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Articles 1 - 30 of 79
Full-Text Articles in Law
Excessive Compensation In Publicly Held Corporations: Is The Doctrine Of Waste Still Applicable, John W. Murrey Iii
Excessive Compensation In Publicly Held Corporations: Is The Doctrine Of Waste Still Applicable, John W. Murrey Iii
West Virginia Law Review
No abstract provided.
Undoing The Otherwise Perfect Crime-Applying Unjust Enrichment To Consumer Price-Fixing Claims, Daniel R. Karon
Undoing The Otherwise Perfect Crime-Applying Unjust Enrichment To Consumer Price-Fixing Claims, Daniel R. Karon
West Virginia Law Review
No abstract provided.
Business Associations, Paul A. Quirós, Lynn S. Scott, William B. Shearer Iii, Travis C. Hargrove
Business Associations, Paul A. Quirós, Lynn S. Scott, William B. Shearer Iii, Travis C. Hargrove
Mercer Law Review
This Article surveys noteworthy cases in the areas of corporate, securities, and partnership law decided during the survey period 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. This Article also summarizes recent enactments by the Georgia General Assembly to the Official Code of Georgia Annotated ("O.C.G.A.") with respect to banking and finance laws.
The Manager's Share, David I. Walker
The Manager's Share, David I. Walker
William & Mary Law Review
It is sometimes argued in the corporate governance literature that the total share of corporate value that can be extracted by a manager is fixed and independent of the avenues through which value is extracted. Shareholders need not worry about an activity such as insider trading, the story goes, because any profits achieved by a manager through insider trading will simply offset conventional compensation. This Article challenges that idea and argues that whether one views the manager's share as being capped by external market forces, set by an optimal principal/agent contract, or limited by saliency and outrage in accordance with …
Risky Business: Directors Making Business Judgments In Washington State, Adam J. Richins
Risky Business: Directors Making Business Judgments In Washington State, Adam J. Richins
Washington Law Review
Section 23B.08.300 of the Revised Code of Washington (RCW) defines the general standards of conduct for directors in discharging corporate duties. The Washington State Legislature developed these standards to govern the manner in which directors perform their duties, rather than to impose liability on directors for negligent business decisions under the business judgment rule. Indeed, the business judgment rule, as defined by leading corporate-law jurisdictions and the American Bar Association, generally protects directors from liability associated with negligent business decisions so long as the director makes decisions in good faith, on an informed basis, without self-interest, and in accordance with …
Corporate And Business Law, Allen C. Goolsby, Louanna O. Heuhsen
Corporate And Business Law, Allen C. Goolsby, Louanna O. Heuhsen
University of Richmond Law Review
No abstract provided.
Rethinking Place Of Business As Choice Of Law In Class Action Lawsuits, Allison M. Gruenwald
Rethinking Place Of Business As Choice Of Law In Class Action Lawsuits, Allison M. Gruenwald
Vanderbilt Law Review
In the past century, businesses have come to operate on a national and often global level. In the past century, the United States has seen an enormous nationalization and even globalization of business. As a result, the actions of a single company increasingly have the potential to affect people far beyond the boundaries of that company's home state. When one or a few companies injure large numbers of consumers across the country, aggregate litigation (namely the class action lawsuit) becomes an especially attractive remedy. Aggregating claims allows plaintiffs to save time and money and may also enable them to present …
How Do Corporations Play Politics?: The Fedex Story, Jill E. Fisch
How Do Corporations Play Politics?: The Fedex Story, Jill E. Fisch
Vanderbilt Law Review
Corporate political activity has been the subject of federal regulation since 1907, and the restrictions on corporate campaign contributions and other political expenditures continue to increase. Most recently, Congress banned soft money donations in the Bipartisan Campaign Reform Act of 2002 ("BCRA"), a ban upheld by the Supreme Court in McConnell v. FEC. Significantly, although the omnibus BCRA clearly was not directed exclusively at corporations, the Supreme Court began its lengthy opinion in McConnell by referencing and endorsing the efforts of Elihu Root, more than a century ago, to prohibit corporate political contributions. Repeatedly, within the broad context of campaign …
Symbiotic Federalism And The Structure Of Corporate Law, Marcel Kahan, Edward Rock
Symbiotic Federalism And The Structure Of Corporate Law, Marcel Kahan, Edward Rock
Vanderbilt Law Review
Enron. Worldcom. Adelphia. Global Crossing. Tyco. Corporate scandals have made the front pages. Congress has gotten in the act. Members have held numerous hearings, given speeches, and, ultimately, passed the Sarbanes-Oxley Act. The Securities and Exchange Commission ("SEC") has been busy writing regulations and leaning on the stock exchanges to modify their listing requirements, all in order to restore "investor confidence." Federal prosecutors have indicted executives of Enron, Worldcom, and Adelphia and their minions in the auditing and investment banking industries. State officials have also been active. Several states have passed statutes that resemble or go beyond the strictures of …
"The Regulatory Grass In Greener": A Comparative Analysis Of The Alien Tort Claims Act And The European Union's Green Paper On Corporate Social Responsibility, Joshua M. Chanin
"The Regulatory Grass In Greener": A Comparative Analysis Of The Alien Tort Claims Act And The European Union's Green Paper On Corporate Social Responsibility, Joshua M. Chanin
Indiana Journal of Global Legal Studies
No abstract provided.
Reframing The Issue: Aids As A Global Workforce Crisis And The Emerging Role Of Multinational Corporations, Elizabeth M. Chitty
Reframing The Issue: Aids As A Global Workforce Crisis And The Emerging Role Of Multinational Corporations, Elizabeth M. Chitty
Indiana Journal of Global Legal Studies
No abstract provided.
From "Federalization" To "Mixed Goverance" In Corporate Law: A Defense Of Sarbanes-Oxley, Robert B. Ahdieh
From "Federalization" To "Mixed Goverance" In Corporate Law: A Defense Of Sarbanes-Oxley, Robert B. Ahdieh
Buffalo Law Review
No abstract provided.
In Re Oracle Corp. Derivative Litigation: Death Of Special Litigation Committees?, Anna Panchenko
In Re Oracle Corp. Derivative Litigation: Death Of Special Litigation Committees?, Anna Panchenko
DePaul Business & Commercial Law Journal
No abstract provided.
Addressing Imperfections In The Tax System: Procedural Or Substantive Reform?, Leandra Lederman, Stephen W. Mazza
Addressing Imperfections In The Tax System: Procedural Or Substantive Reform?, Leandra Lederman, Stephen W. Mazza
Michigan Law Review
Books about tax administration tend to fall into one of two broad categories: those that paint the Internal Revenue Service ("IRS") as an agency peopled by corrupt, out-of-control bureaucrats who take pleasure in seeing innocent taxpayers suffer, and those that tell readers how to structure their affairs to minimize the risk of incurring an IRS employee's wrath during a tax audit. Perfectly Legal, the full title of which communicates David Cay Johnston's intent to focus on the tax system, does neither of those things. Instead, it is a book much like The Great American Tax Dodge, which explained …
Is U.S. Ceo Compensation Inefficient Pay Without Performance?, John E. Core, Wayne R. Guay, Randall S. Thompson
Is U.S. Ceo Compensation Inefficient Pay Without Performance?, John E. Core, Wayne R. Guay, Randall S. Thompson
Michigan Law Review
In Pay Without Performance, Professors Lucian Bebchuk and Jesse Fried develop and summarize the leading critiques of current executive compensation practices in the United States. This book, and their highly influential earlier article, Managerial Power and Rent Extraction in the Design of Executive Compensation, with David Walker offer a negative, if mainstream, assessment of the state of U.S. executive compensation: U.S. executive compensation practices are failing in a widespread manner, and much systemic reform is needed. The purpose of our Review is to summarize the book and to offer some counterarguments to try to balance what is becoming …
A Devil Disguised As A Corporate Angel?: Questioning Corporate Charitable Contributions To "Independent" Directors' Organizations, Benjamin E. Ladd
A Devil Disguised As A Corporate Angel?: Questioning Corporate Charitable Contributions To "Independent" Directors' Organizations, Benjamin E. Ladd
William & Mary Law Review
No abstract provided.
The One And The Many: Individual Rights, Corporate Rights And The Diversity Of Groups, Bruce P. Frohnen
The One And The Many: Individual Rights, Corporate Rights And The Diversity Of Groups, Bruce P. Frohnen
West Virginia Law Review
No abstract provided.
A Primer On The Theory, Practice, And Pedagogy Underpinning A School Of Thought On Law And Business, James E. Holloway
A Primer On The Theory, Practice, And Pedagogy Underpinning A School Of Thought On Law And Business, James E. Holloway
University of Michigan Journal of Law Reform
Recent policyless and lawless business decisions have prompted the judiciary and legislature to erode managerial discretion and judgment. This Article is a primer on the theoretical, practical, and pedagogical requirements for a legal-managerial school of thought to measure the business losses created by these judicial and legislative responses. A legal-managerial school must provide a theoretical evaluation of law and public policy, a practical integration of legal analysis and business methodology, and a pedagogical expansion of legal thinking to include business information. This Article initiates the debate on how a legal-managerial school of thought can further the study, practice, and teaching …
Who Is The Corporation's Lawyer, Ethan S. Burger
Who Is The Corporation's Lawyer, Ethan S. Burger
West Virginia Law Review
No abstract provided.
Recalling Why Corporate Officers Are Fiduciaries, Lyman P.Q. Johnson, David Millon
Recalling Why Corporate Officers Are Fiduciaries, Lyman P.Q. Johnson, David Millon
William & Mary Law Review
No abstract provided.
A New Interpretation Of The Contemporaneous Ownership Requirement In Shareholder Derivative Suits: In Re Bank Of New York Derivative Litigation And The Elimination Of The Continuing Wrong Doctrine, Terence L. Robinson Jr.
A New Interpretation Of The Contemporaneous Ownership Requirement In Shareholder Derivative Suits: In Re Bank Of New York Derivative Litigation And The Elimination Of The Continuing Wrong Doctrine, Terence L. Robinson Jr.
BYU Law Review
No abstract provided.
Corporate Voting And The Takeover Debate, Paul H. Edelman, Randall S. Thomas
Corporate Voting And The Takeover Debate, Paul H. Edelman, Randall S. Thomas
Vanderbilt Law Review
Shareholder voting is the key to the outcome of hostile takeovers. The most obvious example arises when an acquirer tries to unseat a corporate board in a proxy contest for corporate control. But shareholder votes are needed in almost all other takeover settings as well. For instance, when a bidder announces a hostile tender offer, a resistant target company's board of directors will normally use its poison pill antitakeover defense, or a combination of a poison pill and a classified board, to stop its shareholders from selling their shares to the bidder, forcing the bidder to engage in at least …
How To Be Good: The Emphasis On Corporate Director's Good Faith In The Post-Enron Era, Thomas Rivers
How To Be Good: The Emphasis On Corporate Director's Good Faith In The Post-Enron Era, Thomas Rivers
Vanderbilt Law Review
The "irrational exuberance"' of the late 1990s, marked by frenzied stock trading and risky investment strategies, fueled aggressive accounting practices that exaggerated real achievements and camouflaged setbacks. During that time, investors accepted business practices that measured performance by revenue, rather than earnings or cash, and by the number of "eyeballs hitting Internet sites." According to Federal Reserve Chairman Alan Greenspan, "when greed swept through our nation, we were not prepared to address it." The result was accounting scandals at Enron, WorldCom and other organizations, in which directors failed to ask "questions of management to determine whether the stock was rising …
Rock, Paper, Scissors: Choosing The Right Vehicle For Federal Corporate Governance Initiatives, Joan Macleod Heminway
Rock, Paper, Scissors: Choosing The Right Vehicle For Federal Corporate Governance Initiatives, Joan Macleod Heminway
Fordham Journal of Corporate & Financial Law
No abstract provided.
The Fourth Annual Albert A. Destefano Lecture On Corporate, Securities &Financial Law, William Michael Treanor Introduction, Jill E. Fisch Introduction, Constantine N. Katsoris, John F.X Peloso Moderator, Brandon Becker, Robert Colby, Richard G. Ketchum, Mark E. Lackritz, Annette L. Nazareth, Mary L. Shapiro
The Fourth Annual Albert A. Destefano Lecture On Corporate, Securities &Financial Law, William Michael Treanor Introduction, Jill E. Fisch Introduction, Constantine N. Katsoris, John F.X Peloso Moderator, Brandon Becker, Robert Colby, Richard G. Ketchum, Mark E. Lackritz, Annette L. Nazareth, Mary L. Shapiro
Fordham Journal of Corporate & Financial Law
No abstract provided.
Breach Of Fiduciary Duty As Securities Fraud: Sec V. Chancellor Corp., Carl W. Mills
Breach Of Fiduciary Duty As Securities Fraud: Sec V. Chancellor Corp., Carl W. Mills
Fordham Journal of Corporate & Financial Law
No abstract provided.
Brokers And Advisers – What’S In A Name?, Barbara Black
Brokers And Advisers – What’S In A Name?, Barbara Black
Fordham Journal of Corporate & Financial Law
No abstract provided.
The Efficient Capital Market Hypothesis, Chaos Theory, And The Insider Filing Requirements Of The Securities Exchange Act Of 1934: The Predictive Power Of Form 4 Filings, Patrick J. Glen
Fordham Journal of Corporate & Financial Law
No abstract provided.
Think Before You Type: A Look At Email Privacy In The Work Place, Meir S. Hornug
Think Before You Type: A Look At Email Privacy In The Work Place, Meir S. Hornug
Fordham Journal of Corporate & Financial Law
No abstract provided.
The Fifth Annual A. A. Sommer, Jr. Lecture On Corporate, Securities & Financial Law, William Michael Treanor, John F.X Peloso, Jill E. Fisch, Richard G. Ketchum
The Fifth Annual A. A. Sommer, Jr. Lecture On Corporate, Securities & Financial Law, William Michael Treanor, John F.X Peloso, Jill E. Fisch, Richard G. Ketchum
Fordham Journal of Corporate & Financial Law
No abstract provided.