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Articles 1 - 30 of 120
Full-Text Articles in Law
The Team Production Theory Of Corporate Law: A Critical Assessment, Alan J. Meese
The Team Production Theory Of Corporate Law: A Critical Assessment, Alan J. Meese
Alan J. Meese
No abstract provided.
Limitations On Corporate Speech: Protection For Shareholders Or Abridgement Of Expression?, Alan J. Meese
Limitations On Corporate Speech: Protection For Shareholders Or Abridgement Of Expression?, Alan J. Meese
Alan J. Meese
No abstract provided.
Individual Or Collective Liability For Corporate Directors?, Darian M. Ibrahim
Individual Or Collective Liability For Corporate Directors?, Darian M. Ibrahim
Darian M. Ibrahim
Fiduciary duty is one of the most litigated areas in corporate law and the subject of much academic attention, yet one important question has been ignored: Should fiduciary liability be assessed individually, where directors are examined one-by-one for compliance, or collectively, where the board's compliance as a whole is all that matters? The choice between individual and collective assessment may be the difference between a director's liability and her exoneration, may affect how boards function, and informs the broader fiduciary duty literature in important ways. This Article is the first to explore the individual/collective question and suggest a systematic way …
Freezing The Company Charter, Eric Kades
Freezing The Company Charter, Eric Kades
Eric A. Kades
When legislatures alter corporate, partnership, and other business entity statutes, they simultaneously amend the governing document of all entities of that type formed within the jurisdiction. In many circumstances these business entities may wish to retain existing rules for internal governance. This Article offers a novel tool for firms wishing to so manage their own legal transitions: the "charter freeze." A freeze provision in the company charter declares that future (non-mandatory) changes in relevant statutes have no effect on the firm. Owners may affirmatively adopt the new rules, but choose to exercise complete control over their adoption vel non of …
The Role Of Corporate Governance In Curbing Foreign Corrupt Business Practices, Poonam Puri, Andrew Nichol
The Role Of Corporate Governance In Curbing Foreign Corrupt Business Practices, Poonam Puri, Andrew Nichol
Poonam Puri
The role of corporate and securities laws in addressing foreign corrupt business practices have, to date, received limited consideration. Departing from the substantial literature on the criminal and public law response to international corruption, the authors analyze Canada’s Corruption of Foreign Public Officials Act in comparison with British and American legislation and conclude that the Canadian regime relies too heavily on the use of criminal sanctions and fails to contemplate the role of behaviour modification in its legislative structure. Recognizing that multinational corporations are well placed to identify, expose, and prevent corrupt business practices, the authors propose a private law-based …
Triumph Or Tragedy? The Curious Path Of Corporate Disclosure Reform In The U.K., Cynthia A. Williams, John M. Conley
Triumph Or Tragedy? The Curious Path Of Corporate Disclosure Reform In The U.K., Cynthia A. Williams, John M. Conley
Cynthia A. Williams
No abstract provided.
Rethinking The Nature Of The Firm: The Corporation As A Governance Object, Peer Zumbansen
Rethinking The Nature Of The Firm: The Corporation As A Governance Object, Peer Zumbansen
Peer Zumbansen
This Article attempts to bridge two discourses—corporate governance and contract governance. Regarding the latter, a group of scholars has recently set out to develop a more comprehensive research agenda to explore the governance dimensions of contractual relations, highlighting the potential of contract theory to develop a more encompassing theory of social and economic transactions. While a renewed interest in the contribution of economic theory for a concept of contract governance drives one dimension of this research, another part of this undertaking has been to move contract theory closer to theories of social organization. Here, these scholars emphasize the “social” or …
Open Sesame: The Myth Of Alibaba’S Extreme Corporate Governance And Control, Yu-Hsin Lin, Thomas Mehaffy
Open Sesame: The Myth Of Alibaba’S Extreme Corporate Governance And Control, Yu-Hsin Lin, Thomas Mehaffy
Yu-Hsin Lin
In September 2014, Alibaba Group Holding Limited (Alibaba) successfully launched a $25 billion initial public offering (IPO), the largest IPO ever, on New York Stock Exchange. Alibaba’s IPO success witnessed a wave among Chinese Internet companies to raise capital in U.S capital markets. A significant number of these companies have employed a novel, but poorly understood corporate ownership and control mechanism—the variable interest entity (VIE) structure and/or the disproportional control structure. The VIE structure was created in response to the Chinese restriction on foreign investments; however, it carries the risk of being declared illegal under Chinese law. The disproportional control …
Gandhi’S Prophecy: Corporate Violence And A Mindful Law For Bhopal, Nehal A. Patel
Gandhi’S Prophecy: Corporate Violence And A Mindful Law For Bhopal, Nehal A. Patel
Nehal A. Patel
AbstractOver thirty years have passed since the Bhopal chemical disaster began,and in that time scholars of corporate social responsibility (CSR) havediscussed and debated several frameworks for improving corporate responseto social and environmental problems. However, CSR discourse rarelydelves into the fundamental architecture of legal thought that oftenbuttresses corporate dominance in the global economy. Moreover, CSRdiscourse does little to challenge the ontological and epistemologicalassumptions that form the foundation for modern economics and the role ofcorporations in the world.I explore methods of transforming CSR by employing the thought ofMohandas Gandhi. I pay particular attention to Gandhi’s critique ofindustrialization and principle of swadeshi (self-sufficiency) …
Who Sits On Texas Corporate Boards? Texas Corporate Directors: Who They Are And What They Do, Lawrence J. Trautman
Who Sits On Texas Corporate Boards? Texas Corporate Directors: Who They Are And What They Do, Lawrence J. Trautman
Lawrence J. Trautman Sr.
Corporate directors play an important role in governing American business, in the capital formation process, and are fundamental to the stewardship of economic growth. Texas businesses play a disproportionately important role among the states in aggregate U.S. job creation, responsible for 37% of all net new American jobs since the post 2008-2009 recovery began. It is the job of the board of directors to govern the corporation. The duties and responsibilities of a corporate director include: the duty of care; duty of loyalty; and duty of good faith. This paper results from the author’s previously assembled biographical data for most …
Corporate Conduct That Does Not Maximize Shareholder Gain: Legal Conduct, Ethical Conduct, The Penumbra Effect, Reciprocity, The Prisoner's Dilemma, Sheep's Clothing, Social Conduct, And Disclosure, Melvin Aron Eisenberg
Corporate Conduct That Does Not Maximize Shareholder Gain: Legal Conduct, Ethical Conduct, The Penumbra Effect, Reciprocity, The Prisoner's Dilemma, Sheep's Clothing, Social Conduct, And Disclosure, Melvin Aron Eisenberg
Melvin A. Eisenberg
Deals with the question of nonmaximizing corporate conduct. Types of corporate conduct that appear to be or are non nonmaximizing; Narration of the section 2.01 of the American Law Institute's `Principles of Corporate Governance' to shed understanding on the issue of nonmaximizing corporate conduct; Corporate philanthropy.
An Overview Of The Principles Of Corporate Governance, Melvin Aron Eisenberg
An Overview Of The Principles Of Corporate Governance, Melvin Aron Eisenberg
Melvin A. Eisenberg
Presents an overview of the book 'Principles of Corporate Governance' in the United States. Background architecture of the Principles of Corporate Governance of the American Law Institute; Explanations of the policy reasons of the provisions covered by the Principles; Restatement rules of the relevant law.
The Board Of Directors And Internal Control, Melvin A. Eisenberg
The Board Of Directors And Internal Control, Melvin A. Eisenberg
Melvin A. Eisenberg
No abstract provided.
The Conception That The Corporation Is A Nexus Of Contracts, And The Dual Nature Of The Firm, Melvin A. Eisenberg
The Conception That The Corporation Is A Nexus Of Contracts, And The Dual Nature Of The Firm, Melvin A. Eisenberg
Melvin A. Eisenberg
No abstract provided.
The Duty Of Good Faith In Corporate Law, Melvin A. Eisenberg
The Duty Of Good Faith In Corporate Law, Melvin A. Eisenberg
Melvin A. Eisenberg
An important development in corporate law is the recent explicit recognition, in a series of Delaware cases, that corporate managers owe a fiduciary duty of good faith in addition to their traditional duties of care and loyalty. The duty of good faith was not created by those cases. On the contrary, the duty has long been explicit under the statutes--for example, in statutory provisions that require directors to act in good faith, and in provisions concerning indemnification. The duty of good faith has also long existed implicitly in the case law--for example, in the formulation of the business judgment rule …
Cybersecurity: What About U.S. Policy?, Lawrence J. Trautman
Cybersecurity: What About U.S. Policy?, Lawrence J. Trautman
Lawrence J. Trautman Sr.
During December 2014, just hours before the holiday recess, the U.S. Congress passed five major legislative proposals designed to enhance U.S. cybersecurity. Following signature by the President, these became the first cybersecurity laws to be enacted in over a decade, since passage of the Federal Information Security Management Act of 2002. My goal is to explore the unusually complex subject of cybersecurity policy in a highly readable manner. An analogy with the recent deadly and global Ebola epidemic is used to illustrate policy challenges, and hopefully will assist in transforming the technological language of cybersecurity into a more easily understandable …
Creditors And Debt Governance, Charles K. Whitehead
Creditors And Debt Governance, Charles K. Whitehead
Charles K Whitehead
This chapter from the book Research Handbook on the Economics of Corporate Law (Claire Hill & Brett McDonnell, eds.), provides an introduction to the law and economic theory relating to creditors and debt governance. The chapter begins with a look at the traditional role of debt, focusing on the impact of debt on corporate governance and, in particular, the effect of an illiquid credit market on creditors’ reliance on covenants and monitoring. It then turns to changes in the private credit market and their effect on lending structure. Greater liquidity raises its own set of agency costs. In response, loans …
On The Rise Of Shareholder Primacy, Signs Of Its Fall, And The Return Of Managerialism (In The Closet), Lynn Stout
On The Rise Of Shareholder Primacy, Signs Of Its Fall, And The Return Of Managerialism (In The Closet), Lynn Stout
Lynn A. Stout
In their 1932 opus "The Modern Corporation and Public Property," Adolf Berle and Gardiner Means famously documented the evolution of a new economic entity—the public corporation. What made the public corporation “public,” of course, was that it had thousands or even hundreds of thousands of shareholders, none of whom owned more than a small fraction of outstanding shares. As a result, the public firm’s shareholders had little individual incentive to pay close attention to what was going on inside the firm, or even to vote. Dispersed shareholders were rationally apathetic. If they voted at all, they usually voted to approve …
Optimized Theft: Why Some Controlling Shareholders “Generously” Expropriate From Minority Shareholders, Sang Yop Kang
Optimized Theft: Why Some Controlling Shareholders “Generously” Expropriate From Minority Shareholders, Sang Yop Kang
Sang Yop Kang
Although controlling shareholder agency problems have been well studied so far, many questions still remain unanswered. In particular, an important puzzle in a bad-law jurisdiction is: why some controlling shareholders (“roving controllers”) loot the entire corporate assets at once, and why others (“stationary controllers”) siphon a part of corporate assets on a continuous basis. To solve this conundrum, this Article provides analytical frameworks exploring the behaviors and motivations of controlling shareholders. To begin with, I reinterpret Olson’s political theory of “banditry” in the context of corporate governance in developing countries. Based on a new taxonomy of controlling shareholders (“roving controllers” …
Managing Cyberthreat, Lawrence J. Trautman
Managing Cyberthreat, Lawrence J. Trautman
Lawrence J. Trautman Sr.
Cyber security is an important strategic and governance issue. However, because most corporate CEOs and directors have no formal engineering or information technology training, it is understandable that their lack of actual cybersecurity knowledge is problematic. Particularly among smaller companies having limited resources, knowledge regarding what their enterprise should actually be doing about cybersecurity can’t be all that good. My goal in this article is to explore the unusually complex subject of cybersecurity in a highly readable manner. First, an examination of recent threats is provided. Next, governmental policy initiatives are discussed. Third, some basic tools that can be used …
The Institutional Appetite For Quack Corporate Governance, Alicia J. Davis
The Institutional Appetite For Quack Corporate Governance, Alicia J. Davis
Alicia Davis
This Article offers evidence that higher quality internal corporate governance is associated with higher levels of ownership by institutional investors. This finding is consistent with the idea that institutions have greater reason than individual investors to prefer well-governed firms, but surprising given the substantial empirical evidence that casts doubt on the efficacy of internal governance mechanisms. The study described in this Article also finds that higher quality external governance is associated with lower proportions of ownership by certain types of institutional investors, also a somewhat surprising result given available empirical evidence on the positive relationship between external governance and firm …
Re-Envisioning Investors’ Anti-Director Rights Index: Theory, Criticism, And Implications, Sang Yop Kang
Re-Envisioning Investors’ Anti-Director Rights Index: Theory, Criticism, And Implications, Sang Yop Kang
Sang Yop Kang
‘Law and Finance’ theory – which offers analytical frameworks to measure the protection of public investors and the quality of corporate governance – has dominated the comparative corporate governance scholarship in the last decade. So far, many proponents and critics have had debates on the relevance of the theory and the implications of the theory’s empirical studies. Several important points in relation to shareholder protection, however, have been highly neglected in these debates. In particular, the significance of one-share-one-vote (OSOV) rule has been inappropriately underestimated. In response, this Article explores (1) why OSOV is an utmost critical component in corporate …
Iniciativas Legais Para O Desenvolvimento Da Governança Corporativa No Mercado Financeiro E De Capitais Brasileiro, Felipe Chagas Villasuso Lago
Iniciativas Legais Para O Desenvolvimento Da Governança Corporativa No Mercado Financeiro E De Capitais Brasileiro, Felipe Chagas Villasuso Lago
Felipe Chagas Villasuso Lago Mr.
The study of Corporate Governance is of utmost importance for the development of transparency and ethics in the conduct of public and private institutions activities. Corporate governance has been important for the development of relations between the shareholder and the senior management of companies, employees, suppliers, customers, banks and other lenders, Regulators and the community as a whole. The study of such practice goes beyond legal issues and also involves economic analysis and policy for discussing the best strategy to ensure the return on investment or consideration, in the case of public service. The Financial and Capital Market are industries …
Activist Compensation Of Board Nominees & The Middle Ground Response, Adam Prestidge
Activist Compensation Of Board Nominees & The Middle Ground Response, Adam Prestidge
Adam Prestidge
Shareholder activism has taken an increasingly high-profile and polarizing role in investing and corporate governance. Moves by shareholder activists, and the policy behind those moves, constantly appear in corporate headlines. One of shareholder activists’ primary methods of enacting changes in companies is to nominate directors to the board, and often those director nominees are highly-compensated by the shareholder activist itself. Some in the corporate world oppose this practice, arguing that it creates a significant conflict of interest and can damage the company in the short term, while others argue that the practice is a necessary tool for investors that may …
Who Sits On Texas Corporate Boards? Texas Corporate Directors: Who They Are & What They Do, Lawrence J. Trautman
Who Sits On Texas Corporate Boards? Texas Corporate Directors: Who They Are & What They Do, Lawrence J. Trautman
Lawrence J. Trautman Sr.
Corporate directors play an important role in governing American business, in the capital formation process, and are fundamental to the stewardship of economic growth. Texas businesses play a disproportionately important role among the states in aggregate U.S. job creation, responsible for 37% of all net new American jobs since the post 2008-2009 recovery began. It is the job of the board of directors to govern the corporation. The duties and responsibilities of a corporate director include: the duty of care; duty of loyalty; and duty of good faith. This paper results from the author’s previously assembled biographical data for most …
Shareholder Engagement Through Informal Dialogue: A Perspective From Spanish Listed Companies, Javier Agudo
Shareholder Engagement Through Informal Dialogue: A Perspective From Spanish Listed Companies, Javier Agudo
Javier Agudo
The purpose of this research is to further understand the behaviour of listed companies in the informal dialogue with their shareholders. While dialogue in CSR issues and the relations between IR officers and funds had already been studied, additional exploration was needed on dialogue regarding corporate governance and on the role of other company actors and external advisors in it. For this, a qualitative study was undertaken in the Spanish context. A total of eleven semi-structured interviews were conducted with directors of the board, heads of investor relations and secretaries of the board from various listed companies, together with proxy …
Corporate Boardroom Diversity: Why Are We Still Talking About This?, Lawrence J. Trautman
Corporate Boardroom Diversity: Why Are We Still Talking About This?, Lawrence J. Trautman
Lawrence J. Trautman Sr.
What exactly is board diversity and why does it matter? How does diversity fit in an attempt to build the best board for any organization? What attributes and skills are required by law and what mix of experiences and talents provide the best corporate governance? Even though most companies say they are looking for diversity, why has there been such little progress? Are required director attributes, which are a must for all boards, consistent with future diversity gains and aligned with achieving high performance and optimal board composition? My goal is to provide answers to these questions, and to discuss …
Shareholder Activism As A Corrective Mechanism In Corporate Governance, Bernard S. Sharfman
Shareholder Activism As A Corrective Mechanism In Corporate Governance, Bernard S. Sharfman
Bernard S Sharfman
No abstract provided.
The Riddle Of Shareholder Rights And Corporate Social Responsibility, Dan Morrissey
The Riddle Of Shareholder Rights And Corporate Social Responsibility, Dan Morrissey
Dan Morrissey
Morrissey—Abstract
The Riddle of Shareholder Rights and Corporate Social Responsibility
Shareholders own the entrepreneurial interests in corporations. As such, the law has historically held that they must be run primarily to generate profit for those investors. Progressives and some enlightened business leaders however have long claimed that this “shareholder primacy” rule is inadequate and urged that the larger needs of the community must also be a concern of business decision-makers. This corporate social responsibility movement (CSR) has gained legal traction during the last several decades with legislative initiatives like constituency statutes and the benefit corporation. In recent years reformers have …
The Riddle Of Shareholder Rights And Corporate Social Responsibility, Dan Morrissey
The Riddle Of Shareholder Rights And Corporate Social Responsibility, Dan Morrissey
Dan Morrissey
Morrissey—Abstract
The Riddle of Shareholder Rights and Corporate Social Responsibility
Shareholders own the entrepreneurial interests in corporations. As such, the law has historically held that they must be run primarily to generate profit for those investors. Progressives and some enlightened business leaders however have long claimed that this “shareholder primacy” rule is inadequate and urged that the larger needs of the community must also be a concern of business decision-makers. This corporate social responsibility movement (CSR) has gained legal traction during the last several decades with legislative initiatives like constituency statutes and the benefit corporation. In recent years reformers have …