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259 full-text articles. Page 1 of 4.

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 ...


Standard Project Alliance Agreements, Chris Slocombe 2014 Bond University

Standard Project Alliance Agreements, Chris Slocombe

Public Infrastructure Bulletin

Alliancing, as a project delivery model, has come a

long way since its beginnings in the North Sea oil &

gas industry, and its subsequent uptake in Australia in

the mid 1990s. Now, almost 20 years after the Wandoo

Alliance, Australia’s first alliance project, alliancing has

created for itself a place in the project delivery model

armoury of most procurers of significant works, both

public and (to a lesser extent) private. Between 2004

and 2009, the total value of alliance projects in the road,

rail and water sectors in New South Wales, Victoria,

Queensland and Western Australia was $32 billion ...


State Capital: Global And Australian Perspectives, George Gilligan, Megan Bowman 2014 Seattle University School of Law

State Capital: Global And Australian Perspectives, George Gilligan, Megan Bowman

Seattle University Law Review

The activities of state-related pools of capital need to be understood within the context of an era of globalization, in which economic and political ties between many jurisdictions are deepening, A variety of modes of governance are emerging that have a capacity for impacts of broad international scope. The rising influence of more proactive state-led capitalism is one of the shaping variables in how the global economy has been changing swiftly in recent decades, and the effects of the Global Financial Crisis have arguably accelerated these structural shifts. This Article identifies three discrete phenomena in the state capital arena. First ...


What Is A Corporation? Liberal, Confucion, And Socialist Theories Of Enterprise Organization (And State, Family, And Personhood), Teemu Ruskola 2014 Seattle University School of Law

What Is A Corporation? Liberal, Confucion, And Socialist Theories Of Enterprise Organization (And State, Family, And Personhood), Teemu Ruskola

Seattle University Law Review

What is a corporation? An easy, but not very informative, answer is that it is a legal person. More substantive answers suggest it is a moral person, a person/thing, a production team, a nexus of private agreements, a city, a semi-sovereign, or a (secular) God. Despite the economic, political, and social importance of the corporate form, we do not have a generally accepted legal theory of what a corporation is, apart from the law’s questionable assertion that it is a “person.” In this Article, the author places the idea, and law, of the corporation in a comparative context ...


"Quack Corporate Governance" As Traditional Chinese Medicine: The Securities Regulation Cannibalization Of China's Corporate Law And A State Regulator's Battle Against Party State Political Economic Power, NIcholas Calcina Howson 2014 Seattle University School of Law

"Quack Corporate Governance" As Traditional Chinese Medicine: The Securities Regulation Cannibalization Of China's Corporate Law And A State Regulator's Battle Against Party State Political Economic Power, Nicholas Calcina Howson

Seattle University Law Review

From the start of the People’s Republic of China’s (PRC) “corporatization” project in the late 1980s, a Chinese corporate governance regime subject to increasingly enabling legal norms has been determined by mandatory regulations imposed by the PRC securities regulator, the China Securities Regulatory Commission (CSRC). Indeed, the Chinese corporate law system has been cannibalized by all-encompassing securities regulation directed at corporate governance, at least for companies with listed stock. This Article traces the path of that sustained intervention and makes a case—wholly contrary to the “quack corporate governance” critique much aired in the United States—that for ...


The Evolution Of Corporate Governance In Japan: The Continuing Relevance Of Berle And Means, Takaya Seki, Thomas Clarke 2014 Seattle University School of Law

The Evolution Of Corporate Governance In Japan: The Continuing Relevance Of Berle And Means, Takaya Seki, Thomas Clarke

Seattle University Law Review

The evolution of corporate governance in Japan towards international standards continues, though at a gradual pace that often concerns outsiders. The substance of Japanese corporate governance is often questioned due to a lack of understanding of the unique elements of the Japanese institutional system. Japanese companies are under a sustained assault from overseas investors to introduce a greater number of independent directors on boards, improve accountability, and enhance transparency. The majority of Japanese companies have taken what they regard as significant steps in this direction of accountability. In Japan, however, there is a different conception of the role of the ...


The Third Way, Kent Greenfield 2014 Seattle University School of Law

The Third Way, Kent Greenfield

Seattle University Law Review

Shareholder supremacists argue that corporate management should be constrained by additional shareholder power to nominate directors, approve executive pay, or receive financial disclosures. Meanwhile, managerial and directorial apologists suggest that the way forward is to protect managerial prerogative. But, there is a third way: Managerial obligation could be increased without the obligation running solely to the holders of equity. This Article situates the current moment of intellectual churning in corporate law in a larger historical narrative and explains why we find ourselves in this moment. This Article then suggests what a third way might require in terms of conceptualization, process ...


Is The Independent Director Model Broken?, Roberta S. Karmel 2014 Seattle University School of Law

Is The Independent Director Model Broken?, Roberta S. Karmel

Seattle University Law Review

At common law, an interested director was barred from participating in corporate decisions in which he had an interest, and therefore “dis-interested” directors became desirable. This concept of the disinterested director developed into the model of an “independent director” and was advocated by the Securities and Exchange Commission and court decisions as a general ideal in a variety of situations. This Article explores doubts regarding the model of an “independent director” and suggests that director expertise may be more important that director independence. The Article then discusses shareholder primacy and sets forth alternatives to the shareholder primacy theory of the ...


The Third Way: Beyond Shareholder Or Board Primacy, Kent Greenfield 2014 Boston College Law School

The Third Way: Beyond Shareholder Or Board Primacy, Kent Greenfield

Boston College Law School Faculty Papers

There is a third possibility in corporate governance: real duties imposed on boards, but which run to all the company's stakeholders not just shareholders.


Agency In The Alternatives: Common-Law Perspectives On Binding The Firm, Deborah A. DeMott 2014 Duke Law

Agency In The Alternatives: Common-Law Perspectives On Binding The Firm, Deborah A. Demott

Faculty Scholarship

This chapter in a forthcoming book examines the external aspects of agency law in the context of unincorporated firms, that is, the capacity of actors associated a firm to bind it to the legal consequences of interactions with third parties. The chapter focuses in particular on the impact of acts done by a representative for which the representative lacked actual authority. The chapter differentiates the terminology and concepts associated with partnership law from the common law of agency, in particular, a partner's capacity to bind the firm albeit the partner lacks actual authority, which the chapter terms the partner ...


Liquid Assets: A Coasian Economic Analysis Of Oregon's Allocation Of Conserved Water Program, Richard A. Grisel 2013 SelectedWorks

Liquid Assets: A Coasian Economic Analysis Of Oregon's Allocation Of Conserved Water Program, Richard A. Grisel

Richard A Grisel

Diversions for residential, agricultural, recreational, commercial, industrial, and other beneficial uses have had the effect of removing water from rivers and tributaries throughout the western U.S. Another, more recent, competing use is ecological, demonstrated by the legal recognition of instream beneficial uses in some jurisdictions. As awareness of the progressively acute need for reallocation has increased in the arid West, so has interest in water markets and other mechanisms to facilitate transfers across beneficial uses. However, governments and water users face a legacy prior appropriation system that prohibits instream beneficial uses, encourages maximal diversion, stifles water right fungibility, and ...


Tactics, Strategies & Battles—Oh My!: Perseverance Of The Perpetual Problem Regarding Preaching To Public School Pupils & Why It Persists, Casey S. McKay 2013 SelectedWorks

Tactics, Strategies & Battles—Oh My!: Perseverance Of The Perpetual Problem Regarding Preaching To Public School Pupils & Why It Persists, Casey S. Mckay

Casey S. McKay

After reviewing the history of the religious war on Darwin’s Theory of Evolution, my article, “Tactics, Strategies & Battles—Oh My!: Perseverance of the Perpetual Problem Regarding Preaching to Public School Pupils & Why it Persists,“ examines why such a seemingly well-settled issue survives and, to some extent, succeeds.

First, by exploiting common misconceptions among the American public, lawmakers are able to take advantage of ignorance driven by strong emotions. Next, religious special interests groups, with seemingly unlimited funds, thrust propaganda supported by worldwide media reinforcement on an already vulnerable American public. Thus, irresponsible state legislators, caught between a rock and ...


Investment Dispute Resolution Under The Transpacific Partnership Agreement: Prelude To A Slippery Slope?, Leon E. Trakman Professor 2013 SelectedWorks

Investment Dispute Resolution Under The Transpacific Partnership Agreement: Prelude To A Slippery Slope?, Leon E. Trakman Professor

Leon E Trakman Dean

Intense debate is currently brewing over the multistate negotiation of the Transpacific Partnership Agreement [TPPA], led by the United States. The TPPA will be the largest trade and investment agreement after the European Union, with trillions of investment dollars at stake. However, there is little understanding of the complex issues involved in regulating inbound and outbound investment. The negotiating of the TPPA is shrouded in both mystery and dissension among negotiating countries. NGOs, investor and legal interest groups heatedly debate how the TPPA ought to regulate international investment. However this dissension is resolved, it will have enormous economic, political and ...


Gaming The System: Bio-Economics, Game Theory, & Fisheries Management, Richard A. Grisel 2012 SelectedWorks

Gaming The System: Bio-Economics, Game Theory, & Fisheries Management, Richard A. Grisel

Richard A Grisel

This paper argues that game theory provides powerful, effective new tools to analyze externalities that occur in the context of strategic, multi-party, interactive decision-making. I will attempt to treat this as a non-technical paper and avoid the complex mathematics better left to economists and mathematicians. Instead, a more achievable goal is to illustrate how high-seas open-access fishing is virtually identical to a game situation, treat the fundamentals of game theory, and demonstrate that game theoretic analyses are well-suited and fruitful for designing effective policy responses to fisheries management, particularly with respect to the straddling stocks problem. Indeed, one seminal fisheries ...


Encontrar Las Diferencias: Ley De Contrataciones Del Estado Y Ley De App's, Jonnathan Bravo, Rodolfo Miranda 2012 SelectedWorks

Encontrar Las Diferencias: Ley De Contrataciones Del Estado Y Ley De App's, Jonnathan Bravo, Rodolfo Miranda

Juan Jonnathan Bravo

No abstract provided.


The Limited Liability Company As A Security, Mark I. Steinberg, Karen L. Conway 2012 Pepperdine University

The Limited Liability Company As A Security, Mark I. Steinberg, Karen L. Conway

Pepperdine Law Review

No abstract provided.


Are Limited Liability Company Interests Securities?, Mark A. Sargent 2012 Pepperdine University

Are Limited Liability Company Interests Securities?, Mark A. Sargent

Pepperdine Law Review

No abstract provided.


Partnership Tax Planning Without Falling Into The Canal (Outline), Andrea M. Whiteway 2012 College of William & Mary Law School

Partnership Tax Planning Without Falling Into The Canal (Outline), Andrea M. Whiteway

William & Mary Annual Tax Conference

No abstract provided.


Partnership Tax Planning Without Falling Into The Canal (Slides), Andrea M. Whiteway 2012 College of William & Mary Law School

Partnership Tax Planning Without Falling Into The Canal (Slides), Andrea M. Whiteway

William & Mary Annual Tax Conference

No abstract provided.


“Advancing With The Times: Industrial Design Protection In The Era Of Virtual Migration”, Horacio E. Gutiérrez 2012 Maurer School of Law: Indiana University

“Advancing With The Times: Industrial Design Protection In The Era Of Virtual Migration”, Horacio E. Gutiérrez

IP Theory

No abstract provided.


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