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- Corporate Governance (4)
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Articles 1 - 6 of 6
Full-Text Articles in Law
The Manager's Share, David I. Walker
The Manager's Share, David I. Walker
William & Mary Law Review
It is sometimes argued in the corporate governance literature that the total share of corporate value that can be extracted by a manager is fixed and independent of the avenues through which value is extracted. Shareholders need not worry about an activity such as insider trading, the story goes, because any profits achieved by a manager through insider trading will simply offset conventional compensation. This Article challenges that idea and argues that whether one views the manager's share as being capped by external market forces, set by an optimal principal/agent contract, or limited by saliency and outrage in accordance with …
A Devil Disguised As A Corporate Angel?: Questioning Corporate Charitable Contributions To "Independent" Directors' Organizations, Benjamin E. Ladd
A Devil Disguised As A Corporate Angel?: Questioning Corporate Charitable Contributions To "Independent" Directors' Organizations, Benjamin E. Ladd
William & Mary Law Review
No abstract provided.
Recalling Why Corporate Officers Are Fiduciaries, Lyman P.Q. Johnson, David Millon
Recalling Why Corporate Officers Are Fiduciaries, Lyman P.Q. Johnson, David Millon
William & Mary Law Review
No abstract provided.
The Unique Benefits Of Treating Personal Goodwill As Property In Corporate Acquisitions, Darian M. Ibrahim
The Unique Benefits Of Treating Personal Goodwill As Property In Corporate Acquisitions, Darian M. Ibrahim
Faculty Publications
Corporate acquisition talks may not get far if buyer and seller disagree over transaction structure, which can have significant after-tax effects. But the parties may have overlooked an item that, due to its potential tax treatment, could be the key to facilitating the acquisition. That item is the selling shareholder's "personal goodwill."
Personal goodwill exists when the shareholder's reputation, expertise, or contacts gives the corporation its intrinsic value. It is most likely to be found in closely held businesses, especially those that are technical, specialized, orprofessional in nature or have few customers and suppliers. If personal goodwill is treated as …
Historical Quirks, Political Opportunism, And The Anti-Loan Provision Of The Sarbanes-Oxley Act, Jayne W. Barnard
Historical Quirks, Political Opportunism, And The Anti-Loan Provision Of The Sarbanes-Oxley Act, Jayne W. Barnard
Faculty Publications
No abstract provided.
Rule 10b-5 And The "Unfitness" Question, Jayne W. Barnard
Rule 10b-5 And The "Unfitness" Question, Jayne W. Barnard
Faculty Publications
No abstract provided.