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- Corporate Governance; Shareholder Value; Stakeholder Theory; Corporate Decision-Making; Enlightened Sovereign Control (1)
- Corporate Law; Accountability; Corporate Governance; Governance Procedure; Bankruptcy; Insolvency; Incumbent Management; Management; Good Governance; Deference; Shareholders; CEO; Market Control; Agency Cost; (1)
- Federal Securities Law; Securities; Securities Law; Information; Informational Asymmetries; Financial Distress; Credit Default Swaps; CDS; Decoupling; Compliance; Final Period; Class Action Certification; Rule 10b-5; Management's Discussion and Analysis; Disclosure Requirements; Extra-company; Decoupling Activities; Information Asymmetry; Third-party Activities; Public Information; Empty Creditors; Bankrupt; Bankruptcy Law; Default; Net Short; Norske Skog; Hovnanian; Windstream Services; GSO Capital Partners (1)
- Fiduciary Duty; Bankruptcy; Bankruptch Trustee's Administration; Trustee; Bankruptcy Code; Bankruptcy Claims Trading; Bankruptcy M&A; Fiduciary Duties; Commodore; Debtor-in-possession; Trustee Duties (1)
- Pregancy Discrimination Act; Parental Leave; Parental Leave Policy; Title VII; Men; Parental Leave for Men; Title VII Claim; EEOC; Parental Bonding Leave; Employment Discrimination; Pregnancy-Related Disability Leave; Childbirth; Estee Lauder; JP Morgan; Family Medical Leave Act; Disability Period; Caregiver Leave; Primary Caregiver; Secondary Caregiver (1)
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- Secured Credit; Subsidiaries; Inefficiency; Fraud; Asset Partitioning; Non-transparency; Corporate Disclosure; Corporate Structure; Allocation of Assets; Affiliates; Enforcement; Secured Creditor Model; Secured Credit Law; Credit Security Transparency; Commericial Transaction; Corporation; International Finance; Corporate Responsibility; Transparency (1)
- Shareholder Rights; Board of Directors; Bankruptcy; Fiduciary Duty; Heightened Fiduciary Duty; Sale of Control; Chapter 11; Control Rights; Restructuring; Penny Warrant; Private Placement; Redistribution of Benefits; Bankruptcy Procedure; Peabody Energy; Seadrill; CGG SA; Reorganization Plan; Control Transaction; Corporate Law (1)
Articles 1 - 7 of 7
Full-Text Articles in Business Organizations Law
Corporate Distress, Credit Default Swaps, And Defaults: Information And Traditional, Contingent, And Empty Creditors, Henry T. C. Hu
Corporate Distress, Credit Default Swaps, And Defaults: Information And Traditional, Contingent, And Empty Creditors, Henry T. C. Hu
Brooklyn Journal of Corporate, Financial & Commercial Law
Federal securities law seeks to ensure the quality and quantity of information that corporations make publicly available. Informational asymmetries associated with companies in financial distress, but not in bankruptcy, have received little attention. This Article explores some important asymmetries in this context that are curious in their origin, nature, and impact. The asymmetries are especially curious because of the impact of a world with credit default swaps (CDS) and CDS-driven debt “decoupling.” The Article explores two categories of asymmetries. The first relates to information on the company itself. Here, the Article suggests there is fresh evidence for the belief that …
Transparency In Corporate Groups, Jay Lawrence Westbrook
Transparency In Corporate Groups, Jay Lawrence Westbrook
Brooklyn Journal of Corporate, Financial & Commercial Law
This Article addresses a remarkable blind spot in American law: the failure to apply the well-established principles of secured credit to prevent inefficiency, confusion, and fraud in the manipulation of the webs of subsidiaries within corporate groups. In particular, “asset partitioning” has been a fashionable subject in which the central problem of non-transparency has been often mentioned but little addressed. This Article offers a concept for a new system of corporate disclosure for the benefit of creditors and other stakeholders. It would require disclosure of corporate structures and allocations of assets among affiliates to the extent the affiliates are to …
Bankruptcy Fiduciary Duties In The World Of Claims Trading, John A. E. Pottow
Bankruptcy Fiduciary Duties In The World Of Claims Trading, John A. E. Pottow
Brooklyn Journal of Corporate, Financial & Commercial Law
In earlier work, I explored the role of fiduciary duties in the bankruptcy trustee’s administration of a debtor’s estate, noting the absence of any explicit demarcation of those duties in the Bankruptcy Code. In this piece, I report the highlights of that analysis and see to what extent (if any) fiduciary duties can inform policy prescriptions for the issue of bankruptcy claims trading, colorfully referred to by some as the world of “bankruptcy M&A.” My initial take is pessimistic. Fiduciary duties, at least as traditionally conceived in bankruptcy, are unlikely to provide much help. But there is still a source …
Corporate Governance And Bankruptcy, Daniel J.H. Greenwood
Corporate Governance And Bankruptcy, Daniel J.H. Greenwood
Brooklyn Journal of Corporate, Financial & Commercial Law
Ordinary corporate law invests enormous authority in corporate leaders, largely without accountability either to those they govern or to the judiciary, in defiance of much of what we know about effective governance procedure. Instead, we rely on the markets in which the corporation participates as the primary check on incumbent officials. Regardless of whether relying on markets is sufficient in the ordinary course, corporate insolvency is the markets’ verdict that incumbent management has failed. Accordingly, in bankruptcy and insolvency more generally, the law ought to abandon its ordinary deference to the corporate powers that be and instead impose standard good …
Private Benefits Without Control? Modern Chapter 11 And The Market For Corporate Control, Oscar Couwenberg, Stephen J. Lubben
Private Benefits Without Control? Modern Chapter 11 And The Market For Corporate Control, Oscar Couwenberg, Stephen J. Lubben
Brooklyn Journal of Corporate, Financial & Commercial Law
Outside of bankruptcy, a board of directors’ decision to take control rights away from existing shareholders and grant them to another is subject to heightened fiduciary duties. As the sale of control represents a kind of end game, shareholders have one last chance to realize the full value for their investment. In such a context, their interests warrant special protection. A similar sale of control can happen in a chapter 11 procedure when a bankruptcy plan revamps the capital structure of the firm. In such a restructuring of the firm, control rights can be newly created, redefined and redistributed to …
Dads Are Parents, Too: Why Amending The Pregnancy Discrimination Act Is Necessary For Courts To Determine If A Parental Leave Policy Violates Title Vii, Krista Gay
Brooklyn Journal of Corporate, Financial & Commercial Law
To attract millennials desiring a work-life balance, large companies have begun to offer new parent leave to both male and female employees and commonly offer longer leave to women than men. Although a company may offer pregnancy disability leave to women without offering similar leave to men, if the company classifies the leave as parental bonding leave, it must be offered equally. If it is not, as highlighted by recent lawsuits against JP Morgan and Estée Lauder, a Title VII claim can arise. Historically, courts have had difficulty deciding if such a policy does in fact violate Title VII, because …
The Corporate Law Dilemma And The Enlightened Sovereign Control Paradigm: In Search Of A New Legal Framework, Vincenzo Bavoso
The Corporate Law Dilemma And The Enlightened Sovereign Control Paradigm: In Search Of A New Legal Framework, Vincenzo Bavoso
Brooklyn Journal of Corporate, Financial & Commercial Law
This Article is centered on the proposal of a new model of corporate decision-making: the enlightened sovereign control paradigm. In revisiting the long-standing academic debate on the corporate objective, typically enshrined in the dichotomy between shareholder value and stakeholder theory, a critique of these existing models is put forward. In particular, it questions the ability of the existing theories to take account of the complex and multidimensional risks that are created by the company which affect different constituencies both inside and outside the company. While the global financial crisis of 2008 reignited the urgency to further define an appropriate legal …