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Full-Text Articles in Law
Dialectical Regulation, Robert B. Ahdieh
Dialectical Regulation, Robert B. Ahdieh
Robert B. Ahdieh
While theories of regulation abound, woefully inadequate attention has been given to growing patterns of "intersystemic" and "dialectical" regulation in the world today. In this rapidly expanding universe of interactions, independent regulatory agencies, born of autonomous jurisdictions, nonetheless face a combination of jurisdictional overlap with, and regulatory dependence on, one another. Here, the cross-jurisdictional interaction of regulators is no longer the voluntary interaction embraced by transnationalists; it is, instead, an unavoidable reality of acknowledgement and engagement, potentially culminating in the integration of discrete sets of regulatory rules into a collective whole.
Such patterns of regulatory engagement are increasingly evident, across …
Shareholder Wealth Maximization As Means To An End, Robert P. Bartlett, Iii
Shareholder Wealth Maximization As Means To An End, Robert P. Bartlett, Iii
Robert Bartlett
In several recent cases, the Delaware Chancery Court has emphasized that where a conflict of interest exists between holders of a company’s common stock and holders of its preferred stock, the standard of conduct for directors requires that they strive to maximize the value of the corporation for the benefit of its common stockholders rather than for its preferred stockholders. This article interrogates this view of directors’ fiduciary duties from the perspective of incomplete contracting theory. Building on the seminal work of Sanford Grossman and Oliver Hart, incomplete contracting theory examines the critical role of corporate control rights for addressing …
Experiments In Comparative Corporate Law: The Recent Italian Reform And The Dubious Virtues Of A Market For Rules In The Absence Of Effective Regulatory Competition, Marco Ventoruzzo
Marco Ventoruzzo
The article addresses a sweeping Reform of corporate law which was enacted by the Italian government in 2003 and came into effect on January 1, 2004. The new statutory regulation significantly increases freedom of contract in corporate law, relying on the idea that the development of an efficient market for rules will allow the "natural selection" of the rules that better suit the need of the different stakeholders. Together - and to some extent to compensate for - this greater freedom of contract, new protections for minority shareholders have also been implemented. The reform also imports into the Italian legal …
Corporate Natural Law: The Dominance Of Justice In A Codified World, Stuart R. Cohn
Corporate Natural Law: The Dominance Of Justice In A Codified World, Stuart R. Cohn
Stuart R. Cohn
One tends to think of corporate law as quite formalistic, bound by corporate statutes, articles of incorporation, bylaws, and customary rules of commercial conduct. While many aspects of corporate law are indeed so rule-bound, the truth is that the major issues facing directors, officers and shareholders, ranging from fiduciary duties to minority rights, are generally determined by much more amorphous principles of equity. Hence the notion of “corporate natural law.”
Corporations And Commercial Speech, Ron Collins, Mark Lopez, Tamara Piety, David Vladeck
Corporations And Commercial Speech, Ron Collins, Mark Lopez, Tamara Piety, David Vladeck
Tamara R. Piety
Today's discussion will be about a rather famous case-actually, a non-case, Nike v. Kasky.
Corporate And Business Law (Annual Survey Of Virginia Law), Lyman P.Q. Johnson
Corporate And Business Law (Annual Survey Of Virginia Law), Lyman P.Q. Johnson
Lyman P. Q. Johnson
This article reviews changes in Virginia corporate and business law for the period from June 2000 through May 2001. Part II ex- amines legislative changes in corporate and other business stat- utes (excluding public service corporation and insurance law is- sues) based on Virginia General Assembly action in the 2001 session. Part III reviews judicial decisions during the year, in- cluding decisions addressing agency law, partnership law, and corporate law issues and principles. This article describes these decisions and, in several instances, it also critically analyzes the outcomes. Part IV summarizes a May 25, 2001, Order of the Vir- ginia …
Should Corporations Have First Amendment Rights?, Kent Greenfield, Daniel Greenwood, Erik Jaffe
Should Corporations Have First Amendment Rights?, Kent Greenfield, Daniel Greenwood, Erik Jaffe
Kent Greenfield
As Professor Winkler correctly stated, current doctrine emphasizes the rights of listeners rather than the identity of corporate speakers. My argument is, in effect, that this emphasis misses the key point. But I will not deal with listeners directly. I am simply going to assume, rather than argue, that if corporate advertising were ineffective in influencing voters or legislators, normal market processes would eliminate it. I'm going to take it for granted that when corporations speak, it makes a difference in the actual results.
The Corporatization Of Communication, Eric Chiappinelli, Adam Candeub, Jeffrey Chester, Lawrence Soley
The Corporatization Of Communication, Eric Chiappinelli, Adam Candeub, Jeffrey Chester, Lawrence Soley
Lawrence Soley
Our next panel discusses the corporatization of communication.