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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 ...


"The End Of Bankruptcy" Revisited, Robert Rasmussen 2016 University of Southern California

"The End Of Bankruptcy" Revisited, Robert Rasmussen

University of Southern California Legal Studies Working Paper Series

The End of Bankruptcy, published in 2002, set forth a view of corporate bankruptcy based on a theory of the firm. It argued that, for a traditional Chapter 11 proceeding to be necessary, it had to be the case that a firm had going concern surplus, that the firm’s investors cannot realign the capital structure through normal bargaining, and that a going-concern sale is not possible. Changes outside of bankruptcy had made each of these necessary preconditions less common. This chapter revisits this work, and shows that, despite the upheaval of the Great Recession, it remains the case that ...


It's Tax Not Trade (Stupid), Edward J. McCaffery 2016 University of Southern California;California Institute of Tecnology

It's Tax Not Trade (Stupid), Edward J. Mccaffery

University of Southern California Legal Studies Working Paper Series

Globalization, trade and other free market policies increase wealth. But the gains from trade are not being evenly spread among all citizens. People and politicians rage against foreigners. But it is the United States tax system, not trade, that ought to change, and wealthy Americans, not workers world-wide, who should be sharing the wealth. A nd it is the form of tax, not just its rate structure, that must reform, so that capital at last bears a meaningful share of the burden.


Perspectives - Emmy Award-Winning Producer And Director Thomas Kaufman, James Hagy, Colin Pearce 2016 New York Law School

Perspectives - Emmy Award-Winning Producer And Director Thomas Kaufman, James Hagy, Colin Pearce

Rooftops Project

What makes an effective message when asking for donations to a capital project using video and streaming media? Professor James Hagy and Rooftops Team member Colin Pearce asked Emmy Award-winning producer and director Tom Kaufman after screening his remarkable two-minute video for the Playtime Project, the goal of which was to fund construction of a children’s playground for a large homeless shelter in a converted, former general hospital in the District of Columbia.


Charter On Economic Rights And Duties Of States: A Solution To The Development Aid Problem?, Joseph C. Vanzant 2016 University of Georgia School of Law

Charter On Economic Rights And Duties Of States: A Solution To The Development Aid Problem?, Joseph C. Vanzant

Georgia Journal of International & Comparative Law

No abstract provided.


Institutional Control And Corporate Governance, 2016 Brigham Young University Law School

Institutional Control And Corporate Governance

BYU Law Review

No abstract provided.


A Proposed Enhancement To Un Treaty Enforcement: Regular Recommendations To Civil Society, Benjamin Bloomer 2016 DePaul University

A Proposed Enhancement To Un Treaty Enforcement: Regular Recommendations To Civil Society, Benjamin Bloomer

International Human Rights Law Journal

The UN treaty body system is an imperative component in the enforcement of international human rights law, but it currently does not have the mechanisms sufficient for the effective internalization of international human rights law standards. One of its current mechanisms, namely, concluding observations, are by their nature of being addressed to states insufficient to ensure enforcement in state parties not politically, economically, socially, or culturally inclined to obey the recommendations. This article proposes a new publication that will better foster communication between civil society organizations and treaty bodies, allowing for a more highly coordinated effort of civil society in ...


Black Hole In The Rising Sun: Japan And The Hague Convention On Child Abduction, Paul Hanley 2016 Keimyung University

Black Hole In The Rising Sun: Japan And The Hague Convention On Child Abduction, Paul Hanley

International Human Rights Law Journal

Japan has long been criticized for its failure to address the issue of international child abduction. In response to international pressure, Japan adopted the Hague Convention on the Civil Aspects of International Parental Abduction in April 2014. Despite its ratification of the treaty, great concern remains whether Japan is willing to comply with the legal obligations imposed by the Convention. This article examines Japan’s struggle with the issue of international child abduction, analyzing its traditional approach to family matters such as its “divorce by conference” system, which permits couples to negotiate issues of child custody and visitation without any ...


Human Rights In North Korea - The Pump Don't Work Cause The Vandals Took The Handles, Steven Gariepy 2016 United States Military Academy

Human Rights In North Korea - The Pump Don't Work Cause The Vandals Took The Handles, Steven Gariepy

International Human Rights Law Journal

Many cynics of the universality of international human rights point to persistent large-scale human-rights abusing regimes, such as the Democratic Republic of North Korea, as proof that there is nothing at all universal about human rights. This essay is an attempt to root out the implications of internal national policies on the suitability of international human rights whilst reinforcing their universality. The author of this essay, a military lawyer, reaches the conclusion that the pump of universal human rights don't work within the North Korea cause the vandals took the handle.


Profiles - Right Where We Started: Celebrating New York City Organizations At The Same Locations Over A Century Or More, James Hagy, Alicia Langone, Jordan Moss, Sahar Nikanjam, Bridget Pastorelle, Colin Pearce, Jennessy Angie Rivera, Ronna Zarrouk 2016 New York Law School

Profiles - Right Where We Started: Celebrating New York City Organizations At The Same Locations Over A Century Or More, James Hagy, Alicia Langone, Jordan Moss, Sahar Nikanjam, Bridget Pastorelle, Colin Pearce, Jennessy Angie Rivera, Ronna Zarrouk

Rooftops Project

Featuring these New York City not-for-profit institutions: The Art Students League of New York; The Bowne House Historical Society; The Bronx Zoo; Carnegie Hall; Flushing Friends (Old Quaker) Meeting House; Middle Collegiate Church; Snug Harbor Cultural Center & Botanic Garden and Sailors’ Snug Harbor in the City of New York

This article was collaboration among Professor James Hagy, Director of The Rooftops Project at New York Law School, and Alicia Langone, Jordan Moss, Sahar Nikanjam, Bridget Pastorelle, Colin Pearce, Jennessy Angie Rivera, and Ronna Zarrouk, student members of The Rooftops Project.


Standing For (And Up To) Separation Of Powers, Kent H. Barnett 2016 University of Georgia School of Law

Standing For (And Up To) Separation Of Powers, Kent H. Barnett

Indiana Law Journal

The U.S. Constitution requires federal agencies to comply with separation-of-powers (or structural) safeguards, such as by obtaining valid appointments, exercising certain limited powers, and being sufficiently subject to the President’s control. Who can best protect these safeguards? A growing number of scholars would allow only the political branches—Congress and the President—to defend them. These scholars would limit or end judicial review because private judicial challenges are aberrant to justiciability doctrine and lead courts to meddle in minor matters that rarely affect regulatory outcomes.

This Article defends the right of private parties to assert justiciable structural causes ...


Culture In Corporate Law Or: A Black Corporation, A Christian Corporation, And A Māori Corporation Walk Into A Bar . . ., Gwendolyn Gordon 2016 Seattle University School of Law

Culture In Corporate Law Or: A Black Corporation, A Christian Corporation, And A Māori Corporation Walk Into A Bar . . ., Gwendolyn Gordon

Seattle University Law Review

Recent Supreme Court cases have entrenched a new image of corporate civic identity, assigning to the corporate person rights and abilities based upon the cultural characteristics, social ties, civic commitments, and internal lives of the human beings involved in it. This vision of the corporation is exemplified in recent cases implicating a corporate right to engage in political speech (Citizens United v. Federal Election Commission) and a right of corporations to be free of government interference regarding religious convictions (Burwell v. Hobby Lobby Stores, Inc.). Although much is being written about the soundness of the results in these cases and ...


The Widening Scope Of Directors' Duties: The Increasing Impact Of Corporate Social And Environmental Responsibility, Thomas Clarke 2016 Seattle University School of Law

The Widening Scope Of Directors' Duties: The Increasing Impact Of Corporate Social And Environmental Responsibility, Thomas Clarke

Seattle University Law Review

This Article concerns the widening scope of directors’ duties under the increasing impact of the pressures for corporate social and environmental responsibility. Narrow interpretations of directors’ duties that focus simply on the commercial success of the business and relegate other considerations to externalities are not tenable in the present context. The dawning realization of the global consequences of imminent climate change provides a series of inescapable challenges for business enterprises.


What Might Replace The Modern Corporation? Uberization And The Web Page Enterprise, Gerald F. Davis 2016 Seattle University School of Law

What Might Replace The Modern Corporation? Uberization And The Web Page Enterprise, Gerald F. Davis

Seattle University Law Review

The number of public corporations in the United States has been in decline for almost twenty years. Alternative forms of organization, from LLCs and benefit corporations to Linux and Wikipedia, provide robust competition to traditional corporations, while short-lived, project-based enterprises that assemble supply chains from available parts are increasingly cost effective. Yet our understanding of corporate governance has not kept pace with the new organization of the economy and we continue to treat the public corporation with dispersed ownership as the default form of doing business. Meanwhile, many of the corporations going public in recent years have abandoned traditional standards ...


Benefit Corporations And Strategic Action Fields Or (The Existential Failing Of Delaware), Brett McDonnell 2016 Seattle University School of Law

Benefit Corporations And Strategic Action Fields Or (The Existential Failing Of Delaware), Brett Mcdonnell

Seattle University Law Review

This Article analyzes the creation and growth of benefit corporations from the perspective of strategic action field theory in an attempt to shed some light upon both the subject and the methodology. It considers how the new legal field of benefit corporations responded to weaknesses in the existing fields of business and nonprofit corporations. Where major field participants such as directors, officers, employees, shareholders, or donors wish to pursue both financial and public-spirited goals that sometimes conflict without subordinating either type of goal to the other, both profit and nonprofit corporations may be unsatisfactory. Benefit corporations attempt not only to ...


Notes On The Difficulty Of Studying The Corporation, Marina Welker 2016 Seattle University School of Law

Notes On The Difficulty Of Studying The Corporation, Marina Welker

Seattle University Law Review

In the award-winning documentary The Corporation, public intellectuals and activists characterize corporations as “externalizing machines,” “doom machines,” “persons with no moral conscience,” and “monsters trying to devour as much profit as possible at anyone’s expense.” In other footage, people on the street personify corporations: “General Electric: a kind old man with lots of stories;” “Nike: young, energetic;” “Microsoft: aggressive;” “McDonald’s: young, outgoing, enthusiastic;” “Monsanto: immaculately dressed;” “Disney: goofy;” “The Body Shop: deceptive.” The documentary, like screenwriter and legal scholar Joel Bakan’s book The Corporation: The Pathological Pursuit of Profit and Power, imparts dissonant messages about corporations. On ...


On The Existential Function Of The Social And The Limits Of Rationalist Accounts Of Human Behavior, Doug McAdam 2016 Seattle University School of Law

On The Existential Function Of The Social And The Limits Of Rationalist Accounts Of Human Behavior, Doug Mcadam

Seattle University Law Review

Rational choice theory has achieved widespread influence in a number of social science disciplines, most notably economics and political science. Given its prominent position within economics, it is not surprising that rational choice theory (and other rationalist perspectives) dominates theory and research on the corporation and decision-making by corporate actors. By contrast, however, the theory has failed to gain more than a toehold in sociology. Indeed, most sociologists are downright hostile to rational choice theory. When pressed to explain why, those in the discipline are very likely to complain that the perspective is “asociological”; that the theory posits an atomized ...


Agency Theory As Prophecy: How Boards, Analysts, And Fund Managers Perform Their Roles, Jiwook Jung, Frank Dobbin 2016 Seattle University School of Law

Agency Theory As Prophecy: How Boards, Analysts, And Fund Managers Perform Their Roles, Jiwook Jung, Frank Dobbin

Seattle University Law Review

In 1976, Michael Jensen and William Meckling published a paper reintroducing agency theory that explained how the modern corporation is structured to serve dispersed shareholders. They purported to describe the world as it exists but, in fact, they described a utopia, and their piece was read as a blueprint for that utopia. We take a page from the sociology of knowledge to argue that, in the modern world, economic theories function as prescriptions for behavior as much as they function as descriptions. Economists and management theorists often act as prophets rather than scientists, describing the world not as it is ...


The Theory Of Fields And Its Application To Corporate Governance, Neil Fligstein 2016 Seattle University School of Law

The Theory Of Fields And Its Application To Corporate Governance, Neil Fligstein

Seattle University Law Review

My goal here is twofold. First, I want to introduce the theory of strategic action fields to the law audience. The main idea in field theory in sociology is that most social action occurs in social arenas where actors know one another and take one another into account in their action. Scholars use the field construct to make sense of how and why social orders emerge, reproduce, and transform. Underlying this formulation is the idea that a field is an ongoing game where actors have to understand what others are doing in order to frame their actions. Second, I want ...


The Rhetoric Of Negative Externalities, Claire A. Hill 2016 Seattle University School of Law

The Rhetoric Of Negative Externalities, Claire A. Hill

Seattle University Law Review

Negative externalities are costs imposed on third parties. The paradigmatic example is pollution. A firm manufactures a product that generates toxic waste, and dumps the waste; society pays for the associated cost, including, for instance, the community’s health problems caused by the waste. Profit is supposed to measure the firm’s revenues in excess of the associated costs; because this cost is not included, the firm’s profits are higher than they should be, and there is more pollution than there should be. What is privately optimal diverges from what is socially optimal. The concept of negative externalities is ...


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