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Full-Text Articles in Banking and Finance Law
The Modern Corporation Magnified: Managerial Accountability In Financial Services Holding Companies, Anita Krug
The Modern Corporation Magnified: Managerial Accountability In Financial Services Holding Companies, Anita Krug
All Faculty Scholarship
This Article first recalls the primary contours of Adolf Berle and Gardiner Means’s acclaimed observations regarding the separation of ownership and control in the “modern corporation,” as well as their conclusions about the implications of those observations for the doctrine of shareholder primacy. Second, the Article describes how the activities of FSHCs generally differ from what we think corporations do and, certainly, from what Berle and Means conceived of as the purpose of corporations or, indeed, any business enterprise. Third, this Article articulates how those business activities render more acute the problem of the separation of ownership and control that …
Lawyer Liability In Third Party Situations: The Meaning Of The Kaye Scholar Case, Geoffrey C. Hazard Jr.
Lawyer Liability In Third Party Situations: The Meaning Of The Kaye Scholar Case, Geoffrey C. Hazard Jr.
All Faculty Scholarship
The Kaye Scholer I case has excited much attention and alarm within the legal profession. 2 It is interpreted as greatly expanding the scope of lawyer liability to third parties and heralding much greater regulatory intervention into the relationship between lawyer and client. In some respects this interpretation is accurate. The Kaye Scholer proceeding is at least a "wake up call" to the legal profession, signalling that lawyers should be much more attentive to their legal and ethical obligations in transactional and regulatory matters. However, there is also much misunderstanding about Kaye Scholer, particularly the supposition that it created novel …