Open Access. Powered by Scholars. Published by Universities.®
- Institution
-
- Columbia Law School (12)
- Georgia State University College of Law (12)
- University of Colorado Law School (11)
- University of Pennsylvania Carey Law School (11)
- Boston University School of Law (10)
-
- University of Michigan Law School (10)
- William & Mary Law School (8)
- The Peter A. Allard School of Law (7)
- Fordham Law School (6)
- University of Georgia School of Law (5)
- Florida State University College of Law (4)
- Georgetown University Law Center (4)
- University of Maryland Francis King Carey School of Law (4)
- University of Pittsburgh School of Law (4)
- Washington and Lee University School of Law (4)
- Western New England University (3)
- Cornell University Law School (2)
- Duke Law (2)
- Florida International University College of Law (2)
- Schulich School of Law, Dalhousie University (2)
- University of Miami Law School (2)
- Vanderbilt University Law School (2)
- American University Washington College of Law (1)
- Brooklyn Law School (1)
- Campbell University School of Law (1)
- Golden Gate University School of Law (1)
- Louisiana State University Law Center (1)
- Maurer School of Law: Indiana University (1)
- Notre Dame Law School (1)
- Penn State Law (1)
- Keyword
-
- Corporate governance (15)
- Corporations (12)
- Corporate law (8)
- Human rights (7)
- Agency costs (5)
-
- Fiduciary duties (5)
- Insider trading (5)
- Securities (5)
- Social enterprise (5)
- "free prior and informed consent" (4)
- Corporate Law (4)
- Corporate tax (4)
- Governance (4)
- Income tax (4)
- Indigenous lands (4)
- Indigenous peoples (4)
- Partnerships (4)
- Securities regulation (4)
- Taxation (4)
- Benefit corporation (3)
- Corporate finance (3)
- Corporate social responsibility (3)
- DICE (3)
- Disclosure (3)
- Dodd-Frank (3)
- FPIC (3)
- Financing (3)
- Hedge funds (3)
- Indigenous territories (3)
- International law (3)
- Publication
-
- Faculty Scholarship (37)
- Articles (14)
- All Faculty Scholarship (12)
- Georgia Business Court Opinions (11)
- Scholarly Works (7)
-
- Publications (6)
- William & Mary Annual Tax Conference (6)
- Free, Prior and Informed Consent: Pathways for a New Millennium (November 1) (5)
- Faculty Publications (4)
- Georgetown Law Faculty Publications and Other Works (4)
- Scholarly Articles (4)
- Scholarly Publications (4)
- Transnational Business Governance Interactions Working Papers (4)
- All Faculty Publications (3)
- Journal Articles (3)
- Articles, Book Chapters, & Popular Press (2)
- Cornell Law Faculty Publications (2)
- Faculty Articles (2)
- Law & Economics Working Papers (2)
- Vanderbilt Law School Faculty Publications (2)
- Articles by Maurer Faculty (1)
- Articles in Law Reviews & Other Academic Journals (1)
- Faculty Articles and Papers (1)
- Faculty Publications By Year (1)
- GGU Law Review Blog (1)
- Ira M. Millstein Center for Global Markets and Corporate Ownership (1)
- Law Faculty Publications (1)
- McGeorge School of Law Scholarly Articles (1)
- Research Collection Yong Pung How School Of Law (1)
- Scholarship@WashULaw (1)
Articles 121 - 146 of 146
Full-Text Articles in Law
The New Professional Plaintiffs In Shareholder Litigation, Jessica M. Erickson
The New Professional Plaintiffs In Shareholder Litigation, Jessica M. Erickson
Law Faculty Publications
This Article proceeds in three parts. Part I describes the old professional plaintiffs in shareholder litigation, detailing Congress's efforts in the 1990s to eliminate these plaintiffs. Part II describes the new professional plaintiffs in shareholder litigation, combining empirical data with a discussion of illustrative cases. Part III builds on this discussion by proposing a·new conceptual framework to address the problem of professional plaintiffs in corporate litigation.
Trademark Cosmopolitanism, Sonia K. Katyal
Trademark Cosmopolitanism, Sonia K. Katyal
Faculty Scholarship
The world of global trademarks can be characterized in terms of three major shifts: first, a shift from national to global branding strategies; second, a shift from national and regional systems to harmonized international regimes governing trademark law; and third, a concurrent shift from local to transnational social movements that challenge branding and other corporate practices. The rise of transnational brands brings with it an attendant series of legal shifts in trademark law. Long considered the stepchild of intellectual property law, today, trademark law has morphed into a powerful global legal phenomenon, revealing a foundational shift from national and regional …
Throwing The Red Flag: Challenging The Nfl's Lessons For American Business, Heather M. Field
Throwing The Red Flag: Challenging The Nfl's Lessons For American Business, Heather M. Field
Faculty Scholarship
No abstract provided.
Making Money: Leverage And Private Sector Money Creation, Margaret M. Blair
Making Money: Leverage And Private Sector Money Creation, Margaret M. Blair
Vanderbilt Law School Faculty Publications
In the wake of the financial crisis of 2008-2009, practitioners and theorists in law, finance, and economics are rethinking our theories about how the financial sector influences the real economy. In particular, they are reexamining the linkages among financial innovation, supply of credit and money, monetary policy, bubbles, financial stability, and economic growth. One of the key issues that is being reconsidered is the dynamics of how banks and other financial institutions drive credit creation and credit allocation, and how these factors, in turn affect the performance of the macroeconomy. In this article, I argue that, by providing an alternative …
A Changing Mosaic In Sec Regulation And Enforcement: Broker-Dealers And Investment Advisers, Douglas M. Branson
A Changing Mosaic In Sec Regulation And Enforcement: Broker-Dealers And Investment Advisers, Douglas M. Branson
Articles
The 2010 Dodd-Frank Act directed the SEC to study the issue of whether the Commission should, by regulation, decree broker-dealers (“registered representatives”) subject to the same fiduciary standards applicable to investment advisers, applicable at least since SEC v. Capital Gains Research Bureau, 385 U.S. 180 (1963). The SEC completed such a study in 2011, predictably recommending that the Commission exercise the authority Dodd-Frank had given it, namely, waving its wand, declaring brokers fiduciaries. Many able academics and regulators have adumbrated the pros and the cons of such a regulatory step. To date, however, the SEC has done nothing, undoubtedly …
Persuasion Treaties, Melinda (M.J.) Durkee
Persuasion Treaties, Melinda (M.J.) Durkee
Scholarship@WashULaw
All treaties formalize promises made by national parties. Yet there is a fundamental difference between two kinds of treaty promise. This difference divides all treaties into two categories: treaties that govern the behavior of state parties and their agents fall in one category; treaties in the second category—those I call “persuasion” treaties—commit state parties to changing the behavior of non-state actors as well. The difference is important because the compliance problems for the two sets of treaties sharply diverge. Persuasion treaties merit our systematic attention because they are both theoretically and practically significant. In areas such as international environmental affairs, …
“Fine Distinctions” In The Contemporary Law Of Insider Trading, Donald C. Langevoort
“Fine Distinctions” In The Contemporary Law Of Insider Trading, Donald C. Langevoort
Georgetown Law Faculty Publications and Other Works
William Cary’s opinion for the SEC in In re Cady, Roberts & Co. built the foundation on which the modern law of insider trading rests. This paper—a contribution to Columbia Law School’s recent celebration of Cary’s Cady Roberts opinion, explores some of these—particularly the emergence of a doctrine of “reckless” insider trading. Historically, the crucial question is this: how or why did the insider trading prohibition survive the retrenchment that happened to so many other elements of Rule 10b-5? It argues that the Supreme Court embraced the continuing existence of the “abstain or disclose” rule, and tolerated constructive fraud notwithstanding …
The Patent Litigation Explosion, James Bessen, Michael J. Meurer
The Patent Litigation Explosion, James Bessen, Michael J. Meurer
Faculty Scholarship
This Article provides the first look at patent litigation hazards for public firms during the 1980s and 1990s. Litigation is more likely when prospective plaintiffs acquire more patents, when firms are larger and technologically close and when prospective defendants spend more on research and development ("R&D"). The latter suggests inadvertent infringement may be more important than piracy. Public firms face dramatically increased hazards of litigation as plaintiffs and even more rapidly increasing hazards as defendants, especially for small public firms. The increase cannot be explained by patenting rates, R&D, firm value or industry composition. Legal changes are the most likely …
Hunting Stag With Fly Paper: A Hybrid Financial Instrument For Social Enterprise, Dana Brakman Reiser, Steven Dean
Hunting Stag With Fly Paper: A Hybrid Financial Instrument For Social Enterprise, Dana Brakman Reiser, Steven Dean
Faculty Scholarship
Social entrepreneurs and socially motivated investors share a belief in the power of social enterprise: ventures that pursue a "double bottom line" of profit and social good. Unfortunately, they also share a deep mutual suspicion. Recognizing that social ventures-just like traditional for-profit and nonprofit enterprises-need capital to flourish, this Article offers a financing tool to transform that skepticism into commitment. Unlike the array of new entities that have emerged in recent years-including L3Cs, benefit corporations, and flexible purpose corporations-the hybrid financial instrument this Article describes provides a robust and transparent solution to the puzzle that lies at the heart of …
Innovation-Framing Regulation, Cristie Ford
Innovation-Framing Regulation, Cristie Ford
All Faculty Publications
This paper aims to provide insights into the effective regulation of private sector innovation. It coins a term – “innovation-framing regulation” – to describe a particular quality of the regulation that characterized much of financial regulation in the recent era. After briefly sketching a particular financial innovation (securitization and the marketing of securitized assets on the derivatives markets) it describes three regulatory interactions with that innovation: the Basel II Capital Accords, the Asset-Backed Commercial Paper Crisis in Canada, and the ongoing notice-and-comment rulemaking process surrounding the Volcker Rule in the United States. While each case study is different, in each …
State Ownership And Corporate Governance In China: An Executive Career Approach, Li-Wen Lin
State Ownership And Corporate Governance In China: An Executive Career Approach, Li-Wen Lin
All Faculty Publications
China’s state-owned enterprises (SOEs) now comprise over 60 percent of the largest 500 companies in China and more than 10 percent of Fortune Global 500 companies in the world. Despite their importance to China’s domestic economy and foreign investment strategy, many governance characteristics of the SOEs remain a black box, one of which is the SOEs’ executive composition and recruitment development. This Article shifts away from the typical focus on how the things function (e.g. ownership structure and board of directors) to who the people in charge are, which is an important approach to understanding corporate governance and economic development …
Corporate Law Tools And The Guiding Principles For Business And Human Rights, Sara L. Seck
Corporate Law Tools And The Guiding Principles For Business And Human Rights, Sara L. Seck
Articles, Book Chapters, & Popular Press
This paper, written in 2012, provides a summary of the corporate law tools project undertaken as part of the mandate of Professor John Ruggie as Special Representative for Business and Human Rights. The author was one of the co-convenors of a multi-stakeholder consultation on corporate law tools held in 2009 and designed to inform the Ruggie mandate. This paper provides her assessment of the scope and limitations of this project, the extent to which it may have informed aspects of the 2011 UN Guiding Principles on Business and Human Rights, and an agenda for future research.
Corporate Law Tools And The Guiding Principles For Business And Human Rights, Sara Seck
Corporate Law Tools And The Guiding Principles For Business And Human Rights, Sara Seck
Articles, Book Chapters, & Popular Press
This paper, written in 2012, provides a summary of the corporate law tools project undertaken as part of the mandate of Professor John Ruggie as Special Representative for Business and Human Rights. The author was one of the co-convenors of a multi-stakeholder consultation on corporate law tools held in 2009 and designed to inform the Ruggie mandate. This paper provides her assessment of the scope and limitations of this project, the extent to which it may have informed aspects of the 2011 UN Guiding Principles on Business and Human Rights, and an agenda for future research.
The Illusion Of Enhanced Review Of Board Actions, Mary Siegel
The Illusion Of Enhanced Review Of Board Actions, Mary Siegel
Articles in Law Reviews & Other Academic Journals
No abstract provided.
Incorporating Rights: Empire, Global Enterprise, And Global Justice, Erika George
Incorporating Rights: Empire, Global Enterprise, And Global Justice, Erika George
Faculty Scholarship
This Article traces the history and evolution of corporate responsibility under international law to contextualize the developing discourse on business and human rights. It explores the role of private industry in contributing to colonial expansion, slavery, and conflict, and examines the advocacy efforts of abolitionists, anti-imperialism activists, and peace movements to craft reforms and create norms to control corporate conduct. First, the Article outlines the challenge that regulating private commercial power presents for a system of public international law premised on the sovereign power of states. Then, using the example of colonial era European charter companies the Article offers a …
Small Business Disaster Assistance, Peggy Maisel, Natalie Roman
Small Business Disaster Assistance, Peggy Maisel, Natalie Roman
Faculty Scholarship
When a disaster hits, it affects the entire community. A small business is especially vulnerable because it does not necessarily have the resources to respond to a disaster or to catastrophic damage. In fact, it is reported that approximately 25 percent of small businesses that close due to a disaster never reopen, and 40 percent of small businesses hit directly by a serious natural disaster do not recover. This is true regardless of what kind of disaster is involved, from a hurricane, a tornado, an earthquake, flooding, winter storms, or even civil unrest or terrorism.
Small businesses experience a number …
Temporal Inconsistency And The Regulation Of Corporate Misconduct, Miriam H. Baer
Temporal Inconsistency And The Regulation Of Corporate Misconduct, Miriam H. Baer
Faculty Scholarship
No abstract provided.
Economics Of Bankruptcy – Introduction, Edward R. Morrison
Economics Of Bankruptcy – Introduction, Edward R. Morrison
Faculty Scholarship
This essay surveys important contributions to the economics of bankruptcy. It is an introductory chapter for a forthcoming volume (from Edward Elgar Press) that compiles the work of legal scholars as well as economists working in the field of corporate finance. The essay begins with the foundational theories of Baird, Jackson, and Rea and then collects scholarly work extending, testing, or revising those theories. At various points I identify questions that merit further study, particularly empirical testing.
What We Talk About When We Talk About Tax Exemption, Philip Hackney
What We Talk About When We Talk About Tax Exemption, Philip Hackney
Articles
Under the Internal Revenue Code, certain nonprofit organizations are granted exemption from federal income tax (“tax-exemption”). Most tax-exemption rationales assume tax-exemption is a subsidy for organizations such as charities that provide some underprovided good or service. These theories assume there should be a tax on the income of nonprofit organizations but provide no justification for this assumption. This article contributes to the literature by examining the corporate income tax rationales as a proxy for why we might tax nonprofit organizations. The primary two theories hold that the corporate tax is imposed to: (1) tax shareholders (“shareholder theory”), and (2) regulate …
Veil-Piercing Unbound, Peter B. Oh
Veil-Piercing Unbound, Peter B. Oh
Articles
Veil-piercing is an equitable remedy. This simple insight has been lost over time. What started as a means for corporate creditors to reach into the personal assets of a shareholder has devolved into a doctrinal black hole. Courts apply an expansive list of amorphous factors, attenuated from the underlying harm, that engenders under-inclusive, unprincipled, and unpredictable results for entrepreneurs, litigants, and scholars alike.
Veil-piercing is misapplied because it is misconceived. The orthodox approach is to view veil-piercing as an exception to limited liability that is justified potentially only when the latter is not, a path that invariably leads to examining …
Internal Compliance Officers In Jeopardy?, Deborah A. Demott
Internal Compliance Officers In Jeopardy?, Deborah A. Demott
Faculty Scholarship
No abstract provided.
The Crucial But (Potentially) Precarious Position Of The Chief Compliance Officer, Deborah A. Demott
The Crucial But (Potentially) Precarious Position Of The Chief Compliance Officer, Deborah A. Demott
Faculty Scholarship
This Article, written for a symposium on compliance issues in financial-services firms, focuses on the role of the chief compliance officer (“CCO”). Contrasting the position with that held by a firm’s general counsel or Chief Legal Officer (CLO), the article argues that a CCO’s position holds distinct challenges. Additionally, although internal compliance systems and personnel may be characterized as functional substitutes for external regulation, assessing the strengths and weaknesses of internal compliance requires a willingness to look deep within firms. The article argues that the law and regulation may enhance firms’ incentives to invest in effective internal compliance but may …
Preparing "Main Street" Lawyers: Practicing Without Big Firm Experience, Lisa Reel Schmidt, Steve Garland, Robert Statchen
Preparing "Main Street" Lawyers: Practicing Without Big Firm Experience, Lisa Reel Schmidt, Steve Garland, Robert Statchen
Faculty Scholarship
This Article is the transcript of a panel presented at Emory’s Third Biennial Conference on Transactional Education. The panelists advance two premises: First, that law schools need to teach transactional skills because many students will either focus on transactional law or practice general law where transactional skills are necessary; and second, that some of the transactional skills the schools teach should be specific to main street lawyering because a number of students will be main street lawyers. The panelists explain how the transactional skills necessary for main street lawyering differ from skills needed in litigation and big law firms. They …
Deconstructing Corporate Governance: The Mechanics Of Trusting, René Reich-Graefe
Deconstructing Corporate Governance: The Mechanics Of Trusting, René Reich-Graefe
Faculty Scholarship
The phenomenon of trust among firm participants is a much neglected academic inquiry in corporate governance research and the theory of the firm. This Article elaborates on the comparatively small sample of existing legal research on the intersection of trust and corporate governance and tries to interrupt the selective (in-)attention given to the philosophical, psychological, political, sociological, economic, and legal phenomenon that is our individual as well as collective, everyday trust (or distrust) in the functionality and explainability of the world tomorrow in accordance with our preferences of today and our experiences of the past. Trust—as a phenomenon—is a concrete …
The Lawyer's Toolbox: Teaching Students About Risk Allocation, Dana Malkus, Scott Stevenson, Eric J. Gouvin, Usha Rodriques
The Lawyer's Toolbox: Teaching Students About Risk Allocation, Dana Malkus, Scott Stevenson, Eric J. Gouvin, Usha Rodriques
Faculty Scholarship
This Article is the transcript of a panel presented at Emory’s Third Biennial Conference on Transactional Education. The panel focuses on techniques for teaching risk allocation as part of transactional skills classes. The panelists describe their approaches to teaching risk allocation, from syllabus design to final evaluations. How can a professor help students to understand the basic concepts of risk, the role risk plays in business and legal decisions, and how they can help clients manage risk. The techniques for teaching risk allocation include hypotheticals, visual aids, and hands-on assignments. The panelists each take their students down a different path …
The New Investor, Tom C. W. Lin
The New Investor, Tom C. W. Lin
UF Law Faculty Publications
A sea change is happening in finance. Machines appear to be on the rise and humans on the decline. Human endeavors have become unmanned endeavors. Human thought and human deliberation have been replaced by computerized analysis and mathematical models. Technological advances have made finance faster, larger, more global, more interconnected, and less human. Modern finance is becoming an industry in which the main players are no longer entirely human. Instead, the key players are now cyborgs: part machine, part human. Modern finance is transforming into what this Article calls cyborg finance.
This Article offers one of the first broad, descriptive, …