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Articles 1 - 30 of 34
Full-Text Articles in Law
Shareholder Primacy Versus Shareholder Accountability, William Wilson Bratton
Shareholder Primacy Versus Shareholder Accountability, William Wilson Bratton
Articles
When corporations inflict injuries in the course of business, shareholders wielding environmental, social, and governance ("ESG") principles can, and now sometimes do, intervene to correct the matter. In the emerging fact pattern, corporate social accountability expands out of its historic collectivized frame to become an internal subject matter-a corporate governance topic. As a result, shareholder accountability surfaces as a policy question for the first time. The Big Three index fund managers, BlackRock, Vanguard, and State Street, responded to the accountability question with ESG activism. In so doing, they defected against corporate legal theory's central tenet, shareholder primacy. Shareholder primacy builds …
Highly Automated Vehicles & Discrimination Against Low-Income Persons, William H. Widen
Highly Automated Vehicles & Discrimination Against Low-Income Persons, William H. Widen
Articles
Law reform in the United States often reflects a structural bias that advances narrow business interests without addressing broader public interest concerns.' This bias may appear by omitting protective language in laws or regulations which address a subject matter area, such as permitting the testing of highly automated vehicles ("HA Vs") on public roads, while omitting a requirement for a reasonable level of insurance as a condition to obtain a testing permit.2 This Article explores certain social and economic justice implications of laws and regulations governing the design, testing, manufacture, and deployment of HA Vs which might advance a business …
Beyond The Public Square: Imagining Digital Democracy, Mary Anne Franks
Beyond The Public Square: Imagining Digital Democracy, Mary Anne Franks
Articles
To create online spaces that do not merely replicate existing hierarchies and reinforce unequal distributions of social, economic, cultural, and political power, we must move beyond the simplistic clich6 of the unregulated public square and commit to the hard work of designing for democracy.
When we say 'public square,' ... we need to ask- who or what is this public? Who owns this space, what makes it public? . . . This is the essence of democracy: the ability to question power, and the power to do so. - Tom Wilkinson
Team Production Revisited, William W. Bratton
Team Production Revisited, William W. Bratton
Articles
This Article reconsiders Margaret Blair and Lynn Stout's team production model of corporate law, offering a favorable evaluation. The model explains both the legal corporate entity and corporate governance institutions in microeconomic terms as the means to the end of encouraging investment, situating corporations within markets and subject to market constraints but simultaneously insisting that productive success requires that corporations remain independent of markets. The model also integrates the inherited framework of corporate law into an economically derived model of production, constructing a microeconomic description of large enterprises firmly rooted in corporate doctrine but neither focused on nor limited by …
Corporate Law And The Myth Of Efficient Market Control, William Wilson Bratton, Simone M. Sepe
Corporate Law And The Myth Of Efficient Market Control, William Wilson Bratton, Simone M. Sepe
Articles
In recent times, there has been an unprecedented shift in power from managers to shareholders, a shift that realizes the long-held theoretical aspiration of market control of the corporation. This Article subjects the market control paradigm to comprehensive economic examination and finds it wanting.
The market control paradigm relies on a narrow economic model that focuses on one problem only: management agency costs. With the rise of shareholder power, we need a wider lens that also takes in market prices, investor incentives, and information asymmetries. General equilibrium (GE) theory provides that lens. Several lessons follow from reference to this higher-order …
Corporate Governance, Compliance, Social Responsibility, And Enterprise Risk Management In The Trump/Pence Era, Marcia Narine Weldon
Corporate Governance, Compliance, Social Responsibility, And Enterprise Risk Management In The Trump/Pence Era, Marcia Narine Weldon
Articles
No abstract provided.
Cuba Conundrum: Corporate Governance And Compliance Challenges For U.S. Publicly-Traded Companies, Marcia Narine
Cuba Conundrum: Corporate Governance And Compliance Challenges For U.S. Publicly-Traded Companies, Marcia Narine
Articles
No abstract provided.
Corporate Intent And Corporate Crime: A Matter Of Inference, Caroline Bradley
Corporate Intent And Corporate Crime: A Matter Of Inference, Caroline Bradley
Articles
No abstract provided.
Disclosing Disclosure's Defects: Addressing Corporate Irresponsibility For Human Rights Impacts, Marcia Narine
Disclosing Disclosure's Defects: Addressing Corporate Irresponsibility For Human Rights Impacts, Marcia Narine
Articles
Although many people believe that the role of business is to maximize shareholder value, corporate executives and board members can no longer ignore their companies' human rights impacts on other stakeholders. Over the past four years, the role and responsibility of non-state actors such as multinationals has come under increased scrutiny. In 2011, the United Nations Human Rights Council unanimously endorsed the "UN Guiding Principles on Business and Human Rights," which outline the State duty to protect human rights, the corporate responsibility to respect human rights, and both the State and corporations' duties to provide remedies to parties. The Guiding …
Distinguishing Deductible Repairs From Capitalized Improvements: An Expectations Approach To The New Repair Regulations, George Mundstock, Thomas J. Korge
Distinguishing Deductible Repairs From Capitalized Improvements: An Expectations Approach To The New Repair Regulations, George Mundstock, Thomas J. Korge
Articles
No abstract provided.
Claim Funders And Commercial Claim Holders: A Common Interest Or A Common Problem?, Michele M. Destefano
Claim Funders And Commercial Claim Holders: A Common Interest Or A Common Problem?, Michele M. Destefano
Articles
Commercial claim funding, where funders invest in business disputes in exchange for a percentage of any eventual settlement or judgment, is a growing industry in the United States. Funders may request confidential information about the claim and litigation strategy both before deciding to invest (to analyze the strength of the claim) and during the course of the financial relationship (to manage the investment). Further, these funders may work and communicate with claim holders and lawyers about the claim. However, there has been little caselaw and little in-depth analysis on whether--and in what circumstances-the attorney--client privilege and work-product doctrine can be …
Unwinding The Ceiling Rule, Leigh Osofsky
Unwinding The Ceiling Rule, Leigh Osofsky
Articles
This article closely examines the unwinding of the ceiling rule. Congress and partnership tax experts historically have assumed perfect unwinding of the ceiling rule on liquidation or sale of a partnership interest. However, this assumption glosses over a significantly more complicated reality. This article closely examines the history of section 704(c) and the interaction between the ceiling rule and the rules regarding sales and liquidations of partnership interests to reveal the extent to which the assumption does not hold. By debunking long-held assumptions about the perfect unwinding of the ceiling rule, this article displays that there is no reasonable justification …
Climate Change And Business Law In The United States: Using Procurement, Pay, And Policy Changes To Influence Corporate Behavior, Marcia Narine
Climate Change And Business Law In The United States: Using Procurement, Pay, And Policy Changes To Influence Corporate Behavior, Marcia Narine
Articles
No abstract provided.
Creating A Culture Of Compliance: Why Departmentalization May Not Be The Answer, Michele M. Destefano
Creating A Culture Of Compliance: Why Departmentalization May Not Be The Answer, Michele M. Destefano
Articles
Over the past few decades, as corporate criminal liability rules, sentencing guidelines, and settlement incentives have changed, therehas been increased emphasis on and resources devoted to thecompliance function at large publicly held companies. In this article, Professor DeStefano traces the development of the compliance function at large corporations and questions the recent mandate by certain governmental entities that malfeasant corporations designate a chief compliance officer and separate the compliance gatekeeping function from the legal department so that this chief compliance officer does not report to the general counsel. She categorizes the types of arguments made for and against departmentalization and …
From Kansas To The Congo: Why Naming And Shaming Corporations Through The Dodd-Frank Act's Corporate Governance Disclosure Won't Solve A Human Rights Crisis, Marcia Narine
Articles
No abstract provided.
Back To The Future, Sergio J. Campos
Whistleblowers And Rogues: An Urgent Call For An Affirmative Defense To Corporate Criminal Liability, Marcia Narine
Whistleblowers And Rogues: An Urgent Call For An Affirmative Defense To Corporate Criminal Liability, Marcia Narine
Articles
No abstract provided.
Costing Financial Regulation, Caroline Bradley
Collective Bargaining Agreements In Corporate Reorganizations, Andrew B. Dawson
Collective Bargaining Agreements In Corporate Reorganizations, Andrew B. Dawson
Articles
Congress enacted § 1113 to the Bankruptcy Code in 1984 in order to establish a standard for the rejection of Collective Bargaining Agreements. But the statute's ambiguous language has caused a split between the Second and Third Circuits, and has precipitated a lengthy academic debate largely centered on the interpretation of one word: "necessary." This debate has focused on proper statutory interpretation as well as deeper concerns regarding the policy goals behind the Bankruptcy Code. The present study reports data that indicate that the different interpretations are irrelevant in practice. No matter how "necessary" is defined, the result is always …
Report To The American Bankruptcy Institute: Prevalence Of Substantive Consolidation In Large Public Company Bankruptcies From 2000 To 2005, William H. Widen
Report To The American Bankruptcy Institute: Prevalence Of Substantive Consolidation In Large Public Company Bankruptcies From 2000 To 2005, William H. Widen
Articles
No abstract provided.
Prevalence Of Substantive Consolidation In Large Bankruptcies From 2000 To 2004: Preliminary Results, William H. Widen
Prevalence Of Substantive Consolidation In Large Bankruptcies From 2000 To 2004: Preliminary Results, William H. Widen
Articles
No abstract provided.
Resistances To Reforming Corporate Governance: The Diffusion Of Qlccs, Robert Eli Rosen
Resistances To Reforming Corporate Governance: The Diffusion Of Qlccs, Robert Eli Rosen
Articles
No abstract provided.
Enron At The Margin, William H. Widen
Risk Management And Organizational Governance: The Case Of Enron, Robert Eli Rosen
Risk Management And Organizational Governance: The Case Of Enron, Robert Eli Rosen
Articles
No abstract provided.
Encouraging Race-Based Advocacy In Legal Services Practice, Jonel Newman
Encouraging Race-Based Advocacy In Legal Services Practice, Jonel Newman
Articles
Every legal services program has a waiting room, some newly furnished, others with old sofas and tattered chairs. The families, children, and elderly sitting in these waiting rooms consistently are disproportionately racial and ethnic minorities. Despite this constant reminder that those seeking legal assistance for their perceived wrongs are disproportionately racial and ethnic minorities, legal services programs are bringing fewer and fewer affirmative challenges that incorporate race-based antidiscrimination claims.
In this article we explore possible reasons for this lack of affirmative race- and national-origin-based discrimination claims and suggest some ideas for preserving or restarting this type of advocacy, ideas that …
Form And Substance In Cyberspace, A. Michael Froomkin
Form And Substance In Cyberspace, A. Michael Froomkin
Articles
In this Response to the preceding article by Joe Sims and Cynthia Bauerly, A. Michael Froomkin defends his earlier critique of ICANN. This Response first summarizes the arguments in Wrong Turn In Cyberspace, which explained why ICANN lacks procedural and substantive legitimacy. This Response focuses on how the U.S. government continues to assert control over the domain name system, and how this control violates the APA, the nondelegation doctrine as articulated by the Supreme Court in Carter Coal, and public policy. Professor Froomkin then proposes that ICANN's role be more narrowly focused away from policy making towards true …
Minority Discounts, Fair Market Value, And The Culture Of Estate Taxation, William S. Blatt
Minority Discounts, Fair Market Value, And The Culture Of Estate Taxation, William S. Blatt
Articles
No abstract provided.
Section 902 Is Too Generous, George Mundstock
Coordinating Sanctions For Corporate Misconduct: Civil Or Criminal Punishment, David Yellen, Carl J. Mayer
Coordinating Sanctions For Corporate Misconduct: Civil Or Criminal Punishment, David Yellen, Carl J. Mayer
Articles
No abstract provided.
Taxation Of Business Rent, George Mundstock