Law Commons^™

Untenable Status Of Corporate Governance Listing Standards Under The Securities Exchange Act, Douglas C. Michael

Law Faculty Scholarly Articles

United States securities markets operate under a system of supervised self-regulation created by the Securities Exchange Act of 1934 (Exchange Act). That system includes substantive regulation of the traders and the issuers of securities traded in those markets through the use of listing standards.

These listing standards have a unique status. They are part of a self-regulatory system, but are not classic self-regulation. The markets do not govern the traders of which it consists; rather, it governs outsiders—the issuers. The markets and the Securities and Exchange Commissions have sought to control issuers in ways not clearly related to trading in …

The Corporate Officer's Independent Duty As A Tonic For The Anemic Law Of Executive Compensation, Douglas C. Michael

Law Faculty Scholarly Articles

History repeats itself in the law as in other arenas. In the law of executive compensation, such a repetition may be imminent. Ever since the advent of the large industrial corporation in the United States, there has been periodic outrage at payments made to its top executives. This repetition suggests that the law has failed to keep pace with the observed problems. Part I of this Article describes the current and historic uproar over executive compensation in large corporations in the United States. Part II provides the economic background of the process of negotiating executive compensation. Part III analyzes the …

Money Laundering And Lawyers, Eugene R. Gaetke, Sarah N. Welling

Law Faculty Scholarly Articles

The federal government has recently enacted money laundering laws to track and discourage the use of money generated by crime. Because some of that money is used to pay legal fees, the laws have a direct impact on lawyers. The laws increase the risk of prosecution for lawyers, inhibit some methods of fee payment, and make some cases less attractive financially. Generally, the laws make law practice more complicated and risky.

The laws have been criticized for their impact on criminal defense lawyers. Critics have raised three broad objections. The first objection is constitutional. Critics have also objected to the …

Part-Time Prosecutors And Conflicts Of Interest: A Survey And Some Proposals, Richard H. Underwood

Law Faculty Scholarly Articles

For many jurisdictions, the need for part-time prosecutors is a reality that will continue into the foreseeable future. The daunting task of balancing a private practice with prosecutorial duties is made all the more difficult by the lack of a coherent set of guidelines for minimizing the impact of conflicts of interest. What is needed is a set of guidelines flexible enough to permit attorneys to balance the part-time prosecutor's dual practice yet concrete enough to protect the system and its participants from conflicts of interest. Of prime importance in establishing any such system is the need for a clear …

Direct Liability For Hazardous Substance Cleanups Under Cercla: A Comprehensive Approach, Michael P. Healy

Law Faculty Scholarly Articles

In enacting the Comprehensive Environmental Response, Compensation & Liability Act (CERCLA), Congress intended to impose liability for hazardous substance cleanups on all parties responsible for a site's use and contamination. However, in implementing the CERCLA liability scheme, courts have issued opinions offering unclear and misguided explanations of their decisions. The author suggests that, to properly assure CERCLA's proper operation, the basis for the imposition of liability must be clarified. To this end, the author examines the prescribed liability for individuals, parent corporations and secured creditors and explains the appropriate grounds for the responsibility of each.

Running The Asylum: Governance Problems In Bankruptcy Reorganizations, Christopher W. Frost

Law Faculty Scholarly Articles

Like much of life, the study of bankruptcy is the study of leverage. Chapter 11 of the United States Bankruptcy Code may be appropriately described as providing a framework within which interested parties may negotiate solutions to the problems facing a troubled company. The allocation of leverage to the negotiating parties is critical to the ultimate outcome of the process. In any negotiation setting control over the bargaining process is a key item of leverage. This Article proposes a framework for analysis and suggests solutions to the problem of control over corporations during the pendency of a Chapter 11 reorganization …