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Articles 1 - 30 of 35
Full-Text Articles in Law
Uncovering Elon's Data Empire, Carliss Chatman, Carla L. Reyes
Uncovering Elon's Data Empire, Carliss Chatman, Carla L. Reyes
Faculty Journal Articles and Book Chapters
In 2022, Elon Musk publicly announced that he would purchase Twitter after acquiring a five percent stake in the company. His failure to report this acquisition—and the company’s failure to notice—allowed Musk to continue purchasing stock at a deflated price, costing the company more than $156 million. After the signing of a merger agreement, the details of the transaction caused wild fluctuations in Tesla’s stock price. Musk’s complaints about the management of Twitter and the existence of bots on the platform led Twitter’s stock to also drop in value, as did Musk’s attempts to withdraw from the transaction. Even after …
Konsep Penerapan Prinsip Business Judgement Rule Pada Keputusan Direksi Badan Usaha Milik Negara (Bumn), Gita Wanda Sesara
Konsep Penerapan Prinsip Business Judgement Rule Pada Keputusan Direksi Badan Usaha Milik Negara (Bumn), Gita Wanda Sesara
"Dharmasisya” Jurnal Program Magister Hukum FHUI
Member of the Board of Directors (Director) of State Owned Enterprises (BUMN) are appointed and dismissed by the Shareholders which if the shares are one hundred percent owned by the government, then he appointment and dismissal of Director are carried out by the government. As an extension of the government, Director are required to be able to manage the company with integrity, prudence, as well as profit-oriented. Director in carrying out the company activities must be able to prove that the decisions are not based on personal decisions, but only for corporate purposes. Director manages the company by adhering to …
Rethinking "Political" Considerations In Investment, David H. Webber
Rethinking "Political" Considerations In Investment, David H. Webber
Faculty Scholarship
Five years ago, Professor David H. Webber was invited to deliver an address both to our Delaware Law School community and to the Delaware Bench and Bar as Visiting Scholar in Residence of Corporate and Business Law. Webber's Speech, "Rethinking 'Political' Considerations in Investment," made several predictions about the rise of politicized investment which were quite prescient. As relevant today as when it was delivered, this piece explores the consideration of investment factors outside the traditional realm of shareholder profit maximization, both in its current state and in the future. Webber's analysis of how investors balance the role of capital …
Proxy Access Voting: Evaluating Proxy Access And The Recent Phenomenon Of Corporations Adopting Shareholder Protective Policies, Danielle Vukovich
Proxy Access Voting: Evaluating Proxy Access And The Recent Phenomenon Of Corporations Adopting Shareholder Protective Policies, Danielle Vukovich
San Diego International Law Journal
Shareholders hold a financial stake in a corporation, and therefore are often viewed as owners of the corporation and believed to be in control for all corporate actions. However, their powers are circumscribed. Board of directors committees nominate directors to serve the corporation and these directors have the power to select the corporation’s officers. The committees provide shareholders a slate of proposed directors that are voted on and approved at the annual shareholder meeting. Shareholders may also propose their own slate of directors, but this typically requires a proxy contest, which can be expensive due to the costs both associated …
Ceo Side Payments In Mergers And Acquisitions, Brian Broughman
Ceo Side Payments In Mergers And Acquisitions, Brian Broughman
Vanderbilt Law School Faculty Publications
In addition to golden parachutes, CEOs often negotiate for personal side payments in connection with the sale of their firms. Side payments differ from golden parachutes in that they are negotiated ex post in connection with a specific acquisition proposal, whereas golden parachutes are part of the executive’s employment agreement negotiated when she is hired. While side payments may benefit shareholders by countering managerial resistance to an efficient sale, they can also be used to redistribute merger proceeds to management. This Article highlights an overlooked distinction between pre-merger golden parachutes and merger side payments. Similar to a legislative rider attached …
Rethinking Corporate Governance For A Bondholder Financed, Systemically Risky World, Steven L. Schwarcz
Rethinking Corporate Governance For A Bondholder Financed, Systemically Risky World, Steven L. Schwarcz
Faculty Scholarship
This Article makes two arguments that, combined, demonstrate an important synergy: first, including bondholders in corporate governance could help to reduce systemic risk because bondholders are more risk averse than shareholders; second, corporate governance should include bondholders because bonds now dwarf equity as a source of corporate financing and bond prices are increasingly tied to firm performance.
Agency Theory As Prophecy: How Boards, Analysts, And Fund Managers Perform Their Roles, Jiwook Jung, Frank Dobbin
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, …
Lack Of Marketability And Minority Discounts In Valuing Close Corporation Stock: Elusiveness And Judicial Synchrony In Pursuit Of Equitable Consensus, Stephen J. Leacock
Lack Of Marketability And Minority Discounts In Valuing Close Corporation Stock: Elusiveness And Judicial Synchrony In Pursuit Of Equitable Consensus, Stephen J. Leacock
Faculty Scholarship
No abstract provided.
On The Rise Of Shareholder Primacy, Signs Of Its Fall, And The Return Of Managerialism (In The Closet), Lynn Stout
On The Rise Of Shareholder Primacy, Signs Of Its Fall, And The Return Of Managerialism (In The Closet), Lynn Stout
Lynn A. Stout
In their 1932 opus "The Modern Corporation and Public Property," Adolf Berle and Gardiner Means famously documented the evolution of a new economic entity—the public corporation. What made the public corporation “public,” of course, was that it had thousands or even hundreds of thousands of shareholders, none of whom owned more than a small fraction of outstanding shares. As a result, the public firm’s shareholders had little individual incentive to pay close attention to what was going on inside the firm, or even to vote. Dispersed shareholders were rationally apathetic. If they voted at all, they usually voted to approve …
Limits Of Disclosure, Steven M. Davidoff, Claire A. Hill
Limits Of Disclosure, Steven M. Davidoff, Claire A. Hill
Steven Davidoff Solomon
One big focus of attention, criticism, and proposals for reform in the aftermath of the 2008 financial crisis has been securities disclosure. Many commentators have emphasized the complexity of the securities being sold, arguing that no one could understand the disclosure. Some observers have noted that disclosures were sometimes false or incomplete. What follows these issues, to some commentators, is that, whatever other lessons we may learn from the crisis, we need to improve disclosure. How should it be improved? Commentators often lament the frailties of human understanding, notably including those of everyday retail investors—people who do not understand or …
Is The Independent Director Model Broken?, Roberta S. Karmel
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 …
On The Rise Of Shareholder Primacy, Signs Of Its Fall, And The Return Of Managerialism (In The Closet), Lynn A. Stout
On The Rise Of Shareholder Primacy, Signs Of Its Fall, And The Return Of Managerialism (In The Closet), Lynn A. Stout
Seattle University Law Review
In their 1932 opus "The Modern Corporation and Public Property," Adolf Berle and Gardiner Means famously documented the evolution of a new economic entity—the public corporation. What made the public corporation “public,” of course, was that it had thousands or even hundreds of thousands of shareholders, none of whom owned more than a small fraction of outstanding shares. As a result, the public firm’s shareholders had little individual incentive to pay close attention to what was going on inside the firm, or even to vote. Dispersed shareholders were rationally apathetic. If they voted at all, they usually voted to approve …
The Future Of Shareholder Democracy In The Shadow Of The Financial Crisis, Alan Dignam
The Future Of Shareholder Democracy In The Shadow Of The Financial Crisis, Alan Dignam
Seattle University Law Review
This Article argues that the U.K. regulatory response to the financial crisis, in the form of “stewardship” and shareholder engagement, is an error built on a misunderstanding of the key active role shareholders played in the enormous corporate governance failure represented by the banking crisis. Shareholders’ passivity, rather than activity, has characterized the reform perception of the shareholder role in corporate governance. This characterization led to the conclusion that if only they were more active they would be more responsible “stewards” of the corporation. If, as this Article argues, shareholder activity was part of the problem in the banks, then …
Limits Of Disclosure, Steven M. Davidoff, Claire A. Hill
Limits Of Disclosure, Steven M. Davidoff, Claire A. Hill
Seattle University Law Review
One big focus of attention, criticism, and proposals for reform in the aftermath of the 2008 financial crisis has been securities disclosure. Many commentators have emphasized the complexity of the securities being sold, arguing that no one could understand the disclosure. Some observers have noted that disclosures were sometimes false or incomplete. What follows these issues, to some commentators, is that, whatever other lessons we may learn from the crisis, we need to improve disclosure. How should it be improved? Commentators often lament the frailties of human understanding, notably including those of everyday retail investors—people who do not understand or …
Shareholders And Social Welfare, William W. Bratton, Michael L. Wachter
Shareholders And Social Welfare, William W. Bratton, Michael L. Wachter
Seattle University Law Review
This Article addresses the questions of whether and how shareholders matter for social welfare, finding that different and contrasting answers have prevailed during different periods of recent history. Observers in the mid-twentieth century believed that the socioeconomic characteristics of real-world shareholders were highly pertinent to social welfare inquiries. But those observers went on to conclude that there followed no justification for catering to shareholder interest, for shareholders occupied elite social strata. The answer changed during the twentieth century’s closing decades, when observers came to accord the shareholder interest a key structural role in the enhancement of economic efficiency even as …
Corporation Code Sections 309 And 1203: California Redefines Directors' Duties Towards Shareholders, Ernest F. Batenga, Mark Willis
Corporation Code Sections 309 And 1203: California Redefines Directors' Duties Towards Shareholders, Ernest F. Batenga, Mark Willis
Pepperdine Law Review
No abstract provided.
The Supreme Court And The Shareholder Litigant: Basic, Inc. V. Levinson In Context, Jayne W. Barnard
The Supreme Court And The Shareholder Litigant: Basic, Inc. V. Levinson In Context, Jayne W. Barnard
Pepperdine Law Review
No abstract provided.
The Regulation Of U.S. Money Market Funds: Lessons From Europe, Latoya C. Brown
The Regulation Of U.S. Money Market Funds: Lessons From Europe, Latoya C. Brown
Latoya C. Brown, Esq.
The recent financial crisis challenged long held perceptions of money market funds (“MMFs”) as stable and highly liquid instruments. Regulators in the US and in Europe now seek to impose additional rules on MMFs to avoid another significant failure as happened to the Reserve Fund. In the US, the debate is drawing even more media attention as question of which regulatory body - such as the Securities and Exchange Commission, the Treasury Department, and the Financial Stability Oversight Council – should lead the way has taken interesting twists and turns. This paper examines primary reform options being proposed in the …
A Very Quiet Revolution: A Primer On Securities Crowdfunding And Title Iii Of The Jobs Act, Thaya Brook Knight, Huiwen Leo, Adrian A. Ohmer
A Very Quiet Revolution: A Primer On Securities Crowdfunding And Title Iii Of The Jobs Act, Thaya Brook Knight, Huiwen Leo, Adrian A. Ohmer
Michigan Business & Entrepreneurial Law Review
This essay introduces the complex regulatory regime that governs the public sale of all securities, no matter how small the offeror. It is intended as a rudimentary roadmap for the start-up or its counsel and will, hopefully, help to illuminate the traps for the unwary while providing an overview of the regulatory universe in which securities crowdfunding will operate.
Then And Now: Professor Berle And The Unpredictable Shareholder, Jennifer G. Hill
Then And Now: Professor Berle And The Unpredictable Shareholder, Jennifer G. Hill
Seattle University Law Review
Shareholders, and the relationship between shareholders and management, lay at the heart of Professor Berle’s scholarship. The goal of this Article is to compare the image of shareholders emerging from The Modern Corporation and Private Property and the Berle/Dodd debate with a range of contemporary visions of the shareholder that underpin some international regulatory responses to recent financial debacles, from Enron to the current global financial crisis. As the Article dis- cusses, these recent developments in the era of financial crises have prompted a reevaluation of the traditional image of the shareholder—and the role of the shareholder in the modern …
Populist Retribution And International Competition In Financial Services Regulation, Adam C. Pritchard
Populist Retribution And International Competition In Financial Services Regulation, Adam C. Pritchard
Articles
The pattern of regulatory reform in financial services regulation follows a predictable pattern in democratic states. A hyperactive market generates a bubble, the bubble deflates, and much financial pain ensues for those individuals who bought at the top of the market. The financial mess brings the scrutiny of politicians, who vow "Never again!" A political battle ensues, with representatives of the financial services industry fighting a rearguard action to preserve its prerogatives amidst cries for the bankers' scalps. Regulations, carefully crafted to win the last war, are promulgated. Memories fade of the foolish enthusiasm that fed the last bubble. Slowly, …
Wasting The Corporate Waste Doctrine: How The Doctrine Can Provide A Viable Solution In Controlling Excessive Executive Compensation, Steven Clayton Caywood
Wasting The Corporate Waste Doctrine: How The Doctrine Can Provide A Viable Solution In Controlling Excessive Executive Compensation, Steven Clayton Caywood
Michigan Law Review
In the midst of the global recession of the late 2000s, there was an outcry against corporate executives and what the public deemed to be their excessive compensation. Although this anger is still featured in today's headlines, it is nothing new. In fact, excessive executive compensation complaints arose when the very concept of a corporation was still new. Most of the complaints that the public has leveled have had little effect on boards of directors' decisions. Occasionally, however the outcry is so great that the public compels a company's leadership to take action. This happened early in 2009 when American …
Director Compliance With Elusive Fiduciary Duties In A Climate Of Corporate Governance Reform, Nadelle Grossman
Director Compliance With Elusive Fiduciary Duties In A Climate Of Corporate Governance Reform, Nadelle Grossman
Fordham Journal of Corporate & Financial Law
No abstract provided.
Panel Discussion: Bigger Carrots And Bigger Sticks: Issues And Developments In Corporate Sentencing, Jill E. Fisch, Hon. John S. Martin, Richard C. Breeden, Timothy Coleman, Stephen M. Cutler, Celeste Koeleveld, Richard H. Walker
Panel Discussion: Bigger Carrots And Bigger Sticks: Issues And Developments In Corporate Sentencing, Jill E. Fisch, Hon. John S. Martin, Richard C. Breeden, Timothy Coleman, Stephen M. Cutler, Celeste Koeleveld, Richard H. Walker
Fordham Journal of Corporate & Financial Law
No abstract provided.
The Political Dynamics Of Corporate Legislation: Lessons From Israel, Yael T. Ben-Zion
The Political Dynamics Of Corporate Legislation: Lessons From Israel, Yael T. Ben-Zion
Fordham Journal of Corporate & Financial Law
No abstract provided.
Debt Investments In Competitors Under The Federal Antitrust Laws, Hanno F. Kaiser
Debt Investments In Competitors Under The Federal Antitrust Laws, Hanno F. Kaiser
Fordham Journal of Corporate & Financial Law
No abstract provided.
Shareholder Proxy Access To The Ballot: What Will Be The Implications Of The Sec's Proposed Shareholder Access Rule If It Is Adopted From Governance, Implementation And A Public Perspective?, Bryan J. Shea
Seton Hall University Dissertations and Theses (ETDs)
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Corporate Democracy -- Not Such A Radical Idea, Carlin Meyer
Corporate Democracy -- Not Such A Radical Idea, Carlin Meyer
Other Publications
No abstract provided.
M&A: Survival Of The Fittest In The 21st Century, Strategic Positioning In The Banking And Communications Industries - Should A Bank Acquire, Merge, Or Divest, Maureen S. Bateman
M&A: Survival Of The Fittest In The 21st Century, Strategic Positioning In The Banking And Communications Industries - Should A Bank Acquire, Merge, Or Divest, Maureen S. Bateman
Fordham Journal of Corporate & Financial Law
No abstract provided.
Responsibility Of Investment Bankers To Shareholders, Ted J. Fiflis
Responsibility Of Investment Bankers To Shareholders, Ted J. Fiflis
Publications
No abstract provided.