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Articles 1 - 16 of 16
Full-Text Articles in Law
Valuation Averaging: A New Procedure For Resolving Valuation Disputes, Keith Sharfman
Valuation Averaging: A New Procedure For Resolving Valuation Disputes, Keith Sharfman
Rutgers Law School (Newark) Faculty Papers
In this Article, Professor Sharfman addresses the problem of "discretionary valuation": that courts resolve valuation disputes arbitrarily and unpredictably, thus harming litigants and society. As a solution, he proposes the enactment of "valuation averaging," a new procedure for resolving valuation disputes modeled on the algorithmic valuation processes often agreed to by sophisticated private firms in advance of any dispute. He argues that by replacing the discretion of judges and juries with a mechanical valuation process, valuation averaging would cause litigants to introduce more plausible and conciliatory valuations into evidence and thereby reduce the cost of valuation litigation and increase the …
The Logical Structure Of Fraudulent Transfers And Equitable Subordination, David G. Carlson
The Logical Structure Of Fraudulent Transfers And Equitable Subordination, David G. Carlson
Faculty Articles
No abstract provided.
Section 8: Business Law, Institute Of Bill Of Rights Law, William & Mary Law School
Section 8: Business Law, Institute Of Bill Of Rights Law, William & Mary Law School
Supreme Court Preview
No abstract provided.
An Issue Of Absolution: Section 391 Of The Companies Act, Pearlie Koh
An Issue Of Absolution: Section 391 Of The Companies Act, Pearlie Koh
Research Collection Yong Pung How School Of Law
There is an obvious tension in the imposition of directors’ duties. Whilst directors being the management, and therefore the eyes, ears and brain of the corporate person, must be given sufficient discretion to take on entrepreneurial (and hence risky) ventures with a view to profit maximisation, there is also the need to curb excesses, as the potential or opportunity for mismanagement, negligence and fraud is omnipresent. [T]his short article considers section 391 of the Companies Act (Cap 50), arguably the statutory nemesis of directors’ duties. Section 391 gives jurisdiction to the court hearing the case to relieve an officer from …
Once A Director, Always A Fiduciary?, Pearlie Koh
Once A Director, Always A Fiduciary?, Pearlie Koh
Research Collection Yong Pung How School Of Law
The corporate director is subject to duties of good faith and loyalty. As he stands in a fiduciary position vis-a-vis the company on whose board he sits, he is subject to strict obligations of self-denial. Indeed, ensuring adherence to an absolute rule in this regard is justified by the need to control, albeit in a necessarily imperfect and arguably ineffective manner, the exercise of discretion by the director who stands in an undoubted position of power with respect to the company. A director therefore is obliged to avoid a conflict of interests and is prohibited from profiting from his office. …
The Director's Fiduciary Obligations: A Fresh Look?, Pearlie Koh
The Director's Fiduciary Obligations: A Fresh Look?, Pearlie Koh
Research Collection Yong Pung How School Of Law
It is a pillar of equity that a person in a fiduciary position must not make a profit out of his trust which is part of the wider rule that a trustee must not place himself in a position where his duty and his interest may conflict (per Lord Upjohn in Phipps v. Boardman [1967] 2 A.C. 46, 123). The House of Lords in Regal (Hastings) v. Gulliver [1942] 1 All E.R. 378 demonstrated the unrelenting nature, and some have argued inequitable severity (see, e.g., Jones, (1968) 84 L.Q.R. 472), of the director-fiduciary’s obligations to his company. Such absolutism (Lowry …
Free Movement Of Goods: A Comparative Analysis Of The European Community Treaty And The North American Free Trade Agreement, Pedro A. Perichart
Free Movement Of Goods: A Comparative Analysis Of The European Community Treaty And The North American Free Trade Agreement, Pedro A. Perichart
LLM Theses and Essays
The European Union is currently an economic union, which means that it has almost removed every internal barrier to trade, therefore achieving the free circulation of all factors of production (goods, services, capital, and persons) across the union. The North America Free Trade Agreement (NAFTA) establishes a free trade area, with the main purpose of eliminating tariffs among its members, and to some extent, reducing other non-tariff barriers to facilitate the cross-border movement of goods. Despite their difference, both regions seek to achieve a certain degree of free movement when trading goods within their respective e internal markets. This study …
Unification Of The Law Governing Secured Transactions: Progress And Prospects For Reform, Hannah Buxbaum
Unification Of The Law Governing Secured Transactions: Progress And Prospects For Reform, Hannah Buxbaum
Articles by Maurer Faculty
This article was published in connection with UNIDROIT's 75th anniversary conference on worldwide harmonization of private law and regional economic integration. It begins by addressing the commercial need for harmonization in the area of secured transactions, discussing both traditional conflicts analysis in that field and particular obstacles to reform. It then outlines the specific reform initiatives that have been implemented to date, grouping them into sectoral instruments and regional instruments. It concludes by speculating on the future of harmonization efforts in security law.
Enron, Epistemology, And Accountability: Regulating In A Global Economy, Erica Beecher-Monas
Enron, Epistemology, And Accountability: Regulating In A Global Economy, Erica Beecher-Monas
Law Faculty Research Publications
No abstract provided.
Director's Duties In A Post-Enron World: Why Language Matters, Margaret M. Blair
Director's Duties In A Post-Enron World: Why Language Matters, Margaret M. Blair
Vanderbilt Law School Faculty Publications
This essay observes that, in the face of corporate scandals of the last few years, a number of prominent advocates for shareholder primacy have retreated to the position that directors and officers should attempt to maximize long run share value performance, rather than short term value. But the mantra of share value maximization has no distinctive meaning and policy implications if it is not interpreted to mean maximization of short term value. This is because the actions required to maximize share value in the long run are indistinguishable in practice from actions taken in pursuit of other more broadly-stated goals …
The Law Of Guarantees In Singapore & Malaysia, Kee Yang Low
The Law Of Guarantees In Singapore & Malaysia, Kee Yang Low
Research Collection Yong Pung How School Of Law
No abstract provided.
The Economics Of Uniform Laws And Uniform Law Making, John Linarelli
The Economics Of Uniform Laws And Uniform Law Making, John Linarelli
Scholarly Works
Uniform law making has a substantial history in the twentieth century. It seems to be continuing with some force into the twenty-first century. A significant American law and economics literature, however, questions its merit. By contrast, there have been limited rational choice oriented investigations of unification or centralization of law in Europe. Critics of the uniform law movement in the United States use methods of analysis influenced by public choice theory, political economics and positive political theory. The paper does not call into question the methods and assumptions of these approaches. The paper claims that economic analysis supports public policy …
Locking In Capital: What Corporate Law Achieved For Business Organizers In The Nineteenth Century, Margaret M. Blair
Locking In Capital: What Corporate Law Achieved For Business Organizers In The Nineteenth Century, Margaret M. Blair
Vanderbilt Law School Faculty Publications
This Article argues that corporate status became popular in the nineteenth century as a way to organize production because of the unique manner in which incorporation permitted organizers to lock in financial capital. Unlike participants in a partnership, shareholders in an incorporated enterprise could not extract capital from the firm without explicit approval of a board of directors charged with representing the interests of the incorporated entity, even when that interest might sometimes conflict with the interests of individual shareholders. While this ability to lock in capital has occasionally led to abuses, the ability to commit capital generally helped promote …
Contractual Choice Of Law And The Prudential Foundations Of Appellate Review, David Frisch
Contractual Choice Of Law And The Prudential Foundations Of Appellate Review, David Frisch
Law Faculty Publications
What are the advantages and disadvantages of appellate review of trial court rulings on issues of foreign law? What exactly does judicial review of unsettled questions of foreign law accomplish? What is its price? These questions are of considerable theoretical interest and immense practical importance. Their resolution calls for inquiries into the allocation of judicial authority and in its production of outcomes in the real world. The discussion proceeds first by briefly describing in Part II some of the causes and effects of the steadily increasing caseloads in appellate courts. After demonstrating that these caseloads may soon become unmanageable, Part …
Reconstructing The Software License, Michael J. Madison
Reconstructing The Software License, Michael J. Madison
Articles
This article analyzes the legitimacy of the software license as a institution of governance for computer programs. The question of the open source license is used as a starting point. Having conducted a broader inquiry into the several possible bases for the legitimacy of software licensing in general, the article argues that none of the grounds on which software licensing in general rests are sound. With respect to open source software in particular, the article concludes that achieving a legitimate institutional form for the goals that open source proponents have set for themselves may require looking beyond licensing as such.
The Sense And Nonsense Of Web Site Terms Of Use Agreements, Sharon Sandeen
The Sense And Nonsense Of Web Site Terms Of Use Agreements, Sharon Sandeen
Faculty Scholarship
This article examines the purpose, use and enforceability of TOUs. In so doing it looks beyond the common question of whether TOUs are enforceable to ask whether and under what circumstances TOUs are necessary. This article explores whether the nature of the Internet is so different from the brick-and-mortar world that TOUs are needed for web sites but not for retail stores. A review of many of the existing TOUs reveals that major differences exist in the number and nature of their provisions. On one extreme are the TOUs of companies like Disney, Barnes and Noble and Amazon that apparently …