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Business Organizations Law

2009

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Articles 1 - 30 of 56

Full-Text Articles in Securities Law

Contemporary Legal Transplants: Legal Families And The Diffusion Of (Corporate) Law, Holger Spamann Spamann Dec 2009

Contemporary Legal Transplants: Legal Families And The Diffusion Of (Corporate) Law, Holger Spamann Spamann

BYU Law Review

No abstract provided.


Conference On Delaware Fiduciary Duty Of Good Faith After Disney: Meaningful Or Mickey Mouse, Renee Jones Nov 2009

Conference On Delaware Fiduciary Duty Of Good Faith After Disney: Meaningful Or Mickey Mouse, Renee Jones

Renee Jones

No abstract provided.


Will The Sec Survive Financial Regulatory Reform?, Renee Jones Oct 2009

Will The Sec Survive Financial Regulatory Reform?, Renee Jones

Renee Jones

No abstract provided.


Conference On The Past, Present, And Future Of The Sec, Renee Jones Oct 2009

Conference On The Past, Present, And Future Of The Sec, Renee Jones

Renee Jones

No abstract provided.


The Decisions Of The Corporate Special Litigation Committees: An Empirical Investigation, Minor Myers Oct 2009

The Decisions Of The Corporate Special Litigation Committees: An Empirical Investigation, Minor Myers

Indiana Law Journal

Using an original data set gathered from filings with the U.S. Securities and Exchange Commission, this Article tests the prevailing view in corporate law that special litigation committees invariably decide to dismiss shareholder derivative litigation. It demonstrates that (1) special litigation committees decide to pursue or settle claims much more frequently than heretofore recognized; (2) special litigation committees do not otherwise let defendants off the hook when pursuing or settling claims, in view of the financial recovery to the company in either scenario; (3) most shareholder claims subject to the authority of special litigation committees end up settled, not ...


Regulate Otc Derivatives By Deregulating Them, Lynn A. Stout Oct 2009

Regulate Otc Derivatives By Deregulating Them, Lynn A. Stout

Cornell Law Faculty Publications

When credit markets froze up in the fall of 2008, many economists pronounced the crisis inexplicable and unforeseeable. Lawyers who specialize in financial regulation, and especially the small cadre who specialize in derivatives regulation, knew better.That's because the roots of the catastrophe lay not in changes in the markets, but changes in the law. In particular, the credit crisis can be traced to Congress's 2000 passage of the Commodity Futures Modernization Act, which radically altered the traditional legal approach to financial derivatives.

This shift in the legal treatment of financial derivatives has brought the banking system to ...


The Future Of Financial Regulation, Renee Jones Sep 2009

The Future Of Financial Regulation, Renee Jones

Renee Jones

No abstract provided.


Legitimacy And Corporate Law: The Case For Regulatory Redundancy, Renee M. Jones Aug 2009

Legitimacy And Corporate Law: The Case For Regulatory Redundancy, Renee M. Jones

Boston College Law School Faculty Papers

This article provides a democratic assessment of the corporate law making structure in the United States. It draws upon the basic democratic principle that those affected by legal rules should have a voice in determining the substance of those rules. Although other commentators have noted certain undemocratic aspects of corporate law, this Article is the first to present a comprehensive assessment of the corporate regulatory structure from the perspective of democracy. It departs from prior accounts by looking past the states' role to consider the ways that federal regulation shores up the legitimacy of the overarching structure. This focus on ...


The Supreme Court’S Impact On Securities Class Actions: An Empirical Assessment Of Tellabs, Adam C. Pritchard, Stephen Choi Aug 2009

The Supreme Court’S Impact On Securities Class Actions: An Empirical Assessment Of Tellabs, Adam C. Pritchard, Stephen Choi

Law & Economics Working Papers Archive: 2003-2009

Using a sample of securities fraud class actions filed between 2003 and 2007, we study the impact of a widely-followed Supreme Court decision from that period, Tellabs, Inc. v. Makor Issues & Rights, Ltd., 551 U.S. 308 (2007). This decision clarified the law with respect to one of the most hotly contested issues in securities litigation: pleading scienter. The Tellabs decision reversed a very lenient Seventh Circuit decision with respect to pleading scienter, but replaced it with a standard that is nonetheless relatively generous to plaintiffs. Looking at opinions resolving motions to dismiss decided before and after that decision, we ...


Why Financial Regulatory Overhaul Is Overrated, Renee Jones Jul 2009

Why Financial Regulatory Overhaul Is Overrated, Renee Jones

Renee Jones

No abstract provided.


Give Smaller Companies A Choice: Solving Sarbanes-Oxley Section 404 Inefficiency, Paul P. Arnold Jul 2009

Give Smaller Companies A Choice: Solving Sarbanes-Oxley Section 404 Inefficiency, Paul P. Arnold

University of Michigan Journal of Law Reform

This Note argues that smaller public companies should have the option to opt out of Section 404 of the Sarbanes-Oxley Act of 2002. Optional compliance is economically preferable to the current approach of mandatory compliance. Companies that choose to comply with Section 404 will send a signal to the financial markets that their internal controls meet the high standards Section 404 demands, and investors will reward such companies if they actually value the benefit of that company's additional controls. Similarly, companies that benefit less from additional internal accounting will be able to avoid Section 404's high costs. To ...


Cuarto Congreso Nacional De Organismos Públicos Autónomos, Bruno L. Costantini García Jun 2009

Cuarto Congreso Nacional De Organismos Públicos Autónomos, Bruno L. Costantini García

Bruno L. Costantini García

Memorias del Cuarto Congreso Nacional de Organismos Públicos Autónomos

"El papel de los Organismos Públicos Autónomos en la Consolidación de la Democracia"


London As Delaware?, Adam C. Pritchard May 2009

London As Delaware?, Adam C. Pritchard

Law & Economics Working Papers Archive: 2003-2009

Regulatory competition has long driven the path of corporate law in the federal system of the United States. Now, jurisdictional competition has spread to exchange listings. New York took an early lead in that competition in the 1990s, but has now been overtaken by London. Can London prevail in the competition for stock listings in the long term? This essay explores that question through the insights offered by Delaware’s dominance in the market for corporate listings. Delaware has prevailed by offering corporate directors a predictable body of that credibly shields directors from the vagaries of political backlash in times ...


Direct And Derivative Claims In Securities Fraud Litigation, Richard A. Booth May 2009

Direct And Derivative Claims In Securities Fraud Litigation, Richard A. Booth

Working Paper Series

In the typical securities fraud class action under Rule 10b-5, the plaintiff class consists of buyers who seek damages equal to the difference between the price paid for the stock during the fraud period and the lower price that prevails after corrective disclosure. The argument here is that this claim is really an amalgam of direct and derivative claims and that the derivative claims should result in recovery by the corporation for the benefit of all stockholders. There are three types of losses that arise in the typical stock-drop action. First, part of the loss may be attributable to lower ...


The Failure Of Private Ordering And The Financial Crisis Of 2008, Brian J.M. Quinn Apr 2009

The Failure Of Private Ordering And The Financial Crisis Of 2008, Brian J.M. Quinn

Boston College Law School Faculty Papers

This Article analyzes the Financial Crisis of 2008 in the context of failures by market participants to engage in private ordering thus leading to opportunistic behavior at the expense of market stability. The Financial Crisis of 2008 offers a decidedly negative verdict on a decades-long project to deregulate financial markets and rely on private ordering mechanisms, including securitization and default swaps, to mitigate opportunistic behavior and improve market efficiency. Although the regulatory approach of the past two decades, which relied in great measure on private parties fending for themselves, helped to generate a number of innovations and positive developments in ...


Changing The Paradigm Of Stock Ownership From Concentrated Towards Dispersed Ownership? Evidence From Brazil And Consequences For Emerging Countries, Érica Gorga Apr 2009

Changing The Paradigm Of Stock Ownership From Concentrated Towards Dispersed Ownership? Evidence From Brazil And Consequences For Emerging Countries, Érica Gorga

Cornell Law Faculty Publications

This paper analyzes micro-level dynamics of changes in ownership structures. It investigates a unique event: changes in ownership patterns currently taking place in Brazil. It builds upon empirical evidence to advance the theoretical understanding of how and why concentrated ownership structures can change towards dispersed ownership.

Commentators argue that the Brazilian capital markets are finally taking off.

The number of listed companies and Initial Public Offerings (IPOs) in the São Paulo Stock Exchange (Bovespa) has greatly increased. Firms are migrating to Bovespa's special listing segments, which require higher standards of corporate governance. Companies have sold control in the market ...


Has Corporate Law Failed? Addressing Proposals For Reform, Antony Page Apr 2009

Has Corporate Law Failed? Addressing Proposals For Reform, Antony Page

Michigan Law Review

Part I of this Review discusses the modem "nexus of contracts" approach to corporations and highlights how Greenfield's views differ. Part II examines corporate goals and purposes, suggesting that Greenfield overstates the impact of the shareholder-primacy norm and does not offer a preferable alternative. Part III critiques the means to the ends--Greenfield's proposals for changing the mechanics of corporate governance. Although several of his proposals are intriguing, they seem unlikely to achieve their pro-social aims. This Review remains skeptical, in part because-even given its problems-the U.S. "director-centric governance structure has created the most successful economy the world ...


Adrs Nível 1 - A Mudança Na Rule 12g3-2(B) E Suas Implicações Para Companhias Abertas No Brasil, Luiz Rafael De Vargas Maluf Jan 2009

Adrs Nível 1 - A Mudança Na Rule 12g3-2(B) E Suas Implicações Para Companhias Abertas No Brasil, Luiz Rafael De Vargas Maluf

Luiz Rafael de Vargas Maluf

No abstract provided.


Thomas Hardy’S Tess Of The D’Urbervilles, Mubashshir Sarshar Jan 2009

Thomas Hardy’S Tess Of The D’Urbervilles, Mubashshir Sarshar

Mubashshir Sarshar

No abstract provided.


Rights Of Arrested Person- Case Analysis, Mubashshir Sarshar Jan 2009

Rights Of Arrested Person- Case Analysis, Mubashshir Sarshar

Mubashshir Sarshar

No abstract provided.


Violation Of Right To Way, Right To Access Of Light And Right To Access Of Air And Other Easementary Rights, Mubashshir Sarshar Jan 2009

Violation Of Right To Way, Right To Access Of Light And Right To Access Of Air And Other Easementary Rights, Mubashshir Sarshar

Mubashshir Sarshar

No abstract provided.


Comparative Study Of The Prinicples Of Contract Formation Of India, China, Usa And France, Mubashshir Sarshar Jan 2009

Comparative Study Of The Prinicples Of Contract Formation Of India, China, Usa And France, Mubashshir Sarshar

Mubashshir Sarshar

No abstract provided.


Non Resumption Of Cohabatation As A Fault Ground Of Divorce Under The Hindu Marriage Act, Mubashshir Sarshar Jan 2009

Non Resumption Of Cohabatation As A Fault Ground Of Divorce Under The Hindu Marriage Act, Mubashshir Sarshar

Mubashshir Sarshar

No abstract provided.


“Reforma Do Direito Das Sociedades Comerciais Em Espanha” [Company Law Reform In Spain], Bruno Ferreira Jan 2009

“Reforma Do Direito Das Sociedades Comerciais Em Espanha” [Company Law Reform In Spain], Bruno Ferreira

Bruno Ferreira

No abstract provided.


“Tendências Recentes Em Torno Do Direito De Preferência Em Aumentos De Capital” [Recent Tendencies Regarding Rights Of First Refusal In Rights Issues], Bruno Ferreira Jan 2009

“Tendências Recentes Em Torno Do Direito De Preferência Em Aumentos De Capital” [Recent Tendencies Regarding Rights Of First Refusal In Rights Issues], Bruno Ferreira

Bruno Ferreira

No abstract provided.


Breve Recensão: "Il Nuovo Diritto Societario" [Book Review: "New Italian Company Law"], Bruno Ferreira Jan 2009

Breve Recensão: "Il Nuovo Diritto Societario" [Book Review: "New Italian Company Law"], Bruno Ferreira

Bruno Ferreira

No abstract provided.


“Os Deveres De Cuidado Dos Administradores E Gerentes (Análise Dos Deveres De Cuidado Em Portugal E Nos Estados Unidos Da América Fora Das Situações De Disputa Sobre Ocontrolo Societário)” [The Duties Of Care Of Board Members And Managers (An Analysis Of The Duties Of Care In Portugal And In The United States Of America Outside Of Control Dispute Situations)], Bruno Ferreira Jan 2009

“Os Deveres De Cuidado Dos Administradores E Gerentes (Análise Dos Deveres De Cuidado Em Portugal E Nos Estados Unidos Da América Fora Das Situações De Disputa Sobre Ocontrolo Societário)” [The Duties Of Care Of Board Members And Managers (An Analysis Of The Duties Of Care In Portugal And In The United States Of America Outside Of Control Dispute Situations)], Bruno Ferreira

Bruno Ferreira

No abstract provided.


Warming Up To Climate Change Risk Disclosure, Jeffrey M. Mcfarland Jan 2009

Warming Up To Climate Change Risk Disclosure, Jeffrey M. Mcfarland

Jeffrey M McFarland

No abstract provided.


'Collective Action Clauses: Sovereign Bondholders Cornered?', Joy Dey Jan 2009

'Collective Action Clauses: Sovereign Bondholders Cornered?', Joy Dey

Joy Dey

A default in its debt obligations compels a sovereign borrower to adopt drastic measures in order to contain a spiralling financial crisis. One of such steps is to restructure a debt which is in default. Every sovereign debt restructuring results in considerable loss to the claims of the bondholders, therefore, equitable measures must be adopted during debt restructuring to ensure that sovereigns do not misuse the restructuring process to their advantage, otherwise termed ‘debtor moral hazard’. However, recent spate of restructurings, especially by Latin American countries, like Argentina, Brazil, Mexico and Uruguay, have seen ingenious use of collective action clauses ...


El Objeto Exclusivo De La Sociedad Gerente De Fondos Comunes De Inversión, Martin Paolantonio Jan 2009

El Objeto Exclusivo De La Sociedad Gerente De Fondos Comunes De Inversión, Martin Paolantonio

Martin Paolantonio

Crítica de la estricta limitación del objeto de sociedades administradoras de fondos comunes de inversión