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Articles 1 - 28 of 28
Full-Text Articles in Business Organizations Law
Temporary Securities Regulation, Anita K. Krug
Temporary Securities Regulation, Anita K. Krug
Washington and Lee Law Review
In times of crisis, including during the 2020–2021 global pandemic, the U.S. Securities and Exchange Commission (SEC) has engaged in a type of securities regulation that few scholars have acknowledged, let alone evaluated. Specifically, during recent market crises, the SEC adopted rules that are temporary, designed to help the securities markets and their participants— both public companies and public investment funds, such as mutual funds and ETFs—weather the crisis at hand but go no further. Once that goal has been accomplished, these rules usually expire, replaced by the permanent rules that they temporarily supplanted. Although the temporary-rulemaking endeavor is laudable—and …
The Independent Board As Shield, Gregory H. Shill
The Independent Board As Shield, Gregory H. Shill
Washington and Lee Law Review
The fiduciary duty of loyalty bars CEOs and other executives from managing companies for personal gain. In the modern public corporation, this restriction is reinforced by a pair of institutions: the independent board of directors and the business judgment rule. In isolation, each structure arguably promotes manager fidelity to shareholder interests—but together, they enable manager prioritization. This marks a particularly striking turn for the independent board. Its origin story and raison d’être lie in protecting shareholders from opportunism by managers, but it functions as a shield for managers instead.
Numerous defects in the design and practice of the independent board …
Real Insider Trading, Michael A. Perino
Real Insider Trading, Michael A. Perino
Washington and Lee Law Review
In popular rhetoric, insider trading cases are about leveling the playing field between elite market participants and ordinary investors. Academic critiques vary. Some depict an untethered insider trading doctrine that enforcers use to expand their power and enhance their discretion. Others see enforcers beset with agency cost problems who bring predominantly simple, easily resolved cases to create the veneer of vigorous enforcement. The debate has, to this point, been based mostly on anecdote and conjecture rather than empirical evidence. This Article addresses that gap by collecting extensive data on 465 individual defendants in civil, criminal, and administrative actions to assess …
Adversarial Failure, Benjamin P. Edwards
Adversarial Failure, Benjamin P. Edwards
Washington and Lee Law Review
Investors, industry firms, and regulators all rely on vital public records to assess risk and evaluate securities industry personnel. Despite the information’s importance, an arbitration-facilitated expungement process now regularly deletes these public records. Often, these arbitrations recommend that public information be deleted without any true adversary ever providing any critical scrutiny to the requests. In essence, poorly informed arbitrators facilitate removing public information out of public databases. Interventions aimed at surfacing information may yield better informed decisions. Although similar problems have emerged in other contexts when adversarial systems break down, the expungement process to purge information about financial professionals provides …
Social Activism Through Shareholder Activism, Lisa M. Fairfax
Social Activism Through Shareholder Activism, Lisa M. Fairfax
Washington and Lee Law Review
This article is based on the author's keynote address at the 2018-2019 Lara D. Gass Annual Symposium: Civil Rights and Shareholder Activism at Washington and Lee University School of Law, February 15, 2019.
In 1952, the SEC altered the shareholder proposal rule to exclude proposals made “primarily for the purpose of promoting general economic, political, racial, religious, social or similar causes.” The SEC did not reference civil rights activist James Peck or otherwise acknowledge that its actions were prompted by Peck’s 1951 shareholder proposal to Greyhound for desegregating seating. Instead, the SEC indicated that its change simply reflected a codification …
From Public Policy To Materiality: Non-Financial Reporting, Shareholder Engagement, And Rule 14a-8’S Ordinary Business Exception, Virginia Harper Ho
From Public Policy To Materiality: Non-Financial Reporting, Shareholder Engagement, And Rule 14a-8’S Ordinary Business Exception, Virginia Harper Ho
Washington and Lee Law Review
This article builds upon the author's remarks at the 2018-2019 Lara D. Gass Annual Symposium: Civil Rights and Shareholder Activism at Washington and Lee University School of Law, February 15, 2019.
In 2017, shareholder proposals urging corporate boards to report on their climate-related risk made headlines when they earned majority support from investors at ExxonMobil, Occidental Petroleum, and PPL. The key to this historic vote was the support of Blackrock, State Street, and Vanguard, which broke with management and cast their votes behind the proposals. The 2018 proxy season saw several more climate-related proposals earn majority support, and in 2018 …
Chancery’S Greatest Decision: Historical Insights On Civil Rights And The Future Of Shareholder Activism, Omari Scott Simmons
Chancery’S Greatest Decision: Historical Insights On Civil Rights And The Future Of Shareholder Activism, Omari Scott Simmons
Washington and Lee Law Review
This article builds upon the author's remarks at the 2018-2019 Lara D. Gass Annual Symposium: Civil Rights and Shareholder Activism at Washington and Lee University School of Law, February 15, 2019.
Shareholder activism—using an equity stake in a corporation to influence management—has become a popular tool to effectuate social change in the twenty-first century. Increasingly, activists are looking beyond financial performance to demand better corporate performance in such areas as economic inequality, civil rights, human rights, discrimination, and diversity. These efforts take many forms: publicity campaigns, litigation, proxy battles, shareholder resolutions, and negotiations with corporate management. However, a consensus on …
Docket Dividends: Growth In Shareholder Litigation Leads To Refinements In Chancery Procedures, Donald F. Parsons Jr., Jason S. Tyler
Docket Dividends: Growth In Shareholder Litigation Leads To Refinements In Chancery Procedures, Donald F. Parsons Jr., Jason S. Tyler
Washington and Lee Law Review
No abstract provided.
Contingent Capital In Executive Compensation, Wulf A. Kaal
Contingent Capital In Executive Compensation, Wulf A. Kaal
Washington and Lee Law Review
Contingent capital has great potential to improve corporate governance in Systemically Important Financial Institutions (SIFIs). Early initiatives by European SIFIs to include contingent convertible bonds in executive compensation packages lack governance-improving designs. This Article suggests the use of contingent convertible bonds with an early conversion trigger in executive compensation. The proposal adds an important element to the literature on inside debt and the creditor-centered approach to executive compensation. Contingent convertible bonds with early triggers could be preferable to other debt instruments because, in addition to lowering income inequality and increasing sustainability, the early trigger design can improve incentives for executives …
"Patient Capital": Can Delaware Corporate Law Help Revive It?, Jack B. Jacobs
"Patient Capital": Can Delaware Corporate Law Help Revive It?, Jack B. Jacobs
Washington and Lee Law Review
No abstract provided.
Option Backdating And Its Implications, Jesse M. Fried
Option Backdating And Its Implications, Jesse M. Fried
Washington and Lee Law Review
Thousands of U.S. companies appear to have secretly backdated stock options. This Article analyzes three forms of secret option backdating: (1) the backdating of executives' option grants; (2) the backdating of nonexecutive employees' option grants; and (3) the backdating of executives' option exercises. It shows that each type of backdating less likely reflects arm's length contracting than a desire to inflate and camouflage executive pay. Secret backdating thus provides further evidence that pay arrangements have been shaped by executives' influence over their boards. The fact that so many firms continued to secretly backdate after the Sarbanes-Oxley Act, in blatant violation …
Comment: Corporate Governance And The "D-Word", Thomas W. Joo
Comment: Corporate Governance And The "D-Word", Thomas W. Joo
Washington and Lee Law Review
No abstract provided.
Shareholders As Proxies: The Contours Of Shareholder Democracy, Dalia Tsuk Mitchell
Shareholders As Proxies: The Contours Of Shareholder Democracy, Dalia Tsuk Mitchell
Washington and Lee Law Review
No abstract provided.
The Separation Of Ownership And Control In Modem Corporations: Shareholder Democracy Or Shareholder Republic? A Commentary On Dalia Tsuk Mitchell's Shareholders As Proxies. The Contours Of Shareholder Democracy, Lucas E. Morel
Washington and Lee Law Review
No abstract provided.
Take It Slow: A Novel Concept In The Life Of Sarbanes-Oxley, D. Skylar Rosenbloom
Take It Slow: A Novel Concept In The Life Of Sarbanes-Oxley, D. Skylar Rosenbloom
Washington and Lee Law Review
No abstract provided.
Modern Partnership Interests As Securities: The Effect Of Rupa, Rulpa, And Llp Statutes On Investment Contract Analysis, James B. Porter
Modern Partnership Interests As Securities: The Effect Of Rupa, Rulpa, And Llp Statutes On Investment Contract Analysis, James B. Porter
Washington and Lee Law Review
No abstract provided.
Form And Substance In The Definition Of A "Security": The Case Of Limited Liability Companies, Larry E. Ribstein
Form And Substance In The Definition Of A "Security": The Case Of Limited Liability Companies, Larry E. Ribstein
Washington and Lee Law Review
No abstract provided.
Iii. Corporate & Securities Law
Vii. Corporate & Securities Law
Virginia's Affiliated Transactions Article: The Death Of Two-Tiered Takeovers In Virginia?
Virginia's Affiliated Transactions Article: The Death Of Two-Tiered Takeovers In Virginia?
Washington and Lee Law Review
No abstract provided.
Employee Equity Incentive Plans For Small Companies: A Proposal For A Specific Registration Exemption From The 1933 Act
Washington and Lee Law Review
No abstract provided.
The Sale Of Business Doctrine: Judicial Exemption From The Federal Securities Laws
The Sale Of Business Doctrine: Judicial Exemption From The Federal Securities Laws
Washington and Lee Law Review
No abstract provided.
Corporate Morality And Management Buyouts
Corporate Morality And Management Buyouts
Washington and Lee Law Review
No abstract provided.
Developments In Corporate Takeover Techniques: Creeping Tender Offers, Lockup Arrangements, And Standstill Agreements
Washington and Lee Law Review
No abstract provided.
Director And Audit Committee Responsibilities Relating To Perquisites, Charles B. Tomm
Director And Audit Committee Responsibilities Relating To Perquisites, Charles B. Tomm
Washington and Lee Law Review
No abstract provided.
Enforcement Of Proxy Regulations In Parent-Subsidiary Mergers
Enforcement Of Proxy Regulations In Parent-Subsidiary Mergers
Washington and Lee Law Review
No abstract provided.
Subchapter S And The One Class Of Stock Requirement
Subchapter S And The One Class Of Stock Requirement
Washington and Lee Law Review
No abstract provided.