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- David K. Millon (6)
- Lyman P. Q. Johnson (6)
- Julian Velasco (5)
- Kent Greenfield (4)
- Robert B. Ahdieh (3)
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- Lawrence A. Hamermesh (2)
- William J. Magnuson (2)
- Benedict Sheehy (1)
- David G. Yosifon (1)
- John Lessing (1)
- John W Verret (1)
- Lisa H. Nicholson (1)
- Mary Jane Angelo (1)
- Michael J Goldberg (1)
- Renee Jones (1)
- Richard A Booth (1)
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- Samantha J. Prince (1)
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- Stuart R. Cohn (1)
- Veronica Root (1)
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Articles 31 - 42 of 42
Full-Text Articles in Law
The Impact On Shareholders And Other Constituents, David Millon
The Impact On Shareholders And Other Constituents, David Millon
David K. Millon
No abstract provided.
Unconscionability And Consent In Corporate Law (A Comment On Cunningham), Kent Greenfield
Unconscionability And Consent In Corporate Law (A Comment On Cunningham), Kent Greenfield
Kent Greenfield
Lawrence Cunningham has written an insightful and persuasive article calling on courts to apply the contract-law doctrine of unconscionability in evaluating executive compensation. According to Cunningham, this additional doctrinal tool will allow courts to engage in genuine and meaningful oversight of excessive compensation. He argues that such oversight is valuable because existing corporate-law doctrine too often prompts courts to defer too much and too often to management’s decisions. Cunningham’s argument is modest yet impactful. It is modest in that it simply proposes that courts take account of a well-established area of contract law to analyze and evaluate the compensation contracts …
The Puzzle Of Short-Termism, Kent Greenfield
The Puzzle Of Short-Termism, Kent Greenfield
Kent Greenfield
From the Introduction: When pondering the question of the “sustainable corporation,” as we did in this symposium, one of the intractable problems is the nature of the corporation to produce externalities. By noting this characteristic, I am not making a moral point but an economic one. The nature of the firm is to create financial wealth by producing goods and services for profit; without regulatory or contractual limits, the firm has every incentive to externalize costs onto those whose interests are not included in the firm’s current financial calculus. In fact, because of the corporation’s tendency to create benefits for …
Legitimacy And Corporate Law: The Case For Regulatory Redundancy, Renee M. Jones
Legitimacy And Corporate Law: The Case For Regulatory Redundancy, Renee M. Jones
Renee Jones
This article provides a democratic assessment of the corporate law making structure in the United States. It draws upon the basic democratic principle that those affected by legal rules should have a voice in determining the substance of those rules. Although other commentators have noted certain undemocratic aspects of corporate law, this Article is the first to present a comprehensive assessment of the corporate regulatory structure from the perspective of democracy. It departs from prior accounts by looking past the states' role to consider the ways that federal regulation shores up the legitimacy of the overarching structure. This focus on …
New Principles For Corporate Law, Kent Greenfield
New Principles For Corporate Law, Kent Greenfield
Kent Greenfield
The fundamental assumptions of corporate law have changed little in decades. Accepted as truth are the notions that corporations are voluntary, private, contractual entities, that they have broad powers to make money in whatever ways and in whatever locations they see fit. The primary obligation of management is to shareholders, and shareholders alone. Corporations have broad powers but only a limited role: they exist to make money. Those who maintain these principles – a group that includes most of the legal scholars who teach and write in the area – have derived the narrow role of corporations in one of …
Reclaiming Corporate Law In A New Gilded Age, Kent Greenfield
Reclaiming Corporate Law In A New Gilded Age, Kent Greenfield
Kent Greenfield
Corporate law matters. Traditionally seen as the narrow study of the relationship between managers and shareholders, corporate law has frequently been relegated to the margins of legal discussion and political debate. The marginalization of corporate law has been especially prevalent among those who count themselves as progressives. While this has not always been true, in the last generation or so progressives have focused on constitutional law and other areas of so-called public law, and have left corporate law to adherents of neoclassical law and economics. To the extent that the behavior of businesses has been a matter of concern, that …
Understanding Csr: An Empirical Study Of Private Self-Regulation, Benedict Sheehy
Understanding Csr: An Empirical Study Of Private Self-Regulation, Benedict Sheehy
Benedict Sheehy
Abstract: The article is a study of an important burgeoning form of regulation—private self-regulation—in the area of Corporate Social Responsibility (CSR). Rather than taking a purely theoretical approach or a social scientific study relying publicly reported data, the article addresses the issue by way of interview based case studies. As a study in regulation it clarifies the difference between various types of self-regulation, trade associations’ codes as private self-regulation and government sponsored self-regulation. This distinction hampers efforts to understand the important aspects of motivation and compliance. This study provides empirical examination of compliance in private self-regulation. Given the impact and …
Response, The Still-Elusive Quest To Make Sense Of Veil-Piercing, David Millon
Response, The Still-Elusive Quest To Make Sense Of Veil-Piercing, David Millon
David K. Millon
No abstract provided.
Resisting A Hostile Takeover: The Lion Nathan Bid For Coopers Brewery, John P.G. Lessing, Renaee Johns
Resisting A Hostile Takeover: The Lion Nathan Bid For Coopers Brewery, John P.G. Lessing, Renaee Johns
John Lessing
Lion Nathan Ltd (Lion Nathan), Australia’s second largest brewer, through its subsidiary Lion Nathan Australia Pty Ltd (LNA), on 1 September 2005 launched a hostile takeover of Coopers Brewery Limited (hereafter ‘Coopers’). What followed was one of the most fascinating and vigorously contested takeover battles in Australian corporate history. As a case study, it raises a range of corporate law issues including directors’ duties, oppression, share buy-backs, experts’ reports, use of preemption clauses and the interpretation of a company’s constitution. This paper provides an overview of the tactics adopted by both sides during this lengthy battle. It also discusses the …
The Direction Of Corporate Law: The Scholars' Perspective, John C. Coffee Jr., Richard A. Booth Marbury Research Professor Of Law, R. Franklin Balotti, David C. Mcbride, Edward P. Welch
The Direction Of Corporate Law: The Scholars' Perspective, John C. Coffee Jr., Richard A. Booth Marbury Research Professor Of Law, R. Franklin Balotti, David C. Mcbride, Edward P. Welch
Richard A Booth
Transcript of a panel on a scholar's approach to corporation law.
Sarbanes Oxley Act And Fiduciary Duties, Lyman Johnson
Sarbanes Oxley Act And Fiduciary Duties, Lyman Johnson
Lyman P. Q. Johnson
No abstract provided.
Communitarianism In Corporate Law: Foundations And Law Reform Strategies, David Millon
Communitarianism In Corporate Law: Foundations And Law Reform Strategies, David Millon
David K. Millon
No abstract provided.