Law Commons^™

Competitor Collaboration After California Dental Association, Herbert Hovenkamp

All Faculty Scholarship

No abstract provided.

A Comprehensive Wealth Tax, David Shakow, Reed Shuldiner

All Faculty Scholarship

Income, consumption, and wealth are all possible bases for a tax system in the United States. Scholars have specified the structure of income tax and consumption taxes, but no one has attempted to describe in detail a comprehensive wealth tax for the United States. In this paper, we begin to develop such a structure. In particular, we hypothesize that the combination of a flat rate tax on networth and a flat rate tax on earned income along with an appropriate level of exemptions, could be an attractive tax base. In order to explore the structure of a wealth tax, we …

Understanding Lockups: Effects In Bankruptcy And The Market For Corporate Control, Kermit Roosevelt Iii

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The article investigates the effects of lockups, devices used to compensate unsuccessful bidders. Lockups are relevant in contexts in which sales have auction-like characteristics. Bankruptcy and the market for corporate control are two such situations, since the governing legal regimes prevent sales from being swiftly consummated and require sellers to take the most favorable offer that emerges during the waiting period. Existing scholarship has considered lockups in both areas. The analysis of lockups in the market for corporate control is fairly well developed. This article shows that it is importantly incomplete because it fails both to distinguish between ex ante …

Corporate Law As A Facilitator Of Self Governance, Edward B. Rock, Michael L. Wachter

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No abstract provided.

The Peculiar Role Of The Delaware Courts In The Competition For Corporate Charters, Jill E. Fisch

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From the classic Cary-Winter debate to current legal scholarship, commentators have struggled to explain Delaware's dominance in the market for corporate charters. Although scholars have offered nonsubstantive explanations such as network externalities, interest group dynamics, and Delaware's expert and specialized judiciary, much of the debate focuses on substantive law. This article takes another view. Arguing that a regulator can offer benefits through its lawmaking process, as well as its legal rules, the article suggests a process-oriented analysis of regulatory competition. The article focuses on the unique role of the Delaware judiciary in corporate lawmaking, a role that has received little …

Lockups And Delaware Venue In Corporate Law And Bankruptcy, David A. Skeel Jr.

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This article addresses two issues that have generated enormous debate in both the corporate law and the bankruptcy literature: the use of breakup fees and other lockup provisions, and Delaware's prominence as the nation's leading corporate address. The first half of the Article weighs in on the role of lockup provisions. Corporate law commentators have adopted widely divergent views of the propriety of lockups, with several calling for courts to uphold all lockups and others proposing varying levels and kinds of scrutiny. To make sense of this debate, I show that the existing literature can be distilled to three central …

Positivism And The Notion Of An Offense, Claire Oakes Finkelstein

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While the United States Supreme Court has developed an elaborate constitutional jurisprudence of criminal procedure, it has articulated few constitutional doctrines of the substantive criminal law. The asymmetry between substance and procedure seems natural given the demise of Lochner and the minimalist stance towards due process outside the area of fundamental rights. This Article, however, argues that the "positivistic" approach to defining criminal offenses stands in some tension with other basic principles, both constitutional and moral. In particular, two important constitutional guarantees depend on the notion of an offense: the presumption of innocence and the ban on double jeopardy. Under …

Changing Structure In The Practice Of Law, Geoffrey C. Hazard Jr.

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No abstract provided.

Creating And Solving The Problem Of Drug Use During Pregnancy, Dorothy E. Roberts

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No abstract provided.

Structuring Criminal Codes To Perform Their Function, Paul H. Robinson

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This paper argues that criminal codes have two distinct functions. First, a code must ex ante announce the rules of conduct. Second, it must set out the principles of for adjudicating, ex post, violations of those rules. These two functions often are in tension with one another. Each calls for a different kind of code, addressed to a different audience, with different objectives: To be effective ex ante, the rules of conduct must be formulated in a way that they will be understood, remembered, and able to be applied in daily life by lay persons with a wide range of …

Teaching Corporate Governance Through Shareholder Litigation, Jill E. Fisch

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No abstract provided.

Incentives To Settle Under Joint And Several Liability: An Empirical Analysis Of Superfund Litigation, Howard F. Chang, Hilary Sigman

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Congress may soon restrict joint and several liability for cleanup of contaminated sites under Superfund. We explore whether this change would discourage settlements and is therefore likely to increase the program 's already high litigation costs per site. Recent theoretical research by Kornhauser and Revesz finds that joint and several liability may either encourage or discourage settlement, depending on the correlation of outcomes at trial across defendants. We extend their two-defendant model to a richer framework with N defendants. This extension allows us to test the theoretical model empirically using data on Superfund litigation. We find that joint and several …

The Possibility Of A Fair Paretian, Howard F. Chang

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No abstract provided.

Toward A Greener Gatt: Environmental Trade Measures And The Shrimp-Turtle Case, Howard F. Chang

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No abstract provided.

Why Does The Criminal Law Care What The Layperson Thinks Is Just? Coercive Versus Normative Crime Control, Paul H. Robinson

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THE criminal law codification movement of the 1960s and 70s was guided by instrumentalist principles designed to reduce crime, rather than by retributivist notions of giving offenders deserved punishment. The Model Penal Code, which served as a model for nearly all of the period's code reforms, was explicit on the point: The Code's "dominant theme is the prevention of offenses" and its "major goal is to forbid and prevent conduct that threatens substantial harm." Yet, as Part I of this Article will show, even from such a staunchly instrumentalist code came a criminal law that defers to laypersons' shared intuitions …

The Complicated Ingredients Of Wisdom And Leadership, Michael A. Fitts

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No abstract provided.

Introduction, Anthony J. Scirica

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No abstract provided.

Why The Successful Assassin Is More Wicked Than The Unseccessful One, Leo Katz

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No abstract provided.

Corporate Finance, Corporate Law And Finance Theory, Peter H. Huang, Michael S. Knoll

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No abstract provided.

"Bad For Business": Contextual Analysis, Race Discrimination, And Fast Food, Regina Austin

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No abstract provided.

Knowledge About Welfare: Legal Realism And The Separation Of Law And Economics, Herbert J. Hovenkamp

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The welfare state could not function without judgments about how well off its citizens are. For example, governments devise progressive income taxes, which are designed to capture more wealth from the well off and less from the impecunious. These policies presume an ability to take a manageable amount of information about an individual's income or assets and make judgments about her welfare. In fact, people do this all the time, mostly without thinking about the methodological problems involved.

The superficial casualness of our daily observations about welfare belies the state of the economic science of welfare measurement. Economists have attempted …

Foreword: Causes And Limits Of Pessimism, Stephen B. Burbank

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No abstract provided.

The Five Worst (And Five Best) American Criminal Codes, Paul H. Robinson, Michael T. Cahill, Usman Mohammad

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Each American jurisdiction has a criminal code. Most jurisdictions have substantially restructured and improved their codes since 1962, when the American Law Institute first promulgated its Model Penal Code. Such reform efforts are worthwhile, especially in criminal law, because many advantages flow from the thoughtful codification of criminal law rules. By compiling all criminal rules in a single comprehensive source, codification makes access to these rules easier, increasing the chance that citizens will know what the criminal law commands. A codified rule has the advantage of increased precision, which is likely to increase the uniformity of its application. Uncodified rules--or, …

The Moral Metaphysics Of Causation And Results, Stephen J. Morse

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No abstract provided.

When The Rule Swallows The Exception, Claire Oakes Finkelstein

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No abstract provided.

Interview With E. Norman Veasey, Andrew Edelstein, E. Norman Veasey, Legal Oral History Project, University Of Pennsylvania Carey Law School

Legal Oral History Project

For transcript, click the Download button above. For video index, click the link below.

E. Norman Veasey (L '57) practiced at the firm of Richards, Layton & Finger from 1958 to 1992. In 1992 he was appointed Chief Justice of the Supreme Court of Delaware, where he served until 2004.

Interview With David Rudovsky, Lisa H. Hernandez, David Rudovsky, Legal Oral History Project, University Of Pennsylvania Carey Law School

Legal Oral History Project

For video index, click the Download button above

David Rudovsky, one of the nation’s leading civil rights and criminal defense attorneys, practices public interest law with the firm of Kairys, Rudovsky, Messing & Feinberg. He became a Senior Fellow at Penn Law in 1988 and teaches courses in Criminal Law, Constitutional Criminal Procedure and Evidence.

Judgment Proofing, Bankruptcy Policy, And The Dark Side Of Tort Liability, Charles W. Mooney Jr.

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No abstract provided.

Interview With Gilbert F. Casellas, Lake Srinivasan, Gilbert F. Casellas, Legal Oral History Project, University Of Pennsylvania Carey Law School

Legal Oral History Project

For transcript, click the Download button above. For video index, click the link below.

Gilbert F. Casellas (L '77) is a lawyer and businessman. He is Chairman of OMNITRU, a Washington, D.C. area investment and consulting firm, a director of Prudential Financial, trustee of the University of Pennsylvania, and advisor to Toyota Motor North America and Comcast Corporation. He is a member of the Council on Foreign Relations and the American Law Institute. From 1994 to 1998 he served as chair of the Equal Employment Opportunity Commission.

Interview With Regina Austin, Randy Lee, Regina Austin, Legal Oral History Project, University Of Pennsylvania Carey Law School

Legal Oral History Project

For transcript, click the Download button above. For video index, click the link below.

Regina Austin (L '73), William A. Schnader Professor of Law at the University of Pennsylvania, pursues her interest in the overlapping burdens of race, gender, and class oppression in traditional legal scholarship, as well as in her work on documentary films. She is the director of the Penn Program on Documentaries & the Law, which holds an annual Visual Legal Advocacy Roundtable for public interest lawyers, hosts screenings of law-genre documentary films throughout the year, and maintains a national repository of dozens of clemency videos as …