Law Commons^™

“Black People’S Money”: The Impact Of Law, Economics, And Culture In The Context Of Race On Damage Recoveries, Regina Austin

Faculty Scholarship at Penn Law

“’Black People’s Money’: The Impact of Law, Economics, and Culture in the Context of Race on Damage Recoveries” is one of a series of articles by the author dealing with black economic marginalization; prior work considered such topics as shopping and selling as forms of deviance, street vending, restraints on leisure, and the importance of informality in loan transactions. This article deals with the linkage between the social significance of black people’s money and its material value. It analyzes the construction of “black money,” its association with cash, and the taboos and cultural practices that assure that black ...

Risk, Death And Harm: The Normative Foundations Of Risk Regulation, Matthew D. Adler

Faculty Scholarship at Penn Law

Is death a harm? Is the risk of death a harm? These questions lie at the foundations of risk regulation. Agencies that regulate threats to human life, such as the EPA, OSHA, the FDA, the CPSC, or NHTSA, invariably assume that premature death is a first-party harm - a welfare setback to the person who dies - and often assume that being at risk of death is a distinct and additional first-party harm. If these assumptions are untrue, the myriad statutes and regulations that govern risky activities should be radically overhauled, since the third-party benefits of preventing premature death and the risk ...

Taxing Sunny Days: Adjusting Taxes For Regional Living Costs And Amenities, Michael S. Knoll, Thomas D. Griffith

Faculty Scholarship at Penn Law

No abstract provided.

Getting Off The Dole: Why The Court Should Abandon Its Spending Doctrine And How A Too-Clever Congress Could Provoke It To Do So, Mitchell N. Berman

Faculty Scholarship at Penn Law

No abstract provided.

Preferences And Rational Choice: Introduction, Claire Oakes Finkelstein, Matthew D. Adler, Peter H. Huang

Faculty Scholarship at Penn Law

No abstract provided.

The Rise And Demise Of The Technology-Specific Approach To The First Amendment, Christopher S. Yoo

Faculty Scholarship at Penn Law

No abstract provided.

New Models Of Regulation And Interagency Governance, Christopher S. Yoo

Faculty Scholarship at Penn Law

No abstract provided.

Corporate Policy And The Coherence Of Delaware Takeover Law, Richard E. Kihlstrom, Michael L. Wachter

Faculty Scholarship at Penn Law

This Article presents a model that can be used to explain key elements of Delaware takeover law. By incorporating corporate policy as a key variable in the model, Delaware law’s management discretion rule can be shown to be best suited for maximizing the value of the corporation and the shareholders’ interest under a set of reasonable assumptions. By allowing for occasional market mispricing and the agency costs associated with managing to the market, we demonstrate that a shareholder choice regime would likely lead to suboptimal investment decisions. In our model, managers are assumed to have better information regarding alternative ...

Access To Networks: Economic And Constitutional Connections, Daniel F. Spulber, Christopher S. Yoo

Faculty Scholarship at Penn Law

No abstract provided.

Pliability Rules, Abraham Bell, Gideon Parchomovsky

Faculty Scholarship at Penn Law

No abstract provided.

Shareholder Value And Auditor Independence, William W. Bratton

Faculty Scholarship at Penn Law

This Article questions the practice of framing problems concerning auditors’ professional responsibility inside a principal-agent paradigm. If professional independence is to be achieved, auditors cannot be enmeshed in agency relationships with the shareholders of their audit clients. As agents, the auditors by definition become subject to the principal’s control and cannot act independently. For the same reason, auditors’ duties should be neither articulated in the framework of corporate law fiduciary duty, nor conceived relationally at all. These assertions follow from an inquiry into the operative notion of the shareholder-beneficiary. The Article unpacks the notion of the shareholder and tells ...

Converted Or Unconverted: To Whom Do We Preach?, Amy L. Wax

Faculty Scholarship at Penn Law

No abstract provided.

Rethinking The Commitment To Free, Local Television, Christopher S. Yoo

Faculty Scholarship at Penn Law

No abstract provided.

Is There A Role For Lawyers In Preventing Future Enrons?, Jill E. Fisch, Kenneth M. Rosen

Faculty Scholarship at Penn Law

Following the collapse of the Enron Corporation, the ethical obligations of corporate attorneys have received increased scrutiny. The Sarbanes-Oxley Act of 2002, enacted in response to calls for corporate reform, specifically requires the Securities and Exchange Commission to address the lawyer’s role by requiring covered attorneys to “report up” evidence of corporate wrongdoing to key corporate officers, and, in some circumstances, to the board of directors. Failure to “report up” subjects a lawyer to liability under federal law.

This Article argues that the reporting up requirement reflects a second-best approach to corporate governance reform. Rather than focusing on the ...

Of Property And Anti-Property, Abraham Bell, Gideon Parchomovsky

Faculty Scholarship at Penn Law

No abstract provided.

Anticompetitive Settlement Of Intellectual Property Disputes, Herbert J. Hovenkamp, Mark D. Janis, Mark A. Lemley

Faculty Scholarship at Penn Law

The overwhelming majority of intellectual property lawsuits settle before trial. These settlements involve agreements between the patentee and the accused infringer, parties who are often competitors before the lawsuit. Because these competitors may agree to stop competing, to regulate the price each charges, and to exchange information about products and prices, settlements of intellectual property disputes naturally raise antitrust concerns. In this paper, we suggest a way to reconcile the interests of intellectual property law and antitrust law in evaluating intellectual property settlements. In Part I, we provide background on the issue. Part II argues that in most cases courts ...

Can Majority Voting Provisions Do It All?, David A. Skeel Jr.

Faculty Scholarship at Penn Law

No abstract provided.

Enron, Sarbanes-Oxley And Accounting: Rules Versus Principles Versus Rents, William W. Bratton

Faculty Scholarship at Penn Law

No abstract provided.

Corporate Control Transactions: Introduction, Edward B. Rock, Michael L. Wachter

Faculty Scholarship at Penn Law

No abstract provided.

The Qualified Legal Compliance Committee: Using The Attorney Conduct Rules To Restructure The Board Of Directors, Jill E. Fisch, Caroline M. Gentile

Faculty Scholarship at Penn Law

The Securities and Exchange Commission introduced a new corporate governance structure, the qualified legal compliance committee, as part of the professional standards of conduct for attorneys mandated by the Sarbanes-Oxley Act of 2002. QLCCs are consistent with the Commission’s general approach to improving corporate governance through specialized committees of independent directors. This Article suggests, however, that assessing the benefits and costs of creating QLCCs may be more complex than is initially apparent. Importantly, QLCCs are unlikely to be effective in the absence of incentives for active director monitoring. This Article concludes by considering three ways of increasing these incentives.

How To Fix Wall Street: A Voucher Financing Proposal For Securities Intermediaries, Stephen Choi, Jill E. Fisch

Faculty Scholarship at Penn Law

No abstract provided.

Simplifying The Transition To A (Progressive) Consumption Tax, Mitchell L. Engler, Michael S. Knoll

Faculty Scholarship at Penn Law

No abstract provided.

Information Wants To Be Free: Intellectual Property And The Mythologies Of Control, R. Polk Wagner

Faculty Scholarship at Penn Law

No abstract provided.

The Securities Analyst As Agent: Rethinking The Regulation Of Analysts, Jill E. Fisch, Hillary A. Sale

Faculty Scholarship at Penn Law

No abstract provided.

The Case For Replealing The Corporate Alternative Minimum Tax, Terrence R. Chorvat, Michael S. Knoll

Faculty Scholarship at Penn Law

No abstract provided.

Takeover Defense When Financial Markets Are (Only) Relatively Efficient, Michael L. Wachter

Faculty Scholarship at Penn Law

This paper evaluates the impact of developments in the understanding of asset value pricing for alternative legal standards for takeover defenses: the management discretion and the shareholder rights positions. Both sides place considerable, albeit implicit, reliance on alternative views of the efficiency of financial markets. Developments in finance theory show that when financial markets are only "relatively efficient," stock prices can incorrectly value the corporation at any point in time, at the same time as investors cannot outperform the market on an ongoing basis. I focus on financial market anomalies arising from the failure of the capital asset pricing model ...