Law Commons^™

The Partnership Mystique: Law Firm Finance And Governance For The 21st Century American Law Firm, Maya Steinitz

William & Mary Law Review

This Article identifies and analyzes the de facto and de jure end of lawyers’ exclusivity over the practice of law in the United States. This development will have profound implications for the legal profession, the careers of individual lawyers, and the justice system as a whole.

First, the Article argues that various financial products that have recently flooded the legal market are functionally equivalent to investing in and owning law firms and create all the same governance challenges as allowing nonlawyers to directly own stock in law firms.

Second, the Article analyzes Arizona’s groundbreaking legalization of nonlawyer participation in law …

The Use And Misuse Of Fiduciary Duties: Corporate Social Responsibility And The Standard Of Review, Jonathan R. Povilonis

William & Mary Business Law Review

This Article provides a crucial corrective to the “corporate social responsibility” debate, which concerns whether corporations have the obligation to protect or serve the interests of groups other than their shareholders, like employees or customers (often called “stakeholders”). Scholars on one side of the debate have repeatedly presumed that corporate directors’ fiduciary duties to shareholders play an important role in protecting shareholders from decisions that favor stakeholders at their expense. Scholars on the other side agree that fiduciary duties provide meaningful protection against unfavorable conduct but argue that directors should also owe fiduciary duties to stakeholders so they may be …

Regulatory Competition And State Capacity, Martin W. Sybblis

William & Mary Business Law Review

This Article explores an underlying tension in the regulatory competition literature regarding why some jurisdictions are more attractive to firms than others. It pays special attention to offshore financial centers (OFCs). OFCs court the business of nonresidents, offer business friendly regulatory environments, and provide for minimal, if any, taxation on their customers. On the one extreme, OFCs are theorized as merely products of legislative capture— thereby lacking any meaningful agency of their own. On the other hand, OFCs are conceptualized as well-governed jurisdictions that attract investment because of the high quality of their laws and legal institutions—indicating some ability to …

Fiduciary Judgment Rules, Julian Velasco

William & Mary Law Review

Because of the strong moral rhetoric and robust equitable remedies available in fiduciary law, it is not surprising to find lawyers and legal scholars seeking to expand the reach of fiduciary law principles into new relationships and new areas of law. However, expansion often does not work very well because of the demanding and pervasive nature of fiduciary duties. Thus, jurists often turn to the business judgment rule and its policy of underenforcement of fiduciary duties as a way to fit fiduciary law principles into other areas of law. The problem with this approach is that it is based on …

Designing Dual-Class Sunsets: The Case For A Transfer-Centered Approach, Marc T. Moore

William & Mary Business Law Review

Dual-class stock (DCS) structures, and their implications for managerial accountability and corporate governance more broadly, have become prevalent concerns for corporate lawyers and policymakers. Recent academic and practitioner debates on DCS have tended to focus less on the general merits and drawbacks of DCS versus one share/one vote structures, and more on the specific common-ground concern as to whether and how such structures are subjected to contingent reversal or “sunset”. This Article compares the relative advantages and disadvantages of time-, ownership- and transfer-centered models of DCS sunset provisions. It argues in favor of the transfer-centered model on the grounds that: …

Government Ownership Of Banks: A Curse Or A Blessing For The United States?, Yueh-Ping (Alex) Yang

William & Mary Business Law Review

During the Financial Crisis of 2007–2008, the Treasury injected an enormous amount of capital and held equity in 707 financial institutions to stabilize the U.S. financial system. The government’s large-scale ownership of banks alarmed the U.S. banking sector. The mainstream opinion in the United States strongly opposed this practice, mostly due to the distrust of the government and the fear that government intervention would jeopardize private shareholders’ interests. Later developments, including the Treasury’s quick exit from its holdings and the Dodd-Frank Act’s declaration of the end of bailouts, suggest that the U.S. government eventually succumbed to the mainstream opinion.

Such …

Company Law In The European Union And The United States: A Comparative Analysis Of The Impact Of The Eu Freedoms Of Establishment And Capital And The U.S. Interstate Commerce Clause, Christoph Allmendinger

William & Mary Business Law Review

Since the decision of the European Court of Justice in the Centros case, it has become popular in company law to draw comparisons between the United States economic constitution and the Single European Market. Since then, fears of a European “Delaware Effect,” which would create a “race to the bottom,” have hounded the debate on European company law. In this discussion, however, the unique constitutional framework of both the EU and the U.S. is seldom regarded. This constitutional framework, nevertheless, determines the behavior of both the legislators at state level and the market participants. This Article compares the impact of …

The Role Of Aspiration In Corporate Fiduciary Duties, Julian Velasco

William & Mary Law Review

Corporate law is characterized by a pervasive divergence between standards of conduct and standards of review. Courts often opine on the relatively demanding standard of conduct, but their judgments must be based on the more forgiving standard of review. Commentators defend this state of affairs by insisting that it provides guidance to directors without imposing ruinous liability. However, the dichotomy can lead many, especially those who focus on the bottom line, to call into question the meaningfulness of standards of conduct. Of particular concern is the increasing popularity, in legal and scholarly circles, of the notion that fiduciary duty standards …

A Systems Approach To Corporate Governance Reform: Why Importing U.S. Corporate Law Isn't The Answer, Troy A. Paredes

William & Mary Law Review

No abstract provided.

The Team Production Theory Of Corporate Law: A Critical Assessment, Alan J. Meese

William & Mary Law Review

No abstract provided.

The Corporate Defamation Plaintiff In The Era Of Slapps: Revisiting New York Times V. Sullivan, D. Mark Jackson

William & Mary Bill of Rights Journal

Corporations have increasingly used defamation suits as an offensive weapon. Many of these suits may be defined as SLAPP suits-Strategic Litigation Against Public Participation. These suits, often meritless, are designed to harass and silence a corporations' critics. Following a survey oft he history of defamation law and the protection of free speech, this Note argues that corporations should be treated as per se public figures in defamation suits. This derives from the uniquely public nature of a corporation and an assumption of the risk of defamatory falsehoods that arises from the act of incorporation.Treating corporations in this manner would place …

Adjusting To The Managerial Revolution: The Law Of Corporations In The Federal Courts Of Delaware 1900-1941, Stephen B. Presser, Richard E. Simpson

William & Mary Law Review

No abstract provided.

Corporation Lawyer: Saint Or Sinner?, By Harold Levy, Paul Carrington

Indiana Law Journal

No abstract provided.

A Casebook On Corporation Finance

Michigan Law Review

A review of CASES AND MATERIALS ON THE LAW OF CORPORATION FINANCE. By Adolf A. Berle, Jr.