-except, that is, those who have been working long and hard to accomplish the change it foreshadows. They are keenly aware of its implications.
Choice Of Form And Network Externalities, Larry E. Ribstein, Bruce H. Kobayashi
Choice Of Form And Network Externalities, Larry E. Ribstein, Bruce H. Kobayashi
William & Mary Law Review
This Article provides the first detailed empirical analysis of firms' choice of organizational form. It provides important evidence on whether there is an efficient market in organizational forms or firms' choice of form is impeded by network externalities. We focus on formations of limited liability partnerships (LLPs) and limited liability companies (LLCs) in examiningthe effect of various factors on firms' choice of business form. Our data provides important evidence against the network externalities hypothesis. Because the LLP and LLC forms are similar except for the LLPs link to the existing "network" of partnership law, firms would prefer the LLP to …
Leveraged Etfs: The Trojan Horse Has Passed The Margin-Rule Gates, William M. Humphries
Leveraged Etfs: The Trojan Horse Has Passed The Margin-Rule Gates, William M. Humphries
Seattle University Law Review
What do the Great Depression, the Great Recession, and the demise of Lehman Brothers and Bear Sterns all have in common? One word: leverage. The misuse of leverage, in all its forms, contributed greatly to all of these events. Yet even today, common investors can purchase a leveraged exchange-traded fund (leveraged ETF), a complex product that uses leverage to increase returns, without triggering applicable laws designed to regulate the use of leverage. This Comment articulates the basics surrounding the functions and operations of leveraged ETFs and margin rules in order to assess the compatibility of the two. The Comment argues …
The Challenges For Directors In Piloting Through State And Federal Standards In The Maelstrom Of Risk Management, Chief Justice E. Norman Veasey
The Challenges For Directors In Piloting Through State And Federal Standards In The Maelstrom Of Risk Management, Chief Justice E. Norman Veasey
Seattle University Law Review
In the 2010 Berle Center Directors’ Academy Keynote Address, Chief Justice Veasey addresses “the federal and state contexts relating to the corporate-governance focus on business risk and the expectations laid at the doorstep of directors and officers of U.S. public companies.” Specifically, Chief Justice Veasey looks “at the governance landscape through both a federal regulatory lens and a state judicial lens as it relates to risk assessment and risk management.”
Lex Mercatoria In European And U.S. Trade Practice: Time To Take A Closer Look, Barton S. Selden
Lex Mercatoria In European And U.S. Trade Practice: Time To Take A Closer Look, Barton S. Selden
Annual Survey of International & Comparative Law
This is an expanded version of the talk presented at the Fifth Annual Fulbright Symposium on International Legal Problems, Fourth Regional Meeting of the American Society of International Law, "Current Developments in International Trade Cooperation and the Protection of the Environment and Human Rights," held on March 17, 1995, at Golden Gate University School of Law in San Francisco. Edited by Jeffrey A. Chen .
On The Way To Us-Style Hostile Tender Offers In Germany? - The European Attempt To Harmonize The Takeover Law And Its Impact On German Company Law, Roland Donath
Annual Survey of International & Comparative Law
No abstract provided.
Holding The "Responsible Corporate Officer" Responsible: Addressing The Need For Expansion Of Criminal Liability For Corporate Environmental Violators, Nancy Mullikin
Golden Gate University Environmental Law Journal
This comment argues that the responsible corporate officer (RCO) doctrine, as written into the CWA and the CAA, was intended to impose an affirmative duty on corporate officers based on their position and should be interpreted to expand criminal liability in the prosecution of substantive corporate environmental crimes. This comment also argues that the courts should expand criminal liability based on the RCO doctrine instead of limiting its application. Part II provides an overview of criminal prosecution of environmental crimes: its history, procedures, and purposes, in order to provide a context for understanding how the RCO doctrine appropriately expands criminal …
Mediating Rights And Responsibilities In Control Transactions, Sean Vanderpol, Edward J. Waitzer
Mediating Rights And Responsibilities In Control Transactions, Sean Vanderpol, Edward J. Waitzer
Osgoode Hall Law Journal
There is a growing debate as to the relative merits and consequences of a shift to a more shareholder-centric corporate governance framework. How much "direct democracy" makes sense in corporate decision making? If power is to be transferred to shareholders, should responsibilities be imposed (and, if so, how)? These issues have long been addressed by courts and regulators in the context of unsolicited control transactions. In its recent Air Products & Chemicals v. Airgas decision, the Delaware Chancery Court canvassed the evolution of its law on this point and concluded that implicit in the power (and responsibility) of the board …
Turning A Short-Term Fling Into A Long-Term Commitment: Board Duties In A New Era, Nadelle Grossman
Turning A Short-Term Fling Into A Long-Term Commitment: Board Duties In A New Era, Nadelle Grossman
University of Michigan Journal of Law Reform
Corporate boards face significant pressure to make decisions that maximize profits in the short run. That pressure comes in part from executives who are financially rewarded for short-term profits despite the long-term risks associated with those profit-making activities. The current financial crisis, where executives at AIG and numerous other institutions ignored the long-term risks associated with their mortgage backed securities investments, arose largely because those executives were compensated for the short-term profits generated by those investments despite their longer-term risks. Pressure on boards for short-term profits also comes from activist investors who seek to make quick money off of trading …
"If You Poison Us Do We Not Die?" - A Critical Analysis Of The Legality Of Poison Puts In The Wake Of San Antonio Fire And Police Pension Fund V. Amylin, Inc., Marcus Kai Hintze
"If You Poison Us Do We Not Die?" - A Critical Analysis Of The Legality Of Poison Puts In The Wake Of San Antonio Fire And Police Pension Fund V. Amylin, Inc., Marcus Kai Hintze
BYU Law Review
No abstract provided.
Shareholder Democracy And The Curious Turn Towards Board Primacy, Grant Hayden, Matthew T. Bodie
Shareholder Democracy And The Curious Turn Towards Board Primacy, Grant Hayden, Matthew T. Bodie
William & Mary Law Review
Corporate law is consumed with a debate over shareholder democracy. The conventional wisdom counsels that shareholders should have more voice in corporate governance, in order to reduce agency costs and provide democratic legitimacy. A second set of theorists, described as “board primacists,” advocates against greater shareholder democracy and in favor of increased board discretion. These theorists argue that shareholders need to delegate their authority in order to provide the board with the proper authority to manage the enterprise and avoid short-term decision making. In the last few years, the classical economic underpinnings of corporate law have been destabilized by a …
Free Enterprise And The Rule Of Law: The Political Economy Of Executive Discretion (Efficiency Implications Of Regulatory Enforcement Strategies), Kevin S. Marshall
Free Enterprise And The Rule Of Law: The Political Economy Of Executive Discretion (Efficiency Implications Of Regulatory Enforcement Strategies), Kevin S. Marshall
William & Mary Business Law Review
Economic theory teaches that if all of the operational conditions of the perfectly competitive model hold, then certain efficiencies may be achieved to the favor of a wealth-seeking society, ceteris paribus (assuming all other things remain equal and/or the absence of all other disturbing influences). This Article observes the asymmetrical enforcement of relevant governing laws, regulations and rules eliminates any possibility that all other influences with respect to the performance values of the perfectly competitive model have been neutralized. Under such regulatory enforcement conditions, there can be no wealth-creation expectations.
Confident Uncertainty, Excessive Compensation & The Obama Plan, Michael B. Dorff
Confident Uncertainty, Excessive Compensation & The Obama Plan, Michael B. Dorff
Indiana Law Journal
Public outrage at the enormous bonuses TARP recipients paid to senior executives recently prompted the Obama administration to impose sweeping new curbs on executive compensation. Shortly thereafter, Senator Dodd added restrictions on executive bonuses to the stimulus bill President Obama subsequently signed. These are understandable political reactions, but will they achieve the twin goals of reducing executive compensation in recipients of federal assistance while spurring better corporate performance? To examine this question, I analyze excessive compensation as the product of "confident uncertainty, "the tendency of even the most sophisticated actors to place unwarranted confidence in their ability to predict the …
Enabling Investments In Environmental Sustainability, Heather Hughes
Enabling Investments In Environmental Sustainability, Heather Hughes
Indiana Law Journal
No abstract provided.
Governing And Financing Blended Enterprise, Dana Brakman Reiser
Governing And Financing Blended Enterprise, Dana Brakman Reiser
Chicago-Kent Law Review
The image of nonprofit and for-profit as dual and exclusive categories is misleadingly simple. This blurring of the boundary between for-profit and nonprofit has gone on for years and appears only to be gaining steam. Yet, traditionally, the law has put to organizations a choice of either the nonprofit or for-profit form of organization. In the first decade of this century, organizational law is beginning to catch up with the boundary-blurring trend. In the United States and abroad, legislatures are creating new forms for blended enterprise, including several U.S. states' low-profit limited liability company (the "L3C") and the community interest …
Corporate Governance In The Courtroom: An Empirical Analysis, Jessica Erickson
Corporate Governance In The Courtroom: An Empirical Analysis, Jessica Erickson
William & Mary Law Review
Conventional wisdom is that shareholder derivative suits are dead. Yet this death knell is decidedly premature. The current conception of shareholder derivative suits is based on an empirical record limited to suits filed in Delaware or on behalf of Delaware corporations, leaving suits outside this sphere in the shadows of corporate law scholarship. This Article aims to fill this gap by presenting the first empirical examination of shareholder derivative suits in the federal courts. Using an original, hand-collected data set, my study reveals that shareholder derivative suits are far from dead. Shareholders file more shareholder derivative suits than securities class …
Bonding Limited Liability, Robert J. Rhee
Bonding Limited Liability, Robert J. Rhee
William & Mary Law Review
Limited liability is considered a “birthright” of corporations. The concept is entrenched in legal theory, and it is a fixed reality of the political economy. But it remains controversial. Scholarly debate has been engaged in absolute terms of defending the rule or advocating its abrogation. Though compelling, these polar positions, often expressed in abstract arguments, are associated with disquieting effects. Without limited liability, efficiency may be severely compromised. With it, involuntary tort creditors bear some of the cost of an enterprise. Most other proposals for reforming limited liability have been incremental, such as modifying veil-piercing. However, neither absolutism nor marginalism …