Business Organizations Law Commons^™

Shareholder Wealth Maximization As Means To An End, Robert P. Bartlett, Iii

Robert Bartlett

In several recent cases, the Delaware Chancery Court has emphasized that where a conflict of interest exists between holders of a company’s common stock and holders of its preferred stock, the standard of conduct for directors requires that they strive to maximize the value of the corporation for the benefit of its common stockholders rather than for its preferred stockholders. This article interrogates this view of directors’ fiduciary duties from the perspective of incomplete contracting theory. Building on the seminal work of Sanford Grossman and Oliver Hart, incomplete contracting theory examines the critical role of corporate control rights for addressing …

Corporations And Commercial Speech, Ron Collins, Mark Lopez, Tamara Piety, David Vladeck

Tamara R. Piety

Today's discussion will be about a rather famous case-actually, a non-case, Nike v. Kasky.

How To Sufficiently Consider Efficiency, Competition, And Capital Formation In The Wake Of Business Roundtable, Ian D. Ghrist

Ian D. Ghrist

This article applies ideas from the Law and Economics movement to the D.C. Circuit's 2011 decision in Business Roundtable v. Securities and Exchange Commission. The article lays out a framework for cost-benefit analysis that, if followed, should increase new rules' chances of surviving the heightened arbitrary and capricious review standard imposed by the National Securities Markets Improvement Act of 1996.

The Dodd-Frank Act comprises the broadest financial reforms since the 1930s. The Act, however, makes surprisingly few important decisions and instead, almost exclusively defers to agency rulemaking or the creation of a new organization. The Act mandates the promulgation of …

Should Corporations Have First Amendment Rights?, Kent Greenfield, Daniel Greenwood, Erik Jaffe

Kent Greenfield

As Professor Winkler correctly stated, current doctrine emphasizes the rights of listeners rather than the identity of corporate speakers. My argument is, in effect, that this emphasis misses the key point. But I will not deal with listeners directly. I am simply going to assume, rather than argue, that if corporate advertising were ineffective in influencing voters or legislators, normal market processes would eliminate it. I'm going to take it for granted that when corporations speak, it makes a difference in the actual results.

Notes: Director’S Statutory Action In New York, Sidney Kwestel

Sidney Kwestel

No abstract provided.

The Corporatization Of Communication, Eric Chiappinelli, Adam Candeub, Jeffrey Chester, Lawrence Soley

Lawrence Soley

Our next panel discusses the corporatization of communication.

What Is The Sound Of A Corporation Speaking? How The Cognitive Theory Of Metaphor Can Help Lawyers Shape The Law, Linda L. Berger

Linda L. Berger

No abstract provided.