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Articles 61 - 90 of 155
Full-Text Articles in Law
The Chameleon Effect: Beyond The Bonding Hypothesis For Cross-Listed Securities, Cally Jordan
The Chameleon Effect: Beyond The Bonding Hypothesis For Cross-Listed Securities, Cally Jordan
ExpressO
This paper is based on a presentation made at the New York Stock Exchange Conference on the Future of Global Equity Trading, March 12, 2004, Sarasota, FL.
Looking back, was it a momentary enthusiasm? The dramatic increase in cross-listed securities, particularly in the United States, was one of the remarkable phenomena of the 1990s capital markets. The bonding, or corporate governance, hypothesis was one of the more intriguing theories to surface to explain the phenomenon. Cross-listing, the hypothesis suggested, might be a bonding mechanism by which firms, incorporated in a jurisdiction with “weak protection” of minority shareholder rights or poor …
The Floating Charge – An Elegy, Riz Mokal
The Floating Charge – An Elegy, Riz Mokal
ExpressO
This paper argues that the usual way of conflating floating with fixed charges as small variations on a single theme – as priority-based devices differing only in degree – fundamentally misunderstands its true nature. The floating charge plays a distinctive role as a residual management displacement device which can only be effective if coupled with an appropriate set of fixed security that enables its holder to gather information about the competence of the debtor’s managers and to control their incentives to misbehave. The floating charge allows the debtor free use of its circulating assets while its management is doing well, …
Administrative Receivership And Administration - An Analysis, Riz Mokal
Administrative Receivership And Administration - An Analysis, Riz Mokal
ExpressO
This paper argues that the Enterprise Act 2002 has changed the way those dealing with distressed companies are required to behave much more significantly than most commentators realise. The motivation for this change lies in the ways in which administrative receivership is destructive of social value (in terms of unnecessary job losses and other resource misallocations). The paper identifies three such ways, all linked with the fact that receivership ties the office-holder’s duties to the interests of the debtor’s main bank. This is undesirable because the bank (a) is usually oversecured and thus has little incentive, once receivership is underway, …
Charges Over Chattels – Issues In The Fixed/Floating Jurisprudence, Stephen Atherton, Riz Mokal
Charges Over Chattels – Issues In The Fixed/Floating Jurisprudence, Stephen Atherton, Riz Mokal
ExpressO
Much of the recent debate as to the criteria which determine whether a charge is properly characterised as fixed or floating has revolved around charges over book debts or other receivables. Charges over chattels have received somewhat less attention, even though an attempt to create a fixed charge over chattels gives rise to interesting questions, some of which do not arise when the collateral consists simply of receivables. While some of these questions have received judicial attention in recent years, others are only now starting to be considered. In this paper, we provide an overview of some of the most …
The Valuation Of Distressed Companies - A Conceptual Framework, Michael Crystal Qc, Riz Mokal
The Valuation Of Distressed Companies - A Conceptual Framework, Michael Crystal Qc, Riz Mokal
ExpressO
It is often crucial to ascertain the value of a distressed company. Those interested in the company’s undertaking require this information to determine what should be done with the company’s business, and how the value in the company’s estate should be distributed amongst them. In this article, addressed primarily to the parties to corporate reorganisation proceedings in the UK and their advisers, we provide a conceptual framework within which these questions might be answered.
The first part of the article identifies the bases on which a company’s business might be valued. Drawing upon economic theory, empirical evidence, and the sophisticated …
Managing Risk On A $25 Million Bet: Venture Capital, Agency Costs, And The False Dichotomy Of The Corporation, Robert P. Bartlett Iii
Managing Risk On A $25 Million Bet: Venture Capital, Agency Costs, And The False Dichotomy Of The Corporation, Robert P. Bartlett Iii
ExpressO
An implicit dichotomy of the corporation exists in legal scholarship. On one side of the dichotomy rests the publicly-held corporation suffering from a significant conflict of interest between its managers and dispersed shareholders; on the other side, the closely-held corporation plagued by inter-shareholder conflict.
This Article argues that understanding the agency problems that can exist within a firm demands a rejection of this traditional dichotomy and the theories of the firm built upon it. Using venture capital finance, this Article demonstrates for the first time how this dichotomy obscures how all firms - public and private - often face the …
Daimlerchrysler V. Cuno: An Escape From The Dormant Commerce Clause Quagmire?, S. Mohsin Reza
Daimlerchrysler V. Cuno: An Escape From The Dormant Commerce Clause Quagmire?, S. Mohsin Reza
University of Richmond Law Review
No abstract provided.
The High Stakes Of Wto Reform, James Thuo Gathii
The High Stakes Of Wto Reform, James Thuo Gathii
Michigan Law Review
Behind the Scenes at the WTO definitively exposes how the trade negotiation process makes it possible for a few rich countries to dominate the trade agenda at the expense of all other countries. It is one of the first studies that authoritatively shows how trade negotiations have developed into "a game for high stakes, between unequally matched teams, where much of the game is played with few rules and no referee" (p. 50). The book attributes the deadlocked nature of the Doha Round of multilateral trade negotiations and the recent disruptions of the World Trade Organization's ("WTO") ministerial meetings to …
Incomplete Contracts In A Complete Contract World, Scott A. Baker, Kimberly D. Krawiec
Incomplete Contracts In A Complete Contract World, Scott A. Baker, Kimberly D. Krawiec
ExpressO
This paper considers the role that contract doctrine should play in facilitating optimal investment in contractual relationships. All contracts are incomplete in the sense that they do not specify the optimal actions for the buyer and seller in every future contingency. This incompleteness can lead to both under and over-investment in resources specifically targeted to the needs of the other contracting party. To solve these investment problems, economists and legal scholars have looked to complicated contractual solutions and the ownership of assets.
This Article offers another solution: contract doctrine. Specifically, we propose a contractual default rule applicable to all contract …
The Application Of Six Sigma Improvement Process On Enhancement Of Product Quality And Service Quality Of Internet-Marketing, S.C. Chen
ExpressO
Abstract Internet marketing is believed to have many advantages over traditional marketing, such as limitless time and boundless distance, low cost and home delivery, and therefore has become another trend of marketing nowadays. It success is determined critically in two aspects: product quality and service quality. Product quality refers to the customer’s acceptability of product’s Research and Development (R&D) and manufacturing at the backstage while service quality means the customer’s acceptability of product’s marketing and maintenance at the proscenium. Most research on customer’s satisfaction on Internet-marketing generally limits itself within product quality and service quality and analyzes and improves customer’s …
Identity Theft And Consumer Protection: Finding Sensible Approaches To Safeguard Personal Data In The United States And Canada, Kamaal Zaidi
Identity Theft And Consumer Protection: Finding Sensible Approaches To Safeguard Personal Data In The United States And Canada, Kamaal Zaidi
ExpressO
This paper examines identity theft in both the United States and Canada. Various examples of commercial fraud and scams are discussed in the context of a growing trend of identity thieves assuming identities of innocent consumers. As such, various pieces of legislation and consumer initiatives (involving online consumer complaint mechanisms)in U.S. and Canadian jurisdictions are highlighted to demonstrate the pursuit towards broader consumer protection of personal data used in daily commercial transactions. The author argues that these modern efforts to safeguard consumers from identity theft is a progressive measure that will continue to afford increasing protections for consumer personal data, …
Arbitration V. Litigation: The Right To Appeal And Other Misperceptions Fueling The Preference For A Judicial Forum, Rebecca Callahan
Arbitration V. Litigation: The Right To Appeal And Other Misperceptions Fueling The Preference For A Judicial Forum, Rebecca Callahan
ExpressO
Alternatives to litigation have blossomed over the past quarter century and include a wide variety of practices. Among those alternatives is private arbitration where the parties submit their disputes to a neutral for binding resolution in a nonjudicial setting. Among the hallmarks of the arbitration process are its flexibility, privacy and expediency. Another cornerstone of arbitration is that it offers finality, which generally translates into less time and money spent on the dispute resolution process. Even though there are clear benefits associated with arbitration, it is not the preferred method for resolving civil disputes. To the contrary, there is a …
The Application Of Federal Common Law To Overcome Conflicting State Laws In The Supplemental Disgorgement Proceedings Of An Sec Appointed Receiver, Gauhar Naseem
ExpressO
In spite of the Erie doctrine, the application of federal common law has survived to overcome conflicting state laws in diversity actions where a federal law, interest or function is implicated. A federal court’s authority to substantively implement a federal common law rule over state law is clearest when the party to the action is a federal entity, namely an agency of the U.S. Government deriving its authority from the Constitution or some source of federal law. Analyzing such authority becomes more difficult in circumstances where parties to a diversity lawsuit are private citizens (not necessarily possessing any direct federal …
Patents And Business Models For Software Firms, Ronald Mann
Patents And Business Models For Software Firms, Ronald Mann
ExpressO
No abstract provided.
Why Supreme Court Justices Are Famous(最高法院大法官因何知名), Meng Hou
Why Supreme Court Justices Are Famous(最高法院大法官因何知名), Meng Hou
Hou Meng
No abstract provided.
Secured Creditors Holding Lien Creditors Hostage: Have A Little Faith In Revised Article 9, Timothy G. Hayes
Secured Creditors Holding Lien Creditors Hostage: Have A Little Faith In Revised Article 9, Timothy G. Hayes
Indiana Law Journal
No abstract provided.
Analysis On The Leaving Of Grand Justices In The Supreme People’S Courts(最高人民法院大法官的流动分析), Meng Hou
Analysis On The Leaving Of Grand Justices In The Supreme People’S Courts(最高人民法院大法官的流动分析), Meng Hou
Hou Meng
No abstract provided.
Of Shrinking Sweatsuits And Poison Vine Wax: A Comparison Of Excuse For Nonperformance Under The Ucc And The Cisg, Carla Spivack
Of Shrinking Sweatsuits And Poison Vine Wax: A Comparison Of Excuse For Nonperformance Under The Ucc And The Cisg, Carla Spivack
ExpressO
This article compares the doctrine of excuse/exemption for nonperformance under UCC 2-615 and CISG Article 79 analyzing texts, commentary and cases, and the underlying policy concerns of both regimes. It argues that a narrow interpretation of Article 79's basis for excuse/exemption is the reading intended by the drafters and most likely to promote the CISG's goal of facilitating transborder transactions.
Working For Free: A New Tax Dodge For The Wealthy Magnifies Employment Tax Defects, Richard Winchester
Working For Free: A New Tax Dodge For The Wealthy Magnifies Employment Tax Defects, Richard Winchester
ExpressO
Employment taxes account for an enormous share of federal tax receipts. And it is widely acknowledged that taxes on the self-employed are collected under a dysfunctional set of laws that is long overdue for repair. Yet, there is surprisingly little legal scholarship in the field. This article fills a portion of that gap. It examines some fundamental flaws that plague our nation’s employment tax laws, focusing on how President Bush’s dividend tax cut created an incentive for wealthy individuals to exploit those flaws at the government’s expense when they work for a corporation that they also own and control. Specifically, …
Sarbanes-Oxley Act Of 2002: Are Multi-National Corporations Unduly Burdened?, William Alan Nelson
Sarbanes-Oxley Act Of 2002: Are Multi-National Corporations Unduly Burdened?, William Alan Nelson
ExpressO
The Sarbanes-Oxley Act was enacted by Congress in response to the frauds perpetrated by several large U.S. companies; Enron and WorldCom were the main catalysts for the swift regulatory response. Though the primary impetus of Sarbanes-Oxley was to deter corruption domestically, its impact has had multinational reach. Problems arise when foreign corporations domiciled outside the United States are subject to both U.S. securities law and the laws of their home country, particularly when the laws are in conflict. This five part comment examines the effect that the Sarbanes–Oxley Act of 2002 has had on multinational corporations. The comment begins by …
Global Pharmaceutical Patent Law In Developing Countries- Amending Trips To Promote Access For All, Angela J. Anderson
Global Pharmaceutical Patent Law In Developing Countries- Amending Trips To Promote Access For All, Angela J. Anderson
ExpressO
This comment will analyze the need to amend and revise the current global pharmaceutical patent system under TRIPS to take into account the needs of developing countries and overall public health. This comment will emphasize that the current international trade rules, which although administered by the WTO, are dictated by developed country governments and powerful pharmaceutical companies, and therefore, without reform will further diminish the access of poor people in developing countries to vital medicines. Part II of this comment will provide a general overview of the international trade law governing patents on pharmaceuticals focusing specifically on the development of …
The First Shall Be Last: A Contextual Argument For Abandoning Temporal Rules Of Lien Priority, Ronald Mann
The First Shall Be Last: A Contextual Argument For Abandoning Temporal Rules Of Lien Priority, Ronald Mann
ExpressO
No abstract provided.
Explaining The Pattern Of Secured Credit, Ronald Mann
Searching For Negotiability In Payment And Credit Systems, Ronald Mann
Searching For Negotiability In Payment And Credit Systems, Ronald Mann
ExpressO
No abstract provided.
The Role Of Secured Credit In Small-Business Lending, Ronald Mann
The Role Of Secured Credit In Small-Business Lending, Ronald Mann
ExpressO
No abstract provided.
Strategy And Force In The Liquidation Of Secured Debt, Ronald Mann
Strategy And Force In The Liquidation Of Secured Debt, Ronald Mann
ExpressO
No abstract provided.
Informal Economy: Is It A Problem, A Solution Or Both? The Perspective Of The Informal Business, Omar E. Garcia-Bolivar
Informal Economy: Is It A Problem, A Solution Or Both? The Perspective Of The Informal Business, Omar E. Garcia-Bolivar
ExpressO
This paper deals with the informal economy. For many it is a solution, for others it is a problem. What can the law do to incorporate the informal economy into the formal economy? Does it really matter? What are the challenges?
Backlash To Globalization In The Form Of State Legislation: Constitutional Implications, John R. Weber
Backlash To Globalization In The Form Of State Legislation: Constitutional Implications, John R. Weber
ExpressO
This paper will examine the Constitutional issues raised by the influx of state anti-outsourcing legislation using a recently enacted New Jersey statute. The New Jersey statute is very similar to, and contains many of the same features as, many other bills introduced in legislatures across the nation. Moreover, the political impetus for the introduction and enactment of the legislation reflects the struggle over the outsourcing issue that is occurring in communities nationwide.
Global Pharmaceutical Patent Law In Developing Countries- Amending Trips To Promote Access For All, Angela J. Anderson
Global Pharmaceutical Patent Law In Developing Countries- Amending Trips To Promote Access For All, Angela J. Anderson
ExpressO
This comment will analyze the need to amend and revise the current global pharmaceutical patent system under TRIPS to take into account the needs of developing countries and overall public health. This comment will emphasize that the current international trade rules, which although administered by the WTO, are dictated by developed country governments and powerful pharmaceutical companies, and therefore, without reform will further diminish the access of poor people in developing countries to vital medicines. Part II of this comment will provide a general overview of the international trade law governing patents on pharmaceuticals focusing specifically on the development of …
Commercializing Open Source Software: Do Property Rights Still Matter?, Ronald J. Mann
Commercializing Open Source Software: Do Property Rights Still Matter?, Ronald J. Mann
ExpressO
A major shift toward open source software is underway. Companies are more critically evaluating the cost effectiveness of their IT investments, seeing the benefits of collaborative development, and looking for ways to avoid vendor lock-in. At the same time, academics and industry visionaries are criticizing the use of a traditional appropriation mechanism for innovation—the patent—by bemoaning the decisions of U.S. and foreign governments to permit software patents, the rising numbers of patents on software-related innovations (the so-called “arms race” build-up), and the cost and frequency of patent litigation in the software industry. The critics generally have applauded the shift towards …