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Articles 7891 - 7920 of 10841
Full-Text Articles in Law
Mandatory Bankruptcy Counseling: The Canadian Experience, Lain Ramsay
Mandatory Bankruptcy Counseling: The Canadian Experience, Lain Ramsay
Fordham Journal of Corporate & Financial Law
No abstract provided.
Limited Liability Companies In The Decade Of The 1990'S. Legislative And Case Law Developments And Their Implications For The Future, Charles W. Murdock
Limited Liability Companies In The Decade Of The 1990'S. Legislative And Case Law Developments And Their Implications For The Future, Charles W. Murdock
Faculty Publications & Other Works
No abstract provided.
On The Liability Of Corporate Directors To Holders Of Securities For Illegal Corporate Acts: Can The Tension Between The "Net-Loss" And "No-Duty-To-Disclose" Rules Be Resolved, Geoffrey Rapp
Fordham Journal of Corporate & Financial Law
No abstract provided.
Constitutional Economics And The Bank Of Russia, Peter Barenboim
Constitutional Economics And The Bank Of Russia, Peter Barenboim
Fordham Journal of Corporate & Financial Law
No abstract provided.
Response: Small Business Reorganization And The Sabre Proposals, Joseph A. Guzinsky
Response: Small Business Reorganization And The Sabre Proposals, Joseph A. Guzinsky
Fordham Journal of Corporate & Financial Law
No abstract provided.
Response To Eric Posner, Jean Braucher
Response To Eric Posner, Jean Braucher
Fordham Journal of Corporate & Financial Law
No abstract provided.
But Can She Keep The Car? Some Thoughts On Collateral Retention In Consumer Chapter 7 Cases, Marianne B. Culhane, Michaela M. White
But Can She Keep The Car? Some Thoughts On Collateral Retention In Consumer Chapter 7 Cases, Marianne B. Culhane, Michaela M. White
Fordham Journal of Corporate & Financial Law
No abstract provided.
Corporate Groups And Crossborder Insolvencies: A Canada- United States Perspective, Jacob Zeigel
Corporate Groups And Crossborder Insolvencies: A Canada- United States Perspective, Jacob Zeigel
Fordham Journal of Corporate & Financial Law
No abstract provided.
The A.A. Sommer Annual Lecture On Corporate Securities & Financial Law, Foreward, John F.X. Peloso
The A.A. Sommer Annual Lecture On Corporate Securities & Financial Law, Foreward, John F.X. Peloso
Fordham Journal of Corporate & Financial Law
No abstract provided.
Braking The Merger Momentum: Reforming Corporate Law Governing Mega-Mergers, James A. Fanto
Braking The Merger Momentum: Reforming Corporate Law Governing Mega-Mergers, James A. Fanto
Buffalo Law Review
This Article articulates a legal reform that is designed to rein in the number of value-decreasing stock-for-stock megamergers-the signature transaction of the 1990s and the beginning years of the new millennium-by causing board members to question more critically a mega-merger proposal when they are asked to approve it and even to continue to reevaluate their approval of a merger until its closing. The Article first describes the current merger wave and highlights reports of emerging problems in mega-mergers and the relevant economic data indicating that a majority of the transactions are value-decreasing for shareholders both in the short and long …
Annual Survey Of Virginia Law: Corporate And Business Law, Lyman P.Q. Johnson
Annual Survey Of Virginia Law: Corporate And Business Law, Lyman P.Q. Johnson
University of Richmond Law Review
This article reviews changes in Virginia corporate and business law for the period from June 2000 through May 2001. Part II examines legislative changes in corporate and other business statutes (excluding public service corporation and insurance law issues) based on Virginia General Assembly action in the 2001 session. Part III reviews judicial decisions during the year, including decisions addressing agency law, partnership law, and corporate law issues and principles. This article describes these decisions and, in several instances, it also critically analyzes the outcomes. Part IV summarizes a May 25, 2001, Order of the Virginia State Corporation Commission amending the …
Voting (Insincerely) In Corporate Law, Zohar Goshen
Voting (Insincerely) In Corporate Law, Zohar Goshen
Faculty Scholarship
Voting lies at the center of collective decision-making in corporate law. While scholars have identified various problems with the voting mechanism, insincere voting — in the forms of strategic voting and conflict of interests voting — is perhaps the most fundamental. This article shows that insincere voting distorts the voting mechanism at its core, undermining its ability to determine transaction efficiency. As further demonstrated, strategic and conflict of interests problems frequently coincide with one another: voting strategically often means being in conflict, and many fact patterns present aspects of both problems. Finally, this article claims that although the two problems …
Convergence Versus Divergence, Global Corporate Governance At The Crossroads: Governances Norms, Capital Markets & Oecd Principles For Corporate Governance, Janis P. Sarra
All Faculty Publications
There is growing debate as to whether international corporate governance practices can or should converge. Effective corporate governance has been linked to the ability of corporations to compete in global capital markets. Corporations operating in diverse economies have capital structures that are the result of public and private choices, and the corporate governance issues that arise reflect these structures. There is market pressure for convergence of corporate governance norms. The OECD has formulated Principles aimed at setting standards for corporations as they seek to attract capital. While the shareholder protections proposed are helpful in articulating norms that will attract long-term …
Should Shareholders Have A Greater Say Over Executive Pay??, Randall S. Thomas, Brian R. Cheffins
Should Shareholders Have A Greater Say Over Executive Pay??, Randall S. Thomas, Brian R. Cheffins
Vanderbilt Law School Faculty Publications
Executive pay arrangements in Britain's publicly quoted companies have been subjected to much criticism in recent years. Proposals that shareholders should have a greater direct say over managerial remuneration have been a by-product of the concerns expressed. Debate on this point, however, has been largely speculative. This is because there is little evidence available in the United Kingdom indicating how shareholders would exercise any new powers they might be given. This paper addresses the evidentiary gap by drawing upon the experience in the United States, where empirical work indicates that shareholder voting only operates as a potential check when pay …
State Corporations For Indian Reservations, Dao Lee Bernardi-Boyle
State Corporations For Indian Reservations, Dao Lee Bernardi-Boyle
American Indian Law Review
No abstract provided.
The Statutory Derivative Action In Singapore: A Critical And Comparative Examination, Pearlie Koh
The Statutory Derivative Action In Singapore: A Critical And Comparative Examination, Pearlie Koh
Research Collection Yong Pung How School Of Law
As a mechanism for shareholder control of corporate wrongs and thus as a tool of corporate governance, the statutory derivative action has had much international attention given to it, particularly in the last 10 years. Singapore introduced its statutory derivative action in 1993 and since then, there have been two reported cases in which the action was invoked. In this paper, I consider the Singapore derivative action as contained in sections 216A and 216B of the Singapore Companies Act. The approach taken is a comparative one as I also look at the statutory derivative actions in Australia and other common …
Self-Dealing By Directors, Chen Jean Hui Vivien
Self-Dealing By Directors, Chen Jean Hui Vivien
Student Works (2000-2009)
Directors hold a significant position of influence over the assets and affairs of the company. This position gives rise to the potential for the misuse of the company's assets for the directors' own gain. In an era of marked growth of the significance of companies, there has been an increasing awareness of the need for protection of the company against abuse by directors.In recognition of the position of influence held by directors, equity has regarded directors as fiduciaries. Fiduciary duties to the company have been imposed on directors, specifically constraining self-dealing by directors.
Getting From Salbu To The Tipping Point: The Role Of Corporate Action Within A Portfolio Of Anti-Corruption Strategies, Thomas W. Dunfee, David Hess
Getting From Salbu To The Tipping Point: The Role Of Corporate Action Within A Portfolio Of Anti-Corruption Strategies, Thomas W. Dunfee, David Hess
Northwestern Journal of International Law & Business
Salbu's "big questions" identify core issues for scholars on bribery and corruption. Salbu asks: (1) when may it be ethical to pay a bribe, (2) whether the Foreign Corrupt Practices Act's ("FCPA") provisions on "routine government action" permit us to distinguish between appropriate and inappropriate facilitative payments, (3) whether non-governmental organizations ("NGOs") should supplant the role of governments in fighting corruption, and (4) whether corporate principles can have an impact in the fight against corruption. Our focus is primarily on the latter question, but encompasses all of them. Implicit in Salbu's list is the question of whether a single magic …
Do Norms Matter?: A Cross-Country Evaluation, John C. Coffee Jr.
Do Norms Matter?: A Cross-Country Evaluation, John C. Coffee Jr.
Faculty Scholarship
This Article starts with the recognition that the average private benefits of control vary significantly across countries. But why? The simplest explanation ascribes this variation to differences in law between jurisdictions: for example, the law of jurisdiction X could privilege controlling shareholders by allowing them to extract benefits from their corporation in the form of above-market salaries or non-pro-rata payments in connection with self-dealing transactions. But, this explanation cannot fit all cases. To illustrate, if the substantive law is essentially similar between two jurisdictions while the private benefits of control appear to be significantly different, then some other explanation must …
The Acquiescent Gatekeeper: Reputational Intermediaries, Auditor Independence And The Governance Of Accounting, John C. Coffee Jr.
The Acquiescent Gatekeeper: Reputational Intermediaries, Auditor Independence And The Governance Of Accounting, John C. Coffee Jr.
Faculty Scholarship
The role of "gatekeepers" as reputational intermediaries who can be more easily deterred than the principals they serve has been developed in theory, but less often examined in practice. Initially, this article seeks to define the conditions under which gatekeeper liability is likely to work – and, correspondingly, the conditions under which it is more likely to fail. Then, after reviewing the recent empirical literature on earnings management, it concludes that the independent auditor does not today satisfy the conditions under which gatekeeper liability should produce high law compliance. A variety of explanations – poor observability, implicit collusion, and high …
Company Registration And The Private Placement Exemption, Merritt B. Fox
Company Registration And The Private Placement Exemption, Merritt B. Fox
Faculty Scholarship
Over the last twenty years, there has been a steady shift in securities disclosure regulation away from its traditional transactional basis toward a system of company registration. Under the transaction based approach, each new public offering of a security has to be registered under the Securities Act of 1933 (the "1933 Act"), a requirement that reflects the SEC's traditional concern that the most important time to have high-quality disclosure is at the moment of a securities offering. Under the company registration approach, an established, publicly traded issuer would register just once, provide information thereafter on a periodic basis, and then …
Berle And Means Reconsidered At The Century's Turn, William W. Bratton
Berle And Means Reconsidered At The Century's Turn, William W. Bratton
Georgetown Law Faculty Publications and Other Works
Part I places Berle and Means in the context of the legal theory of its day by comparing the work of Dewey on the theory of the firm and Douglas on corporate reorganization. This discussion highlights two progressive assumptions Berle and Means shared with these business law contemporaries-a confidence in the efficacy of judicial intervention to vindicate distributive policies and a distrust of the institution of contract. These assumptions would, in the long run, cause the book's prescription to land wide of the mark. After 1980, Berle and Means lost their paradigmatic status due to a combination of skepticism respecting …
University Of Richmond Law Review
University Of Richmond Law Review
University of Richmond Law Review
No abstract provided.
Seeking Sunlight In Santa Fe's Shadow: The Sec's Pursuit Of Managerial Accountability, Donald C. Langevoort
Seeking Sunlight In Santa Fe's Shadow: The Sec's Pursuit Of Managerial Accountability, Donald C. Langevoort
Georgetown Law Faculty Publications and Other Works
My aim in this paper is not to justify at length an expansive "new corporation law" perspective, though I do believe in it. Nor do I want to try to resolve a controversial question that the new learning admittedly leaves open: which jurisdictional body should set the disclosure and antifraud standards insofar as they are designed to promote better corporate governance? To say that corporate and securities law are largely unitary does not necessarily mean that centralization of authority in the Securities and Exchange Commission (SEC or Commission) is the right choice. Perhaps the states, foreign countries, or stock exchanges …
Transatlantic Perspectives On Partnership Law: Risk And Instability, Deborah A. Demott
Transatlantic Perspectives On Partnership Law: Risk And Instability, Deborah A. Demott
Faculty Scholarship
No abstract provided.
Foreword, Maria O'Brien
Foreword, Maria O'Brien
Faculty Scholarship
Over the past twenty or so years, the range of employee benefits offered by employers - both large and small - has expanded dramatically. The old (and relatively short) list of "fringes" typically included health insurance, a pension plan, paid holidays and group life insurance. There was, of course, some variation in this list, especially across industries. But, by and large, employers did not concern themselves in a formal way with "modern" benefits such as elder care, child care, legal assistance, flex time, and parental leaves. As a recent study by the Society for Human Resource Management' suggests, employers have …
Unocal Revisited: No Tiger In The Tank, Mark J. Loewenstein
Unocal Revisited: No Tiger In The Tank, Mark J. Loewenstein
Publications
No abstract provided.
A Defense Of Shareholder Favoritism, Stephen J. Choi, Eric L. Talley
A Defense Of Shareholder Favoritism, Stephen J. Choi, Eric L. Talley
Faculty Scholarship
This paper considers the efficiency implications of managerial "favoritism" towards block shareholders of public corporations. While favoritism can take any number of forms (including the payment of green-mail, diversion of opportunities, selective information disclosure, and the like), each may have the effect (if not the intent) of securing a block shareholder's loyalty in order to entrench management. Accordingly, the practice of making side payments is commonly perceived to be contrary to other shareholders' interests and, more generally, inefficient. In contrast to this received wisdom, we argue that when viewed ex ante, permissible acts of patronage toward block shareholders may play …
Unocal Fifteen Year Later (And What We Can Do About It), Ronald J. Gilson
Unocal Fifteen Year Later (And What We Can Do About It), Ronald J. Gilson
Faculty Scholarship
The coincidence of the new millennium and the fifteenth anniversary of the Delaware Supreme Court's announcement of a new approach to takeover law provides an occasion to evaluate a remarkable experiment in corporate law – the Delaware Supreme Court's development of an intermediate standard of review for appraising defensive tactics. This assessment reveals that Unocal has developed into an unexplained and likely inexplicable preference that control contests be resolved through elections rather than through market transactions. In doing so, the remarkable struggle between the chancery court and the supreme court for Unocal's soul is canvassed. The author also maintains that …
A Property Theory Perspective On Russian Enterprise Reform, Michael Heller
A Property Theory Perspective On Russian Enterprise Reform, Michael Heller
Book Chapters
Why have Russian enterprises performed so poorly since privatization? This is a problem with many answers, each independently sufficient: the bleak mix includes vacillating macroeconomic policy, endemic corruption, a corrosive tax structure, poor human capital, and so forth. Even well-performing companies must hide good results because visible profits or dividends provoke confiscatory taxation and mafia visits. In such a difficult environment, the rule of law generally, and corporate governance in particular, may seem not to count. Macroeconomic implosions dwarf subtle distinctions in corporate dividend rules or minority voting rights.