Law Commons^™

Corporate Governance And Managerial Incompetence: Lessons From Kmart, D. Gordon Smith

Faculty Scholarship

Modern corporate governance scholars often extol an activist role by institutional investors in directing corporate activity. Widely viewed as a solution to the collective action problems that inhibit such activism by individual investors, institutional investors are praised for adding value to corporations through their participation in the decision making process. The ouster of Joseph Antonini as Chief Executive Officer of Kmart Corporation in 1995 might be taken as a vindication of this view, because substantial evidence indicates that institutional investors played a crucial role in influencing Kmart's board of directors to remove him. In this Article, Professor Smith challenges this …

Corporate Director And Officer Liability, Constance Frisby Fain

University of Arkansas at Little Rock Law Review

No abstract provided.

The Contested Role Of The Civil Jury In Business Litigation, Valerie P. Hans

Cornell Law Faculty Publications

According to a recent study, several of the most frequent criticisms of the jury in business cases--that it is pro-plaintiff, that its decisions are based more on sympathy and prejudice than facts, and that it focuses on the defendant's deep pockets--appear to be unfounded.

Revising Washington's Corporate Practice Of Medicine Doctrine, Lisa Rediger Hayward

Washington Law Review

Current Washington law prohibits the corporate practice of medicine. The courts have interpreted this doctrine to prohibit the employment of physicians by any entity, other than a professional corporation or health maintenance organization, even if the corporation only performs business functions. This Comment discusses the corporate practice of medicine doctrine in Washington and its usefulness in the modem health care environment. It argues that two of the doctrine's underlying justifications are effectuated more sensibly by current regulatory provisions and that the doctrine should be retained only to prevent lay interference with physician autonomy in medical decisions. This Comment recommends that …

The Role Of The Corporate Attorney Within The Takeover Context: Loyalties To Whom, Miriam Baer

Faculty Scholarship

No abstract provided.

California's New Limited Liability Company Act: A Look At The Good, The Bad, And The Ambiguous, Franklin A. Gevurtz

McGeorge School of Law Scholarly Articles

No abstract provided.

Corporate Fiduciary Principles For The Post-Contractarian Era, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

The impact of the law and economics movement on legal scholarship, legal analysis, and, ultimately, on the rules under which our society operates is substantial. The proponents of this movement ("Contractarians") articulate their positions skillfully and apply their principles broadly across the entire spectrum of our laws, including, of course, the area of corporate law.

The purpose of this Article is to propose, explain, and defend broad and unifying principles to guide the development of fiduciary duties of corporate managers in the post-Contractarian period. These principles are based on Pareto criteria, which are demonstrably appealing to society and provide workable …

Article 2 Revisions: An Opportunity To Protect Consumers And Merchant Consumers Through Default Provisions, 30 J. Marshall L. Rev. 39 (1996), Edith Resnick Warkentine

UIC Law Review

No abstract provided.

Third Party Liability Or The False Claims Act: It Is Time For Consultants To Pay The Price For Their Bad Advice, 29 J. Marshall L. Rev. 923 (1996), Neal A. Cooper

UIC Law Review

No abstract provided.

Misappropriation Of Trade Secrets: The Last Civil Rico Cause Of Action That Works, 30 J. Marshall L. Rev. 207 (1996), Thomas P. Heed

UIC Law Review

No abstract provided.

Judicial Usurpation Of The F.T.C.'S Authority: A Return To The Rule Of Reason, 30 J. Marshall L. Rev. 283 (1996), Jeffrey H. Liebling

UIC Law Review

No abstract provided.

Legalizing Employment Discrimination: A Foolish And Dangerous Policy, 29 J. Marshall L. Rev. 587 (1996), Michael J. Leech

UIC Law Review

No abstract provided.

The Subtle Vices Of The Employment Discrimination Laws, 29 J. Marshall L. Rev. 575 (1996), Richard A. Epstein

UIC Law Review

No abstract provided.

M&A: Survival Of The Fittest In The 21st Century: Strategic Positioning In The Banking And Communications Industries - M&A In The Banking Industry Investment Banking Perspective, Neil Mccarthy

Fordham Journal of Corporate & Financial Law

No abstract provided.

You Wanna Do What? Attorneys Organizing As Limited Liability Partnerships And Companies: An Economic Analysis, Mark Rosencrantz

Seattle University Law Review

Although many states have embraced the concept of limited liability for attorneys, approval is not universal. Rhode Island and California statutorily ban attorneys from practicing in such forms. Further, even those states that have embraced the concept recognize concerns that, under a limited liability scheme, the quality of attorney work may suffer, and sufficient funds may not be available for potential plaintiffs. This Comment argues that attorneys should be allowed to limit their liability by using the LLP and LLC forms to provide relief from the upsurge of liability because traditional arguments against attorneys' use of such forms ignore the …

Fired Employees And/Or Frozen-Out Shareholders (An Essay), Deborah A. Schmedemann

Faculty Scholarship

The thesis of this essay can be stated as follows: Shareholder-employees should be able to recover for loss of employment, within the cause of action provided by corporate law, where the termination violates public law, breaches the agreement among the shareholders, or is unsupported by legitimate business purposes. In Part II, this essay presents the employment model, including the paradigm of employment that the law builds on, the starting premise of employment law, the roles of private and public law, and the remedies afforded for violations of an employee's rights. In Part III, this essay develops the corporate model, discussing …

Getting Out Of Business: Tax Costs And Opportunities In Exiting A Closely Held Business, Denise D. J. Roy

Faculty Scholarship

The primary purpose of this article is to encourage closely held business owners and their lawyers to consider exit costs, opportunities and strategies when making the initial choice-of-entity decision. A secondary purpose is to provide information about tax consequences and exit strategies useful to owners of businesses that are already up and running, whether in drafting a buy-sell agreement or planning for a specific transaction. Therefore, the article begins by comparing the major tax consequences of exiting the alternative entity types available to closely held businesses for tax purposes--C corporations, S corporations and partnerships. Part II of this article provides …

F. Hodge O'Neal Corporate And Securities Law Symposium: Path Dependence And Comparative Corporate Governance, Ronald J. Mann, Curtis J. Milhaupt

Faculty Scholarship

The study of institutions, and particularly the study of institutions that societies use to govern business enterprises, is at a point of transition. In the last two or three decades, scholars focusing on economic principles to define appropriate legal rules and corporate institutions rose up to challenge the traditional orthodoxy of corporate governance found in the Berle and Means corporation.

One of the most exciting trends in the literature rests upon the "increasing marginal returns" school of economics associated with Brian Arthur and the Santa Fe Institute. The traditional neoclassical economic theory of production, familiar from decades of undergraduate and …

A Positive Analysis Of The Common Law Of Corporate Fiduciary Duties, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

The purpose of this Article is to offer a positive analysis of the common law of corporate managers' fiduciary duties. The Article attempts to explain the present shape of these corporate fiduciary duties by reference to Pareto criteria.

A particular state of affairs ("state B") is considered to be Pareto superior to another state of affairs ("state A") if at least one person in state B is better off than he or she is in state A and no one in state B is worse off than he or she is in state A. Since in a move from state …

Resolving The Subsidiary Director's Dilemma, Eric J. Gouvin

Faculty Scholarship

Although subsidiaries play a significant role in our economy, surprisingly little has been written about the duties of their directors. Despite widespread acceptance of holding companies as commonplace business entities, several legal problems inherent in the holding company form of ownership remain unresolved. Holding companies raise legal dilemmas for subsidiary directors that are easier to ignore than to resolve. This Article examines the subsidiary director's dilemma and demonstrates that traditional models of corporate structure are not adequate for the subsidiary-parent situation. The Author argues that the law should recognize the special relationship between a parent and its subsidiary and adopt …

The Continuity Of The Enterprise Doctrine: Corporate Successorship In United States Law, Phillip Blumberg

Faculty Articles and Papers

No abstract provided.

Control And The Partly Owned Corporation: A Preliminary Inquiry Into Shared Control, Phillip Blumberg

Faculty Articles and Papers

No abstract provided.

Increasing Recognition Of Enterprise Principles In Determining Parent And Subsidiary Corporation Liabilities, The, Phillip Blumberg

Faculty Articles and Papers

No abstract provided.

The Role Of Convertible Securities In Corporate Finance, George W. Dent

Faculty Publications

This Article examines theories supporting the use of convertible secyrutues and finds them insufficient even for public companies, to which they are supposed to apply. They fare worse yet for private firms which use convertibles even more frequently. Indeed, no one theory explains all uses of convertibles. Convertibles can reduce agency costs by reconciling differences in risk aversion and diminishing managers' exploitation of investors, but they can also promote managers' interests at the expense of shareholders. The mix of factors varies from case to case. Thus, the role of convertibles proves complex and diverse. After describing convertible securities (part II) …

The Conundrum Of Corporate Liability: Seeking A Consistent Approach To The Constitutional Rights Of Corporations In Criminal Prosecutions, Peter J. Henning

Law Faculty Research Publications

No abstract provided.

On Being A Muslim Corporate Lawyer, Azizah Y. Al-Hibri

Law Faculty Publications

It appears to me that religion subconsciously informs our individual professional practice and that a non-humanitarian form of secularism has quietly shaped our corporate laws. The attendant dissonance causes severe dissatisfaction, and at times even disfunction, in our society. The claim that our present corporate laws are imbued with a non-humanist secularist perspective deserves closer examination from a religious vantage point. Given our constitutional guarantees, our present legal structure appears to place undue burdens on persons of faith in this country. A more just balance between religious and various forms of secular perspectives is, I submit, a worthy goal for …

Antitrust Balancing In A (Near) Coasean World: The Case Of Franchise Tying Contracts, Alan J. Meese

Faculty Publications

No abstract provided.

Intellectual Property At The Public-Private Divide: The Case Of Large-Scale Cdna Sequencing, Rebecca S. Eisenberg

Articles

The Human Genome Project provides fertile ground for studying the role of intellectual property at the wavering boundary between public and private research science. It involves a major commitment of both public and private research funds in an area that is of significant interest both to research scientists working in university and government laboratories and to commercial firms. It thus provides a wealth of new scientific discoveries that are simultaneously potential candidates for commercial development and inputs into further research. Its obvious implications for human health raise the stakes of getting the balance between private property and public access right, …

Customary International Law And State Taxation Of Corporate Income: The Case For The Separate Accounting Method, Chantal Thomas

Cornell Law Faculty Publications

No abstract provided.

M&A In The Banking Industry: Legal Perspective, Fred B. White

Fordham Journal of Corporate & Financial Law

No abstract provided.