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Full-Text Articles in Law
Venture Capital, Agency Costs, And The False Dichotomy Of The Corporation, Robert P. Bartlett
Venture Capital, Agency Costs, And The False Dichotomy Of The Corporation, Robert P. Bartlett
Scholarly Works
An implicit dichotomy of the corporation exists in legal scholarship. On one side of the dichotomy rests the publicly held corporation suffering from a significant conflict of interest between its managers and dispersed shareholders; on the other side, the closely held corporation plagued by intershareholder conflict. This Article argues that understanding the agency problems that can exist within a firm demands a rejection of this traditional dichotomy and the theories of the firm built upon it. Using venture capital (VC) finance, this Article demonstrates how this dichotomy obscures how all firms -- public and private -- often face the same …
The Seductive Comparison Of Shareholder And Civic Democracy, Usha Rodrigues
The Seductive Comparison Of Shareholder And Civic Democracy, Usha Rodrigues
Scholarly Works
This Comment takes the common comparison of shareholder democracy and political democracy in a new direction by exploring the parallels between the board of directors and the Electoral College, examining both institutions in light of the differences between nation and corporation and their contrasting histories. Both are "once removed" representative democracies, because both systems only give the voters the right to vote for representatives who then select those who actually govern. The Comment next considers, with a critical eye, the underlying premise that shareholder and civic democracies can be compared at all, given the radically different nature of the corporate …
The Entrepreneur And The Theory Of The Modern Corporation, Charles R.T. O'Kelley
The Entrepreneur And The Theory Of The Modern Corporation, Charles R.T. O'Kelley
Scholarly Works
The foremost description of the classic entrepreneur, immediately prior to the Great Depression and now, was presented by Frank Knight in his seminal work, RISK, UNCERTAINTY, AND PROFIT. In this Article, I will explicate Knight's theory of the entrepreneur and show how it relates to both the Berle-Means Paradigm and the nexus-of-contracts theory of the corporation. My effort here is in part intellectual history and in part the tentative beginnings of a new positive account of the corporation. In the latter regard, this Article takes only the first step in what may prove a quite exhaustive effort to re-plow the …
Shareholders' Agreements In Close Corporations And Their Enforcement, Ricardo Molano Leon
Shareholders' Agreements In Close Corporations And Their Enforcement, Ricardo Molano Leon
LLM Theses and Essays
Shareholders’ Agreements are contractual devices to manage tensions among shareholders of a corporation. These agreements have a wide scope related to shareholders’ interest. Nevertheless, before subscribing a shareholder agreement is important to determine the requirements to make it enforceable. This issue has been addressed in the last twenty years by state corporate statutes following the Model Business Corporation Act and the Delaware General Corporation Law and in different court decisions. Today, shareholders’ agreements will be enforced according to the terms defined by the parties unless the agreement injures non-participating shareholders, third parties or is against public policy.
Cuno And Congress: An Analysis Of Proposed Federal Legislation Authorizing State Economic Development Incentives, Walter Hellerstein
Cuno And Congress: An Analysis Of Proposed Federal Legislation Authorizing State Economic Development Incentives, Walter Hellerstein
Scholarly Works
If anything is clear about Cuno and the controversy the opinion has spawned, it is that Congress has the last word on the matter. Whether Congress will speak to the issues Cuno has raised is currently an open question, although in one narrow respect Congress already has. Broader legislation, however, has been introduced into Congress as the "Economic Development Act of 2005," and debate over the efficacy and wisdom of this proposal is as intense as the debate over the defensibility of Cuno itself. My purpose here is not to join that debate, although I am already on record as …
Women In Corporate Law Teaching: A Tale Of Two Generations, Margaret V. Sachs
Women In Corporate Law Teaching: A Tale Of Two Generations, Margaret V. Sachs
Scholarly Works
This Article is divided into three parts. Part I focuses on [Margaret Harris] Amsler and Part II addresses the second generation. Part III explores a question that was prompted by the second generation and that goes to the heart of this Symposium: Do women corporations professors damage their standing in the academic community by examining the interface between corporate law and gender?