Law Commons^™

Fiduciary Law And The Preservation Of Trust In Business Relationships, Brian J. Broughman, Elizabeth Pollman, D. Gordon Smith

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This chapter explores the role of mandatory fiduciary obligations in preserving trust between business parties. Because contracts are inevitably incomplete, after investment there is always a risk of opportunism. While the parties could try to draft a more detailed agreement prohibiting various forms of opportunism, the very act of haggling over such protections may signal distrust, eliciting costly reactions (defensive measures/hedging/lack of intrinsic motivation) in the counterparty. In the absence of fiduciary protections, a vulnerable party may decide to forgo important protections against opportunism, not because such protections are suboptimal or hard to specify ex ante but because bargaining for …

Corporate Oversight And Disobedience, Elizabeth Pollman

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Over a decade has passed since landmark Delaware corporate law decisions on oversight responsibility, and only a small handful of cases have survived a motion to dismiss. Scholars have puzzled over what it means to have the potential for corporate accountability lodged within the duty of good faith, but almost never brought to fruition in terms of trial liability.

This article explores the public-regarding purpose of the obedience and oversight duties in corporate law and provides a descriptive account of how they are applied in practice. The Article argues that the fidelity to external law required by the duty of …

Welfare, Dialectic, And Mediation In Corporate Law, William W. Bratton

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No abstract provided.

Gaming Delaware, William W. Bratton

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No abstract provided.

Enron And The Dark Side Of Shareholder Value, William W. Bratton

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No abstract provided.

Delaware Law As Applied Public Choice Theory: Bill Cary And The Basic Course After Twenty-Five Years, William W. Bratton

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No abstract provided.

Teaching Corporate Governance Through Shareholder Litigation, Jill E. Fisch

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No abstract provided.

Comparative Corporate Governance And The Theory Of The Firm: The Case Against Global Cross Reference, William W. Bratton, Joseph A. Mccahery

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Professors Bratton and McCahery take up the main questions addressed by the literature on comparative corporate governance: whether national governance systems can be expected to converge in the near future, and whether the focal point of that convergence will be a new, hybrid governance system comprised of the best practices drawn from different systems. This Article advances the view that neither global convergence that eliminates systemic differences nor the emergence of a hybrid best practice safely can be projected because each national governance system is a system to a significant extent. Each system, rather than consisting of a loose collection …

An Inquiry Into The Efficiency Of The Limited Liability Company: Of Theory Of The Firm And Regulatory Competition, William W. Bratton, Joseph A. Mccahery

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No abstract provided.

Dividends, Noncontractibility, And Corporate Law, William W. Bratton

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No abstract provided.

Self-Regulation, Normative Choice, And The Structure Of Corporate Fiduciary Law, William W. Bratton

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No abstract provided.

Confronting The Ethical Case Against The Ethical Case For Constituency Rights, William W. Bratton

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No abstract provided.

Public Values And Corporate Fiduciary Law, William W. Bratton

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No abstract provided.

The New Economic Theory Of The Firm: Critical Perspectives From History, William W. Bratton

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No abstract provided.

Corporate Debt Relationships: Legal Theory In A Time Of Restructuring, William W. Bratton

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No abstract provided.

The "Nexus Of Contracts" Corporation: A Critical Appraisal, William W. Bratton

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No abstract provided.

The Interpretation Of Contracts Governing Corporate Debt Relationships, William W. Bratton

All Faculty Scholarship

No abstract provided.