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Articles 31 - 60 of 72
Full-Text Articles in Law
Dr. Jones And The Raiders Of Lost Capital: Hedge Fund Regulation, Part Ii, John W. Verret
Dr. Jones And The Raiders Of Lost Capital: Hedge Fund Regulation, Part Ii, John W. Verret
John W Verret
Hedge funds can sometimes achieve remarkable returns. The market fees exceed that of other asset classes, leading some fund managers to engage in illicit behavior, including fraud, that violates their duty to their investors and tempts institutional investors to violate their fiduciary duty to their principals. I will examine the hedge fund registration requirement struck down during the summer of 2006, as well as the tools used by other regulators to oversee institutional investors. This study relies on a survey of literature on financial regulation, commentary on the hedge fund registration rule, models of self-regulation, and examples in other areas …
Arbitrating Human Rights, Roger P. Alford
Arbitrating Human Rights, Roger P. Alford
Roger P. Alford
Currently domestic human rights litigation against corporations appears to be a proxy fight in which the accomplice is pursued while the principal evades punishment. Typically the principal malfeasor—the sovereign—is immune from suit because of foreign sovereign immunity. But corporations can be found liable for aiding and abetting those violations. This article suggests a solution to this problem, drawing on principles from contract law and arbitration. If a corporation is found liable for aiding and abetting sovereign abuse, it may invoke contractual provisions in the agreement with the sovereign to arbitrate the question of shared responsibility. While the victims may not …
The Limits Of Hedge Fund Activism, Robert Thompson
The Limits Of Hedge Fund Activism, Robert Thompson
Robert Thompson
Abstract Hedge funds have burst on to the corporate governance scene. Not just as one player among many, but one with the potential to be the long-sought shareholder champion who can effectively discipline management in a world where ownership is separated from control. The argument has been made, with some justification, that these investors face different economic incentives than do traditional institutional investors such as mutual funds or public or private pension funds. The business plan of a typical hedge fund is more compatible with shareholder activism and they lack some of the conflicts of interests that have deterred traditional …
To Make Or To Buy: In-House Lawyering And Value Creation, Steven L. Schwarcz
To Make Or To Buy: In-House Lawyering And Value Creation, Steven L. Schwarcz
Steven L Schwarcz
In recent years, companies have been shifting much of their transactional legal work from outside law firms to in-house lawyers, and some large companies now staff transactions almost exclusively in-house. Although this transformation redefines the very nature of the business lawyer, scholars have largely ignored it. This article seeks to remedy that omission, using empirical evidence as well as economic theory to help explain why in-house lawyers are taking over, and whether they are likely to continue to take over, these functions and roles of outside lawyers. The findings are surprising, suggesting that in-house lawyers may now be performing as …
Pandora's Ballot Box, Or A Proxy With Moxie? The Majority Voting Amendment To Delaware Corporate Law, John Verret
Pandora's Ballot Box, Or A Proxy With Moxie? The Majority Voting Amendment To Delaware Corporate Law, John Verret
ExpressO
The Delaware General Assembly has recently adopted an amendment to the Delaware General Corporation Law which provides that where shareholders have adopted a majority voting bylaw for corporate elections over the traditional plurality scheme, a corporation may not subsequently amend its bylaws to return to plurality voting without shareholder approval. I will compare this provision to other approaches and try to explain the reasons underlying its adoption. I will also briefly summarize the evolving shareholder empowerment debate and analyze the majority voting provision in the context of that discussion. I will describe some unique and unanticipated interactions between majority voting …
Controlling Family Shareholders In Developing Countries: Anchoring Relational Exchange, Ronald J. Gilson
Controlling Family Shareholders In Developing Countries: Anchoring Relational Exchange, Ronald J. Gilson
ExpressO
The Law and Finance account of the ubiquity of controlling shareholders in developing markets is based on conditions in the capital market: poor shareholder protection law prevents controlling shareholders from parting with control out of fear of exploitation by a new controlling shareholder who acquires a controlling position in the market. This explanation, however, does not address why we observe any minority shareholders in such markets, or why controlling shareholders in developing markets are most often family-based. This paper looks at the impact of “bad law” on shareholder distribution in a very different way. Developing countries typically provide not only …
Can Corporate Governance Reforms Increase Firms' Market Values: Evidence From India, Bernard S. Black, Vikramaditya Khanna
Can Corporate Governance Reforms Increase Firms' Market Values: Evidence From India, Bernard S. Black, Vikramaditya Khanna
Law & Economics Working Papers Archive: 2003-2009
A central problem in studying the valuation effects of corporate governance reforms is that most reforms affect all firms in a country. Thus, if share prices move when governance reforms are announced, the price changes may reflect the reforms, but could also reflect other new information. We address this identification issue by studying India’s adoption in 2000 of major governance reforms (Clause 49), a number of which resemble and predate Sarbanes Oxley. Clause 49 requires, among other things, audit committees, a minimum number of independent directors, and CEO/CFO certification of financial statements and internal controls. The reforms were sponsored by …
Developing Governance And Regulation For Emerging Capital And Securities Markets, Ali Adnan Ibrahim
Developing Governance And Regulation For Emerging Capital And Securities Markets, Ali Adnan Ibrahim
Ali A Ibrahim
This paper discusses various legal and regulatory issues for developing strong capital and securities markets in the transition economies. Toward this end, the paper analyses the available literature, and emphasizes that: (i) the development of corporate governance should be gradual and must take into consideration the customary laws that impact on the ownership structures and related preferences for doing business in the emerging markets; and (ii) the foreign investment policies should be consistent with the development of corporate governance and vice versa.
Controlling Family Shareholders In Developing Countries: Anchoring Relational Exchange, Ronald J. Gilson
Controlling Family Shareholders In Developing Countries: Anchoring Relational Exchange, Ronald J. Gilson
Ronald J. Gilson
The Law and Finance account of the ubiquity of controlling shareholders in developing markets is based on conditions in the capital market: poor shareholder protection law prevents controlling shareholders from parting with control out of fear of exploitation by a new controlling shareholder who acquires a controlling position in the market. This explanation, however, does not address why we observe any minority shareholders in such markets, or why controlling shareholders in developing markets are most often family-based. This paper looks at the impact of “bad law” on shareholder distribution in a very different way. Developing countries typically provide not only …
The Sec Regulation Of Takeovers: Some Doubts From A Game Theory Perspective And A Proposal For Reform, Sharon Hannes, Omri Yadlin
The Sec Regulation Of Takeovers: Some Doubts From A Game Theory Perspective And A Proposal For Reform, Sharon Hannes, Omri Yadlin
Sharon Hannes
In theory, a hostile tender offer poses a threat to the target shareholders who, for strategic reasons, may tender their shares in response to an inferior bid. It has therefore been suggested that the decision to tender be made separately from the shareholder vote on the actual merits of the bid. While the regulator has never adopted this proposal, market forces in the poison pill era did generate a mechanism with a similar effect. To overcome a poison pill (a mechanism implemented by managers to thwart bids), the bidder must win the shareholders’ vote in a proxy contest that is …
To Make Or To Buy: In-House Lawyering And Value Creation, Steven L. Schwarcz
To Make Or To Buy: In-House Lawyering And Value Creation, Steven L. Schwarcz
Steven L Schwarcz
In recent years, companies have been shifting much of their transactional legal work from outside law firms to in-house lawyers, and some large companies now staff transactions almost exclusively in-house. Although this transformation redefines the very nature of the business lawyer, scholars have largely ignored it. This article seeks to remedy that omission, using empirical evidence as well as economic theory to help explain why in-house lawyers are taking over, and whether they are likely to continue to take over, these functions and roles of outside lawyers. The findings are surprising, suggesting that in-house lawyers may now be performing as …
To Make Or To Buy: In-House Lawyering And Value Creation, Steven L. Schwarcz
To Make Or To Buy: In-House Lawyering And Value Creation, Steven L. Schwarcz
Steven L Schwarcz
No abstract provided.
Insider Waiting: The New Loophole Under 10b5-1, Maureen Mcgreevy
Insider Waiting: The New Loophole Under 10b5-1, Maureen Mcgreevy
Maureen McGreevy
In October, 2000, the Securities and Exchange Commission (SEC) enacted Rule 10b5-1 which provides an affirmative defense for individuals charged with insider trading. The Rule states that a person is not deemed to have traded on the basis of material non-public information if, before he or she gained knowledge of that material, non-public information, the person had entered into a trading plan under which he or she contracted to sell the securities in question. As a result of this rule, many corporate executives have established what have become to be known as 10b5-1 trading plans in order to protect themselves …
The Application Of Tax Treaties To Investment Funds, Niccolo Pallesi
The Application Of Tax Treaties To Investment Funds, Niccolo Pallesi
ExpressO
Among financial investors, investment funds are the ones that mostly have increased their importance in capital markets where the regulation on investment funds is still incipient. By using investment funds, individual investors can have the possibility to participate in various companies as well as in market places worldwide without the need of specific and elaborated knowledge of the same companies and markets. After an introductory chapter I start analyzing the definition and activity of an investment fund, attention is also paid to the UCITS regulation for European investment funds. In the next chapter I analyze how investment funds are taxed …
The Yukos Money Laundering Case: A Never-Ending Story, Dmitry Gololobov
The Yukos Money Laundering Case: A Never-Ending Story, Dmitry Gololobov
Michigan Journal of International Law
The Yukos case has unveiled the possible dangers of money laundering legislation in the hands of governments with transitional economies and weak democratic traditions. Even if the anti-money laundering laws of the country comply with international pronouncements to the letter, there are still a number of ways the laws could be used for the sole purpose of persecuting political opponents. In the Yukos case, the money laundering charges were interrelated with the charges of corporate tax evasion, which, taken separately, in Russia, represent a rather weak tool for suppressing the political opponents, but taken together they are perfect for the …
The Ideal Deal: How Local Governments Can Get More For Their Economic Development Dollar, Rachel Weber, David Santacroce
The Ideal Deal: How Local Governments Can Get More For Their Economic Development Dollar, Rachel Weber, David Santacroce
Books
This handbook is designed to provide local economic development practitioners with an important tool. It takes the reader step-by-step through the different elements of contracts that treat public incentive packages as a quid pro quo for public benefits. Each section discusses a different element of the ideal deal: valuation of public costs and benefits, performance standards, disclosure and oversight, and enforcement. In each section we provide detailed examples of model provisions used by local governments in their incentive legislation, ordinances, and contracts -- information that has not before been obtained or recorded in any systematic way. These examples are meant …
Efficient And Inefficient Debt Restructuring: A Comparative Analysis On Voting Rules In Workouts, Hyun Chul Lee
Efficient And Inefficient Debt Restructuring: A Comparative Analysis On Voting Rules In Workouts, Hyun Chul Lee
Hyun-Chul Lee
Two jurisdictions, Korea and America, have contrasting legal rules governing voting in workouts: Voting Mandating Rule and Voting Prohibition Rule. Voting in a bond workout has long been prohibited in the Trust Indenture Act of the United States. In stark contrast, Korea enacted a unique statute that mandated a voting scheme in workout in an effort to resolve corporate insolvencies crisis and incompetent bankruptcy institutions. Voting facilitates the completion of workouts, but it gives majority creditors an opportunity to disproportionately benefit from workouts. I explore the contrariness of the two seemingly unrelated statutes, and bring their respective implications for efficiency …
Legal Deterrence: The Foundation Of Corporate Governance—Evidence From China, Zhong Zhang Dr
Legal Deterrence: The Foundation Of Corporate Governance—Evidence From China, Zhong Zhang Dr
Zhong Zhang Dr
To evaluate the Chinese government’s recent market-orientated efforts to promote good corporate governance, this paper conducts a re-examination of the working mechanics for market competition and other market-based governance mechanisms to ensure good corporate governance. The finding is that the utility of market mechanisms may have been overstated. Not only are they not effective in disciplining serious one-off managerial misbehaviour which offers managers more gains than losses, even their limited value to discourage such misbehaviour as managerial shirking is also conditioned upon a successful curb on one-off misbehaviour. On the contrary, the importance of deterrence from legal liability may have …
How We Make Law In Delaware, And What To Expect From Us In The Future, Lawrence A. Hamermesh
How We Make Law In Delaware, And What To Expect From Us In The Future, Lawrence A. Hamermesh
Lawrence A. Hamermesh
No abstract provided.
Twilight In The Zone Of Insolvency: Fiduciary Duty And Creditors In Troubled Companies, Royce De R. Barondes, Lisa Fairfax, Lawrence A. Hamermesh, Robert Lawless, Jonathan C. Lipson, Russell C. Silberglied
Twilight In The Zone Of Insolvency: Fiduciary Duty And Creditors In Troubled Companies, Royce De R. Barondes, Lisa Fairfax, Lawrence A. Hamermesh, Robert Lawless, Jonathan C. Lipson, Russell C. Silberglied
Lawrence A. Hamermesh
No abstract provided.
To Disclose Or Not To Disclose. That Is The Question For The Corporate Fiduciary Who Is Also A Pension Plan Fiduciary Under Erisa: Resolving The Conflict Of Duty, Shelby D. Green
Elisabeth Haub School of Law Faculty Publications
This Article examines the seeming irreconcilable conflict faced by the pension plan fiduciary, who is a corporate insider, to disclose or not to disclose material, inside information to plan participants, who would use the information to divest investments in company stock, without disclosing the same information to persons on the other side of these trades. The Article begins with a general discussion of the regulation of trade in securities and the history of the insider trading laws under the Securities Exchange Act of 1934. Part III discusses the soundness of the prohibition against insider trading. Part IV explains the duties …
Insider Trading Laws And Stock Markets Around The World: An Empirical Contribution To The Theoretical Law And Economics Debate, Laura Nyantung Beny
Insider Trading Laws And Stock Markets Around The World: An Empirical Contribution To The Theoretical Law And Economics Debate, Laura Nyantung Beny
Articles
The primary goal of this Article is to bring empirical evidence to bear on the heretofore largely theoretical law and economics debate about insider trading. The Article first summarizes various agency, market, and contractual (or "Coasian") theories of insider trading propounded over the course of this longstanding debate. The Article then proposes three testable hypotheses regarding the relationship between insider trading laws and several measures of stock market performance. Exploiting the natural variation of international data, the Article finds that more stringent insider trading laws are generally associated with more dispersed equity ownership, greater stock price accuracy and greater stock …
Dividend Policy Inside The Multinational Firm, Mihir A. Desai, C. Fritz Foley, James R. Hines Jr.
Dividend Policy Inside The Multinational Firm, Mihir A. Desai, C. Fritz Foley, James R. Hines Jr.
Articles
This paper examines the determinants of profit repatriation policies for US multinational firms. Dividend repatriations are surprisingly persistent and resemble dividend payments to external shareholders. Tax considerations influence dividend repatriations, but not decisively, as differentially-taxed entities feature similar policies and some firms incur avoidable tax penalties. Parent companies requiring cash to fund domestic investments, or to pay dividends to common shareholders, draw on the resources of their foreign affiliates through repatriations. Incompletely controlled affiliates are more likely than others to make regular dividend payments and to trigger avoidable tax costs through repatriations. The results indicate that traditional corporate finance concerns …
Delaware Strikes Back: Newcastle Partners And The Fight For State Corporate Autonomy, Michael W. Ott
Delaware Strikes Back: Newcastle Partners And The Fight For State Corporate Autonomy, Michael W. Ott
Indiana Law Journal
No abstract provided.
The Missing Monitor In Corporate Governance: The Directors' And Officers' Liability Insurer, Tom Baker, Sean J. Griffith
The Missing Monitor In Corporate Governance: The Directors' And Officers' Liability Insurer, Tom Baker, Sean J. Griffith
All Faculty Scholarship
This article reports the results of empirical research on the monitoring role of directors’ and officers’ liability insurance (D&O insurance) companies in American corporate governance. Economic theory provides three reasons to expect D&O insurers to serve as corporate governance monitors: first, monitoring provides insurers with a way to manage moral hazard; second, monitoring provides benefits to shareholders who might not otherwise need the risk distribution that D&O insurance provides; and third, the “bonding” provided by risk distribution gives insurers a comparative advantage in monitoring. Nevertheless, we find that D&O insurers neither monitor corporate governance during the life of the insurance …
Boilerplate And Economic Power In Auto-Manufacturing Contracts, Omri Ben-Shahar, James J. White
Boilerplate And Economic Power In Auto-Manufacturing Contracts, Omri Ben-Shahar, James J. White
Book Chapters
This chapter examines the boilerplate contracts used by auto makers to procure parts from suppliers. It identifies drafting and negotiation techniques that are used to secure advantageous terms. It also explores some prominent specific arrangements as evidence that firms with bargaining power are exploiting their position to dictate self-serving but inefficient terms. Finally, it shows how standard contractual clauses solve the problem of ex-post hold-up by suppliers.
The Internal Markets Of Multinational Firms, Mihir A. Desai, C. Fritz Foley, James R. Hines Jr.
The Internal Markets Of Multinational Firms, Mihir A. Desai, C. Fritz Foley, James R. Hines Jr.
Articles
The rising economic importance of multinational firms has been accompanied by significant changes in their structure and functioning. Multinational firms, historically characterized as webs of autonomous subsidiaries spread across countries, now represent globally integrated production systems serving worldwide customers. These changes are manifest in the rising significance of intrafirm trade and financial flows for these firms. While there is extensive analysis of aggregate patterns in intrafirm flows of goods and capital, few firm-based studies examine the workings of the internal markets of multinational firms, largely because of the difficulty in accessing the necessary data. A number of our recent projects …
Taxation In Developing Countries: Some Recent Support And Challenges To The Conventional View, Reuven S. Avi-Yonah, Yoram Margolioth
Taxation In Developing Countries: Some Recent Support And Challenges To The Conventional View, Reuven S. Avi-Yonah, Yoram Margolioth
Articles
The general advice given by international institutions such as the International Monetary Fund (IMF) and the World Bank to developing countries over the past few decades has been to replace trade taxes with domestic consumption taxes, particularly value-added taxes (VAT), and to maintain relatively high corporate income tax rates. This article reviews recent literature that supports and challenges this conventional view.
Coolhunting The Law, Mark Fenster
Coolhunting The Law, Mark Fenster
UF Law Faculty Publications
In this essay, I want to use the image of the "coolhunter" to consider what Victor Fleischer has called the "branding moments" in a corporation's legal life -- specifically, those events, most notably in initial public offerings, in which a company, with the assistance of counsel, uses its legal infrastructure and corporate transactions to further its brand. This essay is a small effort to use Fleischer's work to think through these issues by focusing, in turn, on branding, on the various audiences for these branding moments, on the relationship between the brand and transparency norms, and, finally, on the role …
The Social Construction Of Sarbanes-Oxley, Donald C. Langevoort
The Social Construction Of Sarbanes-Oxley, Donald C. Langevoort
Georgetown Law Faculty Publications and Other Works
The closer one looks at SOX and its origins in the financial scandals of the early 2000s, the blurrier the picture, which lets commentators see what they want to see and draw inferences accordingly. That is why social construction is so crucial. My aim in this paper is to illuminate the social nature of SOX's diffusion into practice. I will leave to the reader the judgment about whether this has been or will be good or bad, and for whom. If I seem to challenge SOX's critics more than its supporters, it is because the critics have been more venomous …