Open Access. Powered by Scholars. Published by Universities.®
- Discipline
-
- Law and Economics (19)
- Social and Behavioral Sciences (18)
- Business Organizations Law (15)
- Economics (12)
- Law and Society (12)
-
- Business Law, Public Responsibility, and Ethics (9)
- Policy Design, Analysis, and Evaluation (9)
- Public Affairs, Public Policy and Public Administration (9)
- Technology and Innovation (7)
- Corporate Finance (6)
- Political Economy (6)
- Securities Law (6)
- Public Policy (4)
- Administrative Law (3)
- Agency (3)
- Commercial Law (3)
- Contracts (3)
- Economic Policy (3)
- Entrepreneurial and Small Business Operations (3)
- Environmental Law (3)
- Finance (3)
- Insurance (3)
- Insurance Law (3)
- Public Law and Legal Theory (3)
- Science and Technology Law (3)
- Taxation-Federal (3)
- Accounting (2)
- Antitrust and Trade Regulation (2)
- Keyword
-
- Corporate governance (7)
- Corporations (5)
- Innovation (5)
- Fiduciary duties (3)
- Fintech (3)
-
- Law and economics (3)
- Securities law (3)
- Administrative law (2)
- Antitrust (2)
- Blockchain (2)
- C corporations (2)
- Comparison (2)
- Competition (2)
- Entrepreneurship (2)
- Federal income taxation (2)
- Fiduciary duty (2)
- IPO (2)
- Institutional investors (2)
- Intermediary risk (2)
- Labor (2)
- Liability insurance (2)
- Loyalty (2)
- Mass conversion (2)
- Moral hazard (2)
- Oversight (2)
- Passthrough deduction (2)
- Passthrough entities (2)
- Patents (2)
- Rate changes (2)
- Shareholder activism (2)
- Publication Type
Articles 1 - 30 of 45
Full-Text Articles in Business
Toward Fair And Sustainable Capitalism: A Comprehensive Proposal To Help American Workers, Restore Fair Gainsharing Between Employees And Shareholders, And Increase American Competitiveness By Reorienting Our Corporate Governance System Toward Sustainable Long-Term Growth And Encouraging Investments In America’S Future, Leo E. Strine Jr.
All Faculty Scholarship
To promote fair and sustainable capitalism and help business and labor work together to build an American economy that works for all, this paper presents a comprehensive proposal to reform the American corporate governance system by aligning the incentives of those who control large U.S. corporations with the interests of working Americans who must put their hard-earned savings in mutual funds in their 401(k) and 529 plans. The proposal would achieve this through a series of measured, coherent changes to current laws and regulations, including: requiring not just operating companies, but institutional investors, to give appropriate consideration to and make …
The Reverse Agency Problem In The Age Of Compliance, Asaf Eckstein, Gideon Parchomovsky
The Reverse Agency Problem In The Age Of Compliance, Asaf Eckstein, Gideon Parchomovsky
All Faculty Scholarship
The agency problem, the idea that corporate directors and officers are motivated to prioritize their self-interest over the interest of their corporation, has had long-lasting impact on corporate law theory and practice. In recent years, however, as federal agencies have stepped up enforcement efforts against corporations, a new problem that is the mirror image of the agency problem has surfaced—the reverse agency problem. The surge in criminal investigations against corporations, combined with the rising popularity of settlement mechanisms including Pretrial Diversion Agreements (PDAs), and corporate plea agreements, has led corporations to sacrifice directors and officers in order to reach settlements …
Redefining Leadership In The Age Of The Sdgs: Accelerating And Scaling Up Delivery Through Innovation And Inclusion, Phumzile Mlambo-Ngcuka, Rangita De Silva De Alwis
Redefining Leadership In The Age Of The Sdgs: Accelerating And Scaling Up Delivery Through Innovation And Inclusion, Phumzile Mlambo-Ngcuka, Rangita De Silva De Alwis
All Faculty Scholarship
In 2015 the United Nations adopted seventeen Sustainable Development Goals (SDGs) to promote prosperity while protecting the environment. Our research examines how the SDGs, considered the grandest vision for sustainable development for the world, can be accelerated by ambitious leaders in the field of innovation. Through careful selection based on the type of industry, scale, impact, and diversity, we study a cohort of bold leaders who are shaping a brave new world. In turn, the urgent charge of the SDGs provides a platform and an innovation lab to incubate new ideas for inclusion and technologies.
Social Activism Through Shareholder Activism, Lisa Fairfax
Social Activism Through Shareholder Activism, Lisa Fairfax
All Faculty Scholarship
In 1952, the SEC altered the shareholder proposal rule to exclude proposals made “primarily for the purpose of promoting general economic, political, racial, religious, social or similar causes.” The SEC did not reference civil rights activist James Peck or otherwise acknowledge that its actions were prompted by Peck’s 1951 shareholder proposal to Greyhound for desegregating seating. Instead, the SEC indicated that its change simply reflected a codification of a position the SEC staff had taken in 1945.
Today, the shareholder proposal rule has evolved, giving way to several amendments that now enable shareholders to submit proposals on the proxy statement …
Making Sustainability Disclosure Sustainable, Jill E. Fisch
Making Sustainability Disclosure Sustainable, Jill E. Fisch
All Faculty Scholarship
Sustainability is receiving increasing attention from issuers, investors and regulators. The desire to understand issuer sustainability practices and their relationship to economic performance has resulted in a proliferation of sustainability disclosure regimes and standards. The range of approaches to disclosure, however, limit the comparability and reliability of the information disclosed. The Securities & Exchange Commission (SEC) has solicited comment on whether to require expanded sustainability disclosures in issuer’s periodic financial reporting, and investors have communicated broad-based support for such expanded disclosures, but, to date, the SEC has not required general sustainability disclosure.
This Article argues that claims about the relationship …
From Apathy To Activism: The Emergence, Impact, And Future Of Shareholder Activism As The New Corporate Governance Norm, Lisa M. Fairfax
From Apathy To Activism: The Emergence, Impact, And Future Of Shareholder Activism As The New Corporate Governance Norm, Lisa M. Fairfax
All Faculty Scholarship
The conventional and long-held view that public company shareholders are, and should be, rationally apathetic is waning. Today, public company shareholders are active. Such shareholders have actively sought to increase their voting power and influence over director elections and other important corporate matters. These shareholders not only have been voting, but they also have been voting against management preferences. Moreover, public company shareholders increasingly have begun to request, and in some instances demand, that corporate officers and directors engage with them around a range of issues. The shift away from shareholder apathy reflects a radical departure from the traditional corporate …
Toward A Horizontal Fiduciary Duty In Corporate Law, Asaf Eckstein, Gideon Parchomovsky
Toward A Horizontal Fiduciary Duty In Corporate Law, Asaf Eckstein, Gideon Parchomovsky
All Faculty Scholarship
Fiduciary duty is arguably the single most important aspect of our corporate law system. It consists of two distinct sub-duties—a duty of care and a duty of loyalty—and it applies to all directors and corporate officers. Yet, under extant law, the duty only applies vertically, in the relationship between directors and corporate officers and the firm. At present, there exists no horizontal fiduciary duty: directors and corporate officers owe no fiduciary duty to each other. Consequently, if one of them fails her peers, they cannot seek direct legal recourse against her even when they stand to suffer significant reputational and …
Capturing Regulatory Agendas?: An Empirical Study Of Industry Use Of Rulemaking Petitions, Daniel Walters
Capturing Regulatory Agendas?: An Empirical Study Of Industry Use Of Rulemaking Petitions, Daniel Walters
All Faculty Scholarship
A great deal of skepticism toward administrative agencies stems from the widespread perception that they excessively or even exclusively cater to business interests. From the political right comes the accusation that business interests use regulation to erect barriers to entry that protect profits and stifle competition. From the political left comes the claim that business interests use secretive interactions with agencies to erode and negate beneficial regulatory programs. Regulatory “capture” theory elevates many of these claims to the status of economic law. Despite growing skepticism about capture theory in academic circles, empirical studies of business influence and capture return ambiguous …
Intermediated Securities Holding Systems Revisited: A View Through The Prism Of Transparency, Thomas Keijser, Charles W. Mooney Jr.
Intermediated Securities Holding Systems Revisited: A View Through The Prism Of Transparency, Thomas Keijser, Charles W. Mooney Jr.
All Faculty Scholarship
This chapter explains several benefits of adopting transparent information technology systems for intermediated securities holding infrastructures. Such transparent systems could ameliorate various prevailing problems that confront existing tiered, intermediated holding systems, including those related to corporate actions (dividends, voting), claims against issuers and upper-tier intermediaries, loss sharing and set-off in insolvency proceedings, money laundering and terrorist financing, and privacy, data protection, and confidentiality. Moreover, transparent systems could improve the functions of intermediated holding systems even without changes in laws or regulations. They also could provide a catalyst for law reform and a roadmap for substantive content of reforms. Among potential …
The Tcja And The Questionable Incentive To Incorporate, Part 2, Michael S. Knoll
The Tcja And The Questionable Incentive To Incorporate, Part 2, Michael S. Knoll
All Faculty Scholarship
The Tax Cuts and Jobs Act (TCJA) has put the question should a business be organized as a passthrough entity or as a corporation at center stage. The TCJA eliminated much of the tax disadvantage from using the corporate form, but did Congress go so far that it advantaged corporations relative to pass-through entities? Some prominent commentators say yes. They argue that the federal income tax now encourages individual owners of pass-through businesses to restructure their business as subchapter C corporations, and they predict that the TCJA will lead to a cascade of incorporations. The principal driver of the shift …
The Tcja And The Questionable Incentive To Incorporate, Michael S. Knoll
The Tcja And The Questionable Incentive To Incorporate, Michael S. Knoll
All Faculty Scholarship
The Tax Cuts and Jobs Act (TCJA) has put the question should a business be organized as a passthrough entity or as a corporation at center stage. The TCJA eliminated much of the tax disadvantage from using the corporate form, but did Congress go so far that it advantaged corporations relative to pass-through entities? Some prominent commentators say yes. They argue that the federal income tax now encourages individual owners of pass-through businesses to restructure their business as subchapter C corporations, and they predict that the TCJA will lead to a cascade of incorporations. The principal driver of the shift …
The Regulatory Vision Of Universal Healthcare In The United States: Strategic, Economic, And Moral Decision-Making, Miriam F. Weismann, Irving Jorge
The Regulatory Vision Of Universal Healthcare In The United States: Strategic, Economic, And Moral Decision-Making, Miriam F. Weismann, Irving Jorge
University of Pennsylvania Journal of Business Law
No abstract provided.
Blockchain Plumbing: A Potential Solution For Shareholder Voting?, Spencer J. Nord
Blockchain Plumbing: A Potential Solution For Shareholder Voting?, Spencer J. Nord
University of Pennsylvania Journal of Business Law
No abstract provided.
Reforming International Human Rights Litigation Against Corporate Defendants After Jesner V. Arab Bank, Gerlinde Berger-Walliser
Reforming International Human Rights Litigation Against Corporate Defendants After Jesner V. Arab Bank, Gerlinde Berger-Walliser
University of Pennsylvania Journal of Business Law
No abstract provided.
The Contract As Anti-Corruption Platform For The Global Corporate Sector, Jeffrey R. Boles
The Contract As Anti-Corruption Platform For The Global Corporate Sector, Jeffrey R. Boles
University of Pennsylvania Journal of Business Law
No abstract provided.
Harmonizing Governance, Risk Management, And Compliance Through The Paradigm Of Behavioral Ethics Risk, Todd Haugh
Harmonizing Governance, Risk Management, And Compliance Through The Paradigm Of Behavioral Ethics Risk, Todd Haugh
University of Pennsylvania Journal of Business Law
No abstract provided.
Two Paths To Development: Policy Channeling And Listed State-Owned Enterprise Management In Peru And Colombia, Evan B. Shaver
Two Paths To Development: Policy Channeling And Listed State-Owned Enterprise Management In Peru And Colombia, Evan B. Shaver
University of Pennsylvania Journal of Business Law
No abstract provided.
Global Settlements: Promise And Peril, John C. Coffee Jr.
Global Settlements: Promise And Peril, John C. Coffee Jr.
University of Pennsylvania Journal of Business Law
No abstract provided.
Principles For State Prosecution Of Securities Crime In A Dual-Regulatory, Multi-Enforcer Regime, Wendy Gerwick Couture
Principles For State Prosecution Of Securities Crime In A Dual-Regulatory, Multi-Enforcer Regime, Wendy Gerwick Couture
University of Pennsylvania Journal of Business Law
No abstract provided.
Personal Liability Of Directors And Officers In Tort: Searching For Coherence And Accountability, Shannon Kathleen O'Byrne, Cindy A. Schipani
Personal Liability Of Directors And Officers In Tort: Searching For Coherence And Accountability, Shannon Kathleen O'Byrne, Cindy A. Schipani
University of Pennsylvania Journal of Business Law
No abstract provided.
Civil Penalties Against Public Companies In Sec Enforcement Actions: An Empirical Analysis, David Rosenfeld
Civil Penalties Against Public Companies In Sec Enforcement Actions: An Empirical Analysis, David Rosenfeld
University of Pennsylvania Journal of Business Law
No abstract provided.
Fighting Corruption In Latin America With Multilateral Development Assistance, Kevin J. Fandl
Fighting Corruption In Latin America With Multilateral Development Assistance, Kevin J. Fandl
University of Pennsylvania Journal of Business Law
No abstract provided.
Ineffective Vindication Of Antitrust Rights, Raul C. Loureiro
Ineffective Vindication Of Antitrust Rights, Raul C. Loureiro
University of Pennsylvania Journal of Business Law
No abstract provided.
Comparative Warranty Law: Case Of Planned Obsolescence, Stefan Wrbka, Larry A. Dimatteo
Comparative Warranty Law: Case Of Planned Obsolescence, Stefan Wrbka, Larry A. Dimatteo
University of Pennsylvania Journal of Business Law
No abstract provided.
Proactive Resolution Of Sovereign And Subnational Debt, Steven L. Schwarcz
Proactive Resolution Of Sovereign And Subnational Debt, Steven L. Schwarcz
University of Pennsylvania Journal of Business Law
No abstract provided.
Rule 10b-5 And Business Combination Transactions, Robert T. Miller
Rule 10b-5 And Business Combination Transactions, Robert T. Miller
University of Pennsylvania Journal of Business Law
No abstract provided.
The Problem Of Sunsets, Jill E. Fisch, Steven Davidoff Solomon
The Problem Of Sunsets, Jill E. Fisch, Steven Davidoff Solomon
All Faculty Scholarship
An increasing percentage of corporations are going public with dual class stock in which the shares owned by the founders or other corporate insiders have greater voting rights than the shares sold to public investors. Some commentators have criticized the dual class structure as unfair to public investors by reducing the accountability of insiders; others have defended the value of dual class in encouraging innovation by providing founders with insulation from market pressure that enables them to pursue their idiosyncratic vision.
The debate over whether dual class structures increase or decrease corporate value is, to date, unresolved. Empirical studies have …
Mutual Fund Advisory Fees: An Objective Fiduciary Standard, Stewart L. Brown
Mutual Fund Advisory Fees: An Objective Fiduciary Standard, Stewart L. Brown
University of Pennsylvania Journal of Business Law
No abstract provided.
Intellectual Property And Competition, Herbert J. Hovenkamp
Intellectual Property And Competition, Herbert J. Hovenkamp
All Faculty Scholarship
A legal system that relies on private property rights to promote economic development must consider that profits can come from two different sources. First, both competition under constant technology and innovation promote economic growth by granting many of the returns to the successful developer. Competition and innovation both increase output, whether measured by quantity or quality. Second, however, profits can come from practices that reduce output, in some cases by reducing quantity, or in others by reducing innovation.
IP rights and competition policy were traditionally regarded as in conflict. IP rights create monopoly, which was thought to be inimical to …