Law Commons^™

Is The Dutch Auction Ipo A Good Idea?, Anita I. Anand

ExpressO

The Google IPO raised the question of whether Dutch auctions are preferable to the traditional bookbuilding method of financing. Some argue that Dutch auctions make public offerings more efficient in terms of price discovery by leaving less money on the table. They further argue that Dutch auctions are more fair, since underwriters do not allocate securities to preferred clients, thereby allowing for a more equitable allocation among institutional and retail investors. I suggest that the Dutch auction is not necessarily more fair and may in fact lead to less efficient capital markets. I argue that reform of the current system …

The Same Side Of Two Coins: The Peculiar Phenomenon Of Bet-Hedging In Campaign Finance, Jason Cohen

ExpressO

The paper addresses the propensity of large donors to give to competing candidates or competing party organizations during the same election cycle – for example, giving money to both Bush and Kerry during the 2004 presidential race – a practice here termed 'bet-hedging.' Bet-hedging is analyzed in strategic and game-theoretic terms. The paper explores the prevalence of bet-hedging, the possible motivations behind the practice, and the informational concerns surrounding it. The paper argues that bet-hedging, out of all donation practices, carries with it a uniquely strong implication of ex post favor-seeking: if a donor prefers one side over the other, …

Excessive Compensation In Publicly Held Corporations: Is The Doctrine Of Waste Still Applicable?, John Murrey

ExpressO

No abstract provided.

The Semi-Sovereign Corporation, Daniel J.H. Greenwood

ExpressO

For at least a generation, corporate law scholars have worked within a paradigm of the corporation as a nexus of contracts, using metaphors drawn from contract, property, agency and trust to describe the relationships between shareholders and the firm as something like those of strangers in a market.

But historically, corporations were understood to be political organizations much like a miniature state or sovereign. The political view emphasizes that the participants in a firm include more than the public shareholders, that they have relationships with each other that extend beyond the momentary contact of strangers in a spot-market, and most …

Digital Vat And Development: D-Vat And D-Velopment, Richard Thompson Ainsworth

Faculty Scholarship

This article suggests that the time is right for developing countries to consider adopting a comprehensive, fully digital VAT, (complete with certified software and trusted third party intermediaries who could assume all of the taxpayer's VAT responsibilities) within the limited group of enterprises encompassed by the large taxpayer group.

Since the e-commerce revolution began in the 1990's, tax policy discussions in developed economies have enlisted "e-solutions" to streamline consumption tax administration, as well as to resolve technical problems.

Inspiration came from the marketplace. Policy-makers observed widespread, business-initiated e-solutions to consumption tax compliance problems in a wide spectrum of jurisdiction. There …

Is Forum-Shopping Corrupting America's Bankruptcy Courts? Review Of Lynn M. Lopucki, "Courting Failure: How Competition For Big Cases Is Corrupting The Bankruptcy Courts", Todd J. Zywicki

George Mason University School of Law Working Papers Series

In his new book, Courting Failure: How Competition for Big Cases is Corrupting the Bankruptcy Courts, Professor Lynn LoPucki’s book argues that that current bankruptcy venue rules have spawned an improper “competition for big cases” that has “corrupted” America’s bankruptcy courts. LoPucki argues that this competition has harmed the bankruptcy system and the economy, transferring wealth from creditors and employees to incumbent management and bankruptcy professionals. He also argues that the competition that has corrupted the American bankruptcy system is being replicated internationally, resulting in a similar competition and similar harm on the global stage.

This essay reviews LoPucki’s book …

Regulating Section 527 Organizations, Gregg D. Polsky, Guy-Uriel E. Charles

Scholarly Works

In this Essay, we consider whether the Federal Election Commission (FEC) has the authority to regulate independent 527 organizations (e.g., Swiftboat Veterans for Truth, Moveon.org, etc.) as political committees under the Federal Election Campaign Act. This issue, which was hotly debated during the last election cycle when it was considered and ultimately tabled by the FEC, is an extremely complex one that requires a deep understanding of election, tax, administrative, and constitutional law. After considering how these areas of law intersect, we conclude that the FEC lacks the authority to regulate independent 527 organizations as political committees.

"The Regulatory Grass In Greener": A Comparative Analysis Of The Alien Tort Claims Act And The European Union's Green Paper On Corporate Social Responsibility, Joshua M. Chanin

Indiana Journal of Global Legal Studies

No abstract provided.

Reframing The Issue: Aids As A Global Workforce Crisis And The Emerging Role Of Multinational Corporations, Elizabeth M. Chitty

Indiana Journal of Global Legal Studies

No abstract provided.

From "Federalization" To "Mixed Goverance" In Corporate Law: A Defense Of Sarbanes-Oxley, Robert B. Ahdieh

Buffalo Law Review

No abstract provided.

From "Federalization" To "Mixed Governance" In Corporate Law: A Defense Of Sarbanes-Oxley, Robert B. Ahdieh

Faculty Scholarship

Since the very moment of its adoption, the Sarbanes-Oxley Act of 2002 has been subject to a litany of critiques, many of them seemingly well-placed. The almost universal condemnation of the Act for its asserted 'federalization' of corporate law, by contrast, deserves short shrift. Though widely invoked - and blithely accepted - dissection of this argument against the legislation shows it to rely either on flawed assumptions or on normative preferences not ordinarily acknowledged (or perhaps even accepted) by those who criticize Sarbanes-Oxley for its federalization of state corporate law.

Once we appreciate as much, we can begin by replacing …

Why Defer To Managers? A Strong-Form Efficiency Model, Richard E. Kihlstrom, Michael L. Wachter

All Faculty Scholarship

We compare the efficiency with which management discretion and shareholder choice regulate hostile tender offers. This is the first paper in a long running debate that rigorously compares these legal rules to analyze both the critical informational assumptions and the interplay of those assumptions with principles of financial market efficiency. A critical innovation of our model is its focus on an informed management’s choice among alternative corporate policies under the protection of the business judgment rule, but where agency costs exist. We assume that corporate assets and reinvestment opportunities are efficiently priced by financial markets, but that markets never learn …

The Role Of Groups In Norm Transformation: A Dramatic Sketch, In Three Parts, Robert B. Ahdieh

Faculty Scholarship

Legal scholars, as well as economists, have focused limited attention on the role of coordinated groups of market participants - committees, clubs, associations, and the like - in social ordering generally and in the evolution of norms particularly. One might trace this neglect to some presumptive orientation to state actors (expressive law) and autonomous individuals (norm entrepreneurs) as the sole parties of interest in social change. Yet, alternative stories of social ordering and norm change might also be told. Dramatic recent changes in the contracting practices of the sovereign debt markets offer one such story.

Using the latter by way …

Slides: Long Term Management Of Community Forests: Some Eomf Partner Perspectives, Brian Barkley

Community-Owned Forests: Possibilities, Experiences, and Lessons Learned (June 16-19)

Presenter: Brian Barkley, Ontario Model Forest, Canada

18 slides

Slides: Sustainable Forest Management Of Community Forest Lands: It's A Matter Of Balance, Dave Epperly

Community-Owned Forests: Possibilities, Experiences, and Lessons Learned (June 16-19)

Presenter: Dave Epperly, St. Louis County Forest, MN

28 slides

Slides: New England Forestry Foundation: Private Forests For The Public Good Since 1944, Frank Reed

Community-Owned Forests: Possibilities, Experiences, and Lessons Learned (June 16-19)

Presenter: Frank Reed, New England Forestry Foundation

9 slides

Slides: Forest Grove Municipal Watershed: Using Citizen Involvement To Break Gridlock, Scott Ferguson

Community-Owned Forests: Possibilities, Experiences, and Lessons Learned (June 16-19)

Presenter: Scott Ferguson, City of Forest Grove, OR

23 slides

Slides: Forestry On The Yakama Reservation: The Balancing Of Natural Resources Management, Philip Rigdon

Community-Owned Forests: Possibilities, Experiences, and Lessons Learned (June 16-19)

Presenter: Philip Rigdon, Yakama Nation, Toppenish, WA

64 slides

Slides: Long Term Forest Management: Creating A Forest Management Plan, Don Johnson

Community-Owned Forests: Possibilities, Experiences, and Lessons Learned (June 16-19)

Presenter: Don Johnson, Forest Land Improvement, Inc., NH town forests

51 slides

Slides: Funding For Acquisitions: Creative And Emerging Mechanisms To Tap Private Funds, Peter R. Stein

Community-Owned Forests: Possibilities, Experiences, and Lessons Learned (June 16-19)

Presenter: Peter R. Stein, General Partner, The Lyme Timber Company, Hanover, NH

9 slides

Slides: The Downhill Lever Of Current Forest Finance, Tom Tuchmann

Community-Owned Forests: Possibilities, Experiences, and Lessons Learned (June 16-19)

Presenter: Tom Tuchmann, US Forest Capital, Portland, OR

6 slides

Slides: Public Funding Sources In Mt: State Funding Sources, 3 Partnerships Examples, Alan Wood

Community-Owned Forests: Possibilities, Experiences, and Lessons Learned (June 16-19)

Presenter: Alan Wood, MT Department of Fish, Wildlife and Parks, Helena, MT

12 slides

Slides: Community-Owned Forests: Funding For Acquisition, Missoula, Mt, Tom Cassidy

Community-Owned Forests: Possibilities, Experiences, and Lessons Learned (June 16-19)

Presenter: Thomas Cassidy, The Nature Conservancy, VA

21 slides

Community Forests: A Perspective, Robert Mccullough

Community-Owned Forests: Possibilities, Experiences, and Lessons Learned (June 16-19)

22 pages.

"Robert McCullough teaches in the University of Vermont Graduate Program in Historic Preservation. He wrote The Landscape of Community: Communal Forests in New England."

Slides: Changes In Timberland Ownership: The New Hampshire Experience, Paul Doscher

Community-Owned Forests: Possibilities, Experiences, and Lessons Learned (June 16-19)

Presenter: Paul Doscher, Society for the Protection of New Hampshire Forests, Concord, NH

20 slides

Slides: Randolph Community Forest Partnerships, Ben Eisenberg

Community-Owned Forests: Possibilities, Experiences, and Lessons Learned (June 16-19)

Presenter: Ben Eisenberg, Randolph Community Forest, NH

24 slides

Slides: The Trust For Public Land: Conserving Land For People, Ernest Cook

Community-Owned Forests: Possibilities, Experiences, and Lessons Learned (June 16-19)

Presenter: Ernest Cook, Senior Vice President, Conservation Finance Program, The Trust for Public Land, Boston, MA

19 slides

Slides: Coolbough Natural Areas: Community Forest, Brooks Township, Michigan, Dale Block

Community-Owned Forests: Possibilities, Experiences, and Lessons Learned (June 16-19)

Presenter: Dale Block, Brooks Township Forest, MI

35 slides

Slides: Community Ownership And Management Of Productive Forestland: Building Natural And Social Capital, Keith Bisson, Rodger Krussman

Community-Owned Forests: Possibilities, Experiences, and Lessons Learned (June 16-19)

Presenters: Keith Bisson, Quebec-Labrador Foundation, and Rodger Krussman, The Trust for Public Land

20 slides

Slides: City Of Arcata Community Forest, Mark André

Community-Owned Forests: Possibilities, Experiences, and Lessons Learned (June 16-19)

Presenter: Mark André, Arcata, CA, Community Forest

42 slides