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Cultures Of Compliance, Donald C. Langevoort 2016 Georgetown University Law Center

Cultures Of Compliance, Donald C. Langevoort

Georgetown Law Faculty Publications and Other Works

In the last few years especially, law-makers have increasingly invoked culture as something crucial to good compliance. The phrase “culture of compliance” has thus made its way into common legal discourse as describing both a goal and a marker. Precisely they mean by this is contestable, but there is enough evidence that the demand for healthy compliance culture is serious to invite careful thought. What is it, or should it be, and how might we know? This article draws from organizational behavior, behavioral ethics, and financial economics to develop an approach to how and why corporate cultures resist naively appealing ...


Indigenous Adoption Of Internet Voting: A Case Study Of Whitefish River First Nation, Chelsea Gabel, Nicole Goodman, Karen Bird, Brian Budd 2016 McMaster University

Indigenous Adoption Of Internet Voting: A Case Study Of Whitefish River First Nation, Chelsea Gabel, Nicole Goodman, Karen Bird, Brian Budd

The International Indigenous Policy Journal

Indigenous communities and organizations are increasingly using digital technologies to build community capacity, strengthen community consultation, and improve political participation. In particular, Internet voting is a type of technology to which First Nations have been drawn. This article explores Whitefish River First Nation's (WRFN) experience introducing Internet voting in the course of ratifying a new matrimonial real property law (MRP). Specifically, we examine the implications of Internet voting for political participation and electoral administration at the community level. Although community members’ uptake of Internet voting was very modest, we find the experience of adoption had other subtle impacts on ...


Rwu's New 'Rising Tide' Of Educational Opportunity 9-8-2016, Roger Williams University 2016 Roger Williams University

Rwu's New 'Rising Tide' Of Educational Opportunity 9-8-2016, Roger Williams University

School of Law Conferences, Lectures & Events

No abstract provided.


Disaggregating Corpus Christi: The Illiberal Implications Of Hobby Lobby's Right To Free Exercise, Katharine Jackson 2016 Columbia University

Disaggregating Corpus Christi: The Illiberal Implications Of Hobby Lobby's Right To Free Exercise, Katharine Jackson

Katharine Jackson

This paper first examines and critiques the group rights to religious exercise derived from the three ontologies of the corporation suggested by different legal conceptions of corporate personhood often invoked by Courts. Finding the implicated groups rights inimical to individual religious freedom, the paper then presents an argument as to why a discourse of intra-corporate toleration and voluntariness does a better job at protecting religious liberty.


Small Business Policy Index Traction And Movement In Rankings Of States Update: 2000 To 2016, Pradip K. Shukla, Monica P. Shukla 2016 Chapman University

Small Business Policy Index Traction And Movement In Rankings Of States Update: 2000 To 2016, Pradip K. Shukla, Monica P. Shukla

Business Faculty Articles and Research

Given the volatile economic climate faced in the United States and globally since 2015, there is a desire by politicians in 2016 to increase state economic and business growth. As small businesses are the main driver of business growth in state economies, focus is placed upon the policy environment of a state to encourage state level growth in entrepreneurial activities aimed at small business creation and survival.

The Small Business and Entrepreneurship Council an advocacy and research organization dedicated to protecting small business and promoting entrepreneurship has annually prepared a “Small Business Policy Index” that ranks states according to some ...


The Trojan Horse Of Corporate Integration, Edward D. Kleinbard 2016 University of Southern California

The Trojan Horse Of Corporate Integration, Edward D. Kleinbard

University of Southern California Legal Studies Working Paper Series

The U.S. Senate Finance Committee has invested significant resources, including hearings and staff reports, to make the case for an unusual form of corporate dividend integration – a corporate dividends-paid deduction, combined with a universal shareholder dividend withholding tax collected from the firm. This proposal would not reduce the cash tax outlays of U.S. corporations in respect of distributed or retained earnings. It would not reduce the aggregate tax burdens imposed on most shareholders, and in many plausible circumstances would raise those tax costs. It is a poorly targeted response to design weaknesses in the U.S. international corporate ...


Structural Bias And The Need For Substantive Review, Julian Velasco 2016 Notre Dame Law School

Structural Bias And The Need For Substantive Review, Julian Velasco

Julian Velasco

One of the fundamental debates in corporate law pits the authority of the board of directors to make business decisions without judicial interference against the accountability of directors to shareholders for their decisions. The business judgment rule attests to the value ascribed to authority by providing only limited judicial review for claims of breach of the duty of care, while the entire fairness test demonstrates the value ascribed to accountability by providing far more exacting scrutiny for claims of breach of the duty of loyalty. In cases involving structural bias, however, neither doctrine is appropriate. Whenever the interests of directors ...


The Role Of Aspiration In Corporate Fiduciary Duties, Julian Velasco 2016 Notre Dame Law School

The Role Of Aspiration In Corporate Fiduciary Duties, Julian Velasco

Julian Velasco

Corporate law is characterized by a pervasive divergence between standards of conduct and standards of review. Courts often opine on the relatively demanding standard of conduct, but their judgements must be based on the more forgiving standard of review. Commentators defend this state of affairs by insisting that it provides guidance to directors without imposing ruinous liability. However, the dichotomy can lead many, especially those who focus on the bottom line, to call into question the meaningfulness of standards of conduct. Of particular concern is the increasing popularity, in legal and scholarly circles, of the notion that fiduciary duty standards ...


The New Governance: 2015 Pomerantz Lecture, Jill E. Fisch 2016 University of Pennsylvania Law School

The New Governance: 2015 Pomerantz Lecture, Jill E. Fisch

Jill Fisch

Corporate governance mechanisms designed to ensure that managers act in shareholders’ interest have evolved dramatically over the past forty years. “Old governance” mechanisms such as independent directors and performance-based executive compensation have been supplemented by innovations that give shareholders greater input into both the selection of directors and ongoing operational decisions. Issuer boards have responded with tools to limit the exercise of shareholder power both procedurally and substantively. This article terms the adoption and use of these tools, which generally take the form of structural provisions in the corporate charter or bylaws, the “new governance.”

Delaware law has largely taken ...


Regulation Fd: An Alternative Approach To Addressing Information Asymmetry, Jill E. Fisch 2016 University of Pennsylvania Law School

Regulation Fd: An Alternative Approach To Addressing Information Asymmetry, Jill E. Fisch

Jill Fisch

This chapter traces the development of the SEC’s use of Regulation Fair Disclosure (FD) to address information asymmetry in the securities markets. The chapter describes the SEC’s developing enforcement policy and notes, in particular, the SEC’s efforts, through its selection and settlement of Regulation FD cases, to provide guidance to corporations and corporate officials about areas of key concern. The chapter concludes by highlighting current areas of particular importance, including disclosure of information through private meetings and the implications of technological innovations such as the internet and social media. The chapter is forthcoming in Research Handbook on ...


Federal Securities Fraud Litigation As A Lawmaking Partnership, Jill E. Fisch 2016 University of Pennsylvania Law School

Federal Securities Fraud Litigation As A Lawmaking Partnership, Jill E. Fisch

Jill Fisch

In its most recent Halliburton II decision, the Supreme Court rejected an effort to overrule its prior decision in Basic Inc. v. Levinson. The Court reasoned that adherence to Basic was warranted by principles of stare decisis that operate with “special force” in the context of statutory interpretation. This Article offers an alternative justification for adhering to Basic—the collaboration between the Court and Congress that has led to the development of the private class action for federal securities fraud. The Article characterizes this collaboration as a lawmaking partnership and argues that such a partnership offers distinctive lawmaking advantages. Halliburton ...


Does Majority Voting Improve Board Accountability?, Stephen Choi, Jill E. Fisch, Marcel Kahan, Edward B. Rock 2016 NYU Law School

Does Majority Voting Improve Board Accountability?, Stephen Choi, Jill E. Fisch, Marcel Kahan, Edward B. Rock

Jill Fisch

Directors have traditionally been elected by a plurality of the votes cast. This means that in uncontested elections, a candidate who receives even a single vote is elected. Proponents of “shareholder democracy” have advocated a shift to a majority voting rule in which a candidate must receive a majority of the votes cast to be elected. Over the past decade, they have been successful, and the shift to majority voting has been one of the most popular and successful governance reforms.

Yet critics are sceptical as to whether majority voting improves board accountability. Tellingly, directors of companies with majority voting ...


Vultures Or Vanguards?: The Role Of Litigation In Sovereign Debt Restructuring, Jill E. Fisch, Caroline M. Gentile 2016 University of Pennsylvania Law School

Vultures Or Vanguards?: The Role Of Litigation In Sovereign Debt Restructuring, Jill E. Fisch, Caroline M. Gentile

Jill Fisch

No abstract provided.


Voting Through Agents: How Mutual Funds Vote On Director Elections, Stephen J. Choi, Jill Fisch, Marcel Kahan 2016 New York University School of Law

Voting Through Agents: How Mutual Funds Vote On Director Elections, Stephen J. Choi, Jill Fisch, Marcel Kahan

Jill Fisch

Shareholder voting has become an increasingly important focus of corporate governance, and mutual funds control a substantial percentage of shareholder voting power. The manner in which mutual funds exercise that power, however, is poorly understood. In particular, because neither mutual funds nor their advisors are beneficial owners of their portfolio holdings, there is concern that mutual fund voting may be uninformed or tainted by conflicts of interest. These concerns, if true, hamper the potential effectiveness of regulatory reforms such as proxy access and say on pay. This article analyzes mutual fund voting decisions in uncontested director elections. We find that ...


Voting Through Agents: How Mutual Funds Vote On Director Elections, Stephen J. Choi, Jill E. Fisch, Marcel Kahan 2016 New York University School of Law

Voting Through Agents: How Mutual Funds Vote On Director Elections, Stephen J. Choi, Jill E. Fisch, Marcel Kahan

Jill Fisch

Shareholder voting has become an increasingly important focus of corporate governance, and mutual funds control a substantial percentage of shareholder voting power. The manner in which mutual funds exercise that power, however, is poorly understood. In particular, because neither mutual funds nor their advisors are beneficial owners of their portfolio holdings, there is concern that mutual fund voting may be uninformed or tainted by conflicts of interest. These concerns, if true, hamper the potential effectiveness of regulatory reforms such as proxy access and say on pay. This article analyzes mutual fund voting decisions in uncontested director elections. We find that ...


The Sixth Annual A.A. Sommer, Jr. Lecture On Corporate, Securities & Financial Law, Dean William Michael Treanor Welcome, Ben A. Indek Operning Remarks, Jill E. Fisch Opening Remarks, Edward F. Greene Speaker 2016 Selected Works

The Sixth Annual A.A. Sommer, Jr. Lecture On Corporate, Securities & Financial Law, Dean William Michael Treanor Welcome, Ben A. Indek Operning Remarks, Jill E. Fisch Opening Remarks, Edward F. Greene Speaker

Jill Fisch

No abstract provided.


The Third Annual Albert A. Destefano Lecture On Corporate Securities & Financial Law, Kenneth M. Rosen moderator, William Michael Treanor welcoming remarks, Jill E. Fisch introduction, Brandon Becker, Robert Colby, Richard Ketchum, Andrew Klein, Catherine McGuire, Annette Nazareth, Lee A. Pickard 2016 Selected Works

The Third Annual Albert A. Destefano Lecture On Corporate Securities & Financial Law, Kenneth M. Rosen Moderator, William Michael Treanor Welcoming Remarks, Jill E. Fisch Introduction, Brandon Becker, Robert Colby, Richard Ketchum, Andrew Klein, Catherine Mcguire, Annette Nazareth, Lee A. Pickard

Jill Fisch

No abstract provided.


The Peculiar Role Of The Delaware Courts In The Competition For Corporate Charters, Jill E. Fisch 2016 University of Pennsylvania Law School

The Peculiar Role Of The Delaware Courts In The Competition For Corporate Charters, Jill E. Fisch

Jill Fisch

No abstract provided.


The Long Road Back: Business Roundtable And The Future Of Sec Rulemaking, Jill E. Fisch 2016 Selected Works

The Long Road Back: Business Roundtable And The Future Of Sec Rulemaking, Jill E. Fisch

Jill Fisch

The Securities and Exchange Commission (SEC or Commission) has faced a number of challenges in the last few years. Judge Rakoff’s decision in Citigroup, the Madoff scandal, and the Business Roundtable decision are just a few of the developments that have dealt lasting damage to the SEC’s reputation. Critics have scrutinized the agency’s decisionmaking on multiple fronts—from its enforcement policy to the quality of its rulemaking—and the SEC has largely come up short in the analysis. The once-revered top cop of the securities markets has taken a hit, and it is unclear whether it can ...


The New Federal Regulation Of Corporate Governance, Jill E. Fisch 2016 University of Pennsylvania Law School

The New Federal Regulation Of Corporate Governance, Jill E. Fisch

Jill Fisch

No abstract provided.


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