Open Access. Powered by Scholars. Published by Universities.®
- Discipline
-
- Securities Law (20)
- Law and Politics (19)
- Banking and Finance Law (17)
- Business (15)
- Law and Psychology (15)
-
- Commercial Law (14)
- Law and Philosophy (14)
- Organizations Law (11)
- Law and Society (10)
- Bankruptcy Law (8)
- Legislation (8)
- Antitrust and Trade Regulation (7)
- International Law (7)
- Law and Economics (7)
- Legal Ethics and Professional Responsibility (7)
- Business Law, Public Responsibility, and Ethics (6)
- Labor and Employment Law (6)
- Litigation (6)
- State and Local Government Law (6)
- Tax Law (6)
- Agency (5)
- Business Administration, Management, and Operations (5)
- Comparative and Foreign Law (5)
- Courts (5)
- Intellectual Property Law (5)
- Business and Corporate Communications (4)
- Contracts (4)
- Health Law and Policy (4)
- Institution
-
- Ministry of Higher and Secondary Specialized Education of the Republic of Uzbekistan (17)
- Seattle University School of Law (14)
- Brooklyn Law School (11)
- University of Michigan Law School (10)
- DePaul University (6)
-
- University of Miami Law School (6)
- University of Missouri School of Law (6)
- Marquette University Law School (5)
- Pepperdine University (4)
- UC Law SF (4)
- Cornell University Law School (3)
- Fordham Law School (3)
- Notre Dame Law School (3)
- St. John's University School of Law (3)
- St. Mary's University (3)
- University of Georgia School of Law (3)
- University of Washington School of Law (3)
- Villanova University Charles Widger School of Law (3)
- Georgia State University College of Law (2)
- Loyola Marymount University and Loyola Law School (2)
- Nova Southeastern University (2)
- Osgoode Hall Law School of York University (2)
- Pace University (2)
- Texas A&M University School of Law (2)
- University of Maryland Francis King Carey School of Law (2)
- University of Nevada, Las Vegas -- William S. Boyd School of Law (2)
- University of Richmond (2)
- University of San Diego (2)
- Vanderbilt University Law School (2)
- William & Mary Law School (2)
- Keyword
-
- Shareholder (18)
- Corporation (15)
- Investment (15)
- Long-term (14)
- Short-term (14)
-
- Corporations (12)
- Horizon (7)
- Liability (7)
- Shareholders (7)
- Time (7)
- Fiduciary duties (5)
- Corporate governance (4)
- Business (3)
- Competence (3)
- Corporate Governance (3)
- Corporate law (3)
- Delaware (3)
- Disclosure (3)
- Entrepreneurship (3)
- Finance (3)
- Governance (3)
- Institutional investors (3)
- Joint-stock company (3)
- SEC (3)
- Securities (3)
- Sherman Act (3)
- United States (3)
- Wisconsin (3)
- Accountability (2)
- Activism (2)
- Publication
-
- Review of law sciences (17)
- Seattle University Law Review (14)
- Michigan Business & Entrepreneurial Law Review (8)
- Brooklyn Journal of Corporate, Financial & Commercial Law (7)
- DePaul Business & Commercial Law Journal (6)
-
- The Business, Entrepreneurship & Tax Law Review (6)
- University of Miami Business Law Review (6)
- Brooklyn Law Review (4)
- UC Law Business Journal (4)
- Fordham Journal of Corporate & Financial Law (3)
- Georgia Law Review (3)
- Marquette Intellectual Property Law Review (3)
- Notre Dame Law Review (3)
- The Journal of Business, Entrepreneurship & the Law (3)
- Villanova Law Review (3)
- Cornell Law Review (2)
- Georgia State University Law Review (2)
- Loyola of Los Angeles Law Review (2)
- Marquette Law Review (2)
- Maryland Law Review (2)
- Nevada Law Journal (2)
- Nova Law Review (2)
- Osgoode Hall Law Journal (2)
- Pace Law Review (2)
- St. John's Law Review (2)
- St. Mary's Journal on Legal Malpractice & Ethics (2)
- Texas A&M Law Review (2)
- University of Richmond Law Review (2)
- Vanderbilt Law Review (2)
- Washington Law Review (2)
Articles 1 - 30 of 144
Full-Text Articles in Business Organizations Law
Entrepreneurship In Free Economic Zones: Topical Issues Of Its Development, T. Umarov
Entrepreneurship In Free Economic Zones: Topical Issues Of Its Development, T. Umarov
Review of law sciences
In the article, the author considers issues of the tendency of entrepreneurial activity in free economic zones and massive flow of direct foreign investments in those areas. Suggestions and recommendations for enhancing the law enforcement practice are put forward.
"Flaw-Backs:" Executive Compensation Clawbacks And Their Costly Flaw, Connor Douglas Maag
"Flaw-Backs:" Executive Compensation Clawbacks And Their Costly Flaw, Connor Douglas Maag
The Journal of Business, Entrepreneurship & the Law
Saving money should not be expensive. Compensation “clawbacks” are a legal mechanism for companies to reclaim employee compensation, but the legislative framework is complex and disorganized. There are four primary federal claw-back provisions: Sarbanes-Oxley § 304, Dodd-Frank § 954, 12 U.S.C.A. § 5221(TARP), and Dodd-Frank § 956—as well as voluntary contractual clawback policies. This comment untangles the web of clawback legislation by overlaying each clawback mechanism to extract a single, clear, and concise description of executive compensation clawbacks, called the “Comprehensive Clawback Coverage.” The Comprehensive Clawback Coverage reveals a major flaw in the legal and regulatory framework: clawbacks increase agency …
Failed Anti-Activist Legislation: The Curious Case Of The Brokaw Act, Alon Brav, J.B. Heaton, Jonathan Zandberg
Failed Anti-Activist Legislation: The Curious Case Of The Brokaw Act, Alon Brav, J.B. Heaton, Jonathan Zandberg
The Journal of Business, Entrepreneurship & the Law
The Brokaw Act was proposed legislation aimed at “financial abuses being carried out by activist hedge funds who promote short-term gains at the expense of long-term growth . . . .” Sponsoring Senators named it after a small town in Wisconsin that, according to the Act’s sponsors, was decimated by the actions of a hedge fund activist in shutting down the local paper mill with a loss of hundreds of jobs. The Brokaw Act represented the first attempt at federal legislation aimed at restricting hedge fund activism. Since then, new and similar bipartisan proposals have appeared as have threats of …
Are Passive Index Funds Active Owners? Corporate Governance Consequences Of Passive Investing, Giovanni Strampelli
Are Passive Index Funds Active Owners? Corporate Governance Consequences Of Passive Investing, Giovanni Strampelli
San Diego Law Review
The exponential rise of mutual funds designed to track stock indices has been one of the drivers behind the re-concentration of ownership of listed companies in the United States. Because of the high concentration of the passive index funds industry, the three leading passive fund managers—BlackRock, Vanguard, and State Street—make up an increasingly important component of the shareholder base of listed companies. In spite of this however, it remains questionable whether they are actually interested in playing an active role in the corporate governance of investee companies. In fact, although passive investors are, by definition, focused on the long term …
Conflicts Of Interest And Law-Firm Structure, Cassandra Burke Robertson
Conflicts Of Interest And Law-Firm Structure, Cassandra Burke Robertson
St. Mary's Journal on Legal Malpractice & Ethics
Business and law are increasingly practiced on a transnational scale, and law firms are adopting new business structures in order to compete on this global playing field. Over the last decade, global law firms have merged into so-called “mega-brands” or “mega-firms”—that is, associations of national or regional law firms that join together under a single brand worldwide. For law firms, the most common mega-firm structure has been the Swiss verein, though the English “Company Limited by Guarantee” structure is growing in popularity as well, as is the similar “European Economic Interest Grouping.” All of these structures allow related entities to …
The Perils Of Philanthrocapitalism, Eric Franklin Amarante
The Perils Of Philanthrocapitalism, Eric Franklin Amarante
Maryland Law Review
For over a century, philosophers, politicians, and sociologists have bemoaned philanthropy’s inherent antidemocratic, paternalistic, and amateuristic aspects. The antidemocratic nature of philanthropy is self-evident: When a wealthy person determines the best way to address a societal problem without the input of either society at large or the intended beneficiaries of the philanthropy, the result is a deficit of democracy. Philanthropy’s amateurism stems from the illogical belief that wealthy individuals ought to address some of the world’s most complex and intransigent problems simply because they successfully amassed a fortune in the private sector. The paternalism critique focuses on the assumption that …
Hitting Rewind: The Supreme Court Of Pennsylvania In Trust Under Agreement Of Taylor Signals A Move Away From Modern Developments Of Trust Law By Requiring More Stringent Standards For Corporate Trustee Removal, Ryan J. Ahrens
Villanova Law Review
No abstract provided.
Get Back: The Delaware Supreme Court Discourages Appraisal Arbitrage In Dfc Global Corporation V. Muirfield Value Partners, L.P., Abraham Schneider
Get Back: The Delaware Supreme Court Discourages Appraisal Arbitrage In Dfc Global Corporation V. Muirfield Value Partners, L.P., Abraham Schneider
Villanova Law Review
No abstract provided.
Business And Commercial Litigation In Federal Courts (4th Ed.) Edited By Robert L. Haig, James M. Wicks
Business And Commercial Litigation In Federal Courts (4th Ed.) Edited By Robert L. Haig, James M. Wicks
St. John's Law Review
(Excerpt)
Four years ago, I reviewed Business and Commercial Litigation in Federal Courts (3d ed.), concluding then that notwithstanding the dwindling “brick-and-mortar,” traditional law libraries, this multi-volume treatise is a worthy tool in the arsenal of the business litigator. Well, now nineteen years after its inception, the treatise, Business and Commercial Litigation in Federal Courts (4th ed.) (“BCL”), is in its Fourth Edition, having added twenty-five new chapters leading to three more volumes. Is it still worth the shelf space? Unquestionably, this landmark treatise remains an essential guide for commercial litigators and in-house counsel alike. The addition of the new …
Will Delaware Be Different? An Empirical Study Of Tc Heartland And The Shift To Defendant Choice Of Venue, Ofer Eldar, Neel U. Sukhatme
Will Delaware Be Different? An Empirical Study Of Tc Heartland And The Shift To Defendant Choice Of Venue, Ofer Eldar, Neel U. Sukhatme
Cornell Law Review
Why do some venues evolve into litigation havens while others do not? Venues might compete for litigation for various reasons, like enhancing their judges’ prestige and increasing revenues for the local bar. This competition is framed by the party that chooses the venue. Whether plaintiffs or defendants primarily choose venue is crucial because, we argue, the two scenarios are not symmetrical.
The Supreme Court’s recent decision in TC Heartland LLC v. Kraft Foods LLC illustrates this dynamic. There, the Court effectively shifted venue choice in many patent infringement cases from plaintiffs to corporate defendants. We use TC Heartland to empirically …
Getting Their Fix: Doctor's Dependency On Big Pharma, Larissa Tiller
Getting Their Fix: Doctor's Dependency On Big Pharma, Larissa Tiller
The Business, Entrepreneurship & Tax Law Review
Section 6002 of the Affordable Care Act, also known as the “Sunshine Act,” was intended to stop corrupt practices within the medical community by requiring pharmaceutical and medical device manufacturers to disclose all transfers of value of a certain amount made between them and physicians. This article suggests that the better solution to stopping corrupt practices is to ban some transfers all together.
A Rule-Based Method For Comparing Corporate Laws, Lynn M. Lopucki
A Rule-Based Method For Comparing Corporate Laws, Lynn M. Lopucki
Notre Dame Law Review
Part I explains the processes for specifying a Scenario. It introduces the Scenario that will serve as the illustration in the remainder of this Article—a comparison of the liability of directors for the exercise of poor judgment in a Delaware corporation with the corresponding liability in a United Kingdom public limited company. Part II explains and illustrates the necessity of selecting specific entity types for comparison. Part III describes and illustrates the method for resolving the Scenario in both jurisdictions. Part IV explains and illustrates the novel process for close comparison—the extraction, juxtaposition, and comparison of decisional rules from the …
Corporate And Business Law, Christopher L. Mclean
Corporate And Business Law, Christopher L. Mclean
University of Richmond Law Review
The past two years have produced a number of pieces of legislation from the Virginia General Assembly that serve to bring the set of Virginia business entity statutes up to date with its peers around the country. Part I highlights changes to the Virginia Stock Corporation Act (“VSCA”) and the Virginia Nonstock Corporation Act (“VNSCA”). Part II highlights changes to the Virginia Securities Act (“VSA”) and other statutes affecting Virginia business entities. Part III reviews two significant cases that the Supreme Court of Virginia decided over the past two years with respect to Virginia corporate law. Those decisions provided guidance …
Private Ordering In The Old Dominion: A Solution To Frivolous Litigation Or The Elimination Of A Fundamental Shareholder Right?, Rebekah Biggs
Private Ordering In The Old Dominion: A Solution To Frivolous Litigation Or The Elimination Of A Fundamental Shareholder Right?, Rebekah Biggs
University of Richmond Law Review
No abstract provided.
The Elephant In The Room: Helping Delaware Courts Develop Law To End Systemic Short-Term Bias In Corporate Decision-Making, Kenneth Mcneil, Keith Johnson
The Elephant In The Room: Helping Delaware Courts Develop Law To End Systemic Short-Term Bias In Corporate Decision-Making, Kenneth Mcneil, Keith Johnson
Michigan Business & Entrepreneurial Law Review
Short-termism in corporate decision-making is as problematic for long-term investors as relying on a three-mile radar on a supertanker. It is totally inadequate for handling the long-term risks and opportunities faced by the modern corporation. Yet recent empirical research shows that up to 85% of the S&P 1500 have no long-term planning. This is costing pension funds and other long-term investors dearly. For instance, the small minority of companies that do long-term planning and risk management had a long-term profitability that was 81% higher than their peers during the 2001–2014 period—with less stock volatility that costs investors dearly as well. …
The Suitability Of South Africa's Business Rescue Procedure In The Reorganization Of Small-To-Medium-Sized Enterprises: Lessons From Chapter 11 Of The United States Bankruptcy Code., Mikovhe Maphiri
Michigan Business & Entrepreneurial Law Review
South African small- to medium-sized enterprises (“SMEs”) are the bread and butter of our economy. Providing much-needed employment and developing the skills of historically disadvantaged persons formally and informally are some of the most significant benefits of SMEs in a developing country such as South Africa. However, despite these significant contributions to the socioeconomic development of the country, SMEs generally have the lowest survival rates in the world as compared to large enterprises globally, resulting in high rates of business failure and the loss of jobs which these entities create. The Companies Act of 2008 replaces the previous judicial management …
The Persistent Appeal Of S Corporations: How Tax Cuts Might Not Help Small Corporations, Manas Kumar
The Persistent Appeal Of S Corporations: How Tax Cuts Might Not Help Small Corporations, Manas Kumar
Michigan Business & Entrepreneurial Law Review
This Note will first review the tax preferences for entity choice under the old tax regime for the sake of context. It will then compare the tax benefits of electing to C and S corporation status under the regime created by the Act. The Note will conclude with an analysis of the factors sustaining the tax appeal of pass-through firms for lower-earning businesses with special attention to the largely unaltered state of tax law and business entity choice. It proposes that the Act did not sufficiently reform the Internal Revenue Code to close up the tax advantage that high-earning corporations …
The Pharma Barons: Corporate Law's Dangerous New Race To The Bottom In The Pharmaceutical Industry, Eugene Mccarthy
The Pharma Barons: Corporate Law's Dangerous New Race To The Bottom In The Pharmaceutical Industry, Eugene Mccarthy
Michigan Business & Entrepreneurial Law Review
In this Article, I argue that drug companies have created a highly profitable but dangerous business model by employing the same legal tactics as the nineteenth-century “robber barons,” the group of financiers who orchestrated corporate law’s infamous race to the bottom. Like these historical financiers, drug company executives have captured the legal apparatus and regulatory bodies that oversee them. In so doing, they have transformed the law from a system of governance into a set of enabling doctrines. The pharmaceutical industry has turned legislation intended to protect the public into a legal justification for marketing ineffective and unsafe prescription drugs. …
Sustainable Finance & China’S Green Credit Reforms: A Test Case For Bank Monitoring Of Environmental Risk, Virginia Harper Ho
Sustainable Finance & China’S Green Credit Reforms: A Test Case For Bank Monitoring Of Environmental Risk, Virginia Harper Ho
Cornell International Law Journal
In the past few years, the focus of international organizations on sustainable finance— the integration of environmental, social, and governance (“ESG”) considerations into global financial systems— has intensified because of its potential to promote financial stability, better risk assessment, and more efficient allocation of capital. The success of these efforts depends in part on whether banks and other financial institutions can manage, price, and monitor environmental risk.
This Article offers new answers to this question from China— one of the most important global test sites for sustainable finance. Corporate governance theory suggests that creditor monitoring can promote managerial accountability and …
Front Matter, Michigan Business & Entrepreneurial Law Review
Front Matter, Michigan Business & Entrepreneurial Law Review
Michigan Business & Entrepreneurial Law Review
Front matter for Volume 8, Issue 1 of the Michigan Business & Entrepreneurial Law Review.
Solely Beneficial: How Benefit Corporations May Change The Duty Of Care Analysis For Traditional Corporate Directors In Delaware, Dustin Womack
Solely Beneficial: How Benefit Corporations May Change The Duty Of Care Analysis For Traditional Corporate Directors In Delaware, Dustin Womack
Michigan Business & Entrepreneurial Law Review
Rather than adding to the voluminous literature assessing the necessity of benefit corporations themselves or the possible liability of their directors, this Note concerns itself only with how benefit corporations will impact the fiduciary duty of care analysis for the directors of traditional corporations constituted in the state of Delaware. Further, this Note is only concerned with liability arising from claims alleging that a day-to-day directorial decision resulted in a breach of the duty of care. As such, this Note does not address any other potential liability predicated on other situations or duties. Finally, this Note provides general background information …
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 …
If You Climb Into Bed With Your Business Partner, The Court Might Climb In, Too: The Delaware Supreme Court's Cautionary Tale Of Acrimonious Engagement And Corporate Deadlock In Shawe V. Elting, Lauren G. Debona
Villanova Law Review
No abstract provided.
Center-Left Politics And Corporate Governance: What Is The "Progressive" Agenda?, Christopher M. Bruner
Center-Left Politics And Corporate Governance: What Is The "Progressive" Agenda?, Christopher M. Bruner
BYU Law Review
No abstract provided.
General Characteristic And Features Of Tax Payments By Small Business Entities, B. Normatov
General Characteristic And Features Of Tax Payments By Small Business Entities, B. Normatov
Review of law sciences
The article analyzes small business and its types, the order of taxation for small firms, the types of taxes paid by small businesses and their features.