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Articles 1 - 11 of 11
Full-Text Articles in Law
Origins Of The Asymmetric Society: Freedom Of Incorporation In The Early United States And Canada, Jason Kaufman
Origins Of The Asymmetric Society: Freedom Of Incorporation In The Early United States And Canada, Jason Kaufman
Studio for Law and Culture
This article explores the origins of a phenomenon of lasting and profound impact on American society: the private business corporation. Business is only part of our concern here, however. Seen in comparative-historical terms, the modern private corporation was born in colonial (i.e. pre-Revolutionary) America. Surprisingly, this occurred not only because of the business needs of colonial Americans but also as a result of their own struggles for political autonomy. More specifically, the post-Revolutionary doctrine of freedom of incorporation first emerged in states that were originally chartered as private corporations. These “corporate colonies’” experienced repeated conflict with the Crown over their …
An Introduction To The Governance And Taxation Of Not-For-Profit Organizations, Patrick Bolton, Hamid Mehran
An Introduction To The Governance And Taxation Of Not-For-Profit Organizations, Patrick Bolton, Hamid Mehran
Center for Contract and Economic Organization
This paper provides a brief overview of the current state of the not-for-profit sector and discusses specific governance issues in not-for-profit organizations. We offer an in-depth analysis of the issues that arise when not-for-profit organizations compete against for-profit firms in the same markets. We argue that while competition by for-profit firms can discipline not-for-profit firms and mitigate their governance problems, the effects of this competition are distorted by the not-for-profits’ corporate income tax exemptions. Based on a simple general equilibrium analysis, we argue that there is little justification for such exemptions.
Controlling Shareholders And Corporate Governance: Complicating The Comparative Taxonomy, Ronald J. Gilson
Controlling Shareholders And Corporate Governance: Complicating The Comparative Taxonomy, Ronald J. Gilson
Faculty Scholarship
Corporate governance scholarship has shifted focus in recent years from hostile takeovers, which occur primarily in the widely held shareholder systems of the United States and the United Kingdom, to the comparative merits of the "controlling shareholder" systems that are the norm most everywhere else in the world. In this emerging debate, the simple dichotomy between controlling shareholder systems and widely held shareholder systems that has largely dominated the discourse is too coarse to allow a deeper understanding of the diversity of ownership structures in different national capital markets and their policy implications. In this Article, Professor Ronald Gilson seeks …
Remapping The Charitable Deduction, David Pozen
Remapping The Charitable Deduction, David Pozen
Faculty Scholarship
If charity begins at home, scholarship on the charitable deduction has stayed at home. In the vast legal literature, few authors have engaged the distinction between charitable contributions that are meant to be used within the United States and charitable contributions that are meant to be used abroad. Yet these two types of contributions are treated very differently in the Code and raise very different policy issues. As Americans' giving patterns and the U.S. nonprofit sector grow increasingly international, the distinction will only become more salient.
This Article offers the first exploration of how theories of the charitable deduction apply …
Legal Ground Rules In Coordinated And Liberal Market Economies, Katharina Pistor
Legal Ground Rules In Coordinated And Liberal Market Economies, Katharina Pistor
Faculty Scholarship
This chapter seeks to explain the affinity between the nature of economic systems: coordinated market economies (CMEs) and liberal market economies (LMEs) on the one hand, and legal origin (civil vs common law systems) on the other. It starts with the simple observation that LMEs tend to be common law jurisdictions, and CMEs civil law jurisdictions. It proposes that the affinity between economic and legal system offers important insights into the foundations of different types of market economies and, in particular, differences in the scope of the state vs the powers of the individual. The main argument is that the …
Patents And Business Models For Software Firms, John R. Allison, Abe Dunn, Ronald J. Mann
Patents And Business Models For Software Firms, John R. Allison, Abe Dunn, Ronald J. Mann
Faculty Scholarship
We analyze the relation between patents and the different business models available to firms in the software industry. The paper builds on Cusumano's work defining the differences among firms that sell products, those that provide services, and the hybrid firms that fall between those polar categories. Combining data from five years of Software Magazine's Software 500 with data about the patenting practices of those software firms, we analyze the relation between the share of revenues derived from product sales and the firm's patenting practices. Accounting for size, R&D intensity, and sector-specific effects, the paper finds a robust positive correlation between …
On Public Versus Private Provision Of Corporate Law, Gillian K. Hadfield, Eric L. Talley
On Public Versus Private Provision Of Corporate Law, Gillian K. Hadfield, Eric L. Talley
Faculty Scholarship
Law in modern market societies serves both democratic and economic functions. In its economic function, law is a service, a means of enhancing the value of transactions and organizations. Yet modern market economies continue to rely on the state, rather than the market, to provide this service. This paper investigates whether private provision of law may be superior to public provision. We look in particular at corporate law, where there is a substantial literature exploring the efficiency implications of "regulatory competition" and compare this competition with market competition between private providers. Drawing from the well-known framework of spatial models of …
Network Neutrality: Competition, Innovation, And Nondiscriminatory Access, Tim Wu
Network Neutrality: Competition, Innovation, And Nondiscriminatory Access, Tim Wu
Faculty Scholarship
The best proposals for network neutrality rules are simple. They ban abusive behavior like tollboothing and outright blocking and degradation. And they leave open legitimate network services that the Bells and Cable operators want to provide, such as offering cable television services and voice services along with a neutral internet offering. They are in line with a tradition of protecting consumer's rights on networks whose instinct is just this: let customers use the network as they please. No one wants to deny companies the right to charge for their services and charge consumers more if they use more. But what …
Clark's Treatise On Corporate Law: Filling Manning's Empty Towers, Ronald J. Gilson, Reinier Kraakman
Clark's Treatise On Corporate Law: Filling Manning's Empty Towers, Ronald J. Gilson, Reinier Kraakman
Faculty Scholarship
Almost 45 years ago, in an elegantly depressive account of the then current state of corporate law scholarship, Bayless Manning announced the death of corporation law "as a field of intellectual effort." Manning left us with an affecting image of a once grand field long past its prime, rigid with formalism and empty of content:
When American law ceased to take the "corporation" seriously, the entire body of law that had been built upon that intellectual construct slowly perforated and rotted away. We have nothing left but our great empty corporate statutes towering skyscrapers of rusted girders, internally welded together …
After Confidentiiality: Rethinking The Professional Responsibilities Of The Business Lawyer, William H. Simon
After Confidentiiality: Rethinking The Professional Responsibilities Of The Business Lawyer, William H. Simon
Faculty Scholarship
Recent business scandals and the regulatory responses to them raise basic questions about the role of the business lawyer. Lawyers were major participants in Enron and in similar controversies over corporate disclosure. Lawyers have also been key players in the corporate tax shelter industry. In both instances, their conduct has prompted federal regulations that repudiate to an unprecedented degree the bar's traditional understanding of its structure and obligations.
The provision of the Sarbanes-Oxley Act of 2002 mandating "up-the-ladder" reporting by public corporation counsel was the first federal statute in American history to regulate lawyers directly and broadly. The second came …
The Ethics Teacher's Bittersweet Revenge: Virtue And Risk Management, William H. Simon
The Ethics Teacher's Bittersweet Revenge: Virtue And Risk Management, William H. Simon
Faculty Scholarship
Insurance companies have come to play a role in professional responsibility compliance that rivals that of courts and disciplinary agencies. The insurers, however, depart from the judicial perspective of the traditional enforcement agencies. Instead, they take the risk management perspective that Anthony Alfieri describes.
I agree with Alfieri that risk management poses real dangers of cynicism and Babbittry. Nevertheless, I also see more upside than he does. The new perspective is valuable, not just as a strategy for attracting student attention, but as an antidote to real and basic deficiencies in mainstream ethics teaching and traditional professional practice. In this …