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Articles 1 - 30 of 37
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 …
Don't Let The Digital Tail Wag The Transformation Dog: A Digital Transformation Roadmap For Corporate Counsel, Michele M. Destefano, Tellmann P. Bjarne, Daniel Wu
Don't Let The Digital Tail Wag The Transformation Dog: A Digital Transformation Roadmap For Corporate Counsel, Michele M. Destefano, Tellmann P. Bjarne, Daniel Wu
Articles
Due in part to the COVID-19 pandemic, enhancements in technology, as well as shifts in the macroeconomic and socioeconomic dynamics of globalization, Digital Transformation (DT) has become an enterprise-wide imperative for most multinational companies (MNCs). As a result, legal departments are being challenged to embrace enterprise DT and start their own departmental DT journeys. Despite these trends, there is little scholarship and research about how MNC legal departments are addressing the DT challenge. How are General Counsel (GCs) currently approaching DT? Is what they are doing effective and value-accretive? And importantly, how should GCs approach DT to best generate value? …
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 …
Failure To Capture: Why Business Does Not Control The Rulemaking Process, Gabriel Scheffler
Failure To Capture: Why Business Does Not Control The Rulemaking Process, Gabriel Scheffler
Articles
Leading figures on both the political right and the political left have concluded that the agency rulemaking process is captured: that it serves to benefit businesses, at the expense of the general public. This perception appears to be supported by recent theoretical and empirical scholarship and has prompted lawmakers to introduce various proposals to reform the federal rulemaking process.
Yet as I will demonstrate in this Article, the view of the rulemaking process as captured is unwarranted. I will show that the academic literature actually provides little guidance as to the magnitude of business influence that is, the extent to …
Religious Liberty In A Pandemic, Caroline Mala Corbin
Religious Liberty In A Pandemic, Caroline Mala Corbin
Articles
The coronavirus pandemic caused an unprecedented shutdown of the United States. The stay-at-home orders issued by most states typically banned large gatherings of any kind, including religious services. Churches sued, arguing that these bans violated their religious liberty rights by treating worship services more strictly than analogous activities that were not banned, such as shopping at a liquor store or superstore. This Essay examines these claims, concluding that the constitutionality of the bans turns on the science of how the pathogen spreads, and that the best available scientific evidence supports the mass gathering bans.
Disabling Fascism: A Struggle For The Last Laugh In Trump’S America, Madeleine M. Plasencia
Disabling Fascism: A Struggle For The Last Laugh In Trump’S America, Madeleine M. Plasencia
Articles
Six years before the start of the Second World War and seven months after Hitler’s appointment as Chancellor of Germany, the German government instituted the “Law for the Prevention of Progeny with Hereditary Diseases.” The moral depravity that started as a sterilization program targeting “useless eaters” and lives “unworthy of life” degenerated into a “euthanasia” program that murdered at least 250,000 people with mental and physical dis/abilities as an “open secret” until 1941, when the Bishop of Munster, Clemens August Count von Galen, delivered a sermon protesting the killing of “unproductive people.”2 Although the Trump Administration has not yet driven …
A Tale Of Two Markets: Regulation And Innovation In Post-Crisis Mortgage And Structured Finance Markets, William Wilson Bratton, Adam J. Levitin
A Tale Of Two Markets: Regulation And Innovation In Post-Crisis Mortgage And Structured Finance Markets, William Wilson Bratton, Adam J. Levitin
Articles
This Article takes stock of post-financial crisis regulatory developments to tell a tale of two markets within a political economy of financial regulation. The financial crisis stemmed from excessive risk-taking and dodgy practices in the subprime home mortgage market, a market that owed its existence to private-label securitization. The pre-crisis boom in private label mortgage-backed securities could never have happened, however, without financing from an array of structured products and vehicles created in the capital markets-CDOs, CDO2 s, and SIVs. It was these capital markets products that magnified mortgage credit risk and transmitted it into the financial system's vulnerable nodes. …
Cwa In-Lieu Fee Mitigation: Project And Programmatic Risks, Erin Okuno, Rebecca Kihslinger, Royal C. Gardner, Christina Libre
Cwa In-Lieu Fee Mitigation: Project And Programmatic Risks, Erin Okuno, Rebecca Kihslinger, Royal C. Gardner, Christina Libre
Articles
No abstract provided.
Beyond Bitcoin: Leveraging Blockchain To Benefit Business And Society, Rachel Epstein, Marcia Narine Weldon
Beyond Bitcoin: Leveraging Blockchain To Benefit Business And Society, Rachel Epstein, Marcia Narine Weldon
Articles
No abstract provided.
The Oecd/G20-Beps-Project And The Value Creation Paradigm: Economic Reality Disemboguing Into The Interpretation Of The "Arm's Length" Standard, Stanley I. Langbein, Max R. Fuss
The Oecd/G20-Beps-Project And The Value Creation Paradigm: Economic Reality Disemboguing Into The Interpretation Of The "Arm's Length" Standard, Stanley I. Langbein, Max R. Fuss
Articles
No abstract provided.
Financial Stability, Financial Services, And The Single Market, Caroline Bradley
Financial Stability, Financial Services, And The Single Market, Caroline Bradley
Articles
No abstract provided.
An Unsafe Financial System, Caroline Bradley
Breaking Up Is Hard To Do: The Interconnection Problem In Financial Markets And Financial Regulation, A European (Banking) Union Perspective, Caroline Bradley
Breaking Up Is Hard To Do: The Interconnection Problem In Financial Markets And Financial Regulation, A European (Banking) Union Perspective, Caroline Bradley
Articles
No abstract provided.
Transparency Is The New Opacity: Constructing Final Regulation After The Crisis, Caroline Bradley
Transparency Is The New Opacity: Constructing Final Regulation After The Crisis, Caroline Bradley
Articles
No abstract provided.
Consultation And Legitimacy In Transnational Standard-Setting, Caroline Bradley
Consultation And Legitimacy In Transnational Standard-Setting, Caroline Bradley
Articles
No abstract provided.
Open Government And The Implementation Of The Dodd-Frank Act, Caroline Bradley
Open Government And The Implementation Of The Dodd-Frank Act, Caroline Bradley
Articles
No abstract provided.
Better (Or Worse?) Risk Management Through Technology, Caroline Bradley
Better (Or Worse?) Risk Management Through Technology, Caroline Bradley
Articles
No abstract provided.
The Confidence Game: Manipulation Of The Markets By Governmental Authorities, Caroline Bradley
The Confidence Game: Manipulation Of The Markets By Governmental Authorities, Caroline Bradley
Articles
No abstract provided.
Private Equity's Three Lessons For Agency Theory, William Wilson Bratton
Private Equity's Three Lessons For Agency Theory, William Wilson Bratton
Articles
It is time to consider the lessons to be learned from the recent boom in private equity buyouts, not least in view of its abrupt termination in the wake of tightened credit. In the past, such inquiries have been undertaken in the context of agency theory and have focused on the buyout's implications for solving the problem of separation of ownership and control. This article reverses the pattern of inquiry to consider the buyout's implications for agency theory, pointing to three lessons. The first lesson addresses agency theory's three-way association among control transfers, governance discipline and hostile takeovers, suggesting that …
Private Equity's Three Lessons For Agency Theory, William Wilson Bratton
Private Equity's Three Lessons For Agency Theory, William Wilson Bratton
Articles
No abstract provided.
Consumers Of Financial Services And Multi-Level Regulation In The European Union, Caroline Bradley
Consumers Of Financial Services And Multi-Level Regulation In The European Union, Caroline Bradley
Articles
No abstract provided.
Bond Covenants And Creditor Protection: Economics And Law, Theory And Practice, Substance And Process, William Wilson Bratton
Bond Covenants And Creditor Protection: Economics And Law, Theory And Practice, Substance And Process, William Wilson Bratton
Articles
This article examines contractual protection of unsecured financial creditors in US credit markets. Borrowers and lenders in the United States contract against a minimal legal background that imposes the burden of protection on the lender. A working, constantly updated, set of contractual protections has emerged in response. But actual use of available contractual technology varies widely, depending on the level of risk and the institutional context. The credit markets sort borrowers according to the degree of the risk of financial distress, imposing substantial constraints only on the borrowers with the most dangerous incentives. At the same time, the contracting practice …
Information Society Challenges To Financial Regulation, Caroline Bradley
Information Society Challenges To Financial Regulation, Caroline Bradley
Articles
No abstract provided.
Private International Law-Making For The Financial Markets, Caroline Bradley
Private International Law-Making For The Financial Markets, Caroline Bradley
Articles
No abstract provided.
Lord Of The Liens: Towards Greater Efficiency In Secured Syndicated Lending, William H. Widen
Lord Of The Liens: Towards Greater Efficiency In Secured Syndicated Lending, William H. Widen
Articles
No abstract provided.
Enron At The Margin, William H. Widen
Reverse Mortgage Information Online, Robin Schard
Reverse Mortgage Information Online, Robin Schard
Articles
Reverse mortgages are a valuable tool that allow seniors to tap their home's equity. However, there are traps for the unwary
Demutualization Of Financial Exchanges: Business As Usual?, Caroline Bradley
Demutualization Of Financial Exchanges: Business As Usual?, Caroline Bradley
Articles
No abstract provided.
United States -- Tax Treatment For "Foreign Sales Corporations" Wto Doc. Wt/Ds108/Ab/R, Stanley I. Langbein
United States -- Tax Treatment For "Foreign Sales Corporations" Wto Doc. Wt/Ds108/Ab/R, Stanley I. Langbein
Articles
No abstract provided.
Letters Of Credit, Voidable Preferences, And The Independence Principle, William H. Widen, David Gray Carlson
Letters Of Credit, Voidable Preferences, And The Independence Principle, William H. Widen, David Gray Carlson
Articles
No abstract provided.