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A Private Ordering Solution To Blockholder Disclosure, Joshua Mitts Jan 2013

A Private Ordering Solution To Blockholder Disclosure, Joshua Mitts

Student Scholarship Papers

The recent debate over reforming the Securities Exchange Act section 13(d) ten-day filing window demonstrates the importance of balancing the costs and benefits of delayed blockholder disclosure in both consequentialist and deontological terms. While hedge fund activism may create shareholder value, short-termism is a very real problem for firms today. Rather than a rigid mandatory rule, the duration of the blockholder disclosure window should be set through a shareholder amendment to the corporate bylaws that empowers shareholders to set an optimal maximum length for each firm. To internalize the economic and moral costs to society of permitting trading on ...


The Greatest Mall There Never Was: Assessing The Failed Attempt To Build The New Haven Galleria, Jeremy Kutner May 2012

The Greatest Mall There Never Was: Assessing The Failed Attempt To Build The New Haven Galleria, Jeremy Kutner

Student Legal History Papers

In late 1995, a dream that had fixated New Haven’s leadership since the 1960’s was coming to an end. Long buffeted by a population and wealth exodus to the suburbs, leaders had looked to a glittery downtown shopping mall to draw people, and their money, back to the city. Downtown was remade to accommodate retail heavy hitters: Macy’s, Malley’s, and the Chapel Square Mall. But it wasn’t working. Macy’s was gone. Chapel Square was hemorrhaging tenants. And so, after decades of public effort to make large-scale retail work downtown, the city’s mayor was ...


Financing Innovation: Infrastructure Development In New Haven, 1750-1850, Thomas P. Schmidt Dec 2010

Financing Innovation: Infrastructure Development In New Haven, 1750-1850, Thomas P. Schmidt

Student Legal History Papers

The nineteenth century was a time of astonishing change in technologies of transportation. When the Constitution was ratified, to travel from New Haven to Hartford would require an arduous and uncertain trip on a rough road that could span more than a day. At the start of the twentieth century, railroads conveyed thousands of people daily along that route in a few hours, and the first automobiles were motoring over roads. The great progress in infrastructure development radically transformed the commercial, physical, and cultural landscape of America.

This transformation required great mobilizations of capital and human labor, which, in turn ...


Regulatory Dualism As A Development Strategy: Corporate Reform In Brazil, The U.S., And The Eu, Henry Hansmann, Ronald J. Gilson, Mariana Pargendler Mar 2010

Regulatory Dualism As A Development Strategy: Corporate Reform In Brazil, The U.S., And The Eu, Henry Hansmann, Ronald J. Gilson, Mariana Pargendler

Faculty Scholarship Series

Countries pursuing economic development confront a fundamental obstacle. Reforms that increase the size of the overall pie are blocked by powerful interests that are threatened by the growth-inducing changes. This problem is conspicuous in efforts to create effective capital markets to support economic growth. Controlling owners and managers of established firms successfully oppose corporate governance reforms that would improve investor protection and promote capital market development. In this article, we examine the promise of regulatory dualism as a strategy to diffuse the tension between future growth and the current distribution of wealth and power. Regulatory dualism seeks to mitigate political ...


The Limits Of Lex Americana: The Holocaust Restitution Litigation As A Cul-De-Sac Of International Human-Rights Law, Michael Allen Sep 2009

The Limits Of Lex Americana: The Holocaust Restitution Litigation As A Cul-De-Sac Of International Human-Rights Law, Michael Allen

Student Scholarship Papers

This article addresses the Holocaust-restitution litigation of the late 1990s, which resulted in spectacular settlements totaling over $9 billion and culminated with an Executive Agreement between Germany and the United States in 2000. Prominent law scholars such as NYU Professor Burt Neuborne and Michael Bazyler, author of Holocaust Justice: The Battle for Restitution in America's Courts (2003) and Holocaust Restitution: Perspectives on the Litigation and its Legacy (2006), have celebrated these lawsuits as a model for international human rights. Neuborne has extolled the litigation as the dawn of an era of “lex Americana,” in which multinational corporations (MNCs) have ...


The Law Of Unintended Consequences: A Critique Of The Dilutive Effects And Efficiency Costs Of Multilayer Regulation, Ilya O. Podolyako Apr 2009

The Law Of Unintended Consequences: A Critique Of The Dilutive Effects And Efficiency Costs Of Multilayer Regulation, Ilya O. Podolyako

Student Scholarship Papers

This Article examines the role obstruction charges play in the regulatory framework covering modern public corporations and their members. It finds that prosecutors’ reliance on obstruction charges undermines the legitimacy of substantive rules for enterprise behavior. This pattern not only causes significant inefficiency on its own, but indicates a broader problem with multilayer regulation. That is, in a previously regulated arena, the pre-existing legal environment may warp a new set of rules in undesirable ways. The Article concludes by proposing a means to address this problem generally and remove unnecessary costs associated with the compliance regime specifically.


The Pivotal Mechanism And Organizational Control, Yair Listokin Mar 2009

The Pivotal Mechanism And Organizational Control, Yair Listokin

Faculty Scholarship Series

Organizations with multiple individuals typically make decisions by following the will of the majority of some subset of stakeholders that are entitled to vote. This paper examines an alternative decision-making mechanism—the “pivotal” mechanism developed by Groves and Clarke. Unlike voting, the pivotal mechanism produces efficient outcomes in the presence of heterogeneous voter preferences. Moreover, the mechanism allows control rights to be allocated more widely, reducing the costs of opportunism when a controlling class of stakeholders has interests adverse to another class. These benefits come with costs. The pivotal mechanism’s efficiency diminishes in the presence of collusion between voters ...


Inside The Boardroom: A Proposal To Delaware's Good Faith Jurisprudence To Improve Board Passivity, Kay Ng Oct 2007

Inside The Boardroom: A Proposal To Delaware's Good Faith Jurisprudence To Improve Board Passivity, Kay Ng

Student Scholarship Papers

This Note has two goals. First, it seeks to explain why boards of directors at large corporations tend to stay passive in performing their monitoring role. Second, this Note argues that Delaware corporate law fails to take into consideration the factors that lead to board passivity because Delaware courts currently adopt a transaction-focused approach by only examining facts surrounding the transaction that is the subject of litigation. This Note proposes that the Delaware court looks beyond the transaction in dispute and adopts an expansive good faith evaluation for overall board operations.


Contracting For Financial Privacy: The Rights Of Banks And Customers Under The Reauthorized Patriot Act, Aditi A. Prabhu Apr 2007

Contracting For Financial Privacy: The Rights Of Banks And Customers Under The Reauthorized Patriot Act, Aditi A. Prabhu

Student Scholarship Papers

The 2001 Patriot Act chipped away financial privacy protections by allowing law enforcement authorities easier access to bank customer records. Under the Patriot Act, federal authorities may access customer records by issuing formal subpoena-like requests under the Foreign Intelligence Surveillance Act (FISA) or informal national security letters (NSLs) to banks while prohibiting notice to any affected customers. However, the 2006 revisions to the Patriot Act permit banks to challenge FISA requests and NSLs in federal court before releasing customer records. While the Act does not require banks to make these challenges on behalf of their customers, this Paper will argue ...


Note, For-Profit And Nonprofit Charter Schools: An Agency Costs Approach, John D. Morley Jan 2006

Note, For-Profit And Nonprofit Charter Schools: An Agency Costs Approach, John D. Morley

Faculty Scholarship Series

This Note applies agency costs theory to explain charter schools' use of forprofit
and nonprofit forms, and to suggest ways to make charter school regulation more sensitive to the differences between these forms. Borrowing from Henry Hansmann's "contract failure" theory of nonprofits and recent data on the makeup of the charter school market, I argue that nonprofit forms dominate because they minimize the unusually high agency costs that characterize interactions between charter operators and the parents, regulators, and donors who influence them. For-profit schools survive only when the economies of scale they capture through superior capital-raising offset their higher ...


Extraterritorial Courts For Corporate Law, Henry Hansmann, Jens Dammann Aug 2005

Extraterritorial Courts For Corporate Law, Henry Hansmann, Jens Dammann

Faculty Scholarship Series

A central goal in devising a system of courts is to make judicial services easily accessible. As a consequence, justice is usually administered in a geographically decentralized fashion: trial courts are distributed across the territory in which the jurisdiction’s law is applied. Corporate law, however, does not fit this pattern: courts are often located far away from the companies subject to their jurisdiction. In particular, Delaware law governs most publicly-traded firms in the U.S., and is now extending its reach to encompass corporations headquartered around the globe. But Delaware courts are located only in Delaware. Consequently, there is ...


Crisis And Proposed Solution: Half A Century Of Corporate Law, Jan Ginter Deutsch Jan 1985

Crisis And Proposed Solution: Half A Century Of Corporate Law, Jan Ginter Deutsch

Faculty Scholarship Series

"Greenmail" refers to purchases, at a premium over the market price, of shares of a corporation's stock from persons making a takeover bid. Greenmail can be seen as an aspect of the self- regulatory process, the combination of business practices and legal formalities, which defines United States capitalism. The reality of the system characterized by greenmail, however, involves a good deal more than self-regulation.


Corporate Governance, Oliver E. Williamson Jan 1984

Corporate Governance, Oliver E. Williamson

Faculty Scholarship Series

After a long hiatus, the study of corporate governance has recently enjoyed
a revival, but few points of consensus have emerged. Political differences are sometimes responsible for this impasse,' but failure to address the economics of corporate governance in microanalytic terms is also a factor. Lacking a framework that permits detailed analysis of transactions among the various constituencies of the corporation-labor, owners, suppliers, customers, the community and management-commentators have presented their arguments at such a high level of generality that an assessment of the merits of the alternative positions is very difficult. This Article is meant to address that shortcoming ...


Part Ii The Business Judgment Rule Under Connecticut Corporation Law And Commentary On Joy V. North, Jan Ginter Deutsch Jan 1982

Part Ii The Business Judgment Rule Under Connecticut Corporation Law And Commentary On Joy V. North, Jan Ginter Deutsch

Faculty Scholarship Series

]oy v. North 48 is a shareholder's derivative action against City­ trust, Citytrust Bancorp Inc.'s wholly owned bank subsidiary. Citytrust currently owns an office building in a Norwalk redevelopment area. Its involvement with that building began in 1967, when it signed a 20-year term lease agreement for approximately 9% of the building, which was then still in the planning stage. By the time the building was completed, approximately five years later, it was only half rented and Citytrust had provided unsecured construction financing approximating a million dollars. Thereafter, Citytrust participated in a variety of re-financing arrangements in which ...


Zapata Corporation V Maldonado, Jan Ginter Deutsch Jan 1982

Zapata Corporation V Maldonado, Jan Ginter Deutsch

Faculty Scholarship Series

This article examines the Delaware Supreme Court decision of Zapata Corporation v. Maldonado and attempts to determine whether the opinion is good law. The author contends that the decision will lead to more litigation as there is no clear indication as to what makes a corporation's business judgment not to pursue a court action justifiable. However, only time will tell if it is a good precedent.


Towards A Federal Fiduciary Standards Act, Marvin A. Chirelstein Jan 1981

Towards A Federal Fiduciary Standards Act, Marvin A. Chirelstein

Faculty Scholarship Series

V IEWED FROM A DISTANCE, THERE IS SOMETHING SURPRISING about the
fact that the legal standards that govern the conduct of corporate
managers -directors, officers and controlling stockholders -differ in
their source and origin depending on whether one is speaking of relations
with the company itself or of relations with its security holders. At
the security holder level, it is of course the federal securities statutes
that have primary effect. Federal proxy and insider trading rules,
together with federal disclosure requirements, are the prevailing constraints
where relations between managers and investors are concerned.
At the company level, by contrast, it ...


Restatement Of Corporate Freezeouts, Marvin A. Chirelstein Jan 1978

Restatement Of Corporate Freezeouts, Marvin A. Chirelstein

Faculty Scholarship Series

Apparently overruling earlier decisions, the Supreme Court of
Delaware has recently declared that a merger effected "for the sole
purpose of freezing out minority stockholders ...is an abuse of the
corporate process ...[and a] violation of a fiduciary duty for which
the Court may grant.. . relief."' In Singer v. Magnavox Co.,2 a parent
corporation had merged with its eighty-four-percent-owned subsidiary.
Minority stockholders of the subsidiary had received only cash for their
shares and thus had been eliminated from participation in the combined
enterprise. The court confirmed that the parent owed a fiduciary
duty to the minority by reason of ...


The Morphogenesis Of Subchapter C: An Essay In Statutory Evolution And Reform, Robert C. Clark Jan 1977

The Morphogenesis Of Subchapter C: An Essay In Statutory Evolution And Reform, Robert C. Clark

Faculty Scholarship Series

By anyone's reckoning, the law concerning the federal income taxation
of corporations and security holders-essentially, subchapter C of
the Internal Revenue Code,' together with its accompanying regulations2
and the accumulated body of revenue rulings and case law3-is
complex. Quite surprisingly for a corpus of rules that is an artificial
construct of highly self-conscious human intellects, rather than an
attempt to rationalize preexisting social relations, the law exhibits an
intricacy approaching that of living systems. The analogy suggests a
question. Did the corporate tax law, like a mature organism, have its
major traits determined by a set of genes fixed ...


Fogel V. Chestnutt: The Meaning Of An Opinion, Jan Ginter Deutsch Jan 1977

Fogel V. Chestnutt: The Meaning Of An Opinion, Jan Ginter Deutsch

Faculty Scholarship Series

Extraordinary capacity as a technician is a necessary but not sufficient basis on which to claim the designation of expert. The differentiating aspect is what separates an art from a science, what is learned during apprenticeship as opposed to what can be taught to a student. Within any given field, the technician shares with the expert mastery of the individual objects in terms of which the field itself is defined. The mastery of the expert, however, is also in­ formed by an awareness of the differences produced by variations in the ways those objects are perceived, by what is often ...


The Duties Of The Corporate Debtor To Its Creditors, Robert C. Clark Jan 1977

The Duties Of The Corporate Debtor To Its Creditors, Robert C. Clark

Faculty Scholarship Series

Fraudulent conveyance law, equitable subordination doctrine,
dividend restraint statutes, and piercing the corporate veil traditionally
have been viewed as separate legal theories. Starting with
an analysis of the ideals behind fraudulent conveyance law, Professor
Clark develops the interrelations between these doctrines and explains
their existence as distinct bodies of law.


Competition And Corporate Law: A Dialogue - The Bangor Punta And Santa Fe Options, Jan Ginter Deutsch Jan 1977

Competition And Corporate Law: A Dialogue - The Bangor Punta And Santa Fe Options, Jan Ginter Deutsch

Faculty Scholarship Series

In this imaginary dialogue between the economist and the lawyer, both attempt to analyze the recent decisions of the U.S. Supreme Court, applying the norms of their respective disciplines, and seek to derive a principle that would assist in formulating a course of action for the future. To those brought up in the classic tradition of Anglo-American law, the para­ meters employed to reach a decision in these cases may not be entirely intelligible. However, the determination of the applicable principle in the milieu of the current shift of the frontiers of law needs not only ...


The Soundness Of Financial Intermediaries, Robert C. Clark Jan 1976

The Soundness Of Financial Intermediaries, Robert C. Clark

Faculty Scholarship Series

Like all corporations, financial intermediaries' are subject to a complex
system of legal regulation. Much of the regulation of ordinary
industrial corporations is directed at ensuring full disclosure of
relevant information to investors. Stockholders and other investors
may then choose whether to take certain risks. By contrast, the regulation
of financial intermediaries also limits the risks associated with
the investment itself. Some regulation is aimed at ensuring that the
intermediaries are "sound," i.e., not in danger of failure because of
illiquidity or insolvency. Other legal techniques are designed to cope
with failure and other unsound conditions when they do ...


Fair Shares In Corporate Mergers And Takeovers, Marvin A. Chirelstein, Victor Brudney Jan 1974

Fair Shares In Corporate Mergers And Takeovers, Marvin A. Chirelstein, Victor Brudney

Faculty Scholarship Series

Professors Brudney and Chirelstein urge a new approach to judicial
supervision of mergers between parent and subsidiary corporations.
They argue that a fair merger requires that gains generated
by the combination should be shared by the two corporations rather
than wholly absorbed by either, and they posit a sharing formula to
provide fair treatment to all parties to the merger. Rather than attempting
to intuit or deduce the result of an arm's-length bargain
that does not and cannot exist in the parent-subsidiary context, the
authors emphasize the joint obligation of management to the public
stockholders of both companies. The ...


Perlman V. Feldmann: A Case Study In Contemporary Corporate Legal History, Jan Ginter Deutsch Jan 1974

Perlman V. Feldmann: A Case Study In Contemporary Corporate Legal History, Jan Ginter Deutsch

Faculty Scholarship Series

When I was a law student, taking a course in introductory corporate law, what was heard around the halls was that most of corporate law would be learned if one understood Perlman v. Feldmann. I agree with that statement, and I have agreed more strongly each year I myself have taught introductory corporate law. Indeed, I now believe one would also learn a good deal about the significance of the corporation in American life during the past two decades. Unfortunately, however, it seems to me-on the basis of having read everything of which I was aware concerning one of the ...


Corporate Machinery For Hearing And Heeding New Voices: A Panel, Jan Ginter Deutsch Jan 1971

Corporate Machinery For Hearing And Heeding New Voices: A Panel, Jan Ginter Deutsch

Faculty Scholarship Series

MR. RICHARD J. FARRELL: First of all, as moderator of this panel, I am going to presume to respond on behalf of the panel in its entirety to your introductions, and remind them, after those rather generous references you have made, of the fellow who was basking in the warm reflected light of his introduction at an after-dinner speech, and, on the way home, turned to his wife and said, "Dear, you know, isn’t it striking that there are so few leaders in this business of ours!". And she said, "Yes, my dear-and there’s just one fewer than ...


The Shareholders's Appraisal Remedy: An Essay For Frank Coker, Bayless Manning Jan 1962

The Shareholders's Appraisal Remedy: An Essay For Frank Coker, Bayless Manning

Faculty Scholarship Series

A DEAN of my acquaintance is fond of saying that every law school course
should be a course in jurisprudence. No one ever put this precept into practice
more fully than Frank Coker.
Somehow, as our mutual colleague Leon Lipson once observed, Frank's
jurisprudence rode unusually close to the surface. Between his most specific
statement and the most general philosophic premises underlying the statement
there was a minimum of intermediate steps. And the few connecting links
required were made to seem simple, even apparent. Frank's mind was elegant,
in the sense that a great mathematical proof is elegant.


Corporate Power And Individual Freedom: Some General Analysis And Particular Reservations, Bayless Manning Jan 1960

Corporate Power And Individual Freedom: Some General Analysis And Particular Reservations, Bayless Manning

Faculty Scholarship Series

The political sociology of the business corporation hardly sounds
promising as a topic for popular, or even semi-popular, consumption.
But in the last few years, a stream of more or less
scholarly literature on the subject has caught the fancy of the
public in an astonishing way-some of it even rising to the dizzy
heights of paperbackdom. Not all these works are in full agreement,
nor are they identical in emphasis. They are close enough
together, however, to permit a composite to be drawn of their view
of the world of the big company and the individual.


Games Bargaining: A Proposed Application Of The Theory Of Games To Collective Bargaining, Layman E. Allen Jan 1956

Games Bargaining: A Proposed Application Of The Theory Of Games To Collective Bargaining, Layman E. Allen

Faculty Scholarship Series

COLLECTIVE bargaining may perhaps be called an art; it has not yet become
a science. But the approach of the sciences has brought to other fields dispassion; their methods have brought accuracy; their insights, illumination. And some of these benefits may be promised for collective bargaining by a new star in the firmament of the social sciences, the Theory of Games. A remarkable tool for the analysis of social behavior, the Theory of Games was conceived by
John von Neumann and Oskar Morgenstern ; and it has been adapted by John
Nash to bargaining situations. Upon the foundation that Nash has ...


Treaties And Executive Agreements A Reply, Edwin Borchard Jan 1945

Treaties And Executive Agreements A Reply, Edwin Borchard

Faculty Scholarship Series

The authors of the articles under reply, Messrs. McDougal and Lans, have, like McClure, essayed to show that the treaty and the executive agreement are interchangeable, and, since executive agreements are simpler to conclude, they advocate disregarding as obsolete the treaty-making power, requiring, as it does, the consent of two thirds of the Senate, and substituting for it the use of the executive agreement. In that demand they differ radically from the constitutional conclusions which the writer, as well as many other students of the subject, have reached. To give their proposal a more “democratic” tinge, the authors propose what ...


Trade Union Liability: The Problem Of The Unincorporated Corporation, T. Richard Witmer Jan 1941

Trade Union Liability: The Problem Of The Unincorporated Corporation, T. Richard Witmer

Faculty Scholarship Series

A COMMERCIAL world that does most of its thinking in terms typified
by the corporation and the partnership, the entity and the aggregate,
the named and the nameless, the 'state-created and the contractual, the
limitedly liable and the unlimitedly liable, the perpetual and the temporary
is likely to think strange the creatures that inhabit the noncommercial
universe. For these non-commercial associations have at
least some of the attributes of the corporation. In practice the trade
unions, for instance, frequently make use of a common seal.' In fact
they have as perpetual an existence and as perpetual a succession of
interests ...