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Articles 1 - 15 of 15
Full-Text Articles in Law
Concept Release On Harmonization Of Securities Offering Exemptions; File Number S7-08-19, Robert Anderson, Samantha J. Prince, John Neil Conkle, Sarah Zomaya
Concept Release On Harmonization Of Securities Offering Exemptions; File Number S7-08-19, Robert Anderson, Samantha J. Prince, John Neil Conkle, Sarah Zomaya
Faculty Scholarly Works
No abstract provided.
Propuesta Para La Mejora Y Modernización De La Legislación Societaria En Ecuador [Proposal For The Improvement And Modernization Of Corporate Law In Ecuador] In Spanish, Aurelio Gurrea-Martinez, Cesar Coronel Jones
Propuesta Para La Mejora Y Modernización De La Legislación Societaria En Ecuador [Proposal For The Improvement And Modernization Of Corporate Law In Ecuador] In Spanish, Aurelio Gurrea-Martinez, Cesar Coronel Jones
Research Collection Yong Pung How School Of Law
This paper seeks to provide some policy recommendations for the improvement and modernization of corporate law in Ecuador. These proposals have been based on the international literature and the particular features of Ecuador (that is, a country with many micro and small companies, state-owned enterprises, underdeveloped capital markets, unsophisticated courts, among other aspects). Secondly, since the legal, economic and institutional features of Ecuador can be found in other Latin American countries, this paper also seeks to be helpful to other countries in the region planning to reform their corporate laws. Finally, this paper seeks to contribute to the improvement and …
De Facto Shareholder Primacy, Jeff Schwartz
De Facto Shareholder Primacy, Jeff Schwartz
Utah Law Faculty Scholarship
For generations, scholars have debated the purpose of corporations. Should they maximize shareholder value or balance shareholder interests against the corporation’s broader social and economic impact? A longstanding and fundamental premise of this debate is that, ultimately, it is up to corporations to decide. But this understanding is obsolete. Securities law robs corporations of this choice. Once corporations go public, the securities laws effectively require that they maximize share price at the expense of all other goals. This Article is the first to identify the profound impact that the securities laws have on the purpose of public firms — a …
Board Governance For The Twenty-First Century, Faith Stevelman, Sarah C. Haan
Board Governance For The Twenty-First Century, Faith Stevelman, Sarah C. Haan
Scholarly Articles
A decade after the global financial crisis, corporate governance is in a state of flux. A conceptual shift is underway. Years ago, in "first wave" governance, boards had a cozy relationship with the company C-suite. In "second wave" governance, which took hold in the 1970s, legal academics reimagined the board's role, conceptualizing directors as monitors charged with limiting waste and abuse that can arise in agency relationships. Now, we find ourselves at the threshold of "third wave" governance, in which boards are asked to grapple immediately and candidly with both the financial aspects of business and new environmental, social, and …
Insulation By Separation: When Dual-Class Stock Met Corporate Spin-Offs, Young Ran Kim, Geeyoung Min
Insulation By Separation: When Dual-Class Stock Met Corporate Spin-Offs, Young Ran Kim, Geeyoung Min
Ira M. Millstein Center for Global Markets and Corporate Ownership
The recent rise of shareholder engagement has revamped companies’ corporate governance structures so as to empower shareholder rights and to constrain managerial opportunism. The general trend notwithstanding, this Article uncovers corporate spin-off transactions — which divide a single company into two or more companies — as a unique mechanism that insulates the management from shareholder intervention. In a spin-off, the company’s managers can fundamentally change the governance arrangements of the new spun-off company without being subject to monitoring mechanisms, such as shareholder approval or market check. Furthermore, most spin-off transactions enjoy tax benefits. The potential agency problems associated with the …
Who Is The Client? Rethinking Professional Responsibility For Benefit Corporations, Joseph Pileri
Who Is The Client? Rethinking Professional Responsibility For Benefit Corporations, Joseph Pileri
Articles in Law Reviews & Other Academic Journals
A growing social enterprise movement has led companies to increasingly opt into the benefit corporation form, and those companies are hiring lawyers. Benefit corporations challenge the notion that corporate law’s primary focus is on furthering shareholder interests. While many have written about the benefit corporation with respect to corporate fiduciary law, this Article is the first to explore the form’s ethical implications for lawyers. Ethical obligations necessarily reflect substantive law governing client organizations; changes to the corporate form presented by benefit corporation legislation should reverberate in legal ethics. The legal profession, however, has not addressed how to lawyer to a …
Disregarding The Salomon Principle: An Empirical Analysis, 1885–2014, Peter B. Oh, Alan J. Dignam
Disregarding The Salomon Principle: An Empirical Analysis, 1885–2014, Peter B. Oh, Alan J. Dignam
Articles
For over a century UK courts have struggled to negotiate a coherent approach to the circumstances in which the Salomon principle –that a corporation is a separate legal entity–will be disregarded. Empirical analysis can facilitate our understanding of this mercurial area of the law. Examining UK cases from 1885 to 2014, we created a final dataset of 213 cases coded for 15 different categories. Key findings confirm historical patterns of uncertainty and a low but overall fluctuating disregard rate, declining recently. Criminal/fraud/deception claims link strongly to disregard outcomes. Private law rates are low but tort claims have a higher disregard …
The Compliance Process, Veronica Root Martinez
The Compliance Process, Veronica Root Martinez
Journal Articles
Even as regulators and prosecutors proclaim the importance of effective compliance programs, failures persist. Organizations fail to ensure that they and their agents comply with legal and regulatory requirements, industry practices, and their own internal policies and norms. From the companies that provide our news, to the financial institutions that serve as our bankers, to the corporations that make our cars, compliance programs fail to prevent misconduct each and every day. The causes of these compliance failures are multifaceted and include general enforcement deficiencies, difficulties associated with overseeing compliance programs within complex organizations, and failures to establish a culture of …
Investing In Corporate Procedure, Jessica M. Erickson
Investing In Corporate Procedure, Jessica M. Erickson
Law Faculty Publications
Corporate litigation is in crisis. At the state level, shareholder lawsuits challenging mergers and other corporate decisions are ubiquitous but rarely end with meaningful relief for shareholders. At the federal level, securities class actions are rife with ethical challenges and low-value settlements. Over the last several decades, multiple groups — including judges, legislatures, and corporate boards — have tried to solve this problem, but all have come up short. This Article argues that the solution lies in rewriting the procedural rules that govern corporate lawsuits. New standing requirements would lead to better screening of these claims. Discovery limits and heightened …
Centros, California’S “Women On Boards” Statute And The Scope Of Regulatory Competition, Jill E. Fisch, Steven Davidoff Solomon
Centros, California’S “Women On Boards” Statute And The Scope Of Regulatory Competition, Jill E. Fisch, Steven Davidoff Solomon
All Faculty Scholarship
We examine the Centros decision through the lens of SB 826 – the California statute mandating a minimum number of women on boards. SB 826, like the Centros decision, raises questions about the scope of the internal affairs doctrine and its role in encouraging regulatory competition. Despite the claim that US corporate law is characterized by regulatory competition, in the US, the internal affairs doctrine has led to less variation in corporate law than in Europe. We theorize that this is due to the shareholder primacy norm in US corporate law which results in the internal affairs doctrine focusing on …
Explaining Choice-Of-Entity Decisions By Silicon Valley Start-Ups, Gregg Polsky
Explaining Choice-Of-Entity Decisions By Silicon Valley Start-Ups, Gregg Polsky
Scholarly Works
Perhaps the most fundamental role of a business tax advisor is to recommend the optimal entity choice for nascent business enterprises. Nevertheless, even in 2018, the choice-of-entity analysis remains highly muddled. Most tax practitioners across the United States consistently recommend flow-through entities, such as LLCs and S corporations, to their clients. In contrast, a discrete group of highly sophisticated tax professionals, those who advise start-ups in Silicon Valley and other hotbeds of start-up activity, prefer C corporations.
Prior commentary has described and tried to explain this paradox without finding an adequate explanation. These commentators have noted a host of superficially …
Do Conflicts Of Interest Require Outside Boards? Yes. Bsps? Maybe., Usha Rodrigues
Do Conflicts Of Interest Require Outside Boards? Yes. Bsps? Maybe., Usha Rodrigues
Scholarly Works
From the Symposium: Outsourcing the Board: How Board Service Providers Can Improve Corporate Governance
Boards of directors are curious creatures. The law generally requires corporations to have them—indeed, they are the focus of the corporate law we teach in Business Associations in U.S. law schools. The corporation is managed by directors or under their direction; directors hire and fire officers; directors are necessary for fundamental transactions.
But the reason why corporations have directors is not entirely clear. In the prototypical privately held corporation, the family firm, the same individuals serve both as directors and officers. The CEO (better known as …
The Corporate Purpose Of Social License, Hillary A. Sale
The Corporate Purpose Of Social License, Hillary A. Sale
Georgetown Law Faculty Publications and Other Works
This Article deploys the sociological theory of social license, or the acceptance of a business or organization by the relevant communities and stakeholders, in the context of the board of directors and corporate governance. Corporations are generally treated as “private” actors and thus are regulated by “private” corporate law. This construct allows for considerable latitude. Corporate actors are not, however, solely “private.” They are the beneficiaries of economic and political power, and the decisions they make have impacts that extend well beyond the boundaries of the entities they represent.
Using Wells Fargo and Uber as case studies, this Article explores …
Corporate Disobedience, Elizabeth Pollman
Corporate Disobedience, Elizabeth Pollman
All Faculty Scholarship
Corporate law has long taken a dim view of corporate lawbreaking. Corporations can be chartered only for lawful activity. Contemporary case law characterizes intentional violations of law as a breach of the fiduciary duties of good faith and loyalty. While recognizing that rule breaking raises significant social and moral concerns, this Article suggests that corporate law and academic debate have overlooked important aspects of corporate disobedience. This Article provides an overview of corporate disobedience and illuminates the role that it has played in entrepreneurship and legal change. Corporations violate laws for a variety of reasons, including as part of efforts …
Nonvoting Shares And Efficient Corporate Governance, Dorothy S. Lund
Nonvoting Shares And Efficient Corporate Governance, Dorothy S. Lund
Faculty Scholarship
A growing number of technology companies, including Google, Zillow, and Snap, have issued stock that does not allow investors to vote on corporate decisions. But there is fundamental disagreement among scholars and investors about whether nonvoting stock is beneficial or harmful. Critics argue that nonvoting shares perpetually insulate corporate insiders from influence and oversight, and therefore increase agency costs. By contrast, proponents contend that nonvoting shares may provide benefits that exceed these agency costs, such as enabling corporate insiders to pursue their long-term vision for the company without interference from outside shareholders.
This Article offers a novel perspective on this …