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Articles 1 - 14 of 14
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 …
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 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.
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.
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 …
Why Ownership Matters? Entrepreneurship And The Restructuring Of Enterprises In Central Europe, Roman Frydman, Marek P. Hessel, Andrzej Rapaczynski
Why Ownership Matters? Entrepreneurship And The Restructuring Of Enterprises In Central Europe, Roman Frydman, Marek P. Hessel, Andrzej Rapaczynski
Faculty Scholarship
This paper, based on a study of mid-sized firms in the Czech Republic, Hungary, and Poland, seeks to explain the reasons behind the marked impact of ownership on firm performance which has been observed in a number of studies in Eastern Europe and other parts of the world. Focusing in particular on the differential impact of ownership on revenue and cost performance, the paper argues that privatized firms controlled by outside investors are more entrepreneurial than those controlled by corporate insiders or the state. The paper provides evidence that all state and privatized firms in transition economies engage in similar …
Controlling Corporate Agency Costs: A United States-Israeli Comparative Law, Zohar Goshen
Controlling Corporate Agency Costs: A United States-Israeli Comparative Law, Zohar Goshen
Faculty Scholarship
The "Corporation" assumes a central position in modem economic life. This is due mainly to the fact that major portions of our economic activities are performed by corporations. Numerous authors have pondered the essence of the corporate phenomenon, proposing various theories for the uniqueness of the corporation as opposed to other possible structures for operating a business. The main line of analysis focuses on the central characteristic of the modem corporation: the separation of ownership and control. Managing a business through the means of a corporation allows one to exploit the advantages of specialization. On one hand, shareholders benefit from …
Turning Servile Opportunities To Gold: A Strategic Analysis Of The Corporate Opportunities Doctrine, Eric L. Talley
Turning Servile Opportunities To Gold: A Strategic Analysis Of The Corporate Opportunities Doctrine, Eric L. Talley
Faculty Scholarship
Perhaps no single motif permeates corporate law and governance literature like the problem of agency costs. Though modest in concept, the canonical principal-agent framework yields fundamental insights into virtually every economic relationship involving the firm. These insights, in turn, not only animate prevailing positive accounts of the modern corporation, but they also provide a normative basis for regulating the oft-lamented gulf between ownership and control.
Despite their pervasiveness, problems of agency costs are rarely more vexing than when an agent is also a potential competitor. A notable example of such a scenario occurs when a corporate manager acquires information about …
Individual Responsibility For The Investment Of Retirement Savings: A Cautionary View, Jeffrey N. Gordon
Individual Responsibility For The Investment Of Retirement Savings: A Cautionary View, Jeffrey N. Gordon
Faculty Scholarship
These papers, including ones presented earlier this morning, raise questions about an adequate regime of consumer protection in an era in which responsibility for retirement savings and investment decisionmaking is being devolved, increasingly, to individuals. This shift to individual responsibility has also characterized many Social Security reform proposals, previously a bedrock system of publicly determined benefit levels. I find this devolution troubling; I think it is odd for individuals to have this responsibility. Individuals are not good risk bearers of market volatility, both in a financial sense and in a psychological sense. The consequence is that unless individuals are locked …
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 …
We're All Capitalist Now: The Importance, Nature, Provision And Regulation Of Investor Education, James A. Fanto
We're All Capitalist Now: The Importance, Nature, Provision And Regulation Of Investor Education, James A. Fanto
Faculty Scholarship
No abstract provided.