Open Access. Powered by Scholars. Published by Universities.®
- Institution
- Publication Year
Articles 1 - 28 of 28
Full-Text Articles in Securities Law
#Metoo And The Corporation In Popular Culture, Brenda Cossman
#Metoo And The Corporation In Popular Culture, Brenda Cossman
Seattle University Law Review
#MeToo’s initial virtual explosion in the fall of 2017 was very much about Hollywood, with famous actresses speaking out against famous producers, media moguls and celebrities, exposing the ubiquity of sexual harassment and sexual violence in and around the entertainment industry. Since then, #MeToo has made its way into Hollywood representations without much irony. Films and television shows have explicitly taken up the #MeToo themes, exploring issues of sexual harassment and violence and its afterlives. Many television shows, from the relaunched version of Murphy Brown to Brooklyn Nine-Nine to The Good Fight have incorporated #MeToo themes into episodes exploring the …
Crashing The Boards: A Comparative Analysis Of The Boxing Out Of Women On Boards In The United States And Canada, Diana C. Nicholls Mutter
Crashing The Boards: A Comparative Analysis Of The Boxing Out Of Women On Boards In The United States And Canada, Diana C. Nicholls Mutter
The Journal of Business, Entrepreneurship & the Law
This paper will first provide a critical, comparative look at the Canadian and the federal American responses to the under-representation of women on boards of large, publicly traded corporations. There will be a discussion about the competing conceptions which emerge in addressing the regulation of women on boards in the United States and Canada and why each jurisdiction implemented its policy when it did. The conceptions arising out of questions about under-representation of women on boards tend to fall within two categories: business case rationales and normative rationales. Given the competing conceptions of this issue, this paper will attempt to …
On The Origins Of The Modern Corporation And Private Property, Bernard C. Beaudreau
On The Origins Of The Modern Corporation And Private Property, Bernard C. Beaudreau
Seattle University Law Review
The Modern Corporation and Private Property (MCPP) by Adolf A. Berle Jr. and Gardiner Means, published in 1932, is undisputedly the most influential work ever written in the field of corporate governance. In a nutshell, Berle and Means argued that corporate control had been usurped by a new class of managers, the result of which included (1) shareholder loss of control (a basic property right), (2) questionable corporate objectives and behavior, and (3) the potential breakdown of the market mechanism. In this paper, I examine the origins of MCPP, paying particular attention to the authors’ underlying motives. I argue that …
Berle X: Berle And His World: An Homage To William W. Bratton, Charles R. T. O'Kelley
Berle X: Berle And His World: An Homage To William W. Bratton, Charles R. T. O'Kelley
Seattle University Law Review
An introduction to the Berle X symposium, honoring William W. (Bill) Bratton.
“In Time Of Stress, A Civilization Pauses To Take Stock Of Itself”: Adolf A. Berle And The Modern Corporation From The New Era To 1933, Mark Hendrickson
“In Time Of Stress, A Civilization Pauses To Take Stock Of Itself”: Adolf A. Berle And The Modern Corporation From The New Era To 1933, Mark Hendrickson
Seattle University Law Review
This Article demonstrates three things. First, an examination of Berle’s work and thinking in this critical period reveals the ways in which public problems and the need to “know capitalism,” to borrow a phrase from Mary Furner, converged in the post-WWI era in remarkable and unprecedented ways that would shape New Deal and post-New Deal politics and policy. Berle’s gift for synthesizing evidence and constructing narratives that explained complex events were particularly well suited to this era that prized the expert. Second, identifying a problem and developing a persuasive narrative is one thing, but finding solutions is another. Berle joined …
Quasi Governments And Inchoate Law: Berle’S Vision Of Limits On Corporate Power, Elizabeth Pollman
Quasi Governments And Inchoate Law: Berle’S Vision Of Limits On Corporate Power, Elizabeth Pollman
Seattle University Law Review
This Berle X Symposium essay gives prominence to distinguished corporate law scholar Adolf A. Berle, Jr. and his key writings of the 1950s and 1960s. Berle is most famous for his work decades earlier, in the 1930s, with Gardiner Means on the topic of the separation of ownership and control, and for his great debate of corporate social responsibility with E. Merrick Dodd. Yet the world was inching closer to our contemporary one in terms of both business and technology in Berle’s later years and his work from this period deserves attention.
The ‘Berle And Means Corporation’ In Historical Perspective, Eric Hilt
The ‘Berle And Means Corporation’ In Historical Perspective, Eric Hilt
Seattle University Law Review
This Article presents new evidence on the evolution of the business corporation in America and on the emergence of what is commonly termed the “Berle and Means corporation.” Drawing on a wide range of sources, I investigate three major historical claims of The Modern Corporation: that large corporations had displaced small ones by the early twentieth century; that the quasi-public corporations of the 1930s were much larger than the public corporations of the nineteenth century; and that ownership was separated from control to a much greater extent in the 1930s compared to the nineteenth century. I address each of these …
“All Lawyers Are Somewhat Suspect”: Adolf A. Berle And The Modern Legal Profession, Harwell Wells
“All Lawyers Are Somewhat Suspect”: Adolf A. Berle And The Modern Legal Profession, Harwell Wells
Seattle University Law Review
Adolf A. Berle was perhaps the preeminent scholar of the modern corporation. He was also an occasional scholar of the modern legal profession. This Article surveys his writings on the legal profession from the 1930s to the 1960s, from the sharp criticisms he leveled at lawyers, particularly corporate lawyers, during the Great Depression, to his sunnier account of the lawyer’s role in the postwar era. I argue that Berle’s views were shaped both by the reformist tradition he inherited from Louis Brandeis and his writings on the corporation, which left him convinced that the fate of the legal profession would …
Collected Lectures And Talks On Corporate Law, Legal Theory, History, Finance, And Governance, William W. Bratton
Collected Lectures And Talks On Corporate Law, Legal Theory, History, Finance, And Governance, William W. Bratton
Seattle University Law Review
A collection of eighteen speeches and lectures, from 2003 to 2018, discussing and expanding on the writings and theories of Adolf Berle and Gardiner Means.
Is The Independent Director Model Broken?, Roberta S. Karmel
Is The Independent Director Model Broken?, Roberta S. Karmel
Seattle University Law Review
At common law, an interested director was barred from participating in corporate decisions in which he had an interest, and therefore “dis-interested” directors became desirable. This concept of the disinterested director developed into the model of an “independent director” and was advocated by the Securities and Exchange Commission and court decisions as a general ideal in a variety of situations. This Article explores doubts regarding the model of an “independent director” and suggests that director expertise may be more important that director independence. The Article then discusses shareholder primacy and sets forth alternatives to the shareholder primacy theory of the …
Reves Revisited, Janet Kerr, Karen M. Eisenhauer
Reves Revisited, Janet Kerr, Karen M. Eisenhauer
Pepperdine Law Review
No abstract provided.
Revising Federal Securityholder Communication Rules To Respond To Pension Funds' Increasing Market Presence, Kenneth R. Lehman
Revising Federal Securityholder Communication Rules To Respond To Pension Funds' Increasing Market Presence, Kenneth R. Lehman
Pepperdine Law Review
No abstract provided.
Collateral Participant Liability Under State Securities Laws, Douglas M. Branson
Collateral Participant Liability Under State Securities Laws, Douglas M. Branson
Pepperdine Law Review
No abstract provided.
Interpreting Nonshareholder Constituency Statutes, Stephen M. Bainbridge
Interpreting Nonshareholder Constituency Statutes, Stephen M. Bainbridge
Pepperdine Law Review
No abstract provided.
Regulatory Conflicts: International Tender And Exchange Offers In The 1990s, John C. Maguire
Regulatory Conflicts: International Tender And Exchange Offers In The 1990s, John C. Maguire
Pepperdine Law Review
No abstract provided.
Mandatory Class Action Lawsuits As A Restructuring Technique, Bryant B. Edwards, Jeffrey A. Herbst, Selina K. Hewitt
Mandatory Class Action Lawsuits As A Restructuring Technique, Bryant B. Edwards, Jeffrey A. Herbst, Selina K. Hewitt
Pepperdine Law Review
No abstract provided.
Corporate Governance: Some Unasked Questions A Personal Commentary, Henry Lesser
Corporate Governance: Some Unasked Questions A Personal Commentary, Henry Lesser
Pepperdine Law Review
No abstract provided.
Foreword, Marc I. Steinberg
How Long Can This Go On? The Controversy Over The Application Of The Statute Of Limitations To S Corporations And Their Shareholders, J. Marcus Sommers
How Long Can This Go On? The Controversy Over The Application Of The Statute Of Limitations To S Corporations And Their Shareholders, J. Marcus Sommers
Pepperdine Law Review
No abstract provided.
Determining The Proper Pleading Standard Under The Private Securities Litigation Reform Act Of 1995 After In Re Silicon Graphics , Erin Brady
Pepperdine Law Review
No abstract provided.
Theories Of The Corporation And The Limited Liability Company: How Should Courts And Legislatures Articulate Rules For Piercing The Veil, Fiduciary Responsibility And Securities Regulation For The Limited Liability Company, David L. Cohen
Oklahoma Law Review
No abstract provided.
Corporate Pro-Choice: New York Assumes An Anti-Takover Position, Paula Walter
Corporate Pro-Choice: New York Assumes An Anti-Takover Position, Paula Walter
Touro Law Review
No abstract provided.
Forming A Subsidiary In The European Common Market, Alfred F. Conard
Forming A Subsidiary In The European Common Market, Alfred F. Conard
Michigan Law Review
The appearance of a new market which is open to free enterprise and contains almost as many customers as the United States has opened immense opportunities to American enterprises, with their unique experience in mass production and mass marketing. General counsel for large American enterprises are confronted with a new need for some understanding of the problems of organizing subsidiary companies in this new market. The present article is written to supply an introduction to the legal factors which bear on solutions of these problems.
Corporations - Stock Transfer - Enforceability Of Restrictions On Right Of Transfer When Not Stated On Certificate, L. Ronald Modlin
Corporations - Stock Transfer - Enforceability Of Restrictions On Right Of Transfer When Not Stated On Certificate, L. Ronald Modlin
Michigan Law Review
A by-Iaw of defendant corporation provided that no stockholder could sell his shares unless he first offered them for sale to the corporation or its directors. The by-law also stated that this restriction should be printed on the stock certificates and would thereupon bind all present or future owners or holders. The corporation never complied with this latter provision. Plaintiff, having knowledge of the by-law restriction, purchased two shares of the corporation's stock, but these shares were not first offered for sale to the corporation or its directors. When the corporation refused to transfer the shares, plaintiff sued to compel …
Corporations - Capital And Stock - Applicability Of Restrictions On Transfer Of Stock To Transfer Caused By Death, Robert P. Luciano
Corporations - Capital And Stock - Applicability Of Restrictions On Transfer Of Stock To Transfer Caused By Death, Robert P. Luciano
Michigan Law Review
The stock of the Taylor Trunk Company, with the exception of the two shares now in controversy, was divided equally between two brothers, the remaining two shares having been held by a third brother now deceased. A by-law provided: "That no transfer or sale of the stock of the Company can be made without first offering said stock for sale to the remaining stockholders. . . ." The administrator with will annexed and the legatee of the decedent sought in this action to have the two shares of stock owned by decedent at his death transferred on the books of …
Corporations - Stockholders - Availability Of Federal Remedy As Basis For Denial Of Attorney Fees In Derivative Action, Jerome Prewoznik
Corporations - Stockholders - Availability Of Federal Remedy As Basis For Denial Of Attorney Fees In Derivative Action, Jerome Prewoznik
Michigan Law Review
Defendants were directors of Merritt, Chapman and Scott Corporation and of Montgomery Ward & Co., Inc. simultaneously. Plaintiff, a stockholder in Merritt, instituted a derivative suit to compel the resignation of defendants from their positions with Ward on the ground that an interlocking directorate existed making Merritt subject to criminal and civil prosecution under federal law. Defendants resigned before judgment. Plaintiff, arguing that its suit was the cause of the resignations and that Merritt was thereby benefited, moved for an award of counsel fees to be assessed against Merritt. Held, application for counsel fee denied. Plaintiff could have achieved …
Corporations - Officers And Directors - Agreement Interfering With Management By Board Of Directors, Edward H. Hoenicke S.Ed.
Corporations - Officers And Directors - Agreement Interfering With Management By Board Of Directors, Edward H. Hoenicke S.Ed.
Michigan Law Review
Plaintiffs, minority stockholders in a closely held corporation, asked that the court declare invalid an agreement between the majority stockholders and their "agent-directors" for the management of the business. The agreement provided that for ten years the stock of the parties to the agreement would be voted as a unit as any seven of the agents should direct or, if they could not agree, as directed by an arbitrator chosen by them. The agents were to be elected to the board of directors by the stockholders who appointed them. Under a cumulative voting provision, the parties to the agreement had …
Corporations - Sale Of Assets As A Means Of Avoiding State Constitutional Limitation On Corporate Life, Judson M. Werbelow
Corporations - Sale Of Assets As A Means Of Avoiding State Constitutional Limitation On Corporate Life, Judson M. Werbelow
Michigan Law Review
Defendant, a Michigan corporation, was incorporated in 1923 for a term of thirty years, the maximum term permitted by the Michigan constitution. Shortly before this thirty-year term was to expire, majority and minority stockholders engaged in unsuccessful negotiations, each group attempting to purchase the other's interest in the corporation. A special stockholders' meeting was then called to consider a proposed renewal of the corporate term. This proposal failed to gamer the vote of two-thirds of the outstanding shares which was required for approval. The attorneys representing the majority shareholders proceeded to organize a dummy corporation, which in tum offered the …