Open Access. Powered by Scholars. Published by Universities.®

Corporation and Enterprise Law Commons

Open Access. Powered by Scholars. Published by Universities.®

4,253 Full-Text Articles 2,927 Authors 2,150,531 Downloads 113 Institutions

All Articles in Corporation and Enterprise Law

Faceted Search

4,253 full-text articles. Page 1 of 70.

Excessive Corporate Risk-Taking And The Decline Of Personal Blame, Steven L. Schwarcz 2016 Duke Law School

Excessive Corporate Risk-Taking And The Decline Of Personal Blame, Steven L. Schwarcz

Faculty Scholarship

Government agencies and prosecutors are being criticized for seeking so few indictments against individuals in the wake of the 2008-09 financial crisis and its resulting banking failures. This article analyzes why — contrary to a longstanding historical trend — personal liability may be on the decline, and whether agencies and prosecutors should be doing more. The analysis confronts fundamental policy questions concerning changing corporate and social norms. The public and the media perceive the crisis’s harm as a “wrong” caused by excessive risk-taking. But that view can be too simplistic, ignoring the reality that firms must take greater risks to try ...


Disaggregating Corpus Christi: The Illiberal Implications Of Hobby Lobby's Right To Free Exercise, Katharine Jackson 2015 Columbia University

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

Katharine Jackson

N/A


Are "Legal" Marijuana Contracts "Illegal"?, Luke M. Scheuer 2015 Widener University Delaware Law School

Are "Legal" Marijuana Contracts "Illegal"?, Luke M. Scheuer

Luke M Scheuer

America is currently in the midst of a “legal” marijuana business boom. In states which have legalized marijuana thousands of businesses have been created and are being openly operated despite the continued prohibition on their main product by the federal Controlled Substances Abuse Act. As a regular part of their business, these companies enter into contracts which violate the CSA, for example, every time they sell their main product. These businesses, and their stakeholders, rely upon the enforceability of these contracts in order to regulate their relationships. However, under the “illegality” or public policy defense to the enforcement of contracts ...


Institutional Investors In Corporate Governance, Edward B. Rock 2015 University of Pennsylvania Law School

Institutional Investors In Corporate Governance, Edward B. Rock

Faculty Scholarship

This chapter of the Oxford Handbook on Corporate Law and Governance examines the role of institutional investors in corporate governance and the role of regulation in encouraging institutional investors to become active stewards. I approach these topics through asking what lessons we can draw from the U.S. experience for the E.U.’s 2014 proposed amendments to the Shareholder Rights Directive.

I begin by defining the institutional investor category, and summarizing the growth of institutional investors’ equity holdings over time. I then briefly survey how institutional investors themselves are governed and how they organize share voting. This leads me ...


Searching Abroad: Managing The Free Flow Of Information And The Use Of Search Warrants Amidst Consumer Privacy Concerns And Jumbled Jurisdictions Where The Concepts Of Sovereignty, Foreign Law, And Privacy Clash, Laura D'Agostino 2015 George Mason University

Searching Abroad: Managing The Free Flow Of Information And The Use Of Search Warrants Amidst Consumer Privacy Concerns And Jumbled Jurisdictions Where The Concepts Of Sovereignty, Foreign Law, And Privacy Clash, Laura D'Agostino

Laura D'Agostino

No abstract provided.


Limiting Leukophobia: Looking Beyond Lockup. Debunking The Strategy Of Turning White Collars Orange, Jared J. Hight 2015 SelectedWorks

Limiting Leukophobia: Looking Beyond Lockup. Debunking The Strategy Of Turning White Collars Orange, Jared J. Hight

Jared J Hight

The legal and political landscape of the past 30 years has resulted in the abandonment of the utilitarian principle of parsimony as applied to white collar criminals. In response to preceding decades of minor punishments meted out for serious white collar crimes, the Federal Sentencing Commission abandoned the typical past practices of sentencing judges and instead formulated Guidelines that are wildly excessive and no longer balance the need for community safety with the need for that same community to remain economically efficient. The guiding principles of deterrence, rehabilitation, and incapacitation have been deemphasized in a new model that focuses primarily ...


Compensation Forfeiture: Stacking Remedies Against Disloyal Agents And Employees, George P. Roach 2015 non

Compensation Forfeiture: Stacking Remedies Against Disloyal Agents And Employees, George P. Roach

George P Roach

Compensation Forfeiture:

Stacking Remedies Against Disloyal Agents and Employees

Abstract

Four cases against outlaw CEO’s who defrauded their companies are reviewed to show the major impact that compensation forfeiture contributes to the total package of remedies awarded. The dual goals of remedies for breach of fiduciary duty of compensation and deterrence result in multiple remedies, generally including a remedy at law to compensate and a remedy in equity to disgorge any benefit from the breach. For claims that the fiduciary or agent breached her duty of loyalty, a third remedy of compensation forfeiture can be added or ‘stacked’ on ...


Achieving The Purpose Of Federal Diversity Jurisdiction: Why Courts Should Abandon The Current Treatment Of Llcs Under Section 1332, Kristen Curley 2015 Touro College Jacob D. Fuchsberg Law Center

Achieving The Purpose Of Federal Diversity Jurisdiction: Why Courts Should Abandon The Current Treatment Of Llcs Under Section 1332, Kristen Curley

Touro Law Review

No abstract provided.


Fiduciary Duties Of Llc Managers: Are They Subject To Prospective Waiver Under The New York Llc Statute?, Jack Graves, Yelena Davydan 2015 Touro Law Center

Fiduciary Duties Of Llc Managers: Are They Subject To Prospective Waiver Under The New York Llc Statute?, Jack Graves, Yelena Davydan

Touro Law Review

No abstract provided.


The New York Llc Act At Twenty: Is Piercing Still “Enveloped In The Midst Of Metaphor”?, Miriam R. Albert 2015 Touro College Jacob D. Fuchsberg Law Center

The New York Llc Act At Twenty: Is Piercing Still “Enveloped In The Midst Of Metaphor”?, Miriam R. Albert

Touro Law Review

No abstract provided.


The New York Limited Liability Company Law At Twenty: Past, Present & Future, Meredith R. Miller 2015 Touro Law Center

The New York Limited Liability Company Law At Twenty: Past, Present & Future, Meredith R. Miller

Touro Law Review

No abstract provided.


Mistakes, Airfares, And Consumers: Restoring The Department Of Transportation's Role In Regulating Unfair Trade Practices, Terence Lau 2015 University of Dayton

Mistakes, Airfares, And Consumers: Restoring The Department Of Transportation's Role In Regulating Unfair Trade Practices, Terence Lau

Terence Lau

This Article traces the problem of mistake airfares and the federal government’s response to airlines that cancel tickets for erroneous fares. Part I of the Article explores airline pricing generally, and argues that airline tickets are a unique form of commodity good, one where there is no consumer expectation of a reasonable price. The dynamic nature of airline yield management means that prices for the exact same seat on an airplane can range dramatically on a variety of circumstances and factors that are beyond the knowledge, control or comprehension of the ordinary consumer. The Article investigates several well-known examples ...


The Ipo Crisis: Title I Of The Jobs Act And Why It Does Not Go Far Enough, Brian Howaniec 2015 Pepperdine University

The Ipo Crisis: Title I Of The Jobs Act And Why It Does Not Go Far Enough, Brian Howaniec

Pepperdine Law Review

This Comment explores the brewing controversy over Title I and assesses the actual impact that it is having (and will have) on investor protection and the IPO market. This Comment argues that Title I has the ability to affect both, but, due to factors outside of Congress's control, will likely have only a minimal effect on either. Part II discusses the objectives of investor protection legislation and how previous legislation regulated the financial markets. Part III explains how these regulations have been changed for emerging growth companies under Title I. Part IV examines what impact Title I will have ...


Executive Compensation In Controlled Companies, Kobi Kastiel 2015 Harvard Law School

Executive Compensation In Controlled Companies, Kobi Kastiel

Indiana Law Journal

Conventional wisdom among corporate law theorists holds that the presence of a controlling shareholder should alleviate the problem of managerial opportunism because such a controller has both the power and incentives to curb excessive executive pay. This Article challenges that common understanding by proposing a different view based on an agency problem paradigm. Controlling shareholders, this Article suggests, may in fact overpay managers in order to maximize controllers’ consumption of private benefits, due to their close social and business ties with professional managers or for other reasons, such as being captured by professional managers. This tendency to overpay managers is ...


Good-Cause Statutes Revisited: An Empirical Assessment, Adi Ayal, Uri Benoliel 2015 Bar Ilan University Faculty of Law

Good-Cause Statutes Revisited: An Empirical Assessment, Adi Ayal, Uri Benoliel

Indiana Law Journal

One of the most vital debates in franchise law focuses on whether state or federal law should adopt “good-cause statutes” (GCSs), which require franchisors to show good cause before terminating contractual relations with a franchisee. The traditional law-and-economics analysis suggests that GCSs are inefficient. This inefficiency argument is based upon one central hypothesis: GCSs increase franchisee free riding since they limit the franchisor’s ability to terminate the franchise contract easily. The free-riding hypothesis has been significantly influential in the development of franchise law, as is evident in state and federal statutory regimes. To date, the majority of states and ...


Daimler Ag V. Bauman: A New Era For Judicial Jurisdiction In The United States, Linda J. Silberman 2015 New York University School of Law

Daimler Ag V. Bauman: A New Era For Judicial Jurisdiction In The United States, Linda J. Silberman

New York University Public Law and Legal Theory Working Papers

In this article written primarily for a European audience, Professor Silberman discusses the Supreme Court’s 2014 decision in Daimler AG v. Bauman that redefined the constitutional limitations on general personal jurisdiction – holding that a corporation must be sued “at home” unless the claims being asserted relate to the corporation’s activity in the forum state. Professor Silberman highlights the significance of the decision for transnational cases, including the jurisdictional implications for foreign parent corporations and their subsidiaries. She draws comparisons with the European approach to jurisdiction under the European Regulation (now the Brussels Recast) and explains why the overall ...


How Corporate Governance Is Made: The Case Of The Golden Leash, Matthew D. Cain, Jill Fisch, Sean J. Griffith, Steven Davidoff Solomon 2015 U.S. Securities and Exchange Commission

How Corporate Governance Is Made: The Case Of The Golden Leash, Matthew D. Cain, Jill Fisch, Sean J. Griffith, Steven Davidoff Solomon

Faculty Scholarship

This Article presents a case study of a corporate governance innovation—the incentive compensation arrangement for activist-nominated director candidates colloquially known as the “golden leash.” Golden leash compensation arrangements are a potentially valuable tool for activist shareholders in election contests. In response to their use, several issuers adopted bylaw provisions banning incentive compensation arrangements. Investors, in turn, viewed director adoption of golden leash bylaws as problematic and successfully pressured issuers to repeal them.

The study demonstrates how corporate governance provisions are developed and deployed, the sequential response of issuers and investors, and the central role played by governance intermediaries—activist ...


The African Supplement: Religion, Race, And Corporate Law In Early National America, Sarah Barringer Gordon 2015 University of Pennsylvania Law School

The African Supplement: Religion, Race, And Corporate Law In Early National America, Sarah Barringer Gordon

Faculty Scholarship

In unexpected ways, corporate law in the early Republic provided African Americans with rights to religious integrity that they were denied in other venues. As black congregants developed legal expertise, they built powerful and long-lasting religious institutions. Yet these rights were fragile, as the legal rules governing such institutions also sustained dissent and fracture.

Bethel African Methodist Episcopal Church was incorporated in Philadelphia in 1796, setting the stage for subsequent battles over legal and spiritual autonomy for black congregations. Such battles were conducted through legal means. Over the two decades following its incorporation, Bethel’s leaders built and increasingly powerfully ...


Raser Technologies, Inc. Et Al., Order On Defendants' Motion For Entry Of Final Judgment Under O.C.G.A. 9-11-54(B), John Goger 2015 Fulton County Superior Court

Raser Technologies, Inc. Et Al., Order On Defendants' Motion For Entry Of Final Judgment Under O.C.G.A. 9-11-54(B), John Goger

Georgia Business Court Opinions

No abstract provided.


Asadi: Renegade Or Precursor Of Who Is A Whistleblower Under The Dodd-Frank Act?, Mystica M. Alexander, John O. Hayward, David Missirian 2015 Bentley University

Asadi: Renegade Or Precursor Of Who Is A Whistleblower Under The Dodd-Frank Act?, Mystica M. Alexander, John O. Hayward, David Missirian

Pace Law Review

Whistleblowers have a long and honorable history. From Ralph Nader blowing the whistle on the hazards of GM’s Corvair in Unsafe at Any Speed1 in the 1960’s to Jeffrey Wigand in 1996 exposing the duplicity of the tobacco industry, whistleblowers have put conscience ahead of career and personal success to expose corporate fraud and wrongdoing. Not surprisingly, they have had to endure ridicule and ostracism as well as financial hardship. Legislation has sought to protect them from retribution, often with mixed success. The most recent legislative effort is the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank ...


Digital Commons powered by bepress