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Terrorism Financing Indicators For Financial Institutions In The United States, Richard K. Gordon Jan 2012

Terrorism Financing Indicators For Financial Institutions In The United States, Richard K. Gordon

Faculty Publications

At least since the Financial Action Task Force (FATF) first published its Forty Recommendations, financial institutions in FATF-compliant jurisdictions have been required to implement preventive measures that require FIs to identify customers, establish client profiles, monitor for unusual transactions, review those transactions to see if there was suspicion that they involved the proceeds of crime and, if so, report the transaction to the authorities in the form of a suspicious transaction report (STR). When these requirements were first established, neither financial institutions nor their supervisors/regulators had much experience as to what in a client's profile and the client ...


Corporate Governance: The Swedish Solution, George W. Dent Jan 2012

Corporate Governance: The Swedish Solution, George W. Dent

Faculty Publications

Sweden has changed its corporate governance system by delegating the nomination of corporate directors (and thus, in effect, ultimate control) to committees typically comprising representatives of each company’s largest shareholders. This system gives shareholders a degree of power “that only the most daring corporate governance initiatives in the rest of the world could even imagine.” By all accounts the change has been successful; no one is complaining about it.

In the United States investors have long been kept weak in corporate governance for fear that giving them a major role would damage corporations in numerous ways. The Swedish experience ...


Organizational Management Of Conflicting Professional Identities, Cassandra Burke Robertson Jan 2011

Organizational Management Of Conflicting Professional Identities, Cassandra Burke Robertson

Faculty Publications

Professionals in the military have suffered criticism for their failure to counter military excess in the so-called "War on Terror" - especially in the area of torture and maltreatment of detainees. Much of the criticism leveled against such professionals has assumed that they were bad actors who were making a conscious choice to avoid the strictures of their code of ethics. This Article counters that narrative by applying identity theory to offer a more situations explanation. It argues that some of these professional failures arise from the cognitive incentives faced by individuals in an organization that rewards organizational deference over independent ...


The Essential Unity Of Shareholders And The Myth Of Investor Short-Termism, George W. Dent Jan 2010

The Essential Unity Of Shareholders And The Myth Of Investor Short-Termism, George W. Dent

Faculty Publications

The separation of ownership and control publicized by Berle and Means in 1932 persists today. Domination of public companies by self-serving and ineffective executives costs America billions of dollars every year and contributed to the current economic meltdown. Repeated efforts to solve this problem--including the Sarbanes-Oxley Act, expanded disclosure duties, and more stringent requirements for director independence--have had little benefit and have sometimes made matters worse. The flaws in our corporate governance system are a growing problem for America’s economy as disillusioned investors increasingly place their capital in other countries.

Nonetheless, proposals for greater shareholder power have encountered criticisms ...


For Optional Federal Incorporation, George W. Dent Jan 2010

For Optional Federal Incorporation, George W. Dent

Faculty Publications

The American economy suffers from the domination of corporations by chief executive officers who exercise control for their own benefit, at considerable cost to shareholders and to efficiency. The costs of this defect are rising as capital flees the United States for a growing number of countries that treat investors better. America’s corporate governance problem began and persists because corporations are franchised by the states, and it is in the economic interest of the states (especially Delaware) to cater to CEOS because they control the choice of state of incorporation. To break this destructive arrangement I propose optional federal ...


Introduction: Corporations And Their Communities, Robert N. Strassfeld Jan 2008

Introduction: Corporations And Their Communities, Robert N. Strassfeld

Faculty Publications

No abstract provided.


Stakeholder Governance: A Bad Idea Getting Worse, George W. Dent Jan 2008

Stakeholder Governance: A Bad Idea Getting Worse, George W. Dent

Faculty Publications

Calls for a stakeholder voice in corporate governance never end, as evidenced by the Symposium Corporations and Their Communities to which this paper is a contribution. The demise of labor unions and explosion of executive compensation while the income of most Americans has stagnated over the last several years has precipitated cries for remedial action, some of which include stakeholder governance. Although complaints about deepening inequality are just, other remedies should be pursued. The traditional objections to stakeholder governance remain valid: the interests of stakeholder groups clash not only with those of the shareholders but also with each other, and ...


Academics In Wonderland: The Team Production And Director Primacy Models Of Corporate Governance, George W. Dent Jan 2008

Academics In Wonderland: The Team Production And Director Primacy Models Of Corporate Governance, George W. Dent

Faculty Publications

This paper examines the Team Production and Director Primacy Models of corporate governance, finds them wanting, and explains why corporate governance is moving toward shareholder primacy and why this will benefit not only investors but the whole American economy.

The director primacy model posits that shareholders are so ill-informed and so divided in their interests that they would self-destruct if they controlled the firm. Accordingly they tie their own hands by ceding control to a board of independent directors. Advocates of the team production theory often agree with the foregoing but stress the importance to the firm of other constituencies ...


Introduction: Capitalizing On The Success Of Entrepreneurship: Ipos, Private Sales, Tax Aspects, Residual Interest Of Entrepreneurs After Sales Of Ipos, Richard K. Gordon Jan 2007

Introduction: Capitalizing On The Success Of Entrepreneurship: Ipos, Private Sales, Tax Aspects, Residual Interest Of Entrepreneurs After Sales Of Ipos, Richard K. Gordon

Faculty Publications

Panel discussion on "Capitalizing on the Success of Entrepreneurship: IPOS, Private Sales, Tax Aspects, Residual Interest of Entrepreneurs after Sales of IPOS" from the "The Canada-United States Law Institute Conference on Comparative Legal Aspects of Entrepreneurship in Canada and the United States" - Cleveland, Ohio April 13-14, 2007.


The Ducks Stop Here? The Environmental Challenge To Federalism, Jonathan H. Adler Jan 2006

The Ducks Stop Here? The Environmental Challenge To Federalism, Jonathan H. Adler

Faculty Publications

PIn Solid Waste Association of Northern Cook County v. U.S. Army Corps of Engineers ("SWANCC"), the Supreme Court considered whether federal regulatory authority reaches isolated wetlands and ponds due to the potential presence of migratory birds. In rejecting such an expansive view of federal authority, the Court's majority underlined its devotion to the federalism principles enunciated in Lopez and other recent cases. The federalist majority further reiterated its support for a canon of statutory construction which holds that federal statutes will not be interpreted to intrude into state matters, such as local land-use control, absent a clear statement ...


Corporate Governance: Still Broke, No Fix In Sight, George W. Dent Jan 2005

Corporate Governance: Still Broke, No Fix In Sight, George W. Dent

Faculty Publications

Dissatisfaction with the governance of public companies is as old as the public company itself, but public concern about corporate governance is spasmodic. Prior reforms did not cure the ills of corporate governance, and there is little reason to think that the recent spate of reforms will be any more effective. The fundamental problem of corporate governance remains what it has always been: the separation of ownership and control. No reform can succeed unless it overcomes this contradiction. Corporate executives determined to preserve their privileges and a number of scholars deny this claim; in effect, these Panglosses consider the status ...


Comment: The Case For Real Shareholder Democracy, George W. Dent Jan 2005

Comment: The Case For Real Shareholder Democracy, George W. Dent

Faculty Publications

Comment on presentations at The Georege A. Leet Business Law Symposium: Corporate Governance: Directors v. Shapreholders, Cleveland, Ohio, 2005.


The Descendants Of Fassihi: A Comparative Analysis Of Recent Cases Addressing The Fiduciary Claims Of Disgruntled Constituents Against Attorneys Representing Closely-Held Entities, Matthew Rossman Jan 2005

The Descendants Of Fassihi: A Comparative Analysis Of Recent Cases Addressing The Fiduciary Claims Of Disgruntled Constituents Against Attorneys Representing Closely-Held Entities, Matthew Rossman

Faculty Publications

Accordingly, this Article will examine three recent cases closely and then make observations about what these "descendants of Fassihi" say about the state of the law and how they should impact attorney behavior. To provide proper context for this discussion, a short summary of Fassihi and other contemporary responses to the issues raised in Fassihi follows.


The George A. Leet Business Law Symposium: Corporate Governance: Directors Vs. Shareholders? - Introduction, George W. Dent Jan 2005

The George A. Leet Business Law Symposium: Corporate Governance: Directors Vs. Shareholders? - Introduction, George W. Dent

Faculty Publications

Introducation to The George A. Leet Business Law Symposium: Corporate Governance: Directors vs. Shareholders?, Cleveland, Ohio.


The Role Of Lawyers In Strategic Alliances, George W. Dent Jan 2003

The Role Of Lawyers In Strategic Alliances, George W. Dent

Faculty Publications

No abstract provided.


The George A. Leet Business Law Symposium: The Role Of Lawyers In Strategic Alliances - Introduction, George W. Dent Jan 2003

The George A. Leet Business Law Symposium: The Role Of Lawyers In Strategic Alliances - Introduction, George W. Dent

Faculty Publications

Introducation to The George A. Leet Business Law Symposium: The Role of Lawyers in Strategic Alliances, Cleveland, Ohio.


Lawyers And Trust In Business Alliances, George W. Dent Jan 2002

Lawyers And Trust In Business Alliances, George W. Dent

Faculty Publications

This Article attempts a first step in filling the gap in the legal literature about lawyers and strategic business alliances. Part I describes the distinctive nature of strategic alliances. Part II discusses why strategic alliances pose unique problems for lawyers. Part III considers how lawyers' negotiation tactics can enhance rather than erode trust between the parties in alliances. Part IV suggests how lawyers can draft substantive contract terms that foster trust and cooperation in alliances. Part V explores how law schools and continuing legal education can train lawyers to perform better not only in strategic business alliances but in all ...


Gap Fillers And Fiduciary Duties In Strategic Alliances, George W. Dent Jan 2001

Gap Fillers And Fiduciary Duties In Strategic Alliances, George W. Dent

Faculty Publications

This Article describes the evolution of strategic alliances and their dependence on trust between the allies. It then discusses the general theory of gap fillers and fiduciary duties and the inevitability of major gaps in strategic alliance contracts. Finally, it combines these elements to derive conclusions about the proper role of gap fillers and fiduciary duties in strategic alliances.


The Role Of Convertible Securities In Corporate Finance, George W. Dent Jan 1996

The Role Of Convertible Securities In Corporate Finance, George W. Dent

Faculty Publications

This Article examines theories supporting the use of convertible secyrutues and finds them insufficient even for public companies, to which they are supposed to apply. They fare worse yet for private firms which use convertibles even more frequently. Indeed, no one theory explains all uses of convertibles. Convertibles can reduce agency costs by reconciling differences in risk aversion and diminishing managers' exploitation of investors, but they can also promote managers' interests at the expense of shareholders. The mix of factors varies from case to case. Thus, the role of convertibles proves complex and diverse. After describing convertible securities (part II ...


Proxy Regulation In Search Of A Purpose, George W. Dent Jan 1989

Proxy Regulation In Search Of A Purpose, George W. Dent

Faculty Publications

Changing conditions often force us to rethink the role of a law. Professor Ryan's scholarly article, Rule 14a-8, Institutional Shareholder Proposals, and Corporate Democracy,underscores this need. His article is useful for both its successes and its failures. Its principal failure is its inability to identify a general justification for the rule. This is helpful; the failure of an intelligent and deter- mined advocate to find a persuasive defense of the rule confirms that no defense is possible. The article succeeds principally in showing how institutional investors have recently used the rule in ways that put the rule in ...


Toward Unifying Ownership And Control In The Public Corporation, George W. Dent Jan 1989

Toward Unifying Ownership And Control In The Public Corporation, George W. Dent

Faculty Publications

In 1932, Adolf Berle and Gardiner Means published the seminal book, The Modern Corporation and Private Property. This work set forth the thesis that corporate law's central dilemma has been the separation of ownership and control in publicly held corporations. Over the years, the Berle-Means thesis has been tossed aside by critics who argue that economic forces compel managers to act as if the shareholders were in control and by those who welcome the idea that managers are able to exercise their more enlightened business acumen. On the other hand, those who share concerns over the separation of ownership ...


Unprofitable Mergers: Toward A Market-Based Legal Response, George W. Dent Jan 1986

Unprofitable Mergers: Toward A Market-Based Legal Response, George W. Dent

Faculty Publications

The reams of commentary on corporate mergers, acquisitions, and tender offers have focused largely on protection of shareholders of acquired (or target) companies from both the depredations of acquiring (or raider) companies and the cupidity of their own managements in either negotiating the terms or obstructing the accomplishment of transactions. Virtually no attention has been paid to the plight of shareholders of acquiring companies devastated by unwise acquisitions. This oversight is surprising: some acquisitions have been spectacular disasters, destroying hundreds of millions of dollars in the value of the acquiring company's stock.1 Nor are these isolated cases: on ...


Dual Class Capitalization: A Reply To Professor Seligman, George W. Dent Jan 1986

Dual Class Capitalization: A Reply To Professor Seligman, George W. Dent

Faculty Publications

Professor Joel Seligman's article, Equal Protection in Share- holder Voting Rights: The One Common Share, One Vote Contro- versy,' is an impressive accomplishment in many respects. It confirms his status as premier historian of our securities laws and markets.2 It also provides a powerful analysis of, and the first se- rious argument against, dual class capitalization, and proposes a thoughtful solution to the problems it raises. Despite these formi- dable assets, some of Professor Seligman's conclusions are debata- ble. First, Professor Seligman argues that the Securities and Exchange Commission (SEC) can impose on the National Associa- tion ...


Ancillary Relief In Federal Securities Law: A Study In Federal Remedies, George W. Dent Jan 1983

Ancillary Relief In Federal Securities Law: A Study In Federal Remedies, George W. Dent

Faculty Publications

After describing the history and current practice of ancillary relief in federal securities law, this Article analyzes the general law of federal remedies and ancillary relief, including ancillary relief in other areas of administrative law, recent developments in federal equity, statutory interpretation, and federal common law, and implied statutory remedies. The Article then examines pertinent aspects of the federal securities laws, including their legislative history and recent judicial interpretations. On this basis the Article recommends both a general approach to ancillary relief in federal securities law and responses to problems of specific remedies. Finally, the Article discusses ancillary relief under ...


The Revolution In Corporate Governance, The Monitoring Board, And The Director's Duty Of Care, George W. Dent Jan 1981

The Revolution In Corporate Governance, The Monitoring Board, And The Director's Duty Of Care, George W. Dent

Faculty Publications

The theory of corporate governance underwent a revolution in the 1970's. Theorists finally abandoned the myth that a public corporation' is managed by its board of directors, and constructed a new model under which the corporation is managed by its executive officers, and the board, dominated by outside directors, monitors management's performance. This new "monitoring model" has gained wide acceptance among commentators, and several of its elements have been adopted by many public corporations. Even those commentators who do not enthusiastically embrace the entire monitoring model tend to agree that monitoring management is a significant board function.

But ...


The Power Of Directors To Terminate Shareholder Litigation: The Death Of The Derivative Suit?, George W. Dent Jan 1981

The Power Of Directors To Terminate Shareholder Litigation: The Death Of The Derivative Suit?, George W. Dent

Faculty Publications

This article will analyze the problems raised by the board's attempt to terminate shareholder suits and will advance proposals to deal with those problems.