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Articles 1 - 12 of 12
Full-Text Articles in Law
Devil In The Bidding Detail, Lisa E. Sachs, Jacky Mandelbaum, Perrine Toledano
Devil In The Bidding Detail, Lisa E. Sachs, Jacky Mandelbaum, Perrine Toledano
Columbia Center on Sustainable Investment Staff Publications
In light of the recent boom in natural resource prices, India is one of them many countries facing heightened scrutiny of the allocation and terms of their resource deals. In India, that scrutiny has uncovered a multi-billion dollar controversy over coal block allocations that has gridlocked Parliament. More generally, citizens in resource-producing countries around the world are asking whether the public is getting a fair value for their countries resources, or whether investors and politicians are walking away with the prize. Finally, the important questions are being asked: how should resources be managed to ensure that they benefit the citizenry, …
Background Paper For Second Workshop On Contract Negotiation Support For Developing Host Countries, Vale Columbia Center On Sustainable International Investment, Humboldt-Viadrina School Of Governance
Background Paper For Second Workshop On Contract Negotiation Support For Developing Host Countries, Vale Columbia Center On Sustainable International Investment, Humboldt-Viadrina School Of Governance
Columbia Center on Sustainable Investment Staff Publications
The Columbia Center on Sustainable Investment (CCSI) and the Humboldt-Viadrina School of Governance (HSVG) have initiated a process to discuss the desirability and feasibility of mechanisms to provide negotiation support for developing host countries in their negotiations with major investors.
At a first workshop held in October 2011, participants agreed on the need for an expansion of support for developing countries in their contract negotiations.
A second workshop was held at Columbia University in July 2012 that undertook a gap analysis between the existing sources of support for developing countries in relation to complex contracts and the countries’ needs for …
Paper On The Business Case For Transparency, Perrine Toledano
Paper On The Business Case For Transparency, Perrine Toledano
Columbia Center on Sustainable Investment Staff Publications
CCSI strongly supports the transparency of contracts and tax flows. CCSI shares the belief of many stakeholders that transparency is essential to leverage extractive industries for sustainable development and is in the mutual interest of all stakeholders. However, some industry players continue to voice the concern that increased transparency would be harmful for their business. Therefore, CCSI is working to also establish the business case for transparency.
In one such case, some industry players have been lobbying against the regulations developed by the Security and Exchange Commission to implement the mandatory disclosure provisions of the Dodd Frank Wall Street Reform …
Virtue Ethics And Efficient Breach, Avery W. Katz
Virtue Ethics And Efficient Breach, Avery W. Katz
Faculty Scholarship
The concept of "efficient breach" – the idea that a contracting party should be encouraged to breach a contract and pay damages if doing so would be more efficient than performance – is probably the most influential concept in the economic analysis of contract law. It is certainly the most controversial. Efficient breach theory has been criticized from both within and without the economic approach, but its most prominent criticism is that it violates deontological ethics – that the beneficiary of a promise has a right to performance, so that breaching the promise wrongs the promisee.
This essay argues that …
Contracts, Victor P. Goldberg
Contracts, Victor P. Goldberg
Faculty Scholarship
This article focuses on the general problems confronting parties designing a contractual relationship. Contracts concern the future, which is both uncertain and influenced by the behavior of the parties. This presents the parties with a number of problems, the solutions for which are imperfect. Contract doctrine can facilitate their efforts, but it can also be an impediment. Contract design and contract law are discussed.
The Interstate Commerce Act, Administered Contracts, And The Illusion Of Comprehensive Regulation, Thomas W. Merrill
The Interstate Commerce Act, Administered Contracts, And The Illusion Of Comprehensive Regulation, Thomas W. Merrill
Faculty Scholarship
The 125th anniversary of the Interstate Commerce Act invites reflection on what it has contributed to our understanding of public regulation. Perhaps the most important and enduring idea associated with the Act is what we may call the administered contract. At common law, transportation services, like other goods and services, were governed by ordinary contracts between customer and carrier. Building on innovations in English and state railroad legislation, the Interstate Commerce Act developed a different form of contracting. Contracts for transportation services became public acts, understood to have the openness, generality, and binding force of public law. This concept of …
The Measure Of A Mac: A Quasi-Experimental Protocol For Tokenizing Force Majeure Clauses In M&A Agreements, Eric L. Talley, Drew O'Kane
The Measure Of A Mac: A Quasi-Experimental Protocol For Tokenizing Force Majeure Clauses In M&A; Agreements, Eric L. Talley, Drew O'Kane
Faculty Scholarship
This paper develops a protocol for using a familiar data set on force majeure provisions in corporate acquisitions agreements to tokenize and calibrate a machine-learning algorithm of textual analysis. Our protocol, built on regular expression (RE) and latent semantic analysis (LSA) approaches, serves to replicate, correct, and extend the hand-coded data. Our preliminary results indicate that both approaches perform well, though a hybridized approach improves predictive power further. Monte Carlo simulations suggest that our results are generally robust to out-of-sample predictions. We conclude that similar approaches could be used more broadly in empirical legal scholarship, especially including in business law.
Law By Non Sequitur: Norcon V. Niagara Mohawk, Victor P. Goldberg
Law By Non Sequitur: Norcon V. Niagara Mohawk, Victor P. Goldberg
Faculty Scholarship
Under the common law, a contracting party could only demand assurance of performance if the other party was insolvent. If a party had reasonable grounds for insecurity, the UCC §2-609 allowed it demand adequate assurance even if the counterparty were solvent. The Restatement (Second) adopted the same rule for non-goods. In NorCon v. Niagara Mohawk the New York court extended the adequate assurance doctrine for some non-goods contracts. Although the decision seems to imply that there is some relation between the NorCon facts and its conclusion as to the law, there is none. Relying primarily on material available to the …
Reforming Derivative Taxation, Alex Raskolnikov
Reforming Derivative Taxation, Alex Raskolnikov
Faculty Scholarship
This brief essay outlines three benchmarks for evaluating alternative ways of taxing capital income, summarizes anticipatory, retroactive, and accrual-based proposals for reforming the taxation of derivatives, and offers guidelines for evaluating more limited reforms. It is intended as an introduction to key concepts, tensions, and ideas for reforming the taxation of financial instruments.
Legal Regulation Of Twenty-First-Century Families, Marsha Garrison, Elizabeth S. Scott
Legal Regulation Of Twenty-First-Century Families, Marsha Garrison, Elizabeth S. Scott
Faculty Scholarship
This post includes the table of contents, introduction and our comment as the editors of an interdisciplinary volume that explores the implications for law and policy of changes in marriage and family over the past half century. The volume includes chapters by leading social science researchers and family law scholars whose work focuses on these matters. The book captures the complexity of debates about the regulation of marriage and families and the best policy paths forward, through contributions by authors with widely varying perspectives. But it also aims to inform these debates by situating them in a framework grounded in …
Corporate Control And Credible Commitment, Ronald J. Gilson, Alan Schwartz
Corporate Control And Credible Commitment, Ronald J. Gilson, Alan Schwartz
Faculty Scholarship
The separation of control and ownership – the ability of a small group effectively to control a company though holding a minority of its cash flow rights – is common throughout the world, but also is commonly decried. The control group, it is thought, will use its position to consume excessive amounts of project returns, and this injures minority shareholders in two ways: there is less money and the controllers are not maximizing firm value. To the contrary, we argue here that there is an optimal share of the firm that compensates the control group for monitoring managers and otherwise …
Bargaining For Motherhood: Postadoption Visitation Agreements, Carol Sanger
Bargaining For Motherhood: Postadoption Visitation Agreements, Carol Sanger
Faculty Scholarship
This Article is about the use of contract in family formation. More specifically, I want to look at how contract is now used by parents in the process of acquiring children and, as we shall see, also as a means of retaining interests in those same children under the developing regime of open adoption.