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Articles 1 - 30 of 30
Full-Text Articles in Legal Profession
Seeking Shelter In The Minefield Ofunintended Consequences - The Traps Oflimited Liability Law Firms, Susan Saab Fortney
Seeking Shelter In The Minefield Ofunintended Consequences - The Traps Oflimited Liability Law Firms, Susan Saab Fortney
Susan S. Fortney
No abstract provided.
Rebellious Strains In Transactional Lawyering For Underserved Entrepreneurs And Community Groups, Paul R. Tremblay
Rebellious Strains In Transactional Lawyering For Underserved Entrepreneurs And Community Groups, Paul R. Tremblay
Paul R. Tremblay
In his 1992 book Rebellious Lawyering: One Chicano’s Vision of Progressive Law Practice, Gerald Lopez disrupted the conventional understandings of what it meant to be an effective poverty lawyer or public interest attorney. His critiques and prescriptions were aimed at litigators and lawyers similarly engaged in struggles for social change. His book did not address the role of progressive transactional lawyers. Today, transactional lawyers working in underserved communities are far more common. This Essay seeks to apply Lopez’s critiques to the work of those practitioners. I argue here that transactional legal services, or TLS, on behalf of subordinated clients achieves …
Uk Alternative Business Structures For Legal Practice: Emerging Models And Lessons For The Us, Judith A. Mcmorrow
Uk Alternative Business Structures For Legal Practice: Emerging Models And Lessons For The Us, Judith A. Mcmorrow
Judith A. McMorrow
Alternative Business Structure (ABS) law firms in the United Kingdom allow for non-lawyer owners and investors. This Article analyzes several new U.K. ABS law firms and offers an optimistic assessment of the benefits of these new firm models. ABS firms have created systems that improve legal services for the target clients and have mitigated the negative aspects of lawyer-centric thinking that pervades many traditional firms. ABS firm structure has provided access to capital to allow for investment in employee development and creative use of technology. The ABS form has brought some unregulated activities under the control of regulators and created …
Rethinking The Nature Of The Firm: The Corporation As A Governance Object, Peer Zumbansen
Rethinking The Nature Of The Firm: The Corporation As A Governance Object, Peer Zumbansen
Peer Zumbansen
This Article attempts to bridge two discourses—corporate governance and contract governance. Regarding the latter, a group of scholars has recently set out to develop a more comprehensive research agenda to explore the governance dimensions of contractual relations, highlighting the potential of contract theory to develop a more encompassing theory of social and economic transactions. While a renewed interest in the contribution of economic theory for a concept of contract governance drives one dimension of this research, another part of this undertaking has been to move contract theory closer to theories of social organization. Here, these scholars emphasize the “social” or …
Financial Hospitals: Defending The Fed’S Role As A Market Maker Of Last Resort, José Gabilondo
Financial Hospitals: Defending The Fed’S Role As A Market Maker Of Last Resort, José Gabilondo
José Gabilondo
During the last financial crisis, what should the Federal Reserve (the Fed) have done when lenders stopped making loans, even to borrowers with sterling credit and strong collateral? Because the central bank is the last resort for funding, the conventional answer had been to lend freely at a penalty rate against good collateral, as Walter Bagehot suggested in 1873 about the Bank of England. Acting thus as a lender of last resort, the central bank will keep solvent banks liquid but let insolvent banks go out of business, as they should. The Fed tried this, but when the conventional wisdom …
Salomon Redux: The Moralities Of Business, Allan C. Hutchinson, Ian Langlois
Salomon Redux: The Moralities Of Business, Allan C. Hutchinson, Ian Langlois
Allan C. Hutchinson
In this Essay, we revisit the Salomon case and its related litigation not only from a legal standpoint but also from a broader moral perspective. 4 In the second Part, we offer a detailed context for and account of the Salomon litigation. The third Part focuses on the historical roots of the corporation and the judicial arguments in Salomon. In the fourth Part, we explore the moral and legal consequences of the Salomon decision. Throughout the Essay, our ambition will be not only to give the Salomon case a more contextual and richer spin but also to tackle the relationship …
High Drama And Hindsight: The Llp Shield Post-Anderson, Susan Saab Fortney
High Drama And Hindsight: The Llp Shield Post-Anderson, Susan Saab Fortney
Susan S. Fortney
This article explores several disadvantages associated with limited liability partnerships (LLPs) in the wake of the Anderson-Enron debacle. The article explains how conversion to LLP from a traditional partnership may undercut the incentive for partners to devote time and resources to monitoring and risk management activities. Additionally, the article notes that conflicts may arise regarding the payment of debts when a firm, without sufficient malpractice insurance, converts to an LLP. The article delves into the exodus problem caused by the lack of partners’ commitment to the firm. The article also describes the tension between partners over malpractice insurance decisions that …
Tales Of Two Regimes For Regulating Limited Liability Law Firms In The Us And Australia: Client Protection And Risk Management Lessons, Susan Saab Fortney
Tales Of Two Regimes For Regulating Limited Liability Law Firms In The Us And Australia: Client Protection And Risk Management Lessons, Susan Saab Fortney
Susan S. Fortney
This essay contrasts the regimes that allow limited liability partnerships in the US and fully incorporated legal practices in Australia. The essay argues that Australia has taken advantage of an opportunity to develop innovative and necessary regulation of law firm ethical infrastructure with the introduction of incorporated legal practices, but the United States has not yet adequately addressed the consumer and ethical risks of limited liability partnerships. This essay raises the issue of whether Australia’s requirement that incorporated law firms should implement “appropriate management systems” to ensure ethical conduct is a model that could fruitfully be applied to all law …
Foreword, 39 J. Marshall L. Rev. I (2006), Debra Pogrund Stark
Foreword, 39 J. Marshall L. Rev. I (2006), Debra Pogrund Stark
Debra Pogrund Stark
No abstract provided.
The Citizen Shareholder: Modernizing The Agency Paradigm To Reflect How And Why A Majority Of Americans Invest In The Market, Anne Tucker
Anne Tucker
This Article examines corporate law from the perspective of personal investment and discusses the economic realities of modern investments in order to understand the role of shareholders within the agency paradigm. Corporate law, its scholars, and suggested reforms traditionally focus on the internal organization of the corporation. For example, agency principles inform corporate law by acknowledging a potential conflict of interest between the managers and shareholders of a corporation. Reforms such as increased shareholder voting rights and proxy access, which seek to give shareholders a more direct means to make their interests known to managers, illustrate corporate law’s focus on …
Limits Of Disclosure, Steven M. Davidoff, Claire A. Hill
Limits Of Disclosure, Steven M. Davidoff, Claire A. Hill
Steven Davidoff Solomon
One big focus of attention, criticism, and proposals for reform in the aftermath of the 2008 financial crisis has been securities disclosure. Many commentators have emphasized the complexity of the securities being sold, arguing that no one could understand the disclosure. Some observers have noted that disclosures were sometimes false or incomplete. What follows these issues, to some commentators, is that, whatever other lessons we may learn from the crisis, we need to improve disclosure. How should it be improved? Commentators often lament the frailties of human understanding, notably including those of everyday retail investors—people who do not understand or …
Confronting The Peppercorn Settlement In Merger Litigation: An Empirical Analysis And A Proposal For Reform, Jill E. Fisch, Sean J. Griffith, Steven M. Davidoff
Confronting The Peppercorn Settlement In Merger Litigation: An Empirical Analysis And A Proposal For Reform, Jill E. Fisch, Sean J. Griffith, Steven M. Davidoff
Steven Davidoff Solomon
Shareholder litigation challenging corporate mergers is ubiquitous, with the likelihood of a shareholder suit exceeding 90%. The value of this litigation, however, is questionable. The vast majority of merger cases settle for nothing more than supplemental disclosures in the merger proxy statement. The attorneys that bring these lawsuits are compensated for their efforts with a court-awarded fee. This leads critics to charge that merger litigation benefits only the lawyers who bring the claims, not the shareholders they represent. In response, defenders of merger litigation argue that the lawsuits serve a useful oversight function and that the improved disclosures that result …
Intermediaries Revisited: Is Efficient Certification Consistent With Profit Maximization?, Jonathan M. Barnett
Intermediaries Revisited: Is Efficient Certification Consistent With Profit Maximization?, Jonathan M. Barnett
Jonathan M Barnett
Private certification mechanisms are a key component of the regulatory infrastructure in the financial sector and other commercial settings. It is generally assumed that certification intermediaries have profit-based incentives to deliver accurate information to the certified market. But this view does not account for repeated failures in certification markets. Those failures can be explained by an inherent defect in the incentive structure of certification intermediaries: entry barriers both support and undermine the consistent supply of accurate information to the certified market. Certification markets tend to converge on a handful of providers protected by switching costs, product opacity and reputational noise. …
Certification Drag: The Opinion Puzzle And Other Transactional Curiosities, Jonathan Barnett
Certification Drag: The Opinion Puzzle And Other Transactional Curiosities, Jonathan Barnett
Jonathan M Barnett
The law-and-economics literature typically depicts certification intermediaries, such as law firms, auditors, underwriters, investment banks and rating agencies, as socially valuable market participants who ameliorate informational asymmetries that would otherwise distort pricing or transaction structures. This standard view is incomplete. Using the example of the “closing opinion”, a third-party legal opinion commonly delivered at the consummation of a variety of business transactions, I argue that intermediaries, even when operating under substantially competitive conditions and in sophisticated market settings, may supply widely consumed certification products that fail to mitigate informational asymmetries while increasing transaction costs. Based on the highly qualified language …
Remembering George Michaely, Lawrence J. Trautman, Stanley Sporkin, John A. Dudley
Remembering George Michaely, Lawrence J. Trautman, Stanley Sporkin, John A. Dudley
Lawrence J. Trautman Sr.
This short essay is a memorial tribute about George P. Michaely, Jr. (1926 to 2014). After graduating from both the University of Notre Dame and its law school, he began his legal career, serving for approximately seven years as attorney in the Office of General Counsel. He was then appointed Chief Counsel of the Commission’s Division of Corporation Finance, where he served for approximately the next four years and was responsible for advising the Commission and the public concerning the interpretation of the statutory provisions and rules relating to the registration provisions of the Securities Act of 1933 and the …
The Evolution Of The Digital Millennium Copyright Act; Changing Interpretations Of The Dmca And Future Implications For Copyright Holders, Hillary A. Henderson
The Evolution Of The Digital Millennium Copyright Act; Changing Interpretations Of The Dmca And Future Implications For Copyright Holders, Hillary A. Henderson
Hillary A Henderson
Copyright law rewards an artificial monopoly to individual authors for their creations. This reward is based on the belief that, by granting authors the exclusive right to reproduce their works, they receive an incentive and means to create, which in turn advances the welfare of the general public by “promoting the progress of science and useful arts.” Copyright protection subsists . . . in original works of authorship fixed in any tangible medium of expression, now known or later developed, from which they can be perceived, reproduced, or otherwise communicated, either directly or with the aid of a machine or …
Teaching Business Law Through An Entrepreneurial Lens, Michelle M. Harner
Teaching Business Law Through An Entrepreneurial Lens, Michelle M. Harner
Michelle M. Harner
The legal market has changed. Although change creates uncertainty and fear, it also can create opportunity. This essay explores the opportunity for innovation in the business law curriculum, and the role of simulation to help create more practice-aware new lawyers.
Will Law Firms Go Public?, Roberta S. Karmel
Will Law Firms Go Public?, Roberta S. Karmel
Roberta S. Karmel
Law in the United States is a big business and big law firms are a global business. Currently, under rules of the American Bar Association (ABA) and most states law, firms are not allowed either to include non-lawyers as partners or accept equity investments from non-lawyers. This Article will argue that (even if law firms retain the form of partnerships) they eventually will accept investments from third parties, and possibly even go public, but this development could lead to a loss of professionalism, as it has with other industries, and could also lead to the end of self-regulation. Among the …
The Law Of Corporate Purpose, David Yosifon
The Law Of Corporate Purpose, David Yosifon
David G. Yosifon
Delaware corporate law requires corporate directors to manage firms for the benefit of shareholders, and not for any other constituency. Delaware jurists have been clear about this in their case law, and they are not coy about it in extra-judicial settings, such as speeches directed at law students and practicing members of the corporate bar. Nevertheless, the reader of leading corporate law scholarship is continually exposed to the scholarly assertion that the law is ambiguous or ambivalent on this point, or even that case law affirmatively empowers directors to pursue non-shareholder interests. It is shocking, and troubling, for corporate law …
The Social Responsibility Of Corporate Law Professors, Lyman P.Q. Johnson
The Social Responsibility Of Corporate Law Professors, Lyman P.Q. Johnson
Lyman P. Q. Johnson
Most statements of corporate social responsibility focus on the responsibilities of corporate decision makers or their advisors Professor Johnson argues that corporate law professors-the persons who educate the students who will become lawyers counseling corporate decision makers-also have a social responsibility. He believes that professors should find various ways to raise the subject of corporate social responsibility in the basic corporations course, and he advocates rejecting a classroom approach that addresses only shareholder-manager relations After describing several possible ways to do this, Professor Johnson spotlights fiduciary laws as a fruitful area to enrich student understandings of director duties in a …
Corporate Indemnification And Advancement Provisions, Good Faith, And The Responsibility Of Corporate Attorneys To Protect The Corporation From Misconduct, Markena Diane Peavy
Corporate Indemnification And Advancement Provisions, Good Faith, And The Responsibility Of Corporate Attorneys To Protect The Corporation From Misconduct, Markena Diane Peavy
Markena D. Peavy
The last decade of corporate scandals has exposed that corporations are vulnerable to corruption and exploitation, which has significant and lasting effects on the national and global economy. This article examines the corporate attorney’s responsibility to serve as “gatekeeper” for the corporation, primarily in circumstances where the interests of corporate officials and the interests of the corporation are in direct conflict, and Section 145 of the Delaware General Corporation Law, which governs the indemnification and advancement rights of corporate officers and the confines of the corporation’s power to confer such rights. Delaware courts have long established that indemnification is to …
El Derecho De Sucesiones Se Debe Atemperar A Los Cambios De La Sociedad Del Siglo Xxi, Edward Ivan Cueva
El Derecho De Sucesiones Se Debe Atemperar A Los Cambios De La Sociedad Del Siglo Xxi, Edward Ivan Cueva
Edward Ivan Cueva
No abstract provided.
Combining Forces: The Joint Defense Agreement In Civil Litigation, Stephen Messer
Combining Forces: The Joint Defense Agreement In Civil Litigation, Stephen Messer
Stephen Messer
From day one of law school aspiring lawyers are taught that information shared in confidence between a lawyer and his client is confidential. Although all lawyers are well aware of this, surprisingly few know that conversations with a client and someone else's lawyer can also be privileged. This is what happens when a joint defense agreement is created; Joint defense agreements extend the attorney client privilege throughout the entire defense camp in cases where multiple defendants and their counsel have common interests in the litigation. This often overlooked, yet highly effective legal strategy may serve as a valuable tool for …
Just The Facts: Solving The Corporate Privilege Waiver Dilemma, Don R. Berthiaume
Just The Facts: Solving The Corporate Privilege Waiver Dilemma, Don R. Berthiaume
Don R Berthiaume
How can corporations provide “just the facts” — which are, in fact, not privileged — without waiving the attorney client privilege and work product protection? This article argues for an addition to the Federal Rules of Criminal Procedure based upon Rule 30(b)(6) of the Federal Rules of Civil Procedure, which allows civil litigants to issue a subpoena to an organization and cause them to “designate one or more officers, directors, or managing agents, or designate other persons who consent to testify on its behalf … about information known or reasonably available to the organization.”[6] Why should we look to Fed. …
La Cesión De Derechos En El Código Civil Peruano, Edward Ivan Cueva
La Cesión De Derechos En El Código Civil Peruano, Edward Ivan Cueva
Edward Ivan Cueva
La Cesión de Derechos en el Código Civil Peruano
Algunos Apuntes En Torno A La Prescripción Extintiva Y La Caducidad, Edward Ivan Cueva
Algunos Apuntes En Torno A La Prescripción Extintiva Y La Caducidad, Edward Ivan Cueva
Edward Ivan Cueva
No abstract provided.
Manual De Derecho Procesal Civil, Edward Ivan Cueva
Manual De Derecho Procesal Civil, Edward Ivan Cueva
Edward Ivan Cueva
No abstract provided.
Teoría General De La Prueba Judicial, Edward Ivan Cueva
Teoría General De La Prueba Judicial, Edward Ivan Cueva
Edward Ivan Cueva
No abstract provided.
Nociones Generales De Derecho Procesal Civil, Edward Ivan Cueva
Nociones Generales De Derecho Procesal Civil, Edward Ivan Cueva
Edward Ivan Cueva
No abstract provided.
Fundamentos Del Derecho Procesal Civil, Edward Ivan Cueva
Fundamentos Del Derecho Procesal Civil, Edward Ivan Cueva
Edward Ivan Cueva
No abstract provided.