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Articles 1 - 29 of 29
Full-Text Articles in Law
Making Assignments For The Benefit Of Creditors As Easy As A-B-C, Carly Landon
Making Assignments For The Benefit Of Creditors As Easy As A-B-C, Carly Landon
Fordham Urban Law Journal
No abstract provided.
"Professionalism" As Pathology: The Aba's Latest Pollicy Debate On Nonlawyer Ownership Of Law Practice Entities, Ted Schneyer
"Professionalism" As Pathology: The Aba's Latest Pollicy Debate On Nonlawyer Ownership Of Law Practice Entities, Ted Schneyer
Fordham Urban Law Journal
No abstract provided.
Skilling Reconsidered: The Legislative-Judicial Dynamic, Honest Services, Fraud, And The Ill-Conceived "Clean Up Government Act", J. Kelly Strader
Skilling Reconsidered: The Legislative-Judicial Dynamic, Honest Services, Fraud, And The Ill-Conceived "Clean Up Government Act", J. Kelly Strader
Fordham Urban Law Journal
No abstract provided.
Introduction: Examining White Collar Crime With Trifocals, Ellen S. Podgor
Introduction: Examining White Collar Crime With Trifocals, Ellen S. Podgor
Fordham Urban Law Journal
No abstract provided.
Skilling: More Blind Monks Examining The Elephant, Julie Rose O'Sullivan
Skilling: More Blind Monks Examining The Elephant, Julie Rose O'Sullivan
Fordham Urban Law Journal
No abstract provided.
When Is It Wrong To Trade Stocks On The Basis Of Non-Public Information?: Public Views Of The Morality Of Insider Trading, Stuart P. Green, Matthew B. Kugler
When Is It Wrong To Trade Stocks On The Basis Of Non-Public Information?: Public Views Of The Morality Of Insider Trading, Stuart P. Green, Matthew B. Kugler
Fordham Urban Law Journal
No abstract provided.
The Attorney-Client Privilege Protection Act: The Prospect Of Congressional Intervention Into The Department Of Justice's Corporate Charging Policy, Andrew Gilman
Fordham Urban Law Journal
This Note analyzes the Privilege Protection Act, focusing on how it might change corporate white-collar prosecutions. Part I of this Note explores the mechanics of the corporate privilege, the development of the DOJ's waiver policy, and the structure of the Privilege Protection Act. Part II addresses the conflicting views on whether the Privilege Protection Act will bolster corporate attorney-client privilege, provide for the effective and efficient prosecution of white-collar crime, and promote ethical prosecutorial practices. Finally, Part III argues that the Privilege Protection Act is a misguided attempt to correct a greater systemic problem with the corporate attorney-client privilege and …
The End Of Partnership, Lawrence J. Fox
The End Of Partnership, Lawrence J. Fox
Fordham Urban Law Journal
This Article addresses what the Author believes are “myths” of the large firm legal practice. The author argues that the path to “partner” at a large firm provides neither a path nor anything that resembles a real partnership. The Article addresses four reasons to support this statement. The author believes that attaining partnership brings a person to a position where they still work many hours, do not receive a big elevation in status, have no sense of tenure, and must have a very large book of business. The Authors believes that it is not young associates who will be wanted …
Apology And Organizations: Exploring An Example From Medical Practice, Jonathan R. Cohen
Apology And Organizations: Exploring An Example From Medical Practice, Jonathan R. Cohen
Fordham Urban Law Journal
This article focuses on injuries committed by members of organizations, such as corporations, and examines distinct issues raised by apology in the organizational setting, in particular: the process of learning to prevent future errors, the divergent interests stemming from principal-agent tensions in employment, risk preferences and sources of insurance, the non-pecuniary benefits to corporate morale, productivity and reputation, the standing and scope of apologies, and the articulation of policies toward injuries to others.
Apology And Organizations: Exploring An Example From Medical Practice, Jonathan R. Cohen
Apology And Organizations: Exploring An Example From Medical Practice, Jonathan R. Cohen
Fordham Urban Law Journal
This article focuses on injuries committed by members of organizations, such as corporations, and examines distinct issues raised by apology in the organizational setting, in particular: the process of learning to prevent future errors, the divergent interests stemming from principal-agent tensions in employment, risk preferences and sources of insurance, the non-pecuniary benefits to corporate morale, productivity and reputation, the standing and scope of apologies, and the articulation of policies toward injuries to others.
The Privatizing Of Public Wealth, Kary L. Moss, Esq.
The Privatizing Of Public Wealth, Kary L. Moss, Esq.
Fordham Urban Law Journal
This Article examines the emergence of the problem of corporate welfare, and identifies and discusses various legal solutions. It identifies state and local governments, in conjunction with unions, workers and community organizations, as the appropriate actors to reform a system which has become an abuse of public trust and the general welfare. Part I of this Article examines the emergence of the tax abuse phenomenon and documents its impact on local economies in this country. Part II discusses the legal scheme which frames the various legal strategies that have been employed by communities to challenge subsidy arrangements. Part III identifies …
Punitive Damages In Securities Arbitration: The Tower Of Babel Revisited, Constantine N. Katsoris
Punitive Damages In Securities Arbitration: The Tower Of Babel Revisited, Constantine N. Katsoris
Fordham Urban Law Journal
This article explores when and how punitive damages should be applied in securities arbitration. It briefly outlines the nature of punitive damages and traces the background of securities arbitration. It then proceeds to explore whether punitive damages, in any form permitted in courtroom litigation, should be available for use as a remedy by non-judicial arbitrators sitting in consensual forums involving securities disputes.
In Re Kaiser Steel Corporation: Does Section 546(E) Of The Bankruptcy Code Apply To A Fraudulent Conveyance Made In The Form Of An Lbo Payment?, William C. Rand
In Re Kaiser Steel Corporation: Does Section 546(E) Of The Bankruptcy Code Apply To A Fraudulent Conveyance Made In The Form Of An Lbo Payment?, William C. Rand
Fordham Urban Law Journal
This Comment considers whether, in spite of the Kaiser Steel decision, a bankruptcy trustee should be able to recover a fraudulent conveyance made to a stockholder's brokerage account in the form of a Leveraged Buyout (LBO) Payment. The Comment summarizes the Kaiser Steel opinion and questions the court's interpretation of the prior case law. The Comment then explains why an LBO payment to a stockholder's brokerage account should not qualify as an exempt "settlement payment" under section 546 (e) and thus should be rcoverable as a fraudulent conveyance under section 548. The Comment assumes that such a payment is recoverable …
Designing And Executing A "Fair" Revlon Auction, Steven B. Katz
Designing And Executing A "Fair" Revlon Auction, Steven B. Katz
Fordham Urban Law Journal
The author analyzes the role of corporate boards of directors during takeover and control transactions, specifically in regards to auctions. Courts have consistently considered unfair auction attempts in light of the importance of the business judgment rule. The author examines Delaware case law and highlights the Revlon case, which holds that once an auction begins, the board’s duty shifts from preservation of the corporate entity to maximization of value shareholders will receive from the sale. The author argues that a good understanding of auction theory will not only give courts a better perspective through which to examine directors’ actions but …
Insiders, Options And The Fiduciary Principle: A Rule 10b-5 Loophole, Eric B. Lesser
Insiders, Options And The Fiduciary Principle: A Rule 10b-5 Loophole, Eric B. Lesser
Fordham Urban Law Journal
This Note analyzes transactions involving the purchase and sale of option contracts by an insider possessing material nonpublic information to determine whether the insider violates section 10(b) or Rule 10(b)(5). This Note presents an overview of the framework of Rule 10(b)(5) and, in particular, its enforcement in insider trading cases, and then examines the differing views espoused by courts regarding the duty of disclosure. A general discussion of options and the options market is then provided. Finally, this Note illustrates the loophole by presenting a typical options scenario and then suggests applications of insider trading law the effectively closes the …
Securities Arbitration After Mcmahon, Constantine N. Katsoris
Securities Arbitration After Mcmahon, Constantine N. Katsoris
Fordham Urban Law Journal
In Shearson/American Express, Inc. v. McMahon, the Supreme Court decided that federal securities claims under the Securities Exchange Act of 1934 (1934 Act or Exchange Act) are arbitrable. Since McMahon, there has been a flurry of activity in, and focus upon, the general area of arbitration of public securities disputes. This activity has generated particular interest in such subjects as: arbitration forums; pre-trial procedures and discovery; remedies and relief; composition of panels; training, background and evaluation of arbitrators; and the rendering of written opinions. In discussing many of these areas, this Article will track the history of securities arbitration before …
Disbursement Of Insurance Money Covering An Insured's Legal Expenses As Incurred, Arthur P. Xanthos
Disbursement Of Insurance Money Covering An Insured's Legal Expenses As Incurred, Arthur P. Xanthos
Fordham Urban Law Journal
In the Southern District of New York, Pepsico, Inc. v. Continental Casualty Co. held that the D & O insurance carrier was obligated to pay the insured's costs as they accrue, subject to reimbursement should adjudication show that there were no grounds for coverage. This Note proposes that the Pepsico rule favoring the insured is the more judicious view regarding interim payments. This Note discusses the differing interpretations of D & O policy defense cost clauses, and then analyzes the Pepsico rule from the standpoints of reasonable expectations, contract interpretation and unconscionability. After comparing D & O insurance with standard …
The Misappropriation Theory: Rule 10b-5 Insider Liability For Nonfiduciary Breach, Elliot Brecher
The Misappropriation Theory: Rule 10b-5 Insider Liability For Nonfiduciary Breach, Elliot Brecher
Fordham Urban Law Journal
This note traces the history of rule 10b-5 and its expansion and restriction in judicial decisions. The note goes on to discuss United States v. Carpenter, a Second Circuit case that drastically expands insider trading liability. The author agues that the misappropriation theory is outside of the statutory purpose of 10b-5 and that extending the provisions to reach insider trading goes beyond the premises of statutory construction articulated by the Court.
The Scope Of Liability Under Section 12 Of The Securities Act Of 1933: "Participation" And The Pertinent Legislative Materials, Douglas E. Abrams
The Scope Of Liability Under Section 12 Of The Securities Act Of 1933: "Participation" And The Pertinent Legislative Materials, Douglas E. Abrams
Fordham Urban Law Journal
The Securities Act of 1933 creates two private rights of action. Since 1971, seven circuits have adopted the "participation" theory, imposing section 12 liability not only on the transferor, but also on any person whose participation in the transaction is substantial in causing the transaction to occur. This article traces the development of the participation theory. The author argues that limiting section 12 liability to the transferor would significantly diminish the protections afforded by the act and that the scope of the act should be reexamined by Congress rather than determined by judicial interpretation. Finally, in light of his thesis, …
Mppaa Withdrawal Liability Assessment: Letting The Fox Guard The Henhouse, Daniel A. Etna
Mppaa Withdrawal Liability Assessment: Letting The Fox Guard The Henhouse, Daniel A. Etna
Fordham Urban Law Journal
This student note discusses Congress's attempt to regulate group pension plans, and thus protect employees whose employers withdraw from those plans, through the Multiemployer Pension Plan Amendment Act of 1980. The author traces the history of multi-employer pension programs, including union and corporate plans, Taft-Hartley plans, and ERISA accounts, which were created through 1974 legislation (the Employee Retirement Income Security Act). The author discusses how liability arises under each type of plan when an employer decides to withdraw, juxtaposing the resulting liability with the consequences of voluntary arbitration. The author suggests an alternative, to insure the employer's removal from the …
Leveraged Buyout, Management Buyout, And Going Private Corporate Control Transactions: Insider Trading Or Efficient Market Economics?, Patrick S. Dunleavy
Leveraged Buyout, Management Buyout, And Going Private Corporate Control Transactions: Insider Trading Or Efficient Market Economics?, Patrick S. Dunleavy
Fordham Urban Law Journal
According to one commentator, a particularly troublesome form of insider trading abuse has developed in the past decade without full public discussion of its ethics or its legality. This abuse has spurred significant commentary. Corporate control transactions of this type, known as "insider leveraged buyouts," management buyouts, and going private, have totaled billions of dollars. On their face, these deals, regardless of their specifics, raise the most basic questions of whether security holders are getting the legal and ethical protection they require and, by law, deserve. It is a fundamental precept of the theory of going private that different groups …
An Outsider Looks At Insider Trading: Chiarella, Dirks And The Duty To Disclose Material Nonpublic Information , Frank P. Luberti, Jr.
An Outsider Looks At Insider Trading: Chiarella, Dirks And The Duty To Disclose Material Nonpublic Information , Frank P. Luberti, Jr.
Fordham Urban Law Journal
The "abstain or disclose" rule, which states that persons in possession of material non-public information must either disclose that information or refrain from trading on such information, is at the heart of insider trading law. Despite the complex legal system designed to thwart insider trading, the community's widespread criticism of such conduct, and the risk of civil and/or criminal sanctions for violation of federal securities law, insider trading cases have been on the rise. This Note argues that a more serious stance against insider trading must be taken in order to achieve the federal securities laws' purposes and so that …
Economically Motivated Relocations Of Work And An Employer's Duties Under Section 8(D) Of The National Labor Relations Act: A Three-Step Analysis , Edward P. O'Keefe, Seamus M. Tuohey
Economically Motivated Relocations Of Work And An Employer's Duties Under Section 8(D) Of The National Labor Relations Act: A Three-Step Analysis , Edward P. O'Keefe, Seamus M. Tuohey
Fordham Urban Law Journal
As industrial technology has progressed, large businesses have restructured in order to attract capital, resources, and customers. As a result, many employers have dislocated or outright terminated large numbers of their workforces. This Article addresses the legal and practical issues which arise under the National Labor Relations Act in connection with fundamental alterations of a business enterprise. In a series of administrative decisions and federal court actions, the National Labor Relations Board has sought to limit employer attempts to implement sweeping changes to their operations without prior consultation, and in certain circumstances prior agreement, with bargaining representatives of affected employees. …
Tender Offer Defensive Tactics-Federal Regulation Of Management's Prerogative , James P. Walker
Tender Offer Defensive Tactics-Federal Regulation Of Management's Prerogative , James P. Walker
Fordham Urban Law Journal
Management of a corporation has a general duty to determine whether a tender offer is in the best interest of the corporation and its shareholders. When management uses defensive tactics to respond to a tender offer, they are not acting in the best interests of the shareholders, because their actions are misleading. Shareholders seeking to attack the use of defensive tactics during a tender offer may proceed under state corporations laws, or federal securities laws. Under state law, the judiciary typically scrutinizes management activity under the business judgment rule, limiting scrutiny to situations where management decision are influenced by personal …
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.
Rule 10b-5: Birth Of The Concept Of Market Insider And Its Application In A Criminal Case - United States V. Chiarella, John J. Murphy
Rule 10b-5: Birth Of The Concept Of Market Insider And Its Application In A Criminal Case - United States V. Chiarella, John J. Murphy
Fordham Urban Law Journal
This Note examines the necessity of the expansion of the "market insider" by the Second Circuit Court of Appeals in United States v. Chairella. It goes on to analyze whether or not the criminal conviction under Rule 10b-5 of Chiarella was appropriate given the lack of notice.
The Right To Financial Privacy Act: New Protection For Financial Records, Lorena Kern Davitt
The Right To Financial Privacy Act: New Protection For Financial Records, Lorena Kern Davitt
Fordham Urban Law Journal
This Comment looks at the right of financial privacy and Congress' recent attempt to recognize it. It goes on to analyze the Financial Privacy Act. Finally, the Comment examines the origins of the Act, the various provisions of the Act, and the problems associated with the Act.
Derivative Suits: Director Demand Under Rule 23.1 And Section 36(B) Of The Investment Company Act, Archie E. Williams, Jr.
Derivative Suits: Director Demand Under Rule 23.1 And Section 36(B) Of The Investment Company Act, Archie E. Williams, Jr.
Fordham Urban Law Journal
In 1882, the Supreme Court first established the conditions precedent to an ordinary derivative action by the shareholders of a corporation. Now after over nine decades of common law development, the present conditions are embodied in Rule 23.1 of the Federal Rules of Civil Procedure. Of relatively recent interest, however, is the relationship between that Rule and section 36(b) of the Investment Act of 1940 (Act), which authorizes a derivative action by the shareholders of a registered investment company. This Note will focus on one aspect of that relationship--the requirement that a plaintiff make a demand upon the corporation's directors …
The Limits Of Corporate Responsibility. By Neil W. Chamberlain. New York: Basic Books, Inc. 1973. Pp. 236. $10.00., Stephen A. Block
The Limits Of Corporate Responsibility. By Neil W. Chamberlain. New York: Basic Books, Inc. 1973. Pp. 236. $10.00., Stephen A. Block
Fordham Urban Law Journal
This book is a chronicle of past and a prediction of future corporate survival through the furtherance of the consumerist philosophy. Professor Chamberlain discusses (although all too briefly) how corporations have inculcated in American society the materialism that is its principal motivating force and how that value, feeding on itself and thereby forging an alliance of mutual need between the corporate structure and the American people, has created the situation described in the above quotation. He also analyzes the impact of this philosophy on various aspects of corporate and noncorporate life, from the corporation's relationship with its employees to that …