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Full-Text Articles in Law
Introduction: Theory Informs Business Practice: Introduction, Claire A. Hill
Introduction: Theory Informs Business Practice: Introduction, Claire A. Hill
Chicago-Kent Law Review
No abstract provided.
Who Owns A Corporation And Who Cares?, Richard A. Booth
Who Owns A Corporation And Who Cares?, Richard A. Booth
Chicago-Kent Law Review
This Article focuses on the conventional theory that a corporation is owned by its stockholders and argues that the theory retains little if any explanatory or predictive force. After a brief consideration of the need for and function of legal theories in general and the evolution of the stockholder ownership theory, the Article proceeds to describe how the takeover wars of the 1980s brought into high relief the unavoidably conflicting interests of stockholders and managers, owing primarily to the fact that investor-stockholders are free to diversify whereas managers generally are not. Although the stockholder ownership theory is consistent with the …
Roundtable Discussion: Theory's Contributions To Corporate Law And Practice, Chicago-Kent Law Review
Roundtable Discussion: Theory's Contributions To Corporate Law And Practice, Chicago-Kent Law Review
Chicago-Kent Law Review
No abstract provided.
Implications Of Shareholder Diversification On Corporate Law And Organization: The Case Of The Business Judgment Rule, Peter V. Letsou
Implications Of Shareholder Diversification On Corporate Law And Organization: The Case Of The Business Judgment Rule, Peter V. Letsou
Chicago-Kent Law Review
The business judgment rule has been a centerpiece of corporate law for almost two centuries. But over the last several decades, courts and commentators have struggled to find a rationale for the business judgment rule that, at once, reconciles the judicial deference granted to corporate managers with the more demanding standards applied to other professionals, such as doctors and lawyers. This Article attempts to end this struggle by offering a fuller account of the relationship between the preferences of diversified shareholders, on the one hand, and liability rules, on the other. Based on this account, this Article contends that the …
Institutional Foundations For Economic Legal Reform In Transition Economies: The Case Of Competition Policy And Antitrust Enforcement, William E. Kovacic
Institutional Foundations For Economic Legal Reform In Transition Economies: The Case Of Competition Policy And Antitrust Enforcement, William E. Kovacic
Chicago-Kent Law Review
The widespread adoption by transition economies of competition policy systems raises important questions about the design and phasing of legal reforms in emerging markets. Success in transition economies in developing useful competition policy programs and other economic legal reforms requires close attention to the establishment of public and private institutions whose effective operation is essential to a legal regime. Properly conceived competition policy programs that account carefully for national circumstances can play a constructive role in promoting economic growth. The content of such programs can be structured to match the institutional capacity of each nation, and the mix of policy …
Table Of Contents - Issue 1, Chicago-Kent Law Review
Table Of Contents - Issue 1, Chicago-Kent Law Review
Chicago-Kent Law Review
No abstract provided.
A Comment On Language And Norms In Complex Business Contracting, Claire A. Hill
A Comment On Language And Norms In Complex Business Contracting, Claire A. Hill
Chicago-Kent Law Review
Complex contracts, such as those governing loans and acquisitions, create a state of the world-parties entering into a contract thereby become bound. The contract expressly summons up legal consequences for every promise it contains. But the relationship between the promises and the law's force is attenuated. Very often contract provisions set the stage rather than provide the script: accommodation seems more the rule than the exception. Indeed, for most contracting parties, the law's specter is one of many reasons to do what they promised to do, and often, not the most important reason. Parties also feel constrained by reputational and …
Why Contracts Are Written In "Legalese", Claire A. Hill
Why Contracts Are Written In "Legalese", Claire A. Hill
Chicago-Kent Law Review
Contracts have been reviled since before the Marx Brothers' infamous "there ain't no Sanity Clause" sketch as being replete with duplicative, cumbersome, inartful, and sometimes imprecise language. My Article seeks to understand why practice apparently hasn't made perfect—why the contract production process hasn't been honed to a point that contracts are as clear, and only as long, as would seem to be optimal. I argue that the contracting production process combines rational, and what some would consider irrational, elements to create a serviceable, but arguably second-best, product. But I also argue that what counts as second-best in this and other …
The Written Contract As Safe Harbor For Dishonest Conduct, Lawrence M. Solan
The Written Contract As Safe Harbor For Dishonest Conduct, Lawrence M. Solan
Chicago-Kent Law Review
The parol evidence rule excludes extrinsic evidence of prior or contemporaneous understandings of an agreement when the parties have signed a document that purports to encompass their entire understanding. In theory, this rule is designed to add certainty to business transactions and to inhibit the introduction of unreliable evidence into the litigation system. But in practice, if we eliminate the introduction of precontractual representations and understandings from the dispute resolution process, we create a safe harbor for unethical business practices in the early stages of contract formation. Using insights from linguistics and psychology, the Article argues that this problem is …
The Venture Capital Investment Bust: Did Agency Costs Play A Role? Was It Something Lawyers Helped Structure?, Joseph Bankman, Marcus Cole
The Venture Capital Investment Bust: Did Agency Costs Play A Role? Was It Something Lawyers Helped Structure?, Joseph Bankman, Marcus Cole
Chicago-Kent Law Review
This Article examines the question of why venture capital firms would continue to raise technology funds, and then invest those funds, when they were certain that the business markets for such investments were overvalued preceding the "crash" of April 2000. We interviewed a number of venture capitalists, lawyers, entrepreneurs, and other industry observers in search of an explanation. The explanations offered by key decision makers for the observed investment behavior can be categorized as of three types of theories: agency cost theories, herd behavior and other cognitive bias theories, and non-agency cost theories. Agency cost theories suggest that the activity …
Roundtable Discussion: Corporate Governance, Chicago-Kent Law Review
Roundtable Discussion: Corporate Governance, Chicago-Kent Law Review
Chicago-Kent Law Review
No abstract provided.
Learning From The Storm: Lessons For Illinois Following California's Experience With Electricity Restructuring, William A. Borders
Learning From The Storm: Lessons For Illinois Following California's Experience With Electricity Restructuring, William A. Borders
Chicago-Kent Law Review
State by state the role of generation, transmission, and distribution is becoming more dynamic and market driven as regulated electric monopolies shed their vertically integrated structures and reinvent themselves for the competitive marketplace. California's turbulent move to an open electricity market provides a good example of how this process can go wrong. This Note highlights some of the key developments in California's recent energy troubles, and considers the unique challenges for the Illinois electricity market. Borders concludes that through new federal and state transmission policy, heightened demand response, and consumer education programs, regulators can ensure that the market sends price …
Why Some Countries Are Rich And Some Are Poor, Douglass C. North
Why Some Countries Are Rich And Some Are Poor, Douglass C. North
Chicago-Kent Law Review
Professor North describes the difficulties encountered in promoting development: although economists are well aware of the conditions that promote productivity and creativity, only formal rules can be easily changed. Formal rules are but one part of a set of institutions in which people operate: informal norms of behavior and the enforcement mechanisms for both formal and informal rules have profound effects on human thought and activity. Economists have traditionally endeavored to impose simplistic sets of formal rules on developing countries; this model is largely ineffective because it ignores the role of culture and beliefs in shaping behavior. The difficult but …
A Comprehensive Approach To Conflicts Between Antidiscrimination Laws And Freedom Of Expressive Association After Boy Scouts Of America V. Dale, Adrianne K. Zahner
A Comprehensive Approach To Conflicts Between Antidiscrimination Laws And Freedom Of Expressive Association After Boy Scouts Of America V. Dale, Adrianne K. Zahner
Chicago-Kent Law Review
This Comment examines the United States Supreme Court decision in Boy Scouts of America v. Dale, which held that New Jersey's Law Against Discrimination violated the First Amendment by preventing the Boy Scouts from discriminating on the basis of sexual orientation in the selection of members and troop leaders. Zahner analyzes the Dale decision in light of prior freedom of expressive association case law, and reconciles inconsistencies by proposing a comprehensive framework for dealing with conflicts between antidiscrimination laws and freedom of expressive association. The proposed framework provides absolute protection for freedom of association for purely expressive groups, very …
The Same-Sovereign Rule Resurrected: The Supreme Court Rejects The Invocation Of The Fifth Amendment's Privilege Against Self-Incrimination Based Upon Fear Of Foreign Prosecution In United States V. Balsys, Carlin Metzger
Chicago-Kent Law Review
In United States v. Balsys, the Supreme Court examined the scope of the Fifth Amendment's Privilege Against Self-Incrimination when invoked based on a fear of foreign prosecution. Applying the "same-sovereign" rule, the Court held that the Fifth Amendment only binds the government to which it applies and, therefore, the privilege cannot be invoked based solely upon a fear of foreign prosecution. This Comment analyzes the rationale in prior Supreme Court decisions addressing the scope of the privilege against self-incrimination and contends that despite the Court's revival of the same-sovereign rule in Balsys, the privilege can extend to witnesses …
Of Theory And Practice, Tamar Frankel
Of Theory And Practice, Tamar Frankel
Chicago-Kent Law Review
Much has been written about theory and practice in the law, and the tension between practitioners and theorists. Judges do not cite theoretical articles often; they rarely "apply" theories to particular cases. These arguments are not revisited. Instead the Article explores the working and interaction of theory and practice, practitioners and theorists. This Article starts with a story about solving a legal issue using our intellectual tools—theory, practice, and their progenies: experience and "gut." Next the Article elaborates on the nature of theory, practice, experience and gut. The third part of the Article discusses theories that are helpful to practitioners …
Kinship Care And The Price Of State Support For Children, Dorthy E. Roberts
Kinship Care And The Price Of State Support For Children, Dorthy E. Roberts
Chicago-Kent Law Review
Kinship foster care replaces a traditional, private African American family arrangement with a similar structure that is regulated by state child welfare agencies. Formal kinship care often involves relinquishing custody of children in exchange for services and benefits that families need, and state payments for kinship caregiving are correlated to the level of state supervision of caregivers. Incorporating kinship care into the child welfare system, moreover, sometimes disrupts family ties. This onerous price exacted from poor black families for public assistance stems from the failure of more general support for caregiving and demonstrates the need for fundamental change in our …
Alternative Caretaking And Family Autonomy: Some Thoughts In Response To Dorothy Roberts, Katharine K. Baker
Alternative Caretaking And Family Autonomy: Some Thoughts In Response To Dorothy Roberts, Katharine K. Baker
Chicago-Kent Law Review
In this Commentary, Baker highlights two important issues raised by Roberts's article. First, she shows that the structure of state support for caretaking affects caretaking norms. If women, and particularly women of color, want to take advantage of the benefits of more collective caretaking arrangements like kinship networks, the state support should not be limited to individual women who choose to caretake in isolated, non-communal settings. Second, she suggests that in order to maximize the benefits of kinship arrangements, it is important to articulate a theory of state deference to family that does not rely on traditional notions of financial …
Changing The Meaning Of Motherhood, Martha M. Ertman
Changing The Meaning Of Motherhood, Martha M. Ertman
Chicago-Kent Law Review
Ertman responds to McClain's suggestion that we should alter our understandings of care for children to see it as a public value rather than a private responsibility. Ertman both echoes McClain's focus on the importance of finding theoretical and doctrinal grounds for remunerating the work that many primary homemakers do for their families and sounds a note of caution about the majoritarian morality that often accompanies public law solutions. In light of the downside of a public law focus, Ertman explores how private law mechanisms, or public-private hybrids, might serve as alternative means to get financial support to those who …
Conflicting Laws In A Common Market? The Nafta Experiment, H. Patrick Glenn
Conflicting Laws In A Common Market? The Nafta Experiment, H. Patrick Glenn
Chicago-Kent Law Review
NAFTA represents an experimental common market, in which no measures have been taken, at the North American level, to resolve legal diversity and conflicts of laws and jurisdiction. The obvious contrast is with the European Union, with its pan-European institutions and formal program of legal unification. This Article defends the underlying philosophy of NAFTA, as appropriate for North America. There has also been substantial adaptation of the national laws of the NAFTA countries, which indicates that a process of informal harmonization is adequate for common market needs.
Quasi In Rem On The Cyberseas, David F. Fanning
Quasi In Rem On The Cyberseas, David F. Fanning
Chicago-Kent Law Review
As the Internet continues to evolve into a truly global marketplace, there arises the inevitable problem of how to adequately protect one who suffers an online breach at the hands of an often anonymous party. In the United States, the law of personal jurisdiction may offer adequate recourse against those parties that can be readily identified; however, the traditional personal jurisdiction analysis offers little protection against anonymous parties, allowing them to breach online contracts with impunity. The attachment of property upon which in rem or quasi in rem jurisdiction can be asserted, or legal devices similar in effect, have for …
Table Of Contents - Issue 3, Chicago-Kent Law Review
Table Of Contents - Issue 3, Chicago-Kent Law Review
Chicago-Kent Law Review
No abstract provided.
Foreword: The Structures Of Care Work, Katharine B. Silbaugh
Foreword: The Structures Of Care Work, Katharine B. Silbaugh
Chicago-Kent Law Review
No abstract provided.
Contract And Care, Martha Albertson Fineman
Contract And Care, Martha Albertson Fineman
Chicago-Kent Law Review
The current social contract between individuals and society is flawed. The background rules in the social contract have changed as society changes; however, the social contract has not reflected those changes. Individuals and families have no one to help them with caretaking as the existing social contract does not recognize the burdens of caretaking. Society has a responsibility to help individuals with their dependency responsibilities as part of the social contract.
From Difference To Dominance To Domesticity: Care As Work, Gender As Tradition, Joan Williams
From Difference To Dominance To Domesticity: Care As Work, Gender As Tradition, Joan Williams
Chicago-Kent Law Review
This Article introduces the notion of gender not as difference or as dominance, but as tradition. The work of Pierre Bourdieu and Judith Butler are tapped for insights into the cultural system that defines the relationship of market work to family work; the term "domesticity" is used to describe that system. Domesticity is presented as an important, if partial, model that offers crucial insights into the work/family axis of gender—and into the strengths and limitations of conceptualizing work/family issues in terms of "care." This Article argues that "care" is work, and distinguishes seven distinct types of care work.
Caring For Children And Caretakers, Mary Becker
Caring For Children And Caretakers, Mary Becker
Chicago-Kent Law Review
This Commentary remarks on the work of Fineman and Williams, particularly their contributions to this Symposium. Both argue for better supports for caretakers and link such support to equality for women. In addition, this Commentary remarks on a recent article by Katherine Franke attacking feminist arguments for support of caretakers. Becker argues that better social and economic supports for caretakers and their dependents are necessary, not just to lessen the inequality between women and men, but as key components of a government fulfilling its primary goal—ensuring that all citizens are able to develop their capabilities.
Taking Care, Katherine M. Franke
Taking Care, Katherine M. Franke
Chicago-Kent Law Review
In this Commentary, Franke seeks to historically contextualize the Symposium contributions of Fineman and Williams. Given that both Fineman and Williams urge a larger role for the state, the market, and private employers in addressing the demands of human dependency, Franke turns to the experiences of African Americans in the immediate post-Civil War period to illuminate the precedent for externalizing the costs of dependency outside the family, as well as the complexities of so doing. The experiences of African Americans during this time instruct that public support brings with it a set of disciplinary norms that render that support a …
Care, Work, And The Road To Equality: A Commentary On Fineman And Williams, Michael Selmi
Care, Work, And The Road To Equality: A Commentary On Fineman And Williams, Michael Selmi
Chicago-Kent Law Review
In this Commentary, Selmi questions whether a strategy designed to enable wo- men to devote more time to care work is likely to lead to greater equality for women. Selmi canvasses recent data on women's labor force activity and suggests that the key to equality remains with attaining greater convergence in men's and women's work behavior.
Raced Histories, Mother Friendships, And The Power Of Care: Conversations With Women In Project Head Start, Lucie E. White
Raced Histories, Mother Friendships, And The Power Of Care: Conversations With Women In Project Head Start, Lucie E. White
Chicago-Kent Law Review
This Article seeks to disrupt the polarized debate about care that is taking shape among feminist scholars. Drawing from ethnographic interviews with low-income wo- men in a South Central Los Angeles Head Start program, White sets forth a conception of care that is grounded in historical practices within African American communities for confronting race and gender violence, affirming each person's dignity and potential, and promoting social justice.
The Second Coming Of Care, Kathryn Abrams
The Second Coming Of Care, Kathryn Abrams
Chicago-Kent Law Review
In this Commentary on White's article, Abrams examines the differences between two incarnations of the feminist conversation about care: an early version, that viewed care as a characteristic of, or emanation from, women; and a more contemporary version, that focuses on caregiving as an often undervalued social practice, central to the lives of many women but also performed by others. Abrams examines the ways in which White's article forms a bridge between these two moments, and also offers a new conception of law's relation to caregiving and other feminist goals: a view of law as enabling, rather than producing …