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Full-Text Articles in Law
Activist Compensation Of Board Nominees & The Middle Ground Response, Adam Prestidge
Activist Compensation Of Board Nominees & The Middle Ground Response, Adam Prestidge
Adam Prestidge
Shareholder activism has taken an increasingly high-profile and polarizing role in investing and corporate governance. Moves by shareholder activists, and the policy behind those moves, constantly appear in corporate headlines. One of shareholder activists’ primary methods of enacting changes in companies is to nominate directors to the board, and often those director nominees are highly-compensated by the shareholder activist itself. Some in the corporate world oppose this practice, arguing that it creates a significant conflict of interest and can damage the company in the short term, while others argue that the practice is a necessary tool for investors that may …
Who Sits On Texas Corporate Boards? Texas Corporate Directors: Who They Are & What They Do, Lawrence J. Trautman
Who Sits On Texas Corporate Boards? Texas Corporate Directors: Who They Are & What They Do, Lawrence J. Trautman
Lawrence J. Trautman Sr.
Corporate directors play an important role in governing American business, in the capital formation process, and are fundamental to the stewardship of economic growth. Texas businesses play a disproportionately important role among the states in aggregate U.S. job creation, responsible for 37% of all net new American jobs since the post 2008-2009 recovery began. It is the job of the board of directors to govern the corporation. The duties and responsibilities of a corporate director include: the duty of care; duty of loyalty; and duty of good faith. This paper results from the author’s previously assembled biographical data for most …
Legal And Institutional Remedies For Middle East States Wishing To Develop And Increase Foreign Direct Investment, Griffin Weaver
Legal And Institutional Remedies For Middle East States Wishing To Develop And Increase Foreign Direct Investment, Griffin Weaver
Griffin Weaver
The cost to overhaul a legal system is astronomical. For example, before and after the fall of the Soviet Union in the 1980’s several states received billions of dollars in loans to help change their “legal systems” and make them more western friendly. A couple of these states were West Germany and Japan, which received roughly 1.5 billion and 2.4 billion USD in loans. Considering most of this money was given in the 1950’s, the value today is probably three times or more those amounts. Without this aid both states would have been unable to make the changes to their …
Antitrust Analysis After Actavis: Applying The Rule Of Reason To Reverse Payments, Benjamin Miller
Antitrust Analysis After Actavis: Applying The Rule Of Reason To Reverse Payments, Benjamin Miller
Benjamin Miller
Abstract In F.T.C. v. Actavis, Inc. the Supreme Court resolved a circuit split regarding the proper evaluation of reverse payment settlements under federal antitrust law, holding that they must be evaluated under a rule of reason analysis. However, the Court simultaneously created significant uncertainty by declaring that the lower courts were responsible for structuring the analysis. While a few cases are currently in the pre-trial phase, the only decisions relating to reverse payments since Actavis have been rulings on pre-trial motions—there have been no decisions on the merits. Given the intricate intersection between antitrust and intellectual property principles in these …
Avoiding The Road To Ferc-Dom: The Supreme Court Affirms The Right To Contract In Morgan Stanley V. Snohomish, Jorge A. Mestre
Avoiding The Road To Ferc-Dom: The Supreme Court Affirms The Right To Contract In Morgan Stanley V. Snohomish, Jorge A. Mestre
Jorge A Mestre
No abstract provided.
What Remains Of Vicarious Jurisdiction For Establishing General Jurisdiction Over Corporate Defendants After Daimlerag V. Bauman, Keri M. Martin
What Remains Of Vicarious Jurisdiction For Establishing General Jurisdiction Over Corporate Defendants After Daimlerag V. Bauman, Keri M. Martin
Keri M. Martin
When, if ever, should a corporation be subject to a court’s jurisdiction based solely on the activities of another entity? Commonly, injured plaintiffs pursue foreign corporations to recover for injuries inflicted upon them by some activity of that corporation or its subsidiary. Where plaintiffs are unable to establish personal jurisdiction over the foreign corporation directly, plaintiffs may attempt to establish jurisdiction over the corporation indirectly by imputing to it the in-forum activities of a closely related subsidiary. This form of jurisdictional blame shifting has been termed “vicarious jurisdiction,” and it stems from the understanding that more than one entity may …
Present At The Creation: Reflections On The Early Years Of The National Association Of Corporate Directors, Lawrence J. Trautman
Present At The Creation: Reflections On The Early Years Of The National Association Of Corporate Directors, Lawrence J. Trautman
Lawrence J. Trautman Sr.
Effective corporate governance is critical to the productive operation of the global economy and preservation of our way of life. Excellent governance execution is also required to achieve economic growth and robust job creation in any country. In the United States, the premier director membership organization is the National Association of Corporate Directors (NACD). Since 1978, NACD plays a major role in fostering excellence in corporate governance in the United States and beyond. The NACD has grown from a mere realization of the importance of corporate governance to become the only national membership organization created by and for corporate directors. …
Enforcement Of The Duties Of Directors By The Securities And Futures Investors Protection Center In Taiwan, Christopher Chao-Hung Chen
Enforcement Of The Duties Of Directors By The Securities And Futures Investors Protection Center In Taiwan, Christopher Chao-Hung Chen
Christopher Chao-hung CHEN
The purpose of this article is to examine the role of the Securities and Futures Investors Protection Center (SFIPC) in Taiwan in enforcing the duties of directors. To help shareholders or investors pursue a director for breach of company law or securities regulations, Taiwan created the SFIPC, a charity sanctioned by statutes, to bring class action or direct legal action on behalf of minority shareholders or individual investors. By conducting an empirical survey of judgments from lawsuits involving the SFIPC since its creation, we found that the SFIPC is generally very active in enforcing securities regulations but far less active …
Arbitraje Civil Y Mercantil En México, Max Garcia, Jusey Martinez Carrasco
Arbitraje Civil Y Mercantil En México, Max Garcia, Jusey Martinez Carrasco
Max Garcia Sanchez
No abstract provided.
E-Commerce And Electronic Payment System Risks: Lessons From Paypal, Lawrence J. Trautman
E-Commerce And Electronic Payment System Risks: Lessons From Paypal, Lawrence J. Trautman
Lawrence J. Trautman Sr.
What are the major risks perceived by those engaged in e-commerce and electronic payment systems? What development risks, if they become reality, may cause substantial increases in operating costs or threaten the very survival of the enterprise? This article utilizes the relevant annual report disclosures from eBay (parent of PayPal), along with other eBay and PayPal documents, as a potentially powerful teaching device. Most of the descriptive language to follow is excerpted directly from eBay’s regulatory filings. My additions include weaving these materials into a logical presentation and providing supplemental sources for those who desire a deeper look (usually in …
Interfaces Between Csr, Corporate Law And The Problem Of Social Costs, Benedict Sheehy
Interfaces Between Csr, Corporate Law And The Problem Of Social Costs, Benedict Sheehy
Benedict Sheehy
Abstract: CSR is an increasingly seen as the preferred approach to addressing the social impacts of industrial production. These social impacts, however, come in the first instance from production and not the corporation. The legal corporation facilitates social costs secondarily. Much of the thinking about CSR fails to adequately take account of the systemic nature of social costs, the legal nature of the corporation and social costs and the so the systemic failure of law to deal with them. This article addresses the interface between the three concepts and related issues of CSR, social costs and corporate law.
Admission Of Guilt: Sinking Teeth Into The Sec's Sweetheart Deals, Larissa Lee
Admission Of Guilt: Sinking Teeth Into The Sec's Sweetheart Deals, Larissa Lee
Larissa Lee
Throughout its existence, the Securities and Exchange Commission (SEC) has allowed defendants to settle cases without admitting to the allegations of wrongdoing. This “neither admit nor deny” policy has received heavy criticism by judges, Congress, and the public, especially in the wake of the 2008 financial crisis. On June 18, 2013, SEC Chairman Mary Jo White announced the agency’s intention to require admissions of guilt in certain cases. While Chairman White did not articulate a clear standard of when admissions would be required, she did say that the agency would focus on the egregiousness of the defendant’s conduct and the …
Directors’ Legal Duties And Csr: Prohibited, Permitted Or Prescribed In Contemporary Corporate Law?, Benedict Sheehy, Donald Feaver
Directors’ Legal Duties And Csr: Prohibited, Permitted Or Prescribed In Contemporary Corporate Law?, Benedict Sheehy, Donald Feaver
Benedict Sheehy
Abstract: The interaction between CSR obligations and directors’ legal duties is seriously under examined. This article addresses that lack by examining directors’ duties in case law and legislation across the major commonwealth countries and the USA. It provides an analysis of leading cases and examines how they deal with the issues of the shareholder primacy doctrine, corporate legal theory, CSR and directors’ duties. The article reviews fiduciary relations and duties, analyses the directors’ duties to exercise power in the best interests of the company as a whole and for proper purposes. As this area of law is highly contested there …