Law Commons^™

A Bridle, A Prod And A Big Stick: An Evaluation Of Class Actions, Shareholder Proposals And The Ultra Vires Doctrine As Methods For Controlling Corporate Behavior, Adam Sulkowski, Kent Greenfield

Kent Greenfield

Written for the recent conference at St. John’s University Law School on “People of Color, Women, and the Public Corporation,” this paper evaluates recently applied methods of influencing corporate behavior on employment practices and recommends that a dormant legal doctrine be revitalized and added to the “tool box” of activists and concerned shareholders. The methods of influencing corporate behavior that are evaluated include class action lawsuits and shareholder proposals to amend corporate policy. In both contexts, there are procedural hurdles to achieving success. Even when success is achieved, there are limits to the actual changes in organizational behavior that result. …

The Place Of Workers In Corporate Law, Kent Greenfield

Kent Greenfield

This article critiques the low place of workers within corporate law doctrine. Corporate law, as it is traditionally taught, is primarily about shareholders, boards of directors, and managers, and the relationships among them. This is despite the fact that workers provide an essential input to a corporation's productive activities, and that the success of the business enterprise quite often turns on the success of the relationship between the corporation and those who are employed by it. Black letter corporate law requires directors to place the interests of shareholders above the interests of all other "stakeholders," including workers. This article analyzes …

Merger Control Reform In Brazil, Víctor Pavón-Villamayor

Víctor Pavón-Villamayor

No abstract provided.

Rethinking Finance Through Law: A Theoretical Perspective, Tamara Lothian

Tamara Lothian

Finance is traditionally studied by lawyers as well as by economists on the basis of the premise that a market economy has, at its core, a single natural and necessary institutional form, expressed, for example, in the basic rules and doctrines of contract and property. The literature about "varieties of capitalism" has proved insufficient to challenge this assumption. A corollary of this premise is the view that, barring particular market defects, a market economy can be counted on to channel the savings of society to its most efficient possible uses. The first task of regulation is supposedly to redress such …

False Efficiency And Missed Opportunities In Law And Economics, Shawn J. Bayern

Scholarly Publications

This Article points out a simple flaw common to many law-and-economics analyses, ranging from fundamental models like the Hand Formula to narrower arguments like those that oppose the doctrine of unconscionability.

The flaw is straightforward: economic analyses of law often assume, either implicitly or explicitly that when it is more efficient for an activity to occur than for it not to occur it is efficient for legal rules to encourage the activity. Even on grounds of efficiency alone, however, knowing in isolation whether an activity produces more wealth than its absence is insufficient to conclude that the activity is efficient. …

Bulls, Bears, And Pigs: Revisiting The Legal Minefield Of Virginia Fraudulent Transfer Law, Isaac A. Mcbeth, Landon C. Davis Iii

University of Richmond Law Review

No abstract provided.

Issue 1: Annual Survey 2011 Table Of Contents

University of Richmond Law Review

No abstract provided.

Re-Appraising The Appraisers: Expanding Liability To Buyers And Borrowers In The Story Of The 2008 Financing Industry Crisis, Shelby D. Green

Elisabeth Haub School of Law Faculty Publications

On the surface, suing in negligence seems the most promising avenue for recovery against appraisers, because liability depends on an examination of defendant's conduct alone and does not require an examination or defendant's mental state to show intent or agreement. But historically insuperable hurdles have operated to prevent recovery under this seemingly simple cause of action. One hurdle is lack of privity. The appraiser's legal relationship is with the hiring party--the lender--to assess the risks of the loan transaction and not with the purchaser, who may rely on the appraisal in making the decision to purchase. Because of the lack …

Efficient Breach Of International Law: Optimal Remedies, 'Legalized Noncompliance,' And Related Issues, Eric A. Posner, Alan O. Sykes

Michigan Law Review

In much of the scholarly literature on international law, there is a tendency to condemn violations of the law and to leave it at that. If all violations of international law were indeed undesirable, this tendency would be unobjectionable. We argue in this Article, however that a variety of circumstances arise under which violations of international law are desirable from an economic standpoint. The reasons why are much the same as the reasons why nonperformance of private contracts is sometimes desirable- the concept of "efficient breach," familiar to modern students of contract law, has direct applicability to international law. As …

Comparación Jurídica Del Derecho Privado Europeo: Método, Historia Y Estilo, Renzo E. Saavedra Velazco

Renzo E. Saavedra Velazco

Reseña bibliográfica de DIURNI, Amalia y HENRICH, Dieter, Percorsi europei di diritto private e comparato, Giuffrè Editore, Milán, 2006, pp. 266 + xii.

Noción Y Elementos Existenciales Del Título De Crédito, Bruno L. Costantini García

Bruno L. Costantini García

Discernir la noción y elementos de existencia de los títulos de crédito, considerando la doctrina y la denominación expresada en nuestra Ley General de Títulos y Operaciones de Crédito, conceptualizando el término de los documentos que consignan un derecho crediticio propio de su naturaleza y deslindando de manera dogmatica y exegética los elementos que lo forman y le dan su funcionamiento, mediante una visión de las instituciones jurídicas que les dan su existencia y aplicación dentro del devenir de los actos de comercio.

Challenges Of Implementing Incentive Auctions In Other Economies: A Mexican Perspective, Víctor Pavón-Villamayor

Víctor Pavón-Villamayor

No abstract provided.

La Presunción De Inocencia Como Proposición Sintética, Cesar A. Prieto

Cesar A. Prieto

No abstract provided.

Moderator, Secularism, Islam, And Democracy, Kent Greenfield

Kent Greenfield

No abstract provided.

The Herman Cain Blame Game, Kent Greenfield

Kent Greenfield

No abstract provided.

The Hidden Costs Of Choice, Kent Greenfield

Kent Greenfield

No abstract provided.

Restoring The Natural Law: Copyright As Labor And Possession, Alfred C. Yen

Alfred C. Yen

In this Article, Professor Yen explores the problems associated with viewing copyright solely as a tool for achieving economic efficiency and advocates for the restoration of natural law to copyright jurisprudence. The Article demonstrates that economics has not been solely responsible for copyright’s development and basic structure, but has rather developed along lines suggested by neutral law, despite modern copyright jurisprudence. The Article considers the consequences of extinguishing copyright’s natural law facets in favor of the blind pursuit of efficiency and concludes by exploring the implications of restoring natural law thinking to copyright jurisprudence.

Negotiability, Property, And Identity, James S. Rogers

James S. Rogers

In this Article, Professor Rogers challenges the assumption that securities transfer law has always been based on negotiable certificates and suggests that the reign of negotiability is a relatively recent, and brief, phase in the long history of investment securities trading. Professor Rogers posits that the difficulties currently facing the law of securities transfers are in large part due to the transition from paper to electronic representations of investments. To place these challenges into perspective, Professor Rogers first surveys the history of securities trading and then examines the theoretical underpinnings of the law of securities transfers.

Humanizing The Financial Architecture Of Globalization: A Tribute To The Work Of Cynthia Lichtenstein , Frank J. Garcia

Frank J. Garcia

This Tribute reviews the many contributions by Cynthia Lichtenstein to the literature on international financial markets. When viewed as a whole, Professor Lichtenstein's work suggests that the globalization of the monetary system offers new opportunities for increased human welfare, but only if state and international regulators combine technical expertise with a genuine understanding of the human effects of global markets, much as Professor Lichtenstein does in her own work.

Is Free Trade "Free?" Is It Even "Trade?" Oppression And Consent In Hemispheric Trade Agreements, Frank J. Garcia

Frank J. Garcia

In order for free trade as a policy to deliver fully on its social promise, it must be both “free” and “trade.” In fact, it must be free, in the sense of voluntary, to be trade at all. In other words, for normative and practical reasons, free trade requires that global economic relations be structured through agreements which reflect the consent of those subject to them. The neoliberal trading system today only imperfectly lives up to this obligation. In this essay, I will examine the role of consent in trade agreements, drawing on examples from CAFTA as representative of important …

The ‘Fair’ Trade Law Of Nations, Or A ‘Fair’ Global Law Of Economic Relations?, Frank J. Garcia

Frank J. Garcia

No abstract provided.

The Integration Of Smaller Economies Into The Ftaa, Frank J. Garcia

Frank J. Garcia

No abstract provided.

The Global Market And Human Rights: Trading Away The Human Rights Principle, Frank J. Garcia

Frank J. Garcia

No abstract provided.

Decisionmaking And Dispute Resolution In The Free Trade Area Of The Americas: An Essay In Trade Governance, Frank J. Garcia

Frank J. Garcia

No abstract provided.

The Moral Hazard Problem In Global Economic Regulation, Frank J. Garcia

Frank J. Garcia

Global regulation of international business transactions presents a particular form of the moral hazard problem. Global firms use economic and political power to manipulate state and state-controlled multilateral regulation to preserve their opportunity to externalize the social costs of global economic activity with impunity. Unless other actors can effectively counter this at the national and global regulatory levels, globalization re-creates the conditions for under-regulated or “robber baron” capitalism at the global level. This model of economic activity has been rejected at the national level by the same modern democratic capitalist states which currently dominate globalization, creating a crisis of legitimacy …

Building A Just Trade Order For A New Millennium, Frank J. Garcia

Frank J. Garcia

No abstract provided.

Just Trade Under Law: Do We Need A Theory Of Justice For International Trade Relations?, Frank J. Garcia

Frank J. Garcia

No abstract provided.

Evaluating Imf Crisis Prevention As A Matter Of Global Justice, Frank J. Garcia

Frank J. Garcia

No abstract provided.

A "Fair" Trade Law Of Nations Or A "Fair" Global Law Of Economic Relations?, Frank J. Garcia

Frank J. Garcia

No abstract provided.

Trade And Justice: Linking The Trade Linkage Debates, Frank J. Garcia

Frank J. Garcia

No abstract provided.