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Full-Text Articles in Law
A Prescription To Retire The Rhetoric Of "Principles-Based Systems" In Corporate Law, Securities Regulation, And Accounting, Lawrence A. Cunningham
A Prescription To Retire The Rhetoric Of "Principles-Based Systems" In Corporate Law, Securities Regulation, And Accounting, Lawrence A. Cunningham
Vanderbilt Law Review
This Article corrects widespread misconception about whether complex regulatory systems can be described fairly as either "rules-based" or "principles-based" (also called "standards-based'). Promiscuous use of these labels has proliferated in the years since the implosion of Enron Corp. Users show an increasing habit of celebrating systems dubbed principles-based and scorning those called rules-based. While the concepts of rules and principles (or standards) are useful to classify individual provisions, they are not scalable to the level of complex regulatory systems. The Article uses examples from corporate law, securities regulation, and accounting to illustrate this problematic phenomenon. To describe or design systems …
Managers’ Fiduciary Duties In Financially Distressed Corporations: Chaos In Delaware (And Elsewhere), Rutheford B. Campbell Jr., Christopher W. Frost
Managers’ Fiduciary Duties In Financially Distressed Corporations: Chaos In Delaware (And Elsewhere), Rutheford B. Campbell Jr., Christopher W. Frost
Law Faculty Scholarly Articles
The inherent conflict between creditors and shareholders has long occupied courts and commentators interested in corporate governance. Creditors holding fixed claims to the corporation's assets generally prefer corporate decision making that minimizes the risk of firm failure. Shareholders, in contrast, have a greater appetite for risk, because, as residual owners, they reap the rewards of firm success while sharing the risk of loss with creditors.
Traditionally, this conflict is mediated by a governance structure that imposes a fiduciary duty on the corporation's managers-its officers and directors-to maximize the value of the shareholders' interests in the firm. In this traditional view, …
The Perils Of Criminalizing Agency Costs, Larry E. Ribstein
The Perils Of Criminalizing Agency Costs, Larry E. Ribstein
Journal of Business & Technology Law
No abstract provided.
The Business Judgment Rule, Disclosure, And Executive Compensation, D. A. Jeremy Telman
The Business Judgment Rule, Disclosure, And Executive Compensation, D. A. Jeremy Telman
Law Faculty Publications
Despite its ubiquity in corporate law, the business judgment rule remains a doctrinal puzzle. Both courts and scholars offer different understandings of the Rule's role in litigation brought against corporate directors and different justifications for its deployment to insulate such directors from liability for breaches of fiduciary duties. This Article rejects all existing justifications for the Rule and argues that the Rule is no longer needed to protect directors from liability either because the justifications offered never made any sense or because directors are now protected by other, statutory means. Rather, the Rule is needed today not to protect directors, …
How We Make Law In Delaware, And What To Expect From Us In The Future, Lawrence A. Hamermesh
How We Make Law In Delaware, And What To Expect From Us In The Future, Lawrence A. Hamermesh
Lawrence A. Hamermesh
No abstract provided.
The Criminalization Of Corporate Law, Lisa M. Fairfax
The Criminalization Of Corporate Law, Lisa M. Fairfax
Faculty Scholarship
No abstract provided.
Criminalization Of Corporate Law: The Impact On Shareholders And Other Constituents, David K. Millon
Criminalization Of Corporate Law: The Impact On Shareholders And Other Constituents, David K. Millon
Scholarly Articles
None available.
Hell Hath No Fury Like An Investor Scorned: Retribution, Deterrence, Restoration, And The Criminalization Of Securities Fraud Under Rule 10b-5, Joan Macleod Heminway
Hell Hath No Fury Like An Investor Scorned: Retribution, Deterrence, Restoration, And The Criminalization Of Securities Fraud Under Rule 10b-5, Joan Macleod Heminway
Journal of Business & Technology Law
No abstract provided.
The Fall And Rise Of Federal Corporation Law - Foreword, Richard A. Booth
The Fall And Rise Of Federal Corporation Law - Foreword, Richard A. Booth
Journal of Business & Technology Law
No abstract provided.
Merck Kgaa V. Integra Lifesciences I Ltd.: How Broad Can You Go? The Supreme Court Makes Room For Preclinical Research In The Drug Price Competition And Patent Term Restoration Act's Safe Harbor Provision, Lauren B. Willis
Journal of Business & Technology Law
No abstract provided.
Roundtable - The Criminalization Of Corporate Law - Foreword, Lisa M. Fairfax
Roundtable - The Criminalization Of Corporate Law - Foreword, Lisa M. Fairfax
Journal of Business & Technology Law
No abstract provided.
On The Prospects Of Deterring Corporate Crime, Geraldine Szott Moohr
On The Prospects Of Deterring Corporate Crime, Geraldine Szott Moohr
Journal of Business & Technology Law
No abstract provided.
Sarbanes-Oxley's Purported Over-Criminalization Of Corporate Offenders, Lisa H. Nicholson
Sarbanes-Oxley's Purported Over-Criminalization Of Corporate Offenders, Lisa H. Nicholson
Journal of Business & Technology Law
No abstract provided.
Criminalization Of Corporate Law, David Anders
Criminalization Of Corporate Law, David Anders
Journal of Business & Technology Law
No abstract provided.
The Impact On Director And Officer Behavior, Douglas M. Branson
The Impact On Director And Officer Behavior, Douglas M. Branson
Journal of Business & Technology Law
No abstract provided.
The Impact On Director And Officer Behavior, Donald Langevoort
The Impact On Director And Officer Behavior, Donald Langevoort
Journal of Business & Technology Law
No abstract provided.
The Impact On Shareholders And Other Constituents, Jill Fisch
The Impact On Shareholders And Other Constituents, Jill Fisch
Journal of Business & Technology Law
No abstract provided.
The Impact On Shareholders And Other Constituents, Christine Hurt
The Impact On Shareholders And Other Constituents, Christine Hurt
Journal of Business & Technology Law
No abstract provided.
The Impact On Shareholders And Other Constituents, Brett Mcdonnell
The Impact On Shareholders And Other Constituents, Brett Mcdonnell
Journal of Business & Technology Law
No abstract provided.
The Impact On Shareholders And Other Constituents, David Millon
The Impact On Shareholders And Other Constituents, David Millon
Journal of Business & Technology Law
No abstract provided.
The Impact On Shareholders And Other Constituents, Jennifer O'Hare
The Impact On Shareholders And Other Constituents, Jennifer O'Hare
Journal of Business & Technology Law
No abstract provided.
The Impact Of Criminal Sanctions On Corporate Misconduct, Peter Henning
The Impact Of Criminal Sanctions On Corporate Misconduct, Peter Henning
Journal of Business & Technology Law
No abstract provided.
The Impact Of Criminal Sanctions On Corporate Misconduct, Donna M. Nagy
The Impact Of Criminal Sanctions On Corporate Misconduct, Donna M. Nagy
Journal of Business & Technology Law
No abstract provided.
The Impact Of Criminal Sanctions On Corporate Misconduct, Ellen S. Podgor
The Impact Of Criminal Sanctions On Corporate Misconduct, Ellen S. Podgor
Journal of Business & Technology Law
No abstract provided.
The Impact Of Criminal Sanctions On Corporate Misconduct, David Skeel Jr.
The Impact Of Criminal Sanctions On Corporate Misconduct, David Skeel Jr.
Journal of Business & Technology Law
No abstract provided.
The Impact Of Criminal Sanctions On Corporate Misconduct, Alan Palmiter
The Impact Of Criminal Sanctions On Corporate Misconduct, Alan Palmiter
Journal of Business & Technology Law
No abstract provided.
Introducing The Law Of Nonprofit Organizations And Philanthropy, David A. Brennen
Introducing The Law Of Nonprofit Organizations And Philanthropy, David A. Brennen
Law Faculty Scholarly Articles
On January 5,2007, the Nonprofit and Philanthropy Law Section of AALS held its first program at the AALS Annual Meeting in Washington, D.C. The program, entitled "State-Level Legal Reform of the Law of Nonprofit Organizations," was a fitting way to launch what should prove to be a valuable contribution to the study of law relating to nonprofit organizations and philanthropy. This burgeoning area of academic legal study is well poised to grow by leaps and bounds in the coming years due to its impact on many traditional areas of legal study, including tax law, corporate law, estate law, trust law, …
Corporate Deferred Prosecutions Through The Looking Glass Of Contract Policing, Candace Zierdt, Ellen S. Podgor
Corporate Deferred Prosecutions Through The Looking Glass Of Contract Policing, Candace Zierdt, Ellen S. Podgor
Kentucky Law Journal
No abstract provided.