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Articles 31 - 60 of 95
Full-Text Articles in Law
The Rise And Rise Of The One Percent: Getting To Thomas Piketty's Wealth Dystopia, Shi-Ling Hsu
The Rise And Rise Of The One Percent: Getting To Thomas Piketty's Wealth Dystopia, Shi-Ling Hsu
Shi-Ling Hsu
Thomas Piketty's Capital in the Twenty-first Century, which is surely one of the very few economics treatises ever to be a best-seller, has parachuted into an intensely emotional and deeply divisive American debate: the problem of inequality in the United States. Piketty's core argument is that throughout history, the rate of return on private capital has usually exceeded the rate of economic growth, expressed by Piketty as the relation r > g. If true, this relation means that the wealthy class – who are the predominant owners of capital – will grow their wealth faster than economies grow, which …
Antitrust Analysis After Actavis: Applying The Rule Of Reason To Reverse Payments, Benjamin Miller
Antitrust Analysis After Actavis: Applying The Rule Of Reason To Reverse Payments, Benjamin Miller
Benjamin Miller
Abstract In F.T.C. v. Actavis, Inc. the Supreme Court resolved a circuit split regarding the proper evaluation of reverse payment settlements under federal antitrust law, holding that they must be evaluated under a rule of reason analysis. However, the Court simultaneously created significant uncertainty by declaring that the lower courts were responsible for structuring the analysis. While a few cases are currently in the pre-trial phase, the only decisions relating to reverse payments since Actavis have been rulings on pre-trial motions—there have been no decisions on the merits. Given the intricate intersection between antitrust and intellectual property principles in these …
Avoiding The Road To Ferc-Dom: The Supreme Court Affirms The Right To Contract In Morgan Stanley V. Snohomish, Jorge A. Mestre
Avoiding The Road To Ferc-Dom: The Supreme Court Affirms The Right To Contract In Morgan Stanley V. Snohomish, Jorge A. Mestre
Jorge A Mestre
No abstract provided.
Debêntures: Iniciativas Para Aumento De Liquidez E Fomento Ao Mercado Secundário, Luiz Rafael De Vargas Maluf
Debêntures: Iniciativas Para Aumento De Liquidez E Fomento Ao Mercado Secundário, Luiz Rafael De Vargas Maluf
Luiz Rafael de Vargas Maluf
No abstract provided.
Shareholder Engagement Through Informal Dialogue: A Perspective From Spanish Listed Companies, Javier Agudo
Shareholder Engagement Through Informal Dialogue: A Perspective From Spanish Listed Companies, Javier Agudo
Javier Agudo
The purpose of this research is to further understand the behaviour of listed companies in the informal dialogue with their shareholders. While dialogue in CSR issues and the relations between IR officers and funds had already been studied, additional exploration was needed on dialogue regarding corporate governance and on the role of other company actors and external advisors in it. For this, a qualitative study was undertaken in the Spanish context. A total of eleven semi-structured interviews were conducted with directors of the board, heads of investor relations and secretaries of the board from various listed companies, together with proxy …
Unfit For Duty: The Officer And Director Bar As A Remedy For Fraud, Renee Jones
Unfit For Duty: The Officer And Director Bar As A Remedy For Fraud, Renee Jones
Renee Jones
Many commentators have questioned the efficacy of the SEC’s enforcement program in the aftermath of the 2008 financial crisis. Some criticize the agency for allowing corporate defendants to settle charges without admitting or denying liability. Others dispute the impact of astronomical fines levied against too-big-to-fail financial institutions. Still others urge prosecutors to bring criminal charges against those who led the failed financial firms to ruin. This Article, written for a symposium on SEC enforcement, focuses attention on an underutilized weapon in the SEC’s arsenal: the power to bar officers and directors of public companies from future service in such roles. …
Present At The Creation: Reflections On The Early Years Of The National Association Of Corporate Directors, Lawrence J. Trautman
Present At The Creation: Reflections On The Early Years Of The National Association Of Corporate Directors, Lawrence J. Trautman
Lawrence J. Trautman Sr.
Effective corporate governance is critical to the productive operation of the global economy and preservation of our way of life. Excellent governance execution is also required to achieve economic growth and robust job creation in any country. In the United States, the premier director membership organization is the National Association of Corporate Directors (NACD). Since 1978, NACD plays a major role in fostering excellence in corporate governance in the United States and beyond. The NACD has grown from a mere realization of the importance of corporate governance to become the only national membership organization created by and for corporate directors. …
Corporate Boardroom Diversity: Why Are We Still Talking About This?, Lawrence J. Trautman
Corporate Boardroom Diversity: Why Are We Still Talking About This?, Lawrence J. Trautman
Lawrence J. Trautman Sr.
What exactly is board diversity and why does it matter? How does diversity fit in an attempt to build the best board for any organization? What attributes and skills are required by law and what mix of experiences and talents provide the best corporate governance? Even though most companies say they are looking for diversity, why has there been such little progress? Are required director attributes, which are a must for all boards, consistent with future diversity gains and aligned with achieving high performance and optimal board composition? My goal is to provide answers to these questions, and to discuss …
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 …
Confronting The Peppercorn Settlement In Merger Litigation: An Empirical Analysis And A Proposal For Reform, Jill E. Fisch, Sean J. Griffith, Steven M. Davidoff
Confronting The Peppercorn Settlement In Merger Litigation: An Empirical Analysis And A Proposal For Reform, Jill E. Fisch, Sean J. Griffith, Steven M. Davidoff
Steven Davidoff Solomon
Shareholder litigation challenging corporate mergers is ubiquitous, with the likelihood of a shareholder suit exceeding 90%. The value of this litigation, however, is questionable. The vast majority of merger cases settle for nothing more than supplemental disclosures in the merger proxy statement. The attorneys that bring these lawsuits are compensated for their efforts with a court-awarded fee. This leads critics to charge that merger litigation benefits only the lawyers who bring the claims, not the shareholders they represent. In response, defenders of merger litigation argue that the lawsuits serve a useful oversight function and that the improved disclosures that result …
Delibera Assembleare Di Riduzione Facoltativa Del Capitale Nella S.R.L. E Opposizione Dei Creditori, Valerio Sangiovanni
Delibera Assembleare Di Riduzione Facoltativa Del Capitale Nella S.R.L. E Opposizione Dei Creditori, Valerio Sangiovanni
Valerio Sangiovanni
No abstract provided.
Enforcement Of The Duties Of Directors By The Securities And Futures Investors Protection Center In Taiwan, Christopher Chao-Hung Chen
Enforcement Of The Duties Of Directors By The Securities And Futures Investors Protection Center In Taiwan, Christopher Chao-Hung Chen
Christopher Chao-hung CHEN
The purpose of this article is to examine the role of the Securities and Futures Investors Protection Center (SFIPC) in Taiwan in enforcing the duties of directors. To help shareholders or investors pursue a director for breach of company law or securities regulations, Taiwan created the SFIPC, a charity sanctioned by statutes, to bring class action or direct legal action on behalf of minority shareholders or individual investors. By conducting an empirical survey of judgments from lawsuits involving the SFIPC since its creation, we found that the SFIPC is generally very active in enforcing securities regulations but far less active …
Review Of The Singapore Companies Act: Consultation On Draft Legislative Changes To Companies Act, Wai Yee Wan
Review Of The Singapore Companies Act: Consultation On Draft Legislative Changes To Companies Act, Wai Yee Wan
Wai Yee WAN
In October 2013, MOF and ACRA sought further public consultation (“Second Consultation”) on the second part of the Draft Companies (Amendment) Bill 2013 that covers legislative amendments relating to foreign companies and other aspects of the Companies Act, including those relating to enhancing the powers of the Registrar of Companies to strike off companies and to share buyback limits. This note discusses some of the more controversial, as well as the significant, changes that are proposed in the Second Consultation.
Arbitraje Civil Y Mercantil En México, Max Garcia, Jusey Martinez Carrasco
Arbitraje Civil Y Mercantil En México, Max Garcia, Jusey Martinez Carrasco
Max Garcia Sanchez
No abstract provided.
E-Commerce And Electronic Payment System Risks: Lessons From Paypal, Lawrence J. Trautman
E-Commerce And Electronic Payment System Risks: Lessons From Paypal, Lawrence J. Trautman
Lawrence J. Trautman Sr.
What are the major risks perceived by those engaged in e-commerce and electronic payment systems? What development risks, if they become reality, may cause substantial increases in operating costs or threaten the very survival of the enterprise? This article utilizes the relevant annual report disclosures from eBay (parent of PayPal), along with other eBay and PayPal documents, as a potentially powerful teaching device. Most of the descriptive language to follow is excerpted directly from eBay’s regulatory filings. My additions include weaving these materials into a logical presentation and providing supplemental sources for those who desire a deeper look (usually in …
The Value Of Soft Variables In Corporate Reorganizations, Michelle M. Harner
The Value Of Soft Variables In Corporate Reorganizations, Michelle M. Harner
Michelle M. Harner
When a company is worth more as a going concern than on a liquidation basis, what creates that additional value? Is it the people, management decisions, the simple synergies of the operating business, or some combination of these types of soft variables? And perhaps more importantly, who owns or has an interest in these soft variables? This article explores these questions under existing legal doctrine and practice norms. Specifically, it discusses the characterization of soft variables under applicable law and in financing documents, and it surveys related judicial decisions. It also considers the overarching public policy and Constitutional implications of …
Intermediaries Revisited: Is Efficient Certification Consistent With Profit Maximization?, Jonathan M. Barnett
Intermediaries Revisited: Is Efficient Certification Consistent With Profit Maximization?, Jonathan M. Barnett
Jonathan M Barnett
Private certification mechanisms are a key component of the regulatory infrastructure in the financial sector and other commercial settings. It is generally assumed that certification intermediaries have profit-based incentives to deliver accurate information to the certified market. But this view does not account for repeated failures in certification markets. Those failures can be explained by an inherent defect in the incentive structure of certification intermediaries: entry barriers both support and undermine the consistent supply of accurate information to the certified market. Certification markets tend to converge on a handful of providers protected by switching costs, product opacity and reputational noise. …
Certification Drag: The Opinion Puzzle And Other Transactional Curiosities, Jonathan Barnett
Certification Drag: The Opinion Puzzle And Other Transactional Curiosities, Jonathan Barnett
Jonathan M Barnett
The law-and-economics literature typically depicts certification intermediaries, such as law firms, auditors, underwriters, investment banks and rating agencies, as socially valuable market participants who ameliorate informational asymmetries that would otherwise distort pricing or transaction structures. This standard view is incomplete. Using the example of the “closing opinion”, a third-party legal opinion commonly delivered at the consummation of a variety of business transactions, I argue that intermediaries, even when operating under substantially competitive conditions and in sophisticated market settings, may supply widely consumed certification products that fail to mitigate informational asymmetries while increasing transaction costs. Based on the highly qualified language …
The Cost Of Doing Business In Asia: A Comparative Legal Study Of Environmental Regulations In The Emerging Markets Of Thailand, Malaysia, And Indonesia, Brooke R. Padgett
The Cost Of Doing Business In Asia: A Comparative Legal Study Of Environmental Regulations In The Emerging Markets Of Thailand, Malaysia, And Indonesia, Brooke R. Padgett
Brooke R. Padgett
Abstract: This article explores whether voluntary standards, customary law, or more binding bilateral investment treaties are best for corporations, the emerging markets of Thailand, Indonesia, and Malaysia, and the environment itself. While corporations, markets, and the environment facially seem to have divergent priorities, environmental disasters are more costly after the fact than they are to prevent so in reality their priorities may not be so different after all. Some of the potential issues the paper will examine and address are big picture macro level such as fairness to future generations, intergenerational rights; the actual cost through questions of polluter pays, …
Satyam - Asatyam: Appreciating The Class Action Provision In The Companies Act, 2013 And Its Impact On Investor Protection, Subhro Sengupta, Siddharth Tiwari
Satyam - Asatyam: Appreciating The Class Action Provision In The Companies Act, 2013 And Its Impact On Investor Protection, Subhro Sengupta, Siddharth Tiwari
Subhro Sengupta
This essay tries to fully appreciate the introduction of the class action clause in the Companies Act, 2013 and to identify the changes in terms of remedies for investor pre and post the statutory provision. In doing so, we analyze the U.S. District Court judgement on Satyam that currently provides one of the best academic discourses on the Indian class action scenario. We go through the provisions of the SEBI Act and the Securities & Contract (Regulations) Act which previously barred class action, and further delving into the legal provisions & alternatives in India, U.K. and U.S. We look into …
Remembering George Michaely, Lawrence J. Trautman, Stanley Sporkin, John A. Dudley
Remembering George Michaely, Lawrence J. Trautman, Stanley Sporkin, John A. Dudley
Lawrence J. Trautman Sr.
This short essay is a memorial tribute about George P. Michaely, Jr. (1926 to 2014). After graduating from both the University of Notre Dame and its law school, he began his legal career, serving for approximately seven years as attorney in the Office of General Counsel. He was then appointed Chief Counsel of the Commission’s Division of Corporation Finance, where he served for approximately the next four years and was responsible for advising the Commission and the public concerning the interpretation of the statutory provisions and rules relating to the registration provisions of the Securities Act of 1933 and the …
El Fideicomiso En La Planificación Sucesoria, Carlos Molina Sandoval
El Fideicomiso En La Planificación Sucesoria, Carlos Molina Sandoval
Carlos Molina Sandoval
Pese a que el fideicomiso testamentario podría verse como un canal “extrajudicial” de resolver la herencia, ello no es así. Podrá serlo en el “fideicomiso de planificación patrimonial”, pero no en el “fideicomiso testamentario”. En este último caso, es menester iniciar un proceso sucesorio a los fines de la aprobación del testamento y eventualmente realizar las operaciones de inventario, avalúo y partición.
Innovation In Teaching Llcs: Introduction, Lyman P.Q. Johnson
Innovation In Teaching Llcs: Introduction, Lyman P.Q. Johnson
Lyman P. Q. Johnson
No abstract provided.
The Dwindling Of Revlon, Lyman P.Q. Johnson, Robert Ricca
The Dwindling Of Revlon, Lyman P.Q. Johnson, Robert Ricca
Lyman P. Q. Johnson
No abstract provided.
Cvm Set To Reduce Costs And Bureaucracy For Equity Offerings, Luiz Rafael De Vargas Maluf, Nair Veras Saldanha Janson
Cvm Set To Reduce Costs And Bureaucracy For Equity Offerings, Luiz Rafael De Vargas Maluf, Nair Veras Saldanha Janson
Luiz Rafael de Vargas Maluf
No abstract provided.
A Alienação Fiduciária De Ações Nas Operações De M&A, Felipe Chagas Villasuso Lago
A Alienação Fiduciária De Ações Nas Operações De M&A, Felipe Chagas Villasuso Lago
Felipe Chagas Villasuso Lago Mr.
The need to establish mechanisms, in particular, laws that guarantee a return to the investor, or rather a quick fix that will sustain if the default is a global trend. In seeking to balance this scale, increasing investment and guaranteed security to investors, the Brazilian legislature has innovated. The Fiduciary Alienation is a secured guarantee that resulted from this innovation, having the scope of developing a more trustable funding on the financial and capital markets. The present article will analyze the legality of stocks’ fiduciary alienation in operations of Mergers and Acquisitions (“M&A”) in light of the different legal applicable …
China's State Capitalism And World Trade Law, Ming Du
China's State Capitalism And World Trade Law, Ming Du
Michael Ming Du
Melding the power of the state with the power of capitalism, state‐owned and state-controlled enterprises continue to control the commanding heights of the Chinese economy even though market-oriented reforms have led to a rapid expansion of the private sector in China. This article reflects on how China’s practice of state capitalism challenges the world trading system and how WTO law, as interpreted by WTO Panels and the WTO Appellate Body (AB), addresses these challenges. The article concludes that the WTO Agreement on Subsides and Countervailing Measures (SCM Agreement) have been interpreted in such a manner that many key features of …
The Emergence Of New Corporate Social Responsibility Regimes In China And India, Shruti Rana, Afra Afsharipour
The Emergence Of New Corporate Social Responsibility Regimes In China And India, Shruti Rana, Afra Afsharipour
Shruti Rana
In an era of financial crises, widening income disparities, and environmental and other calamities linked to corporations, calls for greater corporate social responsibility (“CSR”) are increasing rapidly around the world. Though CSR efforts have generally been viewed as voluntary actions undertaken by corporations, a new CSR model is emerging in China and India. In a marked departure from CSR as it is known in the United States and as it has been developing through global norms, China and India are moving towards mandatory, not voluntary, CSR regimes. They are doing so not only in a time of great global economic …
Apologies In The Marketplace, Kish Vinayagamoorthy
Apologies In The Marketplace, Kish Vinayagamoorthy
Kish Parella
In order to better appreciate the insufficiency of money in repairing relationships, Part I describes the benefits that an apology brings to the injured party, transgressor, and the broader community in which the parties belong. Part II explains the increasing significance of relationships to certain categories of commercial transactions and provides examples of the types of relational damage that a contractual breach can cause to these commercial relationships. Part III explains how the benefits previously described in Part I are applicable to repairing the types of commercial relational harm described in Part II. Given that relationships matter especially in transnational …
The Third Way: Beyond Shareholder Or Board Primacy, Kent Greenfield
The Third Way: Beyond Shareholder Or Board Primacy, Kent Greenfield
Kent Greenfield
There is a third possibility in corporate governance: real duties imposed on boards, but which run to all the company's stakeholders not just shareholders.