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- Public Lands Mineral Leasing: Issues and Directions (Summer Conference, June 10-11) (12)
- Faculty Scholarship (6)
- Strategies in Western Water Law and Policy: Courts, Coercion and Collaboration (Summer Conference, June 8-11) (4)
- Challenging Federal Ownership and Management: Public Lands and Public Benefits (October 11-13) (3)
- All Faculty Scholarship (2)
Articles 1 - 30 of 34
Full-Text Articles in Law
Accessory Disloyalty: Comparative Perspectives On Substantial Assistance To Fiduciary Breach, Deborah A. Demott
Accessory Disloyalty: Comparative Perspectives On Substantial Assistance To Fiduciary Breach, Deborah A. Demott
Faculty Scholarship
Culpable participation in a fiduciary's breach of duty is independently wrongful. Much about this contingent form of liability is open to dispute. In the United States, well-established general doctrine defines the elements requisite to establishing accessory liability, which is categorized as a tort and often referred to as "aiding-and abetting" liability. What's controversial is how the tort applies to particular categories of actors, most recently investment banks that advise boards of target companies in M&A transactions. In the United Kingdom, in contrast, accessory liability in connection with a breach of trust or fiduciary duty is controversial because the law is …
The Duty Of Corporate Directors To Tie Executive Compensation To The Long-Term Sustainability Of The Firm, Alberto Salazar, Muthana Mohamed
The Duty Of Corporate Directors To Tie Executive Compensation To The Long-Term Sustainability Of The Firm, Alberto Salazar, Muthana Mohamed
Osgoode Legal Studies Research Paper Series
Executive compensation is said to be for performance and, in liberal market economies, the board of directors along with compensation committees have largely been in charge of safeguarding pay for performance. This executive compensation system is legally protected by the business judgment rule (a strong judicial deference) and has recently been supplemented with shareholders’ ‘say on pay’. Further legal or government intervention has been deemed unnecessary. However, such system has resulted in extremely excessive executive compensation, outrageous pay disparities between executives and workers, poor or short-term performance, recurrent corporate failures and economic recession. This paper explores the need for a …
Stock-Market Law And The Accuracy Of Public Companies’ Stock Prices, Kevin S. Haeberle
Stock-Market Law And The Accuracy Of Public Companies’ Stock Prices, Kevin S. Haeberle
Faculty Publications
The social benefits of more accurate stock prices—that is, stock-market prices that more accurately reflect the future cash flows that companies are likely to produce—are well established. But it is also thought that market forces alone will lead to only a sub-optimal level of stock-price accuracy—a level that fails to obtain the maximum net social benefits, or wealth, that would result from a higher level. One of the principal aims of federal securities law has therefore been to increase the extent to which the stock prices of the most important companies in our economy (public companies) contain information about firms’ …
Corporate Governance And Social Welfare In The Common Law World, David A. Skeel Jr.
Corporate Governance And Social Welfare In The Common Law World, David A. Skeel Jr.
All Faculty Scholarship
The newest addition to the spate of recent theories of comparative corporate governance is Corporate Governance in the Common-Law World: The Political Foundations of Shareholder Power, an important new book by Christopher Bruner. Focusing on the U.S., the U.K., Canada and Australia, Bruner argues that the robustness of the country’s social welfare system is the key determinant of the extent to which its corporate governance is shareholder-centered. This explains why corporate governance is so shareholder-oriented in the United Kingdom, which has universal healthcare and generous unemployment benefits, while shareholders’ powers are more attenuated in the United States, with its …
Internal Compliance Officers In Jeopardy?, Deborah A. Demott
Internal Compliance Officers In Jeopardy?, Deborah A. Demott
Faculty Scholarship
No abstract provided.
The Crucial But (Potentially) Precarious Position Of The Chief Compliance Officer, Deborah A. Demott
The Crucial But (Potentially) Precarious Position Of The Chief Compliance Officer, Deborah A. Demott
Faculty Scholarship
This Article, written for a symposium on compliance issues in financial-services firms, focuses on the role of the chief compliance officer (“CCO”). Contrasting the position with that held by a firm’s general counsel or Chief Legal Officer (CLO), the article argues that a CCO’s position holds distinct challenges. Additionally, although internal compliance systems and personnel may be characterized as functional substitutes for external regulation, assessing the strengths and weaknesses of internal compliance requires a willingness to look deep within firms. The article argues that the law and regulation may enhance firms’ incentives to invest in effective internal compliance but may …
Corporate Governance: The Swedish Solution, George W. Dent
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 seems …
Bank Mergers In North America: Comparing The Approaches In The United States And Canada, Eric J. Gouvin
Bank Mergers In North America: Comparing The Approaches In The United States And Canada, Eric J. Gouvin
Faculty Scholarship
This Article provides a summary comparison of the processes in the United States and Canada for governmental approval of bank mergers. The topic came to prominence in 1998 when four of Canada's five largest banks unveiled plans that would have resulted in the Royal Bank of Canada merging with the Bank of Montreal and the Toronto Dominion Bank combining with the Canadian Imperial Bank of Commerce ("CIBC"). These proposed mergers were rejected by the then Finance Minister, Paul Martin. The reasons given included: (1) the resulting banking industry structure would have concentrated too much economic power in the hands of …
Conflicts In The Regulation Of Hostile Business Takeovers In The United State And The European Union, Barbara Ann White
Conflicts In The Regulation Of Hostile Business Takeovers In The United State And The European Union, Barbara Ann White
All Faculty Scholarship
This essay focuses on hostile business takeovers to illustrate the significance that cultural differences among nations can play in developing a harmonized European Union law. After 12 years of development, the EU Directive regulating hostile takeovers, to everyone’s surprise, was voted down in the EU Parliament in 2001. The EU Parliament consists of the member nations and the movement to defeat the Directive was led by Germany, which had just suffered a brutal hostile takeover of its largest company by British raiders.
The “harmonization” efforts within the EU (i.e., establishing uniform laws among the member nations) mirrors the federalism movement …
Should Shareholders Have A Greater Say Over Executive Pay??, Randall S. Thomas, Brian R. Cheffins
Should Shareholders Have A Greater Say Over Executive Pay??, Randall S. Thomas, Brian R. Cheffins
Vanderbilt Law School Faculty Publications
Executive pay arrangements in Britain's publicly quoted companies have been subjected to much criticism in recent years. Proposals that shareholders should have a greater direct say over managerial remuneration have been a by-product of the concerns expressed. Debate on this point, however, has been largely speculative. This is because there is little evidence available in the United Kingdom indicating how shareholders would exercise any new powers they might be given. This paper addresses the evidentiary gap by drawing upon the experience in the United States, where empirical work indicates that shareholder voting only operates as a potential check when pay …
Regionalized Water Management: An Evolving Hydrocommons?, Gary D. Weatherford
Regionalized Water Management: An Evolving Hydrocommons?, Gary D. Weatherford
Water and Growth in the West (Summer Conference, June 7-9)
26 pages.
Contains footnotes and 8 pages of references.
Nebraska V. Wyoming: The End Or Collaboration?, Wendy Weiss, James Montgomery
Nebraska V. Wyoming: The End Or Collaboration?, Wendy Weiss, James Montgomery
Strategies in Western Water Law and Policy: Courts, Coercion and Collaboration (Summer Conference, June 8-11)
13 pages.
Contains footnotes.
Federal Water Rights In The Snake River Basin Adjudication, Michael A. Gheleta
Federal Water Rights In The Snake River Basin Adjudication, Michael A. Gheleta
Strategies in Western Water Law and Policy: Courts, Coercion and Collaboration (Summer Conference, June 8-11)
34 pages (includes maps).
The Esa: Oil And Water?, Joseph L. Sax
The Esa: Oil And Water?, Joseph L. Sax
Strategies in Western Water Law and Policy: Courts, Coercion and Collaboration (Summer Conference, June 8-11)
4 pages.
Basin-Wide Adjudications In The West: What Works, What Doesn’T?, Ramsey L. Kropf
Basin-Wide Adjudications In The West: What Works, What Doesn’T?, Ramsey L. Kropf
Strategies in Western Water Law and Policy: Courts, Coercion and Collaboration (Summer Conference, June 8-11)
18 pages.
Contains 2 pages of references.
State Primacy, Federal Consistency Or Federal-State Consensus: Can Cooperative Federalism Models From Other Laws Save The Public Lands?, Hope M. Babcock
State Primacy, Federal Consistency Or Federal-State Consensus: Can Cooperative Federalism Models From Other Laws Save The Public Lands?, Hope M. Babcock
Challenging Federal Ownership and Management: Public Lands and Public Benefits (October 11-13)
18 pages.
Contains references.
Charging Public Land Users For Recreational Uses, Chip Dennerlein
Charging Public Land Users For Recreational Uses, Chip Dennerlein
Challenging Federal Ownership and Management: Public Lands and Public Benefits (October 11-13)
11 pages.
The Benefits Of Professional Public Land Management, Elizabeth Estill
The Benefits Of Professional Public Land Management, Elizabeth Estill
Challenging Federal Ownership and Management: Public Lands and Public Benefits (October 11-13)
13 pages (includes illustration).
Contains references.
International Arbitration And Procedures To Enforce Awards In The Relationship Between The United States And Germany, Michael Kronenburg
International Arbitration And Procedures To Enforce Awards In The Relationship Between The United States And Germany, Michael Kronenburg
LLM Theses and Essays
Arbitration has long been regarded as a process that combines finality of decision with speed, low expense, and flexibility in solving problems. For these reasons, arbitration is often favored over litigation for dispute resolution. Particularly in international cases, a businessman may avoid litigation in a foreign country for various reasons: he may be unfamiliar with the proceedings; he may be afraid to find a “forum hostile” because of the different legal and cultural background of the judges; and he may wish to avoid the uncertainty concerning the law arising from the contract. Arbitration proceedings have been held constitutional by the …
The Corporate Officer's Independent Duty As A Tonic For The Anemic Law Of Executive Compensation, Douglas C. Michael
The Corporate Officer's Independent Duty As A Tonic For The Anemic Law Of Executive Compensation, Douglas C. Michael
Law Faculty Scholarly Articles
History repeats itself in the law as in other arenas. In the law of executive compensation, such a repetition may be imminent. Ever since the advent of the large industrial corporation in the United States, there has been periodic outrage at payments made to its top executives. This repetition suggests that the law has failed to keep pace with the observed problems. Part I of this Article describes the current and historic uproar over executive compensation in large corporations in the United States. Part II provides the economic background of the process of negotiating executive compensation. Part III analyzes the …
Corporate Risk Management And Risk Communication In The European Community And The United States, Michael S. Baram
Corporate Risk Management And Risk Communication In The European Community And The United States, Michael S. Baram
Faculty Scholarship
The responsibility of private firms to communicate hazard and risk information to government officials and persons at risk has emerged as one of the central features of corporate risk management in the European Community ("E.C.") and the United States ("U.S."). This function is commonly described as "risk communication."' In both the E.C. and the U.S., new legal requirements and public attitudes now promote corporate disclosure of hazard and risk information on an unprecedented scale.
Corporate risk management is a vast, complex field of activity that is largely unaddressed by commentators and unknown to the general public in both industrial societies. …
Risk Communication Law And Implementation Issues In The United States And European Community, Michael S. Baram
Risk Communication Law And Implementation Issues In The United States And European Community, Michael S. Baram
Faculty Scholarship
Risk communication has become an important element of public policy in the United States and the European Community (E.C.) for reducing technological risks to workers, product users and community residents. The risk communication process involves disclosure by an industrial firm (or other party) of information about the hazardous attributes of its activity or product to a regulatory agency or to persons who may be at risk, thereby facilitating a shared understanding of the risk and enabling interpretation of various risk prevention and response measures.
There are two general patterns of risk communication. One involves industrial disclosure to a government agency, …
Diligence Requirements Under The Federal Coal Leasing Amendments Act Of 1975, Gail L. Wurtzler
Diligence Requirements Under The Federal Coal Leasing Amendments Act Of 1975, Gail L. Wurtzler
Public Lands Mineral Leasing: Issues and Directions (Summer Conference, June 10-11)
51 pages.
Contains references.
Readjustment Of Federal Coal Leases, Marilyn S. Kite
Readjustment Of Federal Coal Leases, Marilyn S. Kite
Public Lands Mineral Leasing: Issues and Directions (Summer Conference, June 10-11)
19 pages.
Contains references.
Leases For Other Minerals: Recent Developments, Thomas F. Cope
Leases For Other Minerals: Recent Developments, Thomas F. Cope
Public Lands Mineral Leasing: Issues and Directions (Summer Conference, June 10-11)
14 pages.
Contains references.
The Federal Coal Leasing Program, John Latz
The Federal Coal Leasing Program, John Latz
Public Lands Mineral Leasing: Issues and Directions (Summer Conference, June 10-11)
22 pages (includes 1 illustration and 1 map).
Contains 3 pages of references.
Getting The Coal Leasing Program Back On Track: The Linowes Commission And Beyond, Sandra L. Blackstone
Getting The Coal Leasing Program Back On Track: The Linowes Commission And Beyond, Sandra L. Blackstone
Public Lands Mineral Leasing: Issues and Directions (Summer Conference, June 10-11)
37 pages.
Contains 2 pages of references.
State And Local Regulation Affecting Public Lands Mineral Lease Activities: What Are The Limits?, Lawrence J. Macdonnell
State And Local Regulation Affecting Public Lands Mineral Lease Activities: What Are The Limits?, Lawrence J. Macdonnell
Public Lands Mineral Leasing: Issues and Directions (Summer Conference, June 10-11)
27 pages.
Contains references.
Environmental Considerations In Public Lands Mineral Leasing And Development I, Karin P. Sheldon
Environmental Considerations In Public Lands Mineral Leasing And Development I, Karin P. Sheldon
Public Lands Mineral Leasing: Issues and Directions (Summer Conference, June 10-11)
18 pages.
Contains 2 pages of references.
Current Developments In Public Lands Administration, Lawrence G. Mcbride
Current Developments In Public Lands Administration, Lawrence G. Mcbride
Public Lands Mineral Leasing: Issues and Directions (Summer Conference, June 10-11)
24 pages.