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Articles 1 - 30 of 177
Full-Text Articles in Law
Section 965: A Traditional Corporate Tax Policy, Jessica C. Kornberg
Section 965: A Traditional Corporate Tax Policy, Jessica C. Kornberg
Brigham Young University International Law & Management Review
No abstract provided.
Notes Toward A Theory Of The Executive Class, David A. Westbrook
Notes Toward A Theory Of The Executive Class, David A. Westbrook
Buffalo Law Review
No abstract provided.
Counterintuitive Thoughts On Legal Scholarship And Secured Transactions, Heather Hughes
Counterintuitive Thoughts On Legal Scholarship And Secured Transactions, Heather Hughes
Buffalo Law Review
No abstract provided.
Business Associations, Paul A. Quirós, Lynn S. Scott, William B. Shearer Iii, J. Haskell Murray
Business Associations, Paul A. Quirós, Lynn S. Scott, William B. Shearer Iii, J. Haskell Murray
Mercer Law Review
This Article surveys noteworthy cases in the areas of corporate, limited liability company, partnership, agency, and joint venture law decided during the survey period by the Georgia Supreme Court, the Georgia Court of Appeals, the United States Court of Appeals for the Eleventh Circuit, and the United States district courts located in Georgia. This Article also summarizes enactments at the 2007 Session of the Georgia General Assembly to the Official Code of Georgia Annotated ("O.C.G.A.") with respect to banking, finance, commerce, corporation, partnership, and associations laws.
Unfulfilled Expectations: An Empirical Analysis Of Why Sarbanes-Oxley Whistleblowers Rarely Win, Richard E. Moberly
Unfulfilled Expectations: An Empirical Analysis Of Why Sarbanes-Oxley Whistleblowers Rarely Win, Richard E. Moberly
William & Mary Law Review
Scholars praise the whistleblower protections of the Sarbanes- Oxley Act of 2002 as one of the most protective anti-retaliation provisions in the world. Yet, during its first three years, only 3.6% of Sarbanes-Oxley whistleblowers won relief through the initial administrative process that adjudicates such claims, and only 6.5% of whistleblowers won appeals through the process. This Article reports the results of an empirical study of all Department of Labor Sarbanes-Oxley determinations during this time, consisting of over 700 separate decisions from administrative investigations and hearings. The results of this detailed analysis demonstrate that administrative decision makers strictly construed, and in …
A Prescription To Retire The Rhetoric Of "Principles-Based Systems" In Corporate Law, Securities Regulation, And Accounting, Lawrence A. Cunningham
A Prescription To Retire The Rhetoric Of "Principles-Based Systems" In Corporate Law, Securities Regulation, And Accounting, Lawrence A. Cunningham
Vanderbilt Law Review
This Article corrects widespread misconception about whether complex regulatory systems can be described fairly as either "rules-based" or "principles-based" (also called "standards-based'). Promiscuous use of these labels has proliferated in the years since the implosion of Enron Corp. Users show an increasing habit of celebrating systems dubbed principles-based and scorning those called rules-based. While the concepts of rules and principles (or standards) are useful to classify individual provisions, they are not scalable to the level of complex regulatory systems. The Article uses examples from corporate law, securities regulation, and accounting to illustrate this problematic phenomenon. To describe or design systems …
Bankruptcy Fire Sales, Lynn M. Lopucki, Joseph W. Doherty
Bankruptcy Fire Sales, Lynn M. Lopucki, Joseph W. Doherty
Michigan Law Review
For more than two decades, scholars working from an economic perspective have criticized the bankruptcy reorganization process and sought to replace it with market mechanisms. In 2002, Professors Douglas G. Baird and Robert K. Rasmussen asserted in The End of Bankruptcy that improvements in the market for large public companies had rendered reorganization obsolete. Going concern value could be captured through sale. This Article reports the results of an empirical study comparing the recoveries in bankruptcy sales of large public companies in the period 2000 through 2004 with the recoveries in bankruptcy reorganizations during the same period. Controlling for company …
Container Port Security: A Layered Defense Strategy To Protect The Homeland And The International Supply Chain, Wendy J. Keefer
Container Port Security: A Layered Defense Strategy To Protect The Homeland And The International Supply Chain, Wendy J. Keefer
Campbell Law Review
This article describes the currently perceived threats of terrorist attacks on port facilities, focuses on several container-specific legal developments aimed at protecting United States ports from terrorist threats, and briefly contemplates the role of technology and the government's current layered approach to port security and protection of the international supply chain involving container shipments. Consideration is given to the ultimate goal-protecting port facilities and communities from violent terrorist attacks without creating economically dangerous inefficiency or unnecessary costs.
A Director's Good Faith, Elizabeth A. Nowicki
A Director's Good Faith, Elizabeth A. Nowicki
Buffalo Law Review
No abstract provided.
No Imagination: The Marginal Role Of Narrative In Corporate Law, Mae Kuykendall
No Imagination: The Marginal Role Of Narrative In Corporate Law, Mae Kuykendall
Buffalo Law Review
No abstract provided.
The Nireco Poison Pill: The Impact Of A Court Injunction, Toshihiko Shimizu, Toshihiro Igi, Christopher J. Kodama
The Nireco Poison Pill: The Impact Of A Court Injunction, Toshihiko Shimizu, Toshihiro Igi, Christopher J. Kodama
Washington International Law Journal
The emergence of a market for corporate control in Japan is a phenomenon that many commentators on Japan’s business and legal environs had been anticipating since the turn of the new millennium. A gradual decline in corporate crossshareholding and stable shareholding by financial institutions along with a concomitant increase in foreign and individual shareholders, a significant number of inefficient firms still being affected by Japan’s prolonged recession until recent years and trading at prices below their market value, and Commercial Code revisions making the legal environment more conducive to merger and acquisition activity and providing for more flexible restructuring mechanisms, …
The Economic Impact Of Backdating Of Executive Stock Options, M. P. Narayanan, Cindi A. Schipani, H. Nejat Seyhun
The Economic Impact Of Backdating Of Executive Stock Options, M. P. Narayanan, Cindi A. Schipani, H. Nejat Seyhun
Michigan Law Review
This Article discusses the economic impact of legal, tax, disclosure, and incentive issues arising from the revelation of dating games with regard to executive option grant dates. It provides an estimate of the value loss incurred by shareholders of firms implicated in backdating and compares it to the potential gain that executives might have obtained through backdating. Using a sample of firms that have already been implicated in backdating, we find that the revelation of backdating results in an average loss to shareholders of about 7%. This translates to about $400 million per firm. By contrast, we estimate that the …
Rewarding Outside Directors, Assaf Hamdani, Reinier Kraakman
Rewarding Outside Directors, Assaf Hamdani, Reinier Kraakman
Michigan Law Review
While they often rely on the threat of penalties to produce deterrence, legal systems rarely use the promise of rewards. In this Article, we consider the use of rewards to motivate director vigilance. Measures to enhance director liability are commonly perceived to be too costly. We, however demonstrate that properly designed reward regimes could match the behavioral incentives offered by negligence-based liability regimes but with significantly lower costs. We further argue that the market itself cannot implement such a regime in the form of equity compensation for directors. We conclude by providing preliminary sketches of two alternative reward regimes. While …
The Corporate Monitor: The New Corporate Czar?, Vikramaditya Khanna, Timothy L. Dickinson
The Corporate Monitor: The New Corporate Czar?, Vikramaditya Khanna, Timothy L. Dickinson
Michigan Law Review
Following the recent spate of corporate scandals, government enforcement authorities have increasingly relied upon corporate monitors to help ensure law compliance and reduce the number of future violations. These monitors also permit enforcement authorities, such as the Securities & Exchange Commission and others, to leverage their enforcement resources in overseeing corporate behavior. However there are few descriptive or normative analyses of the role and scope of corporate monitors. This paper provides such an analysis. After sketching out the historical development of corporate monitors, the paper examines the most common features of the current set of monitor appointments supplemented by interviews …
The Social Construction Of Sarbanes-Oxley, Donald C. Langevoort
The Social Construction Of Sarbanes-Oxley, Donald C. Langevoort
Michigan Law Review
Part I will take a close look at the legitimacy of SOX by examining the two plausible stories of SOX's origins and considering the early post-SOX evidence on its costs and benefits. There is no clear-cut answer to the question of how much SOX benefits investors; both positive and critical positions are plausible. Costs have been far greater than expected, but more from SOX's implementation than from the legislative text. Before turning to how and why implementation has occurred that way-which to me is the central question of interpretation-Part II considers whether there is an alternative interpretation of SOX that …
Sox And Whistleblowing, Terry Morehead Dworkin
Sox And Whistleblowing, Terry Morehead Dworkin
Michigan Law Review
The language of the Sarbanes-Oxley Act ("SOX") leaves no doubt that Congress intended whistleblowing to be an integral part of its enforcement mechanisms. The Act attempts to encourage and protect whistleblowers in a variety of ways, including providing for anonymous whistleblowing, establishing criminal penalties for retaliation against whistleblowers, and clearly defining whistleblowing channels. Unfortunately, these provisions give the illusion of protection for whistleblowers without effectively providing it. There is increasing evidence that virtually no whistleblower who has suffered retaliation and pursued remedies under SOX has been successful. Additionally, social science research and studies of whistleblowing laws indicate that SOX is …
Getting The Word Out About Fraud: A Theoretical Analysis Of Whistleblowing And Insider Trading, Jonathan Macey
Getting The Word Out About Fraud: A Theoretical Analysis Of Whistleblowing And Insider Trading, Jonathan Macey
Michigan Law Review
The purpose of this Article is to show that corporate whistleblowing is not analytically or functionally distinguishable from insider trading when such trading is based on "whistleblower information," that is, the information a whistleblower might disclose to the authorities. In certain contexts, both insider trading and whistleblowing, if incentivized, would reduce the incidence of corporate pathologies such as fraud and corruption. In light of this analysis, it is peculiar that whistleblowing is encouraged and protected, while insider trading on whistleblower information is not only discouraged but criminalized. Often, insider trading will be far more effective than whistleblowing at bringing fraud …
The Use Of Efficient Market Hypothesis: Beyond Sox, Dana M. Muir, Cindy A. Schipani
The Use Of Efficient Market Hypothesis: Beyond Sox, Dana M. Muir, Cindy A. Schipani
Michigan Law Review
This Article focuses on the regulatory use of finance theory, particularly the efficient market hypothesis ("EMH"), in two areas where securities pricing is at issue: shareholder appraisal cases and the use of employer stock in benefit plans. Regarding shareholder appraisal cases, the Article finds that the Delaware courts seem to implicitly respect the principles of EMH when ascertaining the fair value of stock, but recognize that markets cannot operate efficiently if information is withheld. Regarding employer stock in benefit plans, it concentrates on the explicit adoption of EMH by the Department of Labor to exempt directed trustees from traditional duties …
Show Me The Money: The Thompson Memo, Stein, And An Employee's Right To The Advancement Of Legal Fees Under The Mcnulty Memo, John Power
Washington and Lee Law Review
No abstract provided.
The European Commission's Action Plan To Modernize European Company Law: How Far Should The Sec Go In Exempting European Issuers From Complying With The Sarbanes-Oxley Act?, Kristina A. Sadlak
The European Commission's Action Plan To Modernize European Company Law: How Far Should The Sec Go In Exempting European Issuers From Complying With The Sarbanes-Oxley Act?, Kristina A. Sadlak
Brigham Young University International Law & Management Review
No abstract provided.
Article 9'S Incorporation Strategy And Novel, New Markets For Collateral: A Theory Of Non-Adoption, Michael Korybut
Article 9'S Incorporation Strategy And Novel, New Markets For Collateral: A Theory Of Non-Adoption, Michael Korybut
Buffalo Law Review
No abstract provided.
Licensing The Word On The Street: The Sec's Role In Regulating Information, Onnig H. Dombalagian
Licensing The Word On The Street: The Sec's Role In Regulating Information, Onnig H. Dombalagian
Buffalo Law Review
No abstract provided.
On Financial Sector Reform In Emerging Markets: Enhancing Creditors' Rights And Securitizing Non-Performing Loans In The Indian Banking Sector—An Elephant's Tale, Anshu S. K. Pasricha
On Financial Sector Reform In Emerging Markets: Enhancing Creditors' Rights And Securitizing Non-Performing Loans In The Indian Banking Sector—An Elephant's Tale, Anshu S. K. Pasricha
Buffalo Law Review
No abstract provided.
The Duty To Creditors In Near-Insolvent Firms: Eliminating The "Near-Insolvency" Distinction, Cory D. Kandestin
The Duty To Creditors In Near-Insolvent Firms: Eliminating The "Near-Insolvency" Distinction, Cory D. Kandestin
Vanderbilt Law Review
'Even at our best, we are only out for ourselves." It is human nature to act in one's own interest. Though ethicists and psychologists may disagree about the extent to which self-interest is a motivating factor behind human behavior, most accept that it plays some role. Assuming that human behavior is at least in part a function of self-interest, laws should be expected to reflect that behavior. Many already do: the law of agency imposes a duty on the agent to act with obedience towards his principal, and the ABA Model Rules of Professional Conduct prohibit a lawyer from representing …
Reverse Monitoring: On The Hidden Role Of Employee Stock-Based Compensation, Sharon Hannes
Reverse Monitoring: On The Hidden Role Of Employee Stock-Based Compensation, Sharon Hannes
Michigan Law Review
This Article develops a new understanding of equity-based compensation schemes, such as employee stock option plans. Current literature views such schemes as a measure aimed at motivating the recipient employees to work harder for the firm. Under that view, this method of remuneration either complements or substitutes for other measures used to monitor the performance of the recipient employees. In contrast, this Article proposes that recipient employees be viewed as potential monitors of other employees and that stock options (or similar types of compensation) motivate them to fulfill this task. This view has many applications and can shed light on …
Rethinking Criminal Corporate Liability, Andrew Weissmann, David Newman
Rethinking Criminal Corporate Liability, Andrew Weissmann, David Newman
Indiana Law Journal
Under current federal law, a corporation, no matter how large or small, is criminally liable if a member of the organization commits a crime within the scope of employment and at least in part with the intent to benefit the company. This Article challenges that doctrine and contends that where it seeks to charge a corporation criminally, the government should bear the burden of establishing as an additional criminal element that the corporation failed to have reasonable policies and procedures to prevent the employee 's conduct. Narrowing the scope of criminal corporate liability is supported by the reasoning of a …
The Ethical Mine Field: Corporate Internal Investigations And Individual Assertions Of The Attorney-Client Privilege, Lawton P. Cummings
The Ethical Mine Field: Corporate Internal Investigations And Individual Assertions Of The Attorney-Client Privilege, Lawton P. Cummings
West Virginia Law Review
No abstract provided.
More Women On Corporate Boards? Not So Fast, Jayne W. Barnard
More Women On Corporate Boards? Not So Fast, Jayne W. Barnard
William & Mary Journal of Race, Gender, and Social Justice
No abstract provided.
Market Definition, Merger Review, And Media Monopolization: Congressional Approval Of The Corporate Voice Through The Newspaper Preservation Act, Amy Kristin Sanders
Market Definition, Merger Review, And Media Monopolization: Congressional Approval Of The Corporate Voice Through The Newspaper Preservation Act, Amy Kristin Sanders
Federal Communications Law Journal
In this Article, the Author examines the Newspaper Preservation Act, a federal antitrust exemption for newspapers, in light of the changing landscape of media ownership. After doing so, she argues that federal merger review for media companies should be revised to include a broader definition of 'geographic market' and a more restrictive definition of 'failing firm' to discourage the corporatization of the media.
The Holy Grail Of Corporate Governance Reform: Independence Or Democracy?, Elizabeth Cosenza
The Holy Grail Of Corporate Governance Reform: Independence Or Democracy?, Elizabeth Cosenza
BYU Law Review
No abstract provided.