Digital Commons Network^™

The Audiences Of Statutes, David S. Louk

Cornell Law Review

Although a maxim of statutory drafting is to identify the relevant audience and draft so that the audience can "get the message," conventional theories of statutory interpretation often overlook important considerations about how statutes communicate and delegate to a diverse range of intended audiences. Statutes exist to change the conduct and behavior of many kinds of intended audiences, including administrative agencies, state and local governments, law enforcement officers, corporations, interest groups, lawyers, and laypeople. Influenced by lessons from the philosophies of law and language, this Article contends that Judicial statutory interpretation serves an important yet underappreciated role in providing a …

Incumbency Or Innovation: Why A Collective Agency View Of Cross-Border Payments Means Private Blockchains Cannot Prevail, Boaz B. Goldwater

Cornell International Law Journal

The abstract below was generated using an artificial intelligence tool. It has not been endorsed by the author.   This Note examines the global cross-border payments system through the lens of collective action theory, arguing that the Society for Worldwide Interbank Financial Telecommunication (SWIFT) functions not merely as a financial messaging network but as a collective agent essential to the stability and legitimacy of international finance. While technological innovations—particularly blockchain-based platforms such as Ripple—promise improvements in speed, cost, and efficiency, the author contends that these advantages alone are insufficient to supplant SWIFT. The cross-border payments system requires not only technical functionality …

The Foreign Corrupt Practices Act: Imposing An American Definition Of Corruption On Global Markets, Mateo J. De La Torre

Cornell International Law Journal

No abstract provided.

The Foreign Corrupt Practices Act: Imposing An American Definition Of Corruption On Global Markets, Mateo J. De La Torre

Cornell Law Library Prize for Exemplary Student Research Papers

Mateo de la Torre’s research had an international focus in examining the cross-cultural implications of Foreign Corrupt Practices Act (FCPA).

de la Torre’s research required a comparative analysis of foreign laws that are similar to the United States’ FCPA and included statutes, legislative histories, and commentary from Brazil, Japan, and the United Kingdom. He also consulted extensively with several members of the Cornell Law faculty. de la Torre’s findings provided the basis for his examination of the FCPA’s impact on nondomestic actors and markets, arguing that the United States’ aggressive stance belies the Act’s original purpose. He then presented frameworks …

Killing Conscience: The Unintended Behavioral Consequences Of "Pay For Performance", Lynn A. Stout

Cornell Law Faculty Publications

Contemporary lawmakers and reformers often argue that ex ante incentive contracts providing for large material rewards are the best and possibly only way to motivate corporate executives and other employees to serve their firms' interests. This Article offers a critique of the "pay for performance" approach. In particular, it explores why, for a variety of mutually reinforcing reasons, workplaces that rely on ex ante incentive contracts suppress unselfish prosocial behavior (conscience) and promote selfishness and opportunism. The end result may not be more efficient, but more uncooperative, unethical, and illegal employee behavior.

Cleaning Up The Financial Crisis Of 2008: Prosecutorial Discretion Or Prosecutorial Abdication?, Bradley T. Borden, David J. Reiss

Cornell Law Faculty Working Papers

When finance professionals play fast and loose, big problems result. Indeed, the 2008 Financial Crisis resulted from people in the real estate finance industry ignoring underwriting criteria for mortgages and structural finance products. That malfeasance filled the financial markets with mortgage-backed securities (MBS) that were worth a small fraction of the amount issuers represented to investors. It also loaded borrowers with liabilities that they never had a chance to satisfy.

Despite all the wrongdoing that caused the financial crisis, prosecutors have been slow to bring charges against individuals who originated bad loans, pooled bad mortgages, and sold bad MBS. Unfortunately, …

Hon. Ellsworth A. Van Graafeiland, Charles K. Whitehead

Cornell Law Review

No abstract provided.

Internet Governance: A Developing Nation’S Call For Administrative Legal Reform, Surya Mani Tripathi, Anshu Pratap Singh, Dipa Dube

International Journal of Legal Information

The internet has emerged as a reservoir of information and has pushed the world to evolve into a global village. Increased communication across political, social and economic barriers has created a virtual society of its own. This networked society poses considerable challenges for Internet Governance. The Internet Corporation for Assigned Names and Numbers (ICANN) is the institution responsible for the internet management. ICANN has been at the center of the debates over global governance of the internet. Key concerns raised in these debates involve the legitimacy of institutions as well as the participation of developed and developing nations in Internet …

Resolving The Continuing Controversy Regarding Confidential Informants In Private Securities Fraud Litigation, Michael J. Kaufman, John M. Wunderlich

Cornell Journal of Law and Public Policy

No abstract provided.

Unfair Warning: Breach Notification In The Fcc’S Enhanced Telephone Records Safeguards, Stephen L. Markus

Cornell Journal of Law and Public Policy

No abstract provided.

The Inevitability Of A Strong Sec, Robert A. Prentice

Cornell Law Review

No abstract provided.

Share Price As A Poor Criterion For Good Corporate Law, Lynn A. Stout

Cornell Law Faculty Publications

Academics, reformers, and business leaders all yearn for a single, objective, easy-to-read measure of corporate performance that can be used to judge the quality of public corporation law and practice. This collective desire is so powerful that it has led many commentators to grab onto the first marginally plausible candidate: share price.

Contemporary economic and corporate theory, as well as recent business history, nevertheless warn us against unthinking acceptance of share price as a measure of corporate performance. This Essay offers a brief reminder of some of the many reasons why stock prices often fail to reflect true corporate performance, …

European Law On Capital Markets – Quo Vadis?, Daniela Huemer

Cornell Law School Inter-University Graduate Student Conference Papers

The occurrence of more than a dozen accounting scandals in the United States over the past few years have deeply shaken the capital market and have led some to believe that “corporate and legal culture has lost all sense of right and wrong.” Scandals at companies such as Enron and Worldcom have cost thousands of employees their jobs and caused thousands of investors to lose their investments completely. Similar scandals have happened in Europe as well, such as at Parmalat and Lernout & Hauspie, which has caused an increasing reluctance among investors to trust companies with their dollars.

These circumstances …

Corporation Accountability: Achieving Internal Self-Governance Through Sustainability Reports, Sonia Gioseffi

Cornell Journal of Law and Public Policy

No abstract provided.

What Caused Enron - A Capsule Social And Economic History Of The 1990s, John C. Coffee Jr.

Cornell Law Review

No abstract provided.

Efficient Capital Markets, Corporate Disclosure, And Enron, Jonathan R. Macey

Cornell Law Review

No abstract provided.

Catastrophic Financial Failures: Enron And More, Geoffrey P. Miller

Cornell Law Review

No abstract provided.

Reforming Corporations Through Prosecution: Perspectives From An Sec Enforcement Lawyer, Barry W. Rashkover

Cornell Law Review

No abstract provided.

Reconsidering The Importance Of Law In Japanese Corporate Governance: Evidence From The Daiwa Bank Shareholder Derivative Case, Bruce E. Aronson

Cornell International Law Journal

No abstract provided.

The Cognitive Components Of Punishment, Jeffrey J. Rachlinski, Forest Jourden

Cornell Law Review

No abstract provided.

When Fair Consideration Is Not Fair, David F. Kurzawa Ii

Cornell Journal of Law and Public Policy

No abstract provided.

The Investor Confidence Game, Lynn A. Stout

Cornell Law Faculty Publications

Academic discussions of securities policy often assume that investors are hyperrational and distrustful actors who do not need the protections of the securities laws to avoid being defrauded. The time has come to recognize the limitations of this assumption and to consider as well the possibility and implications of investor trust. Experienced policymakers and businesspeople (and certainly experienced con artists) have long known that trust is a potent force in explaining and manipulating investor behavior. They are right. They are right to believe that investor confidence-meaning investor trust-is important to the market. They are right to think that trust has …

Legislating U.S. Data Privacy In The Context Of National Identification Numbers: Models From South Africa And The United Kingdom, R. Brian Black

Cornell International Law Journal

No abstract provided.

A Delicate Balance: Legislation, Institutional Change, And Transnational Bribery, Steven R. Salbu

Cornell International Law Journal

No abstract provided.

The Fbi In The 21st Century, Howard M. Shapiro

Cornell International Law Journal

No abstract provided.