Open Access. Powered by Scholars. Published by Universities.®
- Institution
-
- Columbia Law School (6)
- William & Mary Law School (6)
- Brooklyn Law School (5)
- Cornell University Law School (4)
- University of Colorado Law School (3)
-
- University of Georgia School of Law (3)
- Brigham Young University Law School (2)
- The Catholic University of America, Columbus School of Law (2)
- University of Pennsylvania Carey Law School (2)
- American University Washington College of Law (1)
- Cleveland State University (1)
- Florida International University College of Law (1)
- Maurer School of Law: Indiana University (1)
- New York Law School (1)
- UC Law SF (1)
- University of Kentucky (1)
- University of Maryland Francis King Carey School of Law (1)
- University of Michigan Law School (1)
- Vanderbilt University Law School (1)
- Washington and Lee University School of Law (1)
- Wayne State University (1)
- Keyword
-
- Columbia Business Law Review (2)
- Corporate governance (2)
- Empirical legal studies (2)
- Tax Planning (2)
- "fraud on the source" misappropriation theory (1)
-
- ACTWU (1)
- Acquisition (1)
- Adaptive efficiency (1)
- Agency problem (1)
- Albertson's (1)
- Amalgamated Clothing and Textile Workers Union (1)
- Amendments (1)
- Anti-business jury bias (1)
- Assets (1)
- Blue sky laws (1)
- Board of directors (1)
- Board-size effect (1)
- Brooklyn Law Review (1)
- Business Enterprises (1)
- Business entities (1)
- Business management (1)
- CISG (1)
- COUNTERVAILING MEASURES (1)
- Capital (1)
- Capital formation (1)
- Capital market (1)
- Cardozo Journal of International and Comparative Law (1)
- Civil Trial Court Network Project (1)
- Civil juries (1)
- Class actions (1)
- Publication
-
- Faculty Scholarship (14)
- Cornell Law Faculty Publications (4)
- LLM Theses and Essays (3)
- Publications (3)
- Scholarly Articles (3)
-
- William & Mary Annual Tax Conference (3)
- All Faculty Scholarship (2)
- Faculty Publications (2)
- Popular Media (2)
- Articles (1)
- Articles by Maurer Faculty (1)
- Articles in Law Reviews & Other Academic Journals (1)
- Law Faculty Articles and Essays (1)
- Law Faculty Research Publications (1)
- Law Faculty Scholarly Articles (1)
- Other Publications (1)
- Speeches (1)
- Vanderbilt Law School Faculty Publications (1)
Articles 1 - 30 of 45
Full-Text Articles in Law
The Shareholder Primacy Norm, D. Gordon Smith
The Shareholder Primacy Norm, D. Gordon Smith
Faculty Scholarship
Corporate directors have a fiduciary duty to make decisions in the best interests of the shareholders. This aspect of fiduciary duty is often called the shareholder primacy norm. Legal scholars generally assume that the shareholder primacy norm is a major factor considered by boards of directors of publicly traded corporations in making ordinary business decisions and that changing the shareholder primacy norm would have an effect on the substance of those decisions. This Article challenges this view and argues that the shareholder primacy norm was never equipped to mediate conflicts between shareholders and nonshareholder constituencies of a corporation. The origins …
Impact Of Sales And Use Taxes On Corporate Transactions, Peter L. Faber
Impact Of Sales And Use Taxes On Corporate Transactions, Peter L. Faber
William & Mary Annual Tax Conference
No abstract provided.
Pass-Through Entity Update, Richard B. Robinson
Pass-Through Entity Update, Richard B. Robinson
William & Mary Annual Tax Conference
No abstract provided.
S Corporations, Bryan P. Collins
S Corporations, Bryan P. Collins
William & Mary Annual Tax Conference
No abstract provided.
Venture Capital Contracting In The Information Age, D. Gordon Smith
Venture Capital Contracting In The Information Age, D. Gordon Smith
Faculty Scholarship
Most venture capitalists provide services to their portfolio companies beyond capital investment. Although these services form an important part of the bargain between the venture capitalists and the entrepreneur, they are rarely specified or even capable of specification in venture capital contracts. This article examines the moral hazard and adverse selection problems facing entrepreneurs who hire venture capitalists to provide value-added services and describes the role of the market for venture capitalist reputation in addressing those problems. Further, the Article speculates about whether advances in information technology - specifically, the World Wide Web - are likely to improve the efficiency …
The Search For Global Standards, Jayne W. Barnard
The Hampel Committee Report: A Transatlantic Critique, Jayne W. Barnard
The Hampel Committee Report: A Transatlantic Critique, Jayne W. Barnard
Popular Media
To an American observer, the activities of the Cadbury, Greenbury and Hampel Committees are impressive, if only because so few lawyers seem to be involved. Unlike the US, where improvements in corporate governance can usually be traced to legislation or litigation, British efforts at self-governance offer an attractive, alternative model. The Hampel Report is disappointing, however, in three respects: the report lacks concrete models; its reliance on the AGM as a mechanism of reform is misplaced; and its failure to recognize internal monitoring programs as an essential element of good corporate governance is shortsighted.
Larger Board Size And Decreasing Firm Value In Small Firms, Theodore Eisenberg, Stefan Sundgren, Martin T. Wells
Larger Board Size And Decreasing Firm Value In Small Firms, Theodore Eisenberg, Stefan Sundgren, Martin T. Wells
Cornell Law Faculty Publications
Several studies hypothesize a relation between board size and financial performance. Empirical tests of the relation exist in only a few studies of large U.S. firms. We find a significant negative correlation between board size and profitability in a sample of small and midsize Finnish firms. Finding a board-size effect for a new and different class of firms affects the range of explanations for the board-size effect.
Eulogy For Jerome W. Van Gorkom, James J. O'Connor
Eulogy For Jerome W. Van Gorkom, James J. O'Connor
Speeches
The eulogy for Jerome Van Gorkom given by his friend James O'Connor, former CEO of Exelon and a lawyer.
Jerome W. Van Gorkom was, among other things, the U.S. Under Secretary of State for Management from 1982-1983 and the Chief Executive Officer of TransUnion from 1962-1980. He also was a defendant in one of the best known cases on the fiduciary duty of care in the corporate context; the case cite is Smith v. Van Gorkom, 488 A.2d 858 (Del. 1985).
Inherent Powers In The Crucible Of Lawyer Self-Protection: Reflections On The Llp Campaign, Charles W. Wolfram
Inherent Powers In The Crucible Of Lawyer Self-Protection: Reflections On The Llp Campaign, Charles W. Wolfram
Cornell Law Faculty Publications
The Impact Of Nsmia On Small Issuers, Rutheford B. Campbell Jr.
The Impact Of Nsmia On Small Issuers, Rutheford B. Campbell Jr.
Law Faculty Scholarly Articles
Small businesses may account for 40% of the business activities in this country, but capital formation rules always have discriminated against small businesses and imposed rules that make it unreasonably difficult for small companies to exploit external sources of capital. NSMIA, through its broad statutory delegation to the SEC of the right to expand the preemption of state blue sky laws, provides a unique opportunity for the Commission to deliver much-needed and much-deserved help to small issuers engaged in capital formation and to finally break the hegemonic hold states have over the rules governing capital formation by small businesses. Society …
Realigning Corporate Governance: Shareholder Activism By Labor Unions, Stewart J. Schwab, Randall S. Thomas
Realigning Corporate Governance: Shareholder Activism By Labor Unions, Stewart J. Schwab, Randall S. Thomas
Cornell Law Faculty Publications
No abstract provided.
The Role Of Corporate Law In French Corporate Governance, James A. Fanto
The Role Of Corporate Law In French Corporate Governance, James A. Fanto
Faculty Scholarship
No abstract provided.
Investor Education, Securities Disclosure, And The Creation And Enforcement Of Corporate Governance And Firm Norms, James A. Fanto
Investor Education, Securities Disclosure, And The Creation And Enforcement Of Corporate Governance And Firm Norms, James A. Fanto
Faculty Scholarship
No abstract provided.
Toward A Practical Estate-Tax Exclusion For Family-Run Businesses: Analysis Of Section 2033a And Proposal For Reform, Eric D. Chason, Robert T. Danforth
Toward A Practical Estate-Tax Exclusion For Family-Run Businesses: Analysis Of Section 2033a And Proposal For Reform, Eric D. Chason, Robert T. Danforth
Faculty Publications
In a previous work appearing in this Journal, the authors proposed an approach to estate and gift taxation that encourages productive behavior by the recipients of wealth. In this Article, the authors analyze, in the context of their earlier work, the new estate-tax exclusion for closely held businesses (section 2033A) created by the Taxpayer Relief Act of 1997. The authors describe the features of a practical family-run business exclusion and conclude that section 2033A, in its present form, fails as a practical exclusion. The authors catalogue those elements of section 2033A that should be retained and propose reforms of those …
Path Dependent Inefficiency In The Corporate Contract: The Uncertain Case With Less Certain Implications, Frederick Lambert
Path Dependent Inefficiency In The Corporate Contract: The Uncertain Case With Less Certain Implications, Frederick Lambert
Faculty Scholarship
No abstract provided.
The Role Of Corporate Law In The Adaptation Of French Enterprise, James A. Fanto
The Role Of Corporate Law In The Adaptation Of French Enterprise, James A. Fanto
Faculty Scholarship
No abstract provided.
The Role Of Corporate Law In French Corporate Governance, James A. Fanto
The Role Of Corporate Law In French Corporate Governance, James A. Fanto
Faculty Scholarship
No abstract provided.
Domestic Subsidies Under The Wto Agreement On Subsidies And Countervailing Measures And Their Treatment In Section 771 Of The Tariff Act Of 1930, Cecil Carl-Erich Kramer
Domestic Subsidies Under The Wto Agreement On Subsidies And Countervailing Measures And Their Treatment In Section 771 Of The Tariff Act Of 1930, Cecil Carl-Erich Kramer
LLM Theses and Essays
Governments provide subsidies for a variety of reasons and they are an important tool "to promote important objectives of national policy. The Organization for Economic Co-operation and Development (OECD) is comprised of industrialized countries, all of which are Members of the OECD Convention also have shown a steady rise in the provision of subsidies. The policy behind the fact that subsidies are addressed in international agreements is that they create a distortion in international trade and that they can quickly and destructively spread from nation to nation. They create a disparity between the actual costs incurred in producing a particular …
The Interpretation Of The Remedial Provisions Of The Cisg, Evelina Wilhelmina Innocentia Visser
The Interpretation Of The Remedial Provisions Of The Cisg, Evelina Wilhelmina Innocentia Visser
LLM Theses and Essays
The drafting process of the most successful international uniform law of the last decades, the 1980 United Nations Convention on the International Sale of Goods (CISG) reflected that in order to become a set of "well-balanced subsidiary rules," international uniform must be drafted and implemented carefully. It is essential that an international uniform law is adapted to diverse cultures. The different needs and demands of the varied socio-economic systems and legal structures, perceptions, procedures, and cultures of the distinct legal systems of this world are a main and omnipresent consideration and must be capable of absorbing the unified law. Either …
Debt Instruments' Tax Treatment In Corporate Mergers And Acquisitions, Tae Oon Jang
Debt Instruments' Tax Treatment In Corporate Mergers And Acquisitions, Tae Oon Jang
LLM Theses and Essays
The increase of merger and acquisition(M&A) activity since 1992 has resulted mainly from a domestic economic recovery. The current M&A trend shows that M&A is still an important means of enhancing many corporations' competitive power and of stimulating growth in such areas as computer software and services, wholesale and distribution, miscellaneous services, banking and finance, and leisure and entertainment. Fundraising for mezzanine-fund financing, which reflects investors' foresight about current and future M&A trends, has also seen rapid growth. After the Tax Reform Act of 1986 and the repeal of the General Utilities doctrine, the elimination of the capital gain preference …
The Illusions And Realities Of Jurors' Treatment Of Corporate Defendants, Valerie P. Hans
The Illusions And Realities Of Jurors' Treatment Of Corporate Defendants, Valerie P. Hans
Cornell Law Faculty Publications
Business leaders have voiced the opinion that they are often victimized by civil juries, who rule against them more on the basis of deep-seated hostility to business than on the grounds of actual negligence. Claims that the jury engages in undeservedly negative treatment of the business corporation have been central to heated debate over the role of the jury and its place in an alleged litigation crisis, which in turn has fueled tort reform efforts across the nation. This Article contrasts the illusions and realities of jurors' treatment of corporate defendants in civil litigation.
In this Article, I argue that …
Integrating Alternative Dispute Resolution Into The Bankruptcy Curriculum, Peter C. Alexander, Peter N. Kutulakis, Robert M. Ackerman
Integrating Alternative Dispute Resolution Into The Bankruptcy Curriculum, Peter C. Alexander, Peter N. Kutulakis, Robert M. Ackerman
Law Faculty Research Publications
No abstract provided.
Default Rules, Wealth Distribution, And Corporate Law Reform: Employment At Will Versus Job Security, David K. Millon
Default Rules, Wealth Distribution, And Corporate Law Reform: Employment At Will Versus Job Security, David K. Millon
Scholarly Articles
None available.
What’S Good For General Motors: Corporate Speech And The Theory Of Free Expression, Howard M. Wasserman
What’S Good For General Motors: Corporate Speech And The Theory Of Free Expression, Howard M. Wasserman
Faculty Publications
No abstract provided.
A Contractarian Defense Of Corporate Philanthropy, Margaret M. Blair
A Contractarian Defense Of Corporate Philanthropy, Margaret M. Blair
Vanderbilt Law School Faculty Publications
Statutory and case law make it clear that corporate officers and directors have very wide discretion to direct reasonable amounts of corporate resources toward artistic, educational, and humanitarian causes, even if those causes have only a remote connection (or no obvious connection at all) to the business goals and profitability of the firm. This stance of the law has been defended primarily by reference to an "entity" theory of the firm. By contrast, contractarian legal scholars, who view the corporation in terms of a principal-agent model, with shareholders as principles, and officers and directors as their agents, have argued that …
Reflections In A Distant Mirror: Japanese Corporate Governance Through American Eyes, Ronald J. Gilson
Reflections In A Distant Mirror: Japanese Corporate Governance Through American Eyes, Ronald J. Gilson
Faculty Scholarship
For the last ten years, Japanese corporate governance has served as a distant mirror in whose reflection American academics could better see the attributes of their own system. As scholars came to recognize that the institutional characteristics of the American and Japanese systems were politically and historically contingent, other countries' approaches became serious objects of study, rather than just way stations on the road to convergence. One learned about one's own system from the choices made by others.
As it came to be conceived, the Japanese corporation of the 1980s represented quite a different method of organizing production. Styled the …
Deutsche Telekom, German Corporate Governance, And The Transition Costs Of Capitalism, Jeffrey N. Gordon
Deutsche Telekom, German Corporate Governance, And The Transition Costs Of Capitalism, Jeffrey N. Gordon
Faculty Scholarship
In November 1996, Deutsche Telekom AG, the government-owned German telephone company, sold common stock representing approximately 25 percent of the company in a global stock offering that raised approximately DM 20 billion ($13 billion), the largest equity offering ever in Europe. In selling off this equity stake, the German government (i.e., the Federal Republic) had a number of motives. First, the sale was an important step in converting a government-run telephone monopoly into a nimble competitor in the emerging European and world telecommunications market. In anticipation of a fully competitive European telecommunications regime in 1998, Deutsche Telekom ("DT") had been …
The Legal Architecture Of Virtual Stores, Walter Effross
The Legal Architecture Of Virtual Stores, Walter Effross
Articles in Law Reviews & Other Academic Journals
INTRODUCTION: A major "selling point" of the World Wide Web is its ability to offer a "virtual storefront" to anyone, from an individual to a multinational corporation, with a product to market. Commercially available software packages enable even those computer users who are not versed in the intricacies of programming to create customized Web sites quickly, and at a relatively low cost. The swift development of this technology and a cultural shift towards encouraging on-line commerce have led to dramatic growth in the demographics and dollar amounts of the on-line marketplace, which in turn offers a challenging new context for …
Disclosure And Corporate Morality: Beginning A Dialogue, David A. Lipton
Disclosure And Corporate Morality: Beginning A Dialogue, David A. Lipton
Scholarly Articles
No abstract provided.