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Full-Text Articles in Law

Default Rules, Wealth Distribution, And Corporate Law Reform: Employment At Will Versus Job Security, David K. Millon Dec 2012

Default Rules, Wealth Distribution, And Corporate Law Reform: Employment At Will Versus Job Security, David K. Millon

David K. Millon

None available.


Redefining Corporate Law, David K. Millon Dec 2012

Redefining Corporate Law, David K. Millon

David K. Millon

None available.


Cases On Partnership And Other Unincorporated Associations, By Scott Rowley, Robert Brown Dec 2012

Cases On Partnership And Other Unincorporated Associations, By Scott Rowley, Robert Brown

Dr Robert Brown

No abstract provided.


The Limited Partnership In Indiana, Robert C. Brown Dec 2012

The Limited Partnership In Indiana, Robert C. Brown

Dr Robert Brown

No abstract provided.


Tax Laws Of Indiana As They Relate To Corporations For Profit, Harriet W. Bouslog, Robert C. Brown Dec 2012

Tax Laws Of Indiana As They Relate To Corporations For Profit, Harriet W. Bouslog, Robert C. Brown

Dr Robert Brown

No abstract provided.


A New Treatise Of Private Corporations, Robert C. Brown Dec 2012

A New Treatise Of Private Corporations, Robert C. Brown

Dr Robert Brown

No abstract provided.


Gaming The System: Bio-Economics, Game Theory, & Fisheries Management, Richard A. Grisel Dec 2012

Gaming The System: Bio-Economics, Game Theory, & Fisheries Management, Richard A. Grisel

Richard A Grisel

This paper argues that game theory provides powerful, effective new tools to analyze externalities that occur in the context of strategic, multi-party, interactive decision-making. I will attempt to treat this as a non-technical paper and avoid the complex mathematics better left to economists and mathematicians. Instead, a more achievable goal is to illustrate how high-seas open-access fishing is virtually identical to a game situation, treat the fundamentals of game theory, and demonstrate that game theoretic analyses are well-suited and fruitful for designing effective policy responses to fisheries management, particularly with respect to the straddling stocks problem. Indeed, one seminal fisheries …


Criminalization Of Corporate Law: The Impact On Shareholders And Other Constituents, David K. Millon Dec 2012

Criminalization Of Corporate Law: The Impact On Shareholders And Other Constituents, David K. Millon

David K. Millon

None available.


The Impact On Shareholders And Other Constituents, David Millon Dec 2012

The Impact On Shareholders And Other Constituents, David Millon

David K. Millon

No abstract provided.


Piercing The Corporate Veil, Financial Responsibility, And The Limits Of Limited Liability, David K. Millon Dec 2012

Piercing The Corporate Veil, Financial Responsibility, And The Limits Of Limited Liability, David K. Millon

David K. Millon

Veil-piercing is the most heavily litigated issue in corporate law, yet legal doctrine in this area is notoriously incoherent. In this article, I argue that the only way to make sense of veil-piercing is through an accurate understanding of the policy underlying limited liability. Once that is appreciated it then becomes possible to make sense of the appropriate limits on limited liability. Piercing the corporate veil can then serve the useful function of distinguishing legitimate from illegitimate reliance on statutory limited liability. After surveying efficiency rationales for limited liability and finding them unpersuasive, I propose that the best way to …


New Game Plan Or Business As Usual? A Critique Of The Team Production Model Of Corporate Law, David K. Millon Dec 2012

New Game Plan Or Business As Usual? A Critique Of The Team Production Model Of Corporate Law, David K. Millon

David K. Millon

None available.


Rethinking Risk, Renee Jones Dec 2012

Rethinking Risk, Renee Jones

Renee Jones

No abstract provided.


Who Let You Into The House?, Lawrence Hamermesh Dec 2012

Who Let You Into The House?, Lawrence Hamermesh

Lawrence A. Hamermesh

Recent Congressional corporate governance initiatives have reallocated to independent directors the functions of hiring and supervising the work of certain “gatekeepers,” and some have proposed such a reallocation with respect to general counsel, as a means to address cognitive biases and capture by senior management that may prevent inside counsel from identifying and preventing corporate misconduct. That proposal, however, does not sufficiently account for the positive effect on corporate conduct arising from a close relationship of trust and confidence between general counsel and the CEO or other senior managers. Eliminating such a relationship is likely to undermine access to internal …


Panelist, Apocalypse Now Or Much Ado About Nothing? An Election Post-Mortem On The Effects Of Citizens United, Kent Greenfield Dec 2012

Panelist, Apocalypse Now Or Much Ado About Nothing? An Election Post-Mortem On The Effects Of Citizens United, Kent Greenfield

Kent Greenfield

No abstract provided.


Hedge Funds & Poison Pills: Can Typical Hedge Fund Activism Really Be Considered A Reasonable Threat Under Unocal?, Vincent V. Hilldrup Dec 2012

Hedge Funds & Poison Pills: Can Typical Hedge Fund Activism Really Be Considered A Reasonable Threat Under Unocal?, Vincent V. Hilldrup

Vincent V. Hilldrup

At a time when hedge fund returns have been stagnating and failing to meet expectations in the period from 2004-2007, they have also attracted significant amounts of capital as investors have eagerly sought to secure above market returns.1 Pressured to perform in the wake of the 2008 financial crisis, hedge funds have turned to shareholder activism as a means of maximizing profits and increasing their returns on investment, seeking to influence corporate policy and, if necessary, hold underperforming managers accountable. With significant amounts of funds available at their disposal, they have the means to pressure management and directly influence corporate …


Twilight In The Zone Of Insolvency: Fiduciary Duty And Creditors Of Troubled Companies - History & Background, Royce De R. Barondes, Lisa Fairfax, Lawrence A. Hamermesh, Robert Lawless Dec 2012

Twilight In The Zone Of Insolvency: Fiduciary Duty And Creditors Of Troubled Companies - History & Background, Royce De R. Barondes, Lisa Fairfax, Lawrence A. Hamermesh, Robert Lawless

Lawrence A. Hamermesh

No abstract provided.


Panelist, A Policy Framework For Knowledge-Based Capital, Hugh Ault Dec 2012

Panelist, A Policy Framework For Knowledge-Based Capital, Hugh Ault

Hugh J. Ault

No abstract provided.


Encontrar Las Diferencias: Ley De Contrataciones Del Estado Y Ley De App's, Jonnathan Bravo, Rodolfo Miranda Nov 2012

Encontrar Las Diferencias: Ley De Contrataciones Del Estado Y Ley De App's, Jonnathan Bravo, Rodolfo Miranda

Jonnathan Bravo Venegas

No abstract provided.


The Case Beyond Time, Lyman P.Q. Johnson, David K. Millon Nov 2012

The Case Beyond Time, Lyman P.Q. Johnson, David K. Millon

David K. Millon

The Delaware Supreme Court's opinion in Paramount Communications, Inc. v. Time, Inc.' treats several important questions that arise in connection with hostile corporate takeovers. At the same time, it leaves three critical issues unanswered. In this article, we first briefly describe what the Time decision did, comparing Chancellor William Allen's somewhat discursive Chancery Court opinion with the more peremptory ruling of the Supreme Court. Next, we identify three unarticulated but potentially far-reaching implications of both the Supreme Court's and Chancellor Allen's reasoning that threaten to destabilize seemingly settled doctrine governing the conduct of target company management.


Recalling Why Corporate Officers Are Fiduciaries, Lyman P.Q. Johnson, David K. Millon Nov 2012

Recalling Why Corporate Officers Are Fiduciaries, Lyman P.Q. Johnson, David K. Millon

David K. Millon

For all the recent federal attention to regulating - and differentiating - corporate officer and director functions, a curious fact remains: state fiduciary duty law makes no distinction between the fiduciary duties of these two groups. Instead, courts and commentators routinely describe the duties of directors and officers together, and in identical terms. To lump officers and directors together as generic fiduciaries with no distinction being made between them, suggests - as patently is not the case - that their institutional function and legal roles within the corporation are the same. Such a view, consequently, undermines efforts more sharply to …


Corporate Takeovers And Corporate Law: Who's In Control?, Lyman P.Q. Johnson, David K. Millon Nov 2012

Corporate Takeovers And Corporate Law: Who's In Control?, Lyman P.Q. Johnson, David K. Millon

David K. Millon

No abstract provided.


New Directions In Corporate Law Communitarians, Contractarians, And The Crisis In Corporate Law, David K. Millon Nov 2012

New Directions In Corporate Law Communitarians, Contractarians, And The Crisis In Corporate Law, David K. Millon

David K. Millon

No abstract provided.


Misreading The Williams Act, Lyman P.Q. Johnson, David K. Millon Nov 2012

Misreading The Williams Act, Lyman P.Q. Johnson, David K. Millon

David K. Millon

No abstract provided.


Enron And The Dark Side Of Worker Ownership, David Millon Nov 2012

Enron And The Dark Side Of Worker Ownership, David Millon

David K. Millon

No abstract provided.


Worker Ownership Through 401(K) Retirement Plans: Enron's Cautionary Tale, David Millon Nov 2012

Worker Ownership Through 401(K) Retirement Plans: Enron's Cautionary Tale, David Millon

David K. Millon

No abstract provided.


Missing The Point About State Takeover Statutes, Lyman P.Q. Johnson, David K. Millon Nov 2012

Missing The Point About State Takeover Statutes, Lyman P.Q. Johnson, David K. Millon

David K. Millon

No abstract provided.


Widener Law, The Institute Of Delaware Corporate & Business Law, On-Line Symposium: Default Fiduciary Duties In Llcs And Lps, Lawrence Hamermesh Oct 2012

Widener Law, The Institute Of Delaware Corporate & Business Law, On-Line Symposium: Default Fiduciary Duties In Llcs And Lps, Lawrence Hamermesh

Lawrence A. Hamermesh

No abstract provided.


A New Form Of Business Entity Is Needed To Promote Social Entrepreneurship: The Not-For-Loss Corporation, Jay Milbrandt Oct 2012

A New Form Of Business Entity Is Needed To Promote Social Entrepreneurship: The Not-For-Loss Corporation, Jay Milbrandt

Jay Milbrandt

No abstract provided.


Attorney-General Of Pakistan - A Brief Overview, Umair Ghori Oct 2012

Attorney-General Of Pakistan - A Brief Overview, Umair Ghori

Umair H. Ghori

The legal system of Pakistan represents a fusion of the Shariah law and common law systems. Traditionally, the Pakistani legal system adapted the pre-1947 colonial law for local use. Amendments to these colonial laws, in particular inspired by the Islamic traditions, have been interspersed in intervals. As a result, the Pakistan legal system retains fundamental common law doctrines (such as binding precedent and delegated legislation) while gradually integrating laws of Islamic origin within the existing common law framework. However, Pakistan's legal system is far from being a complete mirror of the English legal system. One such major distinction is that …


Crime, War & Romanticism: Arthur Andersen And The Nature Of Entity Guilt, David N. Cassuto Oct 2012

Crime, War & Romanticism: Arthur Andersen And The Nature Of Entity Guilt, David N. Cassuto

David N Cassuto

In 2002, Arthur Andersen, LLP stood trial for obstruction of justice. The prosecution offered several theories as to who at the firm had committed the crime but no one theory satisfied all twelve jurors. In an attempt to break its deadlock, the jury asked whether it could convict i f some jurors thought Person A at Andersen had done it and some thought it was Person B. Following argument, the judge ruled that it could convict. This article argues that the court's response to the jury's query was wrong as a matter of law and policy. The ruling misconstrues the …