Sarbanes-Oxley, Kermit The Frog, And Competition Regarding Audit Quality, 2016 Notre Dame Law School
Sarbanes-Oxley, Kermit The Frog, And Competition Regarding Audit Quality, Matthew J. Barrett
Matthew J. Barrett
The regulatory scheme after Sarbanes-Oxley has significantly improved public company audits in the United States, or at least has demonstrated the potential to do so, but the obligation to preserve client confidentially still prevents auditors from competing for new clients on the basis of audit quality. This paper suggests a simple way for the SEC to facilitate such competition within the existing regulatory framework. The SEC should require issuers and registrants to disclose whether their independent audits uncovered any financial fraud and, within specified ranges, the number and amount of all audit adjustments incorporated into the financial statements filed with ...
Close Encounters With Piercing The Corporate Veil, 2016 Villanova University Charles Widger School of Law
Close Encounters With Piercing The Corporate Veil, Richard A. Booth
Villanova Law Review
No abstract provided.
Pactes D'Actionnaires Et Prévention Des Conflits Dans La Société Anonyme De L'Espace Ohada., 2016 University of Abomey Calavi, Benin
Pactes D'Actionnaires Et Prévention Des Conflits Dans La Société Anonyme De L'Espace Ohada., Julien Coomlan Hounkpe
Julien C. Hounkpe
L’expérience enseigne que les pactes d’actionnaires sont le plus souvent méconnus ou insuffisamment utilisés dans les sociétés anonymes en Afrique. Or ces instruments conventionnels permettent de mettre en place un certain nombre de mécanismes qui s’avéreraient efficaces dans la prévention des conflits entre actionnaires dans l’espace OHADA.
"Trade Or Business": The Relevance Of A Deceptively Simple Income Tax Phrase To The Labor Code, Federal Statutes, And Private Equity Activity, Arthur Acevedo
Corporate law is premised upon two fundamental principles: the pooling of moneys for investment purposes and the privilege of limited liability. The pooling of money enables promoters and investors to efficiently amass and organize substantial sums for investment purposes. The privilege of limited liability assures investors that personal liability for the underlying invested activity is limited to the moneys invested. Limited liability is a sacrosanct principle and a quintessential investment assumption within the investment community. Private equity firms have successfully exploited these two policies. However, a decision by the First Circuit Court of Appeal casts a shadow of doubt on ...
Private Solutions To Global Crises, 2016 St. John's University School of Law
Private Solutions To Global Crises, Gregory R. Day
St. John's Law Review
No abstract provided.
Toward Consistent Fiduciary Duties For Publicly Traded Entities, 2016 University of Florida Levin College of Law
Toward Consistent Fiduciary Duties For Publicly Traded Entities, Sandra K. Miller, Karie Davis-Nozemack
Florida Law Review
After the 2008 recession, it is difficult to imagine that the public is investing billions of dollars in publicly traded entities with little regulation of board conflicts and no fiduciary duty protections. Yet, that is precisely the case for more than $284 billion of investments. Investors have flocked to publicly traded limited partnerships (LPs) and limited liability companies (LLCs), collectively known as master limited partnerships (MLPs), because many are high-performing energy companies with a tax preference. MLP market capitalization, while only $14 billion in 2000, topped $284 billion as of February 2016, and more initial public offerings are on the ...
Business Law Bulletin, Fall 2016, 2016 University of Maryland Francis King Carey School of Law
Business Law Bulletin, Fall 2016
Business Law Bulletin
No abstract provided.
Trending @ Rwu Law: Professor Cecily Banks's Post: Time To Teach Business: September 16, 2016, 2016 Roger Williams University School of Law
Trending @ Rwu Law: Professor Cecily Banks's Post: Time To Teach Business: September 16, 2016, Cecily Banks
Law School Blogs
No abstract provided.
Cultures Of Compliance, 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, 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, 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, 2016 Columbia University
Disaggregating Corpus Christi: The Illiberal Implications Of Hobby Lobby's Right To Free Exercise, Katharine Jackson
Small Business Policy Index Traction And Movement In Rankings Of States Update: 2000 To 2016, 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, 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, 2016 Notre Dame Law School
Structural Bias And The Need For Substantive Review, 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, 2016 Notre Dame Law School
The Role Of Aspiration In Corporate Fiduciary Duties, 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, 2016 University of Pennsylvania Law School
The New Governance: 2015 Pomerantz Lecture, Jill E. 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, 2016 University of Pennsylvania Law School
Regulation Fd: An Alternative Approach To Addressing Information Asymmetry, Jill E. 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, 2016 University of Pennsylvania Law School
Federal Securities Fraud Litigation As A Lawmaking Partnership, Jill E. 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?, 2016 NYU Law School
Does Majority Voting Improve Board Accountability?, Stephen Choi, Jill E. Fisch, Marcel Kahan, Edward B. Rock
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 ...