Law Commons^™

Agency Cost Problems In Executive Compensation: An Evaluation Of Dividend Equivalent Rights On Restricted Stocks, Ufuoma Barbara Akpotaire

Ufuoma Barbara Akpotaire

Some authors argue that the integration of stock options as well as restricted stocks into executive compensation may reduce the conflicts between shareholders and management but may at the same time give rise to other agency problems connected to debt. While this line of argument may hold some merit, the structure of executive compensation packages, has over the years, focused less on stock options and more on restricted stocks. A classic example of this trend is Microsoft, who in 2003, switched from using stock options to restricted stock.

Compensating executives through restricted stocks has recently come under scrutiny due to …

Midwest Corporate Law Scholars Conference Presentation: Mitigating The Harmful Effects Of Proxy Access (Sec Rule 14a-11), Bernard S. Sharfman

Bernard S Sharfman

Presentation given at the Midwest Corporate Law Scholars Conference (June 15, 2011)

Llcs And Corporations: A Fork In The Road In Delaware?, Joshua P. Fershee

Joshua P Fershee

As Vice Chancellor Laster explained in CML V, LLC v. Bax, 6 A.3d 238 (Del. Ch. Nov. 3, 2010): '[T]here is nothing absurd about different legal principles applying to corporations and LLCs.'" This short paper argues that courts should respect the LLC as a business form distinct from corporations and that Delaware courts have taken the first step toward doing just that.

Where legislatures have decided that distinctly corporate concepts should apply to LLCs—such as allowing piercing the veil or derivative lawsuits—those wishes (obviously) should be honored by the courts. But where state LLC laws are silent, courts should carefully …

Corporate Governance May Not Ensure More Profit Company, Arvind Alopiprasad Pardeshi Mr.

Arvind Alopiprasad Pardeshi Mr.

The word company is defined in Companies Act, 1956. The definition of company is subject to the other definitions given in other provisions of the Act for the limited purposes stated therein. In order for a company to exist, it has to be set up and registered with the appropriate company authority. Once registered; the company is regarded as a legal person, with legal rights and obligations. A company’s existence and organization are continuously scrutinized through a well-established set of rules, laws, and policies that govern the way in which the company is run and controlled. This is known as …

Innkeepers: A Unifying Theory Of The In-House Counsel Role, Omari S. Simmons

Omari Scott Simmons

The emergence of the in-house counsel role, or “innkeepers” in the terminology of this Article, is one of the most significant shifts in the legal profession over the past half century and this development inevitably has implications for legal scholars, policymakers, and practitioners. A concise, all encompassing, theory of the in-house counsel role has proven elusive for legal scholars, as well as a comprehensive analysis of in-house counsel impact on business enterprises. In order to fill this significant gap in the legal literature, this Article articulates a unifying theory of in-house counsel value creation positing that the strategic in-house counsel …

How The Strong Negotiating Position Of Wall Street Employees Impacts The Corporate Governance Of Financial Firms, Bernard S. Sharfman

Bernard S Sharfman

Several prominent figures in the field of corporate governance have put the blame for the financial crisis of 2008 squarely on the shoulders of greedy shareholders. Moreover, they argued that the financial crisis of 2008 was the result of directors and managers of financial firms focusing too strongly on the short-term interests of its shareholders. If so, the financial crisis can be understood as a corporate governance failure relating to a pernicious form of shareholder primacy.

Yet, how can that argument be reconciled with the behavior of Wall Street firms in regard to the large bonus payments it made to …

Using The Law To Reduce Systemic Risk, Bernard S. Sharfman

Bernard S Sharfman

The recently enacted Dodd-Frank Act will have a major impact on how the financial sector operates. For example, the Act will prohibit banking entities from engaging in the ‘proprietary trading” of financial instruments unrelated to customer-driven business. Surely, this and other provisions found in the Act will help reduce the financial sector’s proclivity for creating systemic risk.

However, the approach taken in the Act to reduce systemic risk is incomplete. The problem is that it is backward-looking. The Act does not take into consideration that, if history is any guide, financial innovation will lead to the development of new financial …