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Hb 192 - Banking And Finance, Caroline G. Mayson, Jesse C. Moore 2018 Georgia State University College of Law

Hb 192 - Banking And Finance, Caroline G. Mayson, Jesse C. Moore

Georgia State University Law Review

The Act changes the provisions relating to the responsibilities and standard of care for directors and officers of banks, trust companies, and corporations. The Act codifies the business judgment rule. The operative liability standard for directors and officers is gross negligence, as opposed to simple negligence, and directors and officers may rely on other individuals in the performance of their duties. A rebuttable presumption exists that directors and officers act in good faith.


Newsroom: From Farm To School 1-2-2018, Roger Williams University School of Law 2018 Roger Williams University

Newsroom: From Farm To School 1-2-2018, Roger Williams University School Of Law

Life of the Law School (1993- )

No abstract provided.


Governance By Contract: The Implications For Corporate Bylaws, Jill E. Fisch 2018 University of Pennsylvania Law School

Governance By Contract: The Implications For Corporate Bylaws, Jill E. Fisch

Faculty Scholarship

Boards and shareholders are increasing using charter and bylaw provisions to customize their corporate governance. Recent examples include forum selection bylaws, majority voting bylaws and advance notice bylaws. Relying on the contractual conception of the corporation, Delaware courts have accorded substantial deference to board-adopted bylaw provisions, even those that limit shareholder rights.

This Article challenges the rationale for deference under the contractual approach. With respect to corporate bylaws, the Article demonstrates that shareholder power to adopt and amend the bylaws is, under Delaware law, more limited than the board’s power to do so. As a result, shareholders cannot effectively ...


Exploring The Relationship Between Executive Compensation And Corporate Mergers And Acquisitions, Akiva Stern 2018 University of Windsor

Exploring The Relationship Between Executive Compensation And Corporate Mergers And Acquisitions, Akiva Stern

Major Papers

Corporate Governance is one of the most important aspects of corporate life. The role requires individuals to have a moderate, if not excellent command of not only the industry they are operating within, but the basic tenants of many disciplines including law and finance. It is therefore important to not only view how these disciplines contribute to their knowledge individually, but also how they might work together to provide a better insight into governing a company on a day-to-day basis.

A predominant decision that often comes under scrutiny is the relationship between executive compensation and M&A Activity. This paper ...


Horizontal Shareholding And Antitrust Policy, Fiona M. Scott Morton, Herbert J. Hovenkamp 2018 Yale University

Horizontal Shareholding And Antitrust Policy, Fiona M. Scott Morton, Herbert J. Hovenkamp

Faculty Scholarship

“Horizontal shareholding” occurs when one or more equity funds own shares of competitors operating in a concentrated product market. For example, the four largest mutual fund companies might be large shareholders of all the major United States air carriers. A growing body of empirical literature concludes that under these conditions market output in the product market is lower and prices higher than they would otherwise be.

Here we consider how the antitrust laws might be applied to this practice, identifying the issues that courts are likely to encounter and attempting to anticipate litigation problems. We assume that neither the mutual ...


The Shifting Tides Of Merger Litigation, Matthew D. Cain, Jill E. Fisch, Steven Davidoff Solomon, Randall S. Thomas 2018 U.S. Securities and Exchange Commission

The Shifting Tides Of Merger Litigation, Matthew D. Cain, Jill E. Fisch, Steven Davidoff Solomon, Randall S. Thomas

Faculty Scholarship

In 2015, Delaware made several important changes to its laws concerning merger litigation. These changes, which were made in response to a perception that levels of merger litigation were too high and that a substantial proportion of merger cases were not providing value, raised the bar, making it more difficult for plaintiffs to win a lawsuit challenging a merger and more difficult for plaintiffs’ counsel to collect a fee award.

We study what has happened in the courts in response to these changes. We find that the initial effect of the changes has been to decrease the volume of merger ...


Public Reporting By Benefit Corporations: Importance, Compliance, And Recommendations, Maxime Verheyden 2018 University of California, Hastings College of the Law

Public Reporting By Benefit Corporations: Importance, Compliance, And Recommendations, Maxime Verheyden

Hastings Business Law Journal

No abstract provided.


The Behavioral Economics Of Multilevel Marketing, Heidi Liu 2018 University of California, Hastings College of the Law

The Behavioral Economics Of Multilevel Marketing, Heidi Liu

Hastings Business Law Journal

No abstract provided.


The Future Of Independent Contractors And Their Status As Non-Employees: Moving On From A Common Law Standard, John A. Pearce II, Jonathan P. Silva 2018 University of California, Hastings College of the Law

The Future Of Independent Contractors And Their Status As Non-Employees: Moving On From A Common Law Standard, John A. Pearce Ii, Jonathan P. Silva

Hastings Business Law Journal

No abstract provided.


From “Arbitrary” To Arbitration: Using Adr’S Popular Favorite To Resolve Commercial Marijuana Disputes, Madeline G. Landry 2018 University of California, Hastings College of the Law

From “Arbitrary” To Arbitration: Using Adr’S Popular Favorite To Resolve Commercial Marijuana Disputes, Madeline G. Landry

Hastings Business Law Journal

No abstract provided.


Beyond Corporate Form: A Response To Dan Depasquale, Surbhi Sarang, And Natalie Bump Vena’S Forging Food Justice Through Cooperatives In New York City, Jonathan Brown 2018 Elisabeth Haub School of Law at Pace University

Beyond Corporate Form: A Response To Dan Depasquale, Surbhi Sarang, And Natalie Bump Vena’S Forging Food Justice Through Cooperatives In New York City, Jonathan Brown

Pace Law Faculty Publications

In their article, Forging Food Justice Through Cooperatives in New York City, Dan DePasquale, Surbhi Sarang, and Natalie Bump Vena (the “Authors”) argue that consumer-owned and worker-owned cooperatives hold promise as a means for advancing policy objectives associated with “food justice,” namely building community wealth and power and providing more affordable access to healthy food in low-income and minority communities. Looking to examples of legislation and policies in other jurisdictions, they advocate for a wide range of policies to promote the viability of cooperatives in New York City, including reforms to cooperative corporation laws and strategies for better allocating funding ...


The Corporate Governance Of National Security, Andrew Verstein 2018 Wake Forest University School of Law

The Corporate Governance Of National Security, Andrew Verstein

Washington University Law Review

At hundreds of companies, the government installs former spies and military officers to run the business without shareholder oversight, putting security before profits in order to protect vital projects from potentially treasonous influences. Through procedures I call “National Security Corporate Governance,” corporate boardrooms have quietly become instruments of national defense, marrying the efficiency norms of corporate law and the protective ambitions of national security. How is this achieved, and how successfully? Using a variety of research approaches – including Freedom of Information Act (FOIA) requests, archival searches, telephone interviews, and in-person conversations with industry insiders – this Article illuminates a secretive government ...


Decentralized Public Ledger Systems And Securities Law: New Applications Of Blockchain Technology And The Revitalization Of Sections 11 And 12(A)(2) Of The Securities Act Of 1933, Kelsey Bolin 2018 Washington University School of Law

Decentralized Public Ledger Systems And Securities Law: New Applications Of Blockchain Technology And The Revitalization Of Sections 11 And 12(A)(2) Of The Securities Act Of 1933, Kelsey Bolin

Washington University Law Review

When Bitcoin launched in 2009, it was the first virtual cryptocurrency to gain popularity and attain widespread use. Much attention has been paid to Bitcoin’s well-publicized advances and setbacks as the world’s foremost virtual currency. Less attention has been paid, however, to the decentralized public ledger technology that enables Bitcoin to function. That technology is just as innovative as Bitcoin itself. Decentralized public ledgers are a revolution in digital data storage and have the “potential to fundamentally shift the way in which society operates.”

This Note will examine one such societal shift—a change in how shareholders access ...


Algorithmic Entities, Lynn M. LoPucki 2018 UCLA School of Law

Algorithmic Entities, Lynn M. Lopucki

Washington University Law Review

In a 2014 article, Professor Shawn Bayern demonstrated that anyone can confer legal personhood on an autonomous computer algorithm by putting it in control of a limited liability company. Bayern’s demonstration coincided with the development of “autonomous” online businesses that operate independently of their human owners—accepting payments in online currencies and contracting with human agents to perform the off-line aspects of their businesses. About the same time, leading technologists Elon Musk, Bill Gates, and Stephen Hawking said that they regard human-level artificial intelligence as an existential threat to the human race.

This Article argues that algorithmic entities—legal ...


Activist Directors And Agency Costs: What Happens When An Activist Director Goes On The Board?, John C. Coffee, Robert J. Jackson, Joshua Mitts, Robert Bishop 2018 Columbia Law School

Activist Directors And Agency Costs: What Happens When An Activist Director Goes On The Board?, John C. Coffee, Robert J. Jackson, Joshua Mitts, Robert Bishop

Faculty Scholarship

We develop and apply a new and more rigorous methodology by which to measure and understand both insider trading and the agency costs of hedge fund activism. We use quantitative data to show a systematic relationship between the appointment of a hedge fund nominated director to a corporate board and an increase in informed trading in that corporation’s stock (with the relationship being most pronounced when the fund’s slate of directors includes a hedge fund employee). This finding is important from two different perspectives. First, from a governance perspective, activist hedge funds represent a new and potent force ...


Opacity, Fragility, & Power: Lessons From The Law Enforcement Response To The Financial Crisis, Gregory M. Gilchrist 2018 Brooklyn Law School

Opacity, Fragility, & Power: Lessons From The Law Enforcement Response To The Financial Crisis, Gregory M. Gilchrist

Brooklyn Law Review

Review of Mary Kreiner Ramirez and Steven A. Ramirez, THE CARE FOR THE CORPORATE DEATH PENALTY: RESTORING LAW AND ORDER ON WALL STREET (New York 2017) The Case for the Corporate Death Penalty, by Mary Kreiner Ramirez and Steven A. Ramirez, argues that the limited law enforcement response to the 2008 financial crisis represented an unprecedented failure of the rule of law. It further maintains that the weak response by law enforcement was caused by the economic and political power of the largest financial institutions and those who run them. It concludes that the failure to vigorously prosecute the people ...


Regulating The “Too Big To Jail” Financial Institutions, Jerry W. Markham 2018 Brooklyn Law School

Regulating The “Too Big To Jail” Financial Institutions, Jerry W. Markham

Brooklyn Law Review

This article addresses the “too big to jail” regulatory model in which large banks pay hundreds of billions of dollars to settle multiple and duplicative regulatory charges brought by a horde of state, federal, and even foreign regulators. The banks pay those massive settlements in order to keep their banking charters and to obtain immunity from prosecution for senior executives. In turn, regulators benefit from the headlines these fines generate. Much criticism has been directed at these settlements because the banks are allowed to continue business as usual and no senior executives are jailed. Other critics contend that these settlements ...


At Your Service: Lawyer Discretion To Assist Clients In Unlawful Conduct, Paul R Tremblay 2018 Boston College Law School

At Your Service: Lawyer Discretion To Assist Clients In Unlawful Conduct, Paul R Tremblay

Boston College Law School Faculty Papers

The common, shared vision of lawyers’ ethics holds that lawyers ought not collaborate with clients in wrongdoing. Ethics scholars caution that lawyers “may not participate in or assist illegal conduct,” or “giv[e] legal services to clients who are going to engage in unlawful behavior with the attorney as their accomplice.” That sentiment resonates comfortably with the profession’s commitment to honor legal obligations and duties, and to fidelity to the law.

The problem with that sentiment, this Article shows, is that it is not an accurate statement of the prevailing substantive law. The American Bar Association’s model standards ...


To Be Creditor Or To Be Shareholder, That Is The Question: Is The Debt-For-Equity Swap Creditors’ Financial Suicide?, Jongho Kim 2017 Pepperdine University

To Be Creditor Or To Be Shareholder, That Is The Question: Is The Debt-For-Equity Swap Creditors’ Financial Suicide?, Jongho Kim

The Journal of Business, Entrepreneurship & the Law

This Article deals with debt-for-equity swap-related issues in Korean corporate restructuring procedures. Debt-for-equity swaps were widely employed during the Latin American foreign debt restructuring process, but the Korean case is slightly different. Because the creditors of reorganizing corporations are mainly Korean domestic financial institutions rather than foreign creditors, this type of financial scheme is applied under local law. The following examines the legal aspects of debt-for-equity swaps, which have been promoted as a way to eliminate excessive insolvent loans and financial debts (and stood in the way of restructuring, via IMF bail-out funds). It also discusses how a debt-for-equity swap ...


Southern States Chemical Inc., Final Order Granting Defendants' Summary Judgment, Alice D. Bonner 2017 Fulton County Superior Court

Southern States Chemical Inc., Final Order Granting Defendants' Summary Judgment, Alice D. Bonner

Georgia Business Court Opinions

No abstract provided.


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