Law Commons^™

Los Privilegios Laborales Bajo La Ley 24.522, Gaston Mirkin

Gaston Mirkin

No abstract provided.

The Sec's Revolving Door And The Problem Of Institutional Corruption, Renee Jones

Renee Jones

No abstract provided.

Pautas A Seguir Para Incluir La Cláusula De Liberación De Protesto, David García

David García

No abstract provided.

Business Taxes And International Competitiveness: Understanding How Taxes Can Distort Capital Ownership And Designing A Nondistortive International Tax System, Michael S. Knoll

All Faculty Scholarship

Around the world, policymakers are obsessed with the competitiveness of their domestic companies and domestically based multinational corporations (MNCs). Such concerns frequently influence policy, especially tax policy. In this paper, I develop a theory of how taxes affect the international competitiveness of businesses. I then use that theory to evaluate basic tax policy decisions, such as the choice between residence- and source-based taxation and the level of tax rates, and to understand the impact various provisions in the U.S. Internal Revenue Code are likely to have on the competitiveness of U.S.-based corporations and MNCs.

Panelist, Max Planck Insitute For Taxation Advisory Board, Hugh Ault

Hugh J. Ault

No abstract provided.

Transfer Pricing In Business Restructurings – Reasoning From Implausible Assumptions Issue Note 2 – (Oecd, Discussion Draft), Richard Thompson Ainsworth, Andrew Shact

Faculty Scholarship

The OECD’s Center for Tax Policy and Administration roundtable on business restructurings in January 2005 led to a Joint Working Group project later that year on permanent establishments and business restructurings. One of the results was the Discussion Draft on Transfer Pricing Aspects of Business Restructurings that was available for public comment between September 19, 2008 and February 19, 2009.

This paper concerns Issue Note No. 2 in the Discussion Draft – Arm’s Length Compensation for the Restructuring Itself.

Issue Note No. 2 is deeply flawed. It relies on an unproved correlation between structure and performance (profit/loss potential). The Discussion …

From Energy Sector Inquiry To Recent Antitrust Decisions In European Energy Markets: Competition Law As A Means To Implement Energy Sector Regulation In Eu, Michael Diathesopoulos

Michael Diathesopoulos

This paper presents the conceptual path followed by European Union, European Commission and European Competition Network, after the Energy Sector Inquiry (2007) towards the realisation of the objective of an Energy Internal Market, fully functional and open to competition. Firstly, we examine the findings of Sector Inquiry and then we describe how the Third Energy Package - that followed - tried to address the issues highlighted by the Inquiry and how Third Energy Package introduces a promising but complex system, in order to develop sector rules. Following the above, we proceed to a brief but close examination of 10 recent …

The Doma Supreme Court Question: Do The Conservatives Really Care About States' Rights?, Kent Greenfield

Kent Greenfield

No abstract provided.

Transfer Pricing, Hugh Ault

Hugh J. Ault

Chaired meeting of 45 governmental and academic specialist

Crisis, Rescue And Corporate Social Responsibility Under American Corporate Law, Robert J. Rhee

Robert Rhee

This chapter discusses the legal issues of rescue and corporate social responsibility during times of public crisis. It analyzes a corporate board’s fiduciary duty related to the management of a public crisis and the provision of aid to government and the public. The thesis is that American corporate law adequately provides corporate boards authority to assume broad principles of corporate social responsibility, and that during a public crisis this authority is specially recognized in the enabling statutes of corporate law and should be broadened even further to pursue the public good in exigent circumstances.

Crisis, Rescue And Corporate Social Responsibility Under American Corporate Law, Robert J. Rhee

Robert Rhee

This chapter discusses the legal issues of rescue and corporate social responsibility during times of public crisis. It analyzes a corporate board’s fiduciary duty related to the management of a public crisis and the provision of aid to government and the public. The thesis is that American corporate law adequately provides corporate boards authority to assume broad principles of corporate social responsibility, and that during a public crisis this authority is specially recognized in the enabling statutes of corporate law and should be broadened even further to pursue the public good in exigent circumstances.

Crisis, Rescue And Corporate Social Responsibility Under American Corporate Law, Robert J. Rhee

Robert Rhee

This chapter discusses the legal issues of rescue and corporate social responsibility during times of public crisis. It analyzes a corporate board’s fiduciary duty related to the management of a public crisis and the provision of aid to government and the public. The thesis is that American corporate law adequately provides corporate boards authority to assume broad principles of corporate social responsibility, and that during a public crisis this authority is specially recognized in the enabling statutes of corporate law and should be broadened even further to pursue the public good in exigent circumstances.

Crisis, Rescue And Corporate Social Responsibility Under American Corporate Law, Robert J. Rhee

Robert Rhee

This chapter discusses the legal issues of rescue and corporate social responsibility during times of public crisis. It analyzes a corporate board’s fiduciary duty related to the management of a public crisis and the provision of aid to government and the public. The thesis is that American corporate law adequately provides corporate boards authority to assume broad principles of corporate social responsibility, and that during a public crisis this authority is specially recognized in the enabling statutes of corporate law and should be broadened even further to pursue the public good in exigent circumstances.

Delimitación Téorica Del Delito Penal Fiscal, Bruno L. Costantini García

Bruno L. Costantini García

Anális de los elementos constitutivos del delito fiscal, la acción delictiva, los grados de ejecución, la consumación y los responsables.

Pretende distinguir el delito penal común del delito penal fiscal con base en sus elementos y pretende aportar una reflexión de la criminalización del delito fiscal en nuestros tiempos, usado por la Autoridad Hacendaria como un medio de represíón y de opresión de los derechos del contribuyente.

The Redemption Puzzle, Reuven S. Avi-Yonah

Law & Economics Working Papers

Following the adoption of partial integration in 2003, there was only a modest increase in dividends during the period 2004-7, from about 300 to about 500 (if 1987 levels are set at 100). Redemptions, however, showed a remarkable increase, jumping from about the same as dividends (300) to 1,800. This, therefore, leads to a new puzzle: Why the sudden sharp increase in redemptions following 2003?

Like the dividend puzzle, the redemption puzzle is susceptible to several explanations. For example, Bratton and Wachter note that managers who hold stock options tend to favor redemptions over dividends. But in this case, I …

Revisiting Berle And Rethinking The Corporate Structure, Kelli A. Alces

Scholarly Publications

No abstract provided.

Financing The Next Silicon Valley, Darian M. Ibrahim

Faculty Publications

Silicon Valley’s success has led other regions to attempt their own high-tech transformations, yet most imitators have failed. Entrepreneurs may be in short supply in these “non-tech” regions, but some non-tech regions are home to high-quality entrepreneurs who relocate to Silicon Valley due to a lack of local financing for their start-ups. Non-tech regions must provide local finance to prevent entrepreneurial relocation and reap spillover benefits for their communities. This Article compares three possible sources of entrepreneurial finance—private venture capital, state-sponsored venture capital, and angel investor groups—and finds that angel groups have distinct advantages when it comes to funding innovation …

Turning A Short-Term Fling Into A Long-Term Commitment: Board Duties In A New Era, Nadelle Grossman

University of Michigan Journal of Law Reform

Corporate boards face significant pressure to make decisions that maximize profits in the short run. That pressure comes in part from executives who are financially rewarded for short-term profits despite the long-term risks associated with those profit-making activities. The current financial crisis, where executives at AIG and numerous other institutions ignored the long-term risks associated with their mortgage backed securities investments, arose largely because those executives were compensated for the short-term profits generated by those investments despite their longer-term risks. Pressure on boards for short-term profits also comes from activist investors who seek to make quick money off of trading …

The New Financial Assets: Separating Ownership From Control, Tamar Frankel

Faculty Scholarship

This Article is organized in three parts. Part One examines the nature of financial assets and their transition by market transactions from contracts to property. The discussion highlights the gray areas which financial assets occupy in decoupling, falling within both contract and property law.

Part Two describes four types of decoupled financial assets. The first type separates into two financial assets: ownership benefits and ownership risks. The presumed reduction of owners' risks prompted some academics to justify reducing the owners' protection. I suggest that attempts to protect owners from ownership risk have failed. Therefore, the suggestion was ill-conceived. The second …

The Blameless Corporation, Larry D. Thompson

Scholarly Works

This article is a clarification and expansion of the author's previous oral statements published in The American Criminal Law Review 46-4--a Symposium Issue on "Achieving the Right Balance: The Role of Corporate Criminal Law in Ensuring Corporate Compliance."

Securities Intermediaries And The Separation Of Ownership From Control, Jill E. Fisch

All Faculty Scholarship

The Modern Corporation and Private Property highlighted the evolving separation of ownership and control in the public corporation and the effects of that separation on the allocation of power within the corporation. This essay explores the implications of intermediation for those themes. The article observes that intermediation, by decoupling economic ownership and decision-making authority within the shareholder, creates a second layer of agency issues beyond those identified by Berle and Means. These agency issues are an important consideration in the current debate over shareholder empowerment. The article concludes by considering the hypothetical shareholder construct implicit in the Berle and Means …

Mediating Rights And Responsibilities In Control Transactions, Sean Vanderpol, Edward J. Waitzer

Osgoode Hall Law Journal

There is a growing debate as to the relative merits and consequences of a shift to a more shareholder-centric corporate governance framework. How much "direct democracy" makes sense in corporate decision making? If power is to be transferred to shareholders, should responsibilities be imposed (and, if so, how)? These issues have long been addressed by courts and regulators in the context of unsolicited control transactions. In its recent Air Products & Chemicals v. Airgas decision, the Delaware Chancery Court canvassed the evolution of its law on this point and concluded that implicit in the power (and responsibility) of the board …

The Global Financial Crisis And The Governance Of Financial Institutions, John H. Farrar

John H. Farrar

The global financial crisis has presented many regulatory challenges as jurisdictions struggle to effectively address systemic risk. This article, which constituted a plenary address at the Corporate Law Teachers Association Conference, 2010, traverses the range of regulatory measures that have been implemented in the corporate governance and prudential risk management fields with a focus upon developments in Australia, New Zealand and the United Kingdom.

Climate Change, Corporate Strategy, And Corporate Law Duties, Perry E. Wallace

Perry Wallace

Although greenhouse-gas management now ranks among the world’s great challenges, this status did not obtain instantly—or easily. Today, however, reservations about the validity of global warming as a major threat are fading. They are fading, appropriately, as rapidly as some ice sheets and glaciers are melting. Indeed, the steady flow of new, compelling evidence joins an already considerable base of scientific, economic, and other certainties about the subject. The result of this evolution in climate-change certainty has been major change of global dimensions. In notable ways, the structures and the functions of governmental, economic, and social institutions around the world …

Csmysore Newsletter, Cs. Sunil Kumar B.G., Csmysore E-Group

Sunil B.G. & Associates

This Contains the latest updates on various topics relating to corporate professionals and also contains useful articles

Relational Contract Theory And Management Contracts: A Paradigm For The Application Of The Theory Of The Norms, Michael Diathesopoulos

Michael Diathesopoulos

This paper examines management contracts as a paradigm for the application of relational contracts theory and especially of the theory of contractual and relational norms. This theory, deriving from Macauley's implications, but structured and analysed by I.R. MacNeil gives us a framework for the explanation and understanding of contractual obligations and business relations' rules and practice. After presenting the key literature about the norms theory and especially defining the content of MacNeil's norms, we define management contracts as relations, characterised by a high relational element and we explain why, investigating all their features, which make them a suitable object for …

Barriers To Effective Risk Management, Michelle Harner

Michelle M. Harner

“As long as the music is playing, you’ve got to get up and dance. We’re still dancing.”** This now infamous quote by Charles Prince, Citigroup’s former Chief Executive Officer, captures the high-risk, high-reward mentality and overconfidence that permeates much of corporate America. These attributes in turn helped to facilitate a global recession and some of the largest economic losses ever experienced in the financial sector. They also represent certain cognitive biases and cultural norms in corporate boardrooms and management suites that make implementing a meaningful risk culture and thereby mitigating the impact of future economic downturns a challenging proposition. The …

Barriers To Effective Risk Management, Michelle M. Harner

Michelle M. Harner

“As long as the music is playing, you’ve got to get up and dance. We’re still dancing.”** This now infamous quote by Charles Prince, Citigroup’s former Chief Executive Officer, captures the high-risk, high-reward mentality and overconfidence that permeates much of corporate America. These attributes in turn helped to facilitate a global recession and some of the largest economic losses ever experienced in the financial sector. They also represent certain cognitive biases and cultural norms in corporate boardrooms and management suites that make implementing a meaningful risk culture and thereby mitigating the impact of future economic downturns a challenging proposition. The …

Barriers To Effective Risk Management, Michelle M. Harner

Michelle M. Harner

“As long as the music is playing, you’ve got to get up and dance. We’re still dancing.”** This now infamous quote by Charles Prince, Citigroup’s former Chief Executive Officer, captures the high-risk, high-reward mentality and overconfidence that permeates much of corporate America. These attributes in turn helped to facilitate a global recession and some of the largest economic losses ever experienced in the financial sector. They also represent certain cognitive biases and cultural norms in corporate boardrooms and management suites that make implementing a meaningful risk culture and thereby mitigating the impact of future economic downturns a challenging proposition. The …

La Globalización De La Legislación Cambiaria, Bruno L. Costantini García

Bruno L. Costantini García

No abstract provided.