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Corporate Conspiracy: How Not Calling A Conspiracy A Conspiracy Is Warping The Law On Corporate Wrongdoing, Josephine Sandler Nelson 2015 SelectedWorks

Corporate Conspiracy: How Not Calling A Conspiracy A Conspiracy Is Warping The Law On Corporate Wrongdoing, Josephine Sandler Nelson

J.S. Nelson

The intracorporate conspiracy doctrine immunizes an enterprise and its agents from conspiracy prosecution based on the legal fiction that an enterprise and its agents are a single actor incapable of the meeting of two minds to form a conspiracy. The doctrine, however, misplaces incentives in contravention of agency law, criminal law, tort law, and public policy. As a result, harmful behavior is ordered and performed without consequences, and the victims of the behavior suffer without appropriate remedy.

Especially in the wake of the financial crisis, prosecutors and the public are searching for new tools to combat corporate conspiracy. The most ...


The Value Of Soft Variables In Corporate Reorganizations, Michelle M. Harner 2015 University of Maryland Francis King Carey School of Law

The Value Of Soft Variables In Corporate Reorganizations, Michelle M. Harner

Faculty Scholarship

When a company is worth more as a going concern than on a liquidation basis, what creates that additional value? Is it the people, management decisions, the simple synergies of the operating business, or some combination of these types of soft variables? And perhaps more importantly, who owns or has an interest in these soft variables? This article explores these questions under existing legal doctrine and practice norms. Specifically, it discusses the characterization of soft variables under applicable law and in financing documents, and it surveys related judicial decisions. It also considers the overarching public policy and Constitutional implications of ...


The Corporate Governance Obsession, Mariana Pargendler 2014 Berkeley Law

The Corporate Governance Obsession, Mariana Pargendler

Law & Economics Workshop

No abstract provided.


Charitable Nonprofits’ Use Of Noncompetition Agreements: Having The Best Of Both Worlds, Lindsey D. Blanchard 2014 Golden Gate University School of Law

Charitable Nonprofits’ Use Of Noncompetition Agreements: Having The Best Of Both Worlds, Lindsey D. Blanchard

Golden Gate University Law Review

Unlike traditional for-profit entities, whose main goal is profit maximization, charitable nonprofits are organized and operated to benefit some greater good. As a result, charitable nonprofits receive donations from philanthropic individuals and corporations, as well as various tax breaks from the government, which are unavailable to for-profit entities. At the same time, charitable nonprofits exploit many of the same tools that for-profit firms utilize to maximize profits, including noncompetition agreements. Thus, charitable nonprofits are able to benefit from an anti-competition, profit-maximizing tool while also reaping the rewards of their tax-exempt status. In short, charitable nonprofits wrongly enjoy the best of ...


The Rising Son Under The Shadow Of Company Communities: Do Japanese Family Firms Really Excel?, Zenichi Shishido, Noriyuki Yanagawa 2014 Berkeley Law

The Rising Son Under The Shadow Of Company Communities: Do Japanese Family Firms Really Excel?, Zenichi Shishido, Noriyuki Yanagawa

Law & Economics Workshop

No abstract provided.


"Defensive Territoriality": A New Paradigm For The Prosecution Of Extraterritorial Business Crimes, Ellen S. Podgor 2014 University of Georgia School of Law

"Defensive Territoriality": A New Paradigm For The Prosecution Of Extraterritorial Business Crimes, Ellen S. Podgor

Georgia Journal of International & Comparative Law

No abstract provided.


A Comparison Of Corporate Taxation In The United States And Germany: Different Ways Up The Mountain, Walter D. Schwidetzky 2014 University of Georgia School of Law

A Comparison Of Corporate Taxation In The United States And Germany: Different Ways Up The Mountain, Walter D. Schwidetzky

Georgia Journal of International & Comparative Law

No abstract provided.


Copyright Trust, Abraham Bell, Gideon Parchomovsky 2014 University of Pennsylvania Law School

Copyright Trust, Abraham Bell, Gideon Parchomovsky

Faculty Scholarship

Collaborative production of expressive content accounts for an ever growing number of copyrighted works. Indeed, in the age of content sharing and peer production, collaborative efforts may have become the paradigmatic form of authorship. Surprisingly, though, copyright law continues to view the single author model as the dominant model of peer production. Copyright law’s approach to authorship is currently based on a hodgepodge of rigid doctrines that conflate ownership and control. The result is a binary system under which a contributor to a collaborative work is either recognized as an author with a full control and management rights or ...


The Sarbanes-Oxley Act Of 2002: Are Stricter Internal Controls Constricting International Companies?, Jennifer K. Coalson 2014 University of Georgia School of Law

The Sarbanes-Oxley Act Of 2002: Are Stricter Internal Controls Constricting International Companies?, Jennifer K. Coalson

Georgia Journal of International & Comparative Law

No abstract provided.


Legal And Institutional Remedies For Middle East States Wishing To Develop And Increase Foreign Direct Investment, Griffin Weaver 2014 SelectedWorks

Legal And Institutional Remedies For Middle East States Wishing To Develop And Increase Foreign Direct Investment, Griffin Weaver

Griffin Weaver

The cost to overhaul a legal system is astronomical. For example, before and after the fall of the Soviet Union in the 1980’s several states received billions of dollars in loans to help change their “legal systems” and make them more western friendly. A couple of these states were West Germany and Japan, which received roughly 1.5 billion and 2.4 billion USD in loans. Considering most of this money was given in the 1950’s, the value today is probably three times or more those amounts. Without this aid both states would have been unable to make ...


Greasing The Wheels: British Deficiencies In Relation To American Clarity In International Anti-Corruption Law, Todd Swanson 2014 University of Georgia School of Law

Greasing The Wheels: British Deficiencies In Relation To American Clarity In International Anti-Corruption Law, Todd Swanson

Georgia Journal of International & Comparative Law

No abstract provided.


An Economic Analysis Of Limited Shareholder Liability In Contractual Claims, Thomas Cheng 2014 SelectedWorks

An Economic Analysis Of Limited Shareholder Liability In Contractual Claims, Thomas Cheng

Thomas K. Cheng

This Article evaluates the economic basis for limited liability in contractual claims and proposes the introduction of unlimited liability for such claims against closely held corporations. It argues that the existing justifications for limited liability are unconvincing, and that unlimited liability is an economically more efficient rule for these corporations in light of savings in monitoring costs and more efficient allocation of risks. It rejects the frequently made argument that limited liability is justified in contractual claims because the contractual counterparty had a prior opportunity to negotiate for modifications. This argument demonstrates a fundamental misunderstanding of the nature of the ...


"Competitiveness" Has Nothing To Do With It, Edward D. Kleinbard 2014 BLR

"Competitiveness" Has Nothing To Do With It, Edward D. Kleinbard

University of Southern California Legal Studies Working Paper Series

The recent wave of corporate tax inversions has triggered interest in what motivates these tax-driven transactions now. Corporate executives have argued that inversions are explained by an “anti-competitive” U.S. tax environment, as evidenced by the federal corporate tax statutory rate, which is high by international standards, and by its “worldwide” tax base. This paper explains why this competitiveness narrative is largely fact-free, in part by using one recent articulation of that narrative (by Emerson Electric Co.’s former vice-chairman) as a case study.

The recent surge in interest in inversion transactions is explained primarily by U.S. based multinational ...


When Bigger Is Better: A Critique Of The Herfindahl-Hirschman Index’S Use To Evaluate Mergers In Network Industries, Toby Roberts 2014 Pace University

When Bigger Is Better: A Critique Of The Herfindahl-Hirschman Index’S Use To Evaluate Mergers In Network Industries, Toby Roberts

Pace Law Review

This Article argues that the current framework used by the Department of Justice (“DOJ”) and Federal Trade Commission (“FTC”) to evaluate mergers is inadequate in that it fails to account for network benefits. In particular, I argue for abandoning the use of the HHI in analyzing network industry mergers because the index generates little useful information about these mergers’ effect on consumer welfare. Part II describes the HHI’s historical and theoretical underpinnings and its integration into the current Merger Guidelines. Part III considers general objections to the HHI before turning to its problems in evaluating network industries. Part IV ...


Halliburton, Basic And Fraud On The Market: The Need For A New Paradigm, Charles W. Murdock 2014 Loyola University Chicago

Halliburton, Basic And Fraud On The Market: The Need For A New Paradigm, Charles W. Murdock

Charles W. Murdock

Summary: Halliburton, Basic and Fraud on the Market: The Need for a New Paradigm

If defrauded securities plaintiffs cannot bring a class-action lawsuit, there often will be no effective remedy since the amount at stake for individual plaintiffs is not sufficient to warrant the substantial costs of litigation. To surmount the problem of individualized reliance and establish commonality, federal courts for twenty-five years have been employing the Basic fraud-on-the-market theory which posits that, in an efficient market, investors rely on the integrity of the market price.

While class certification at one time was a matter of course, today it is ...


Japan's Financial Instruments And Exchange Law: Hercules Or Hydra?, Clark T. Wisenbaker 2014 University of Georgia School of Law

Japan's Financial Instruments And Exchange Law: Hercules Or Hydra?, Clark T. Wisenbaker

Georgia Journal of International & Comparative Law

No abstract provided.


Breaching The Accountability Firewall: Market Norms And The Reasonable Director, Joan Loughrey 2014 Seattle University School of Law

Breaching The Accountability Firewall: Market Norms And The Reasonable Director, Joan Loughrey

Seattle University Law Review

This Article examines and evaluates the role of market norms in determining whether directors have acted reasonably and the appropriateness of setting a standard of reasonableness that reflects market norms. It argues that although there are situations in which a standard that reflects market norms may not be appropriate for determining the reasonableness of a director’s conduct, it is the best standard more often than not. While this Article focuses on the U.K. director’s duty of care, the question of whether compliance with market norms should be exculpatory arises every time legal or regulatory enforcement depends upon ...


Subminimum Or Subpar? A Note In Favor Of Repealing The Fair Labor Standards Act's Subminimum Wage Program, Melia Preedy 2014 Seattle University School of Law

Subminimum Or Subpar? A Note In Favor Of Repealing The Fair Labor Standards Act's Subminimum Wage Program, Melia Preedy

Seattle University Law Review

This Note argues for the repeal of Section 14(c) of the Fair Labor Standards Act (FLSA), which continues to perpetuate a system allowing employers to pay less than minimum, or “subminimum,” wage to certain employees with disabilities. The Section 14(c) program is a relic of policy leftover from the 1930s and does not help the disabled community, but rather rests on the presumption that persons with disabilities never progress. In light of recent House Resolution 3086, Congress went against the current trend of encouraging maximum independence and equal opportunities for persons with disabilities and instead upheld the subminimum ...


The Business Of Business: Comparing Corporate Social Responsibility Initiatives In China And The United States, Jessica M. Conrad 2014 University of Georgia School of Law

The Business Of Business: Comparing Corporate Social Responsibility Initiatives In China And The United States, Jessica M. Conrad

Georgia Journal of International & Comparative Law

No abstract provided.


Harmonizing Choice-Of-Law Rules For International Insolvency Cases: Virtual Territoriality, Virtual Universalism, And The Problem Of Local Interests, Charles W. Mooney Jr. 2014 University of Pennsylvania Law School

Harmonizing Choice-Of-Law Rules For International Insolvency Cases: Virtual Territoriality, Virtual Universalism, And The Problem Of Local Interests, Charles W. Mooney Jr.

Faculty Scholarship

This paper explores the potential content and feasibility of a set of harmonized choice of law rules (HICOL Rules) that would apply in insolvency proceedings. It contemplates a main insolvency proceeding opened in a debtor’s center of main interests (“COMI”) and the existence of (or possibility of opening) one or more non-main (or secondary) proceedings. It also contemplates the possibility that an insolvency representative in a main or non-main proceeding may seek and be granted recognition in another state under the UNCITRAL Model Law on Cross-Border Insolvency (codified as Chapter 15 of the Bankruptcy Code in the U.S ...


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