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The Evolution Of Corporate Governance In Japan: The Continuing Relevance Of Berle And Means, Takaya Seki, Thomas Clarke Mar 2014

The Evolution Of Corporate Governance In Japan: The Continuing Relevance Of Berle And Means, Takaya Seki, Thomas Clarke

Seattle University Law Review

The evolution of corporate governance in Japan towards international standards continues, though at a gradual pace that often concerns outsiders. The substance of Japanese corporate governance is often questioned due to a lack of understanding of the unique elements of the Japanese institutional system. Japanese companies are under a sustained assault from overseas investors to introduce a greater number of independent directors on boards, improve accountability, and enhance transparency. The majority of Japanese companies have taken what they regard as significant steps in this direction of accountability. In Japan, however, there is a different conception of the role of the …


State Capital: Global And Australian Perspectives, George Gilligan, Megan Bowman Mar 2014

State Capital: Global And Australian Perspectives, George Gilligan, Megan Bowman

Seattle University Law Review

The activities of state-related pools of capital need to be understood within the context of an era of globalization, in which economic and political ties between many jurisdictions are deepening, A variety of modes of governance are emerging that have a capacity for impacts of broad international scope. The rising influence of more proactive state-led capitalism is one of the shaping variables in how the global economy has been changing swiftly in recent decades, and the effects of the Global Financial Crisis have arguably accelerated these structural shifts. This Article identifies three discrete phenomena in the state capital arena. First, …


What Is A Corporation? Liberal, Confucion, And Socialist Theories Of Enterprise Organization (And State, Family, And Personhood), Teemu Ruskola Mar 2014

What Is A Corporation? Liberal, Confucion, And Socialist Theories Of Enterprise Organization (And State, Family, And Personhood), Teemu Ruskola

Seattle University Law Review

What is a corporation? An easy, but not very informative, answer is that it is a legal person. More substantive answers suggest it is a moral person, a person/thing, a production team, a nexus of private agreements, a city, a semi-sovereign, or a (secular) God. Despite the economic, political, and social importance of the corporate form, we do not have a generally accepted legal theory of what a corporation is, apart from the law’s questionable assertion that it is a “person.” In this Article, the author places the idea, and law, of the corporation in a comparative context and suggests …


Is The Independent Director Model Broken?, Roberta S. Karmel Mar 2014

Is The Independent Director Model Broken?, Roberta S. Karmel

Seattle University Law Review

At common law, an interested director was barred from participating in corporate decisions in which he had an interest, and therefore “dis-interested” directors became desirable. This concept of the disinterested director developed into the model of an “independent director” and was advocated by the Securities and Exchange Commission and court decisions as a general ideal in a variety of situations. This Article explores doubts regarding the model of an “independent director” and suggests that director expertise may be more important that director independence. The Article then discusses shareholder primacy and sets forth alternatives to the shareholder primacy theory of the …


"Quack Corporate Governance" As Traditional Chinese Medicine: The Securities Regulation Cannibalization Of China's Corporate Law And A State Regulator's Battle Against Party State Political Economic Power, Nicholas Calcina Howson Mar 2014

"Quack Corporate Governance" As Traditional Chinese Medicine: The Securities Regulation Cannibalization Of China's Corporate Law And A State Regulator's Battle Against Party State Political Economic Power, Nicholas Calcina Howson

Seattle University Law Review

From the start of the People’s Republic of China’s (PRC) “corporatization” project in the late 1980s, a Chinese corporate governance regime subject to increasingly enabling legal norms has been determined by mandatory regulations imposed by the PRC securities regulator, the China Securities Regulatory Commission (CSRC). Indeed, the Chinese corporate law system has been cannibalized by all-encompassing securities regulation directed at corporate governance, at least for companies with listed stock. This Article traces the path of that sustained intervention and makes a case—wholly contrary to the “quack corporate governance” critique much aired in the United States—that for the PRC this phenomenon …


State Regulation Of Franchising: The Washington Experience Revisited, Douglas C. Berry, David M. Byers, Daniel J. Oates Jan 2009

State Regulation Of Franchising: The Washington Experience Revisited, Douglas C. Berry, David M. Byers, Daniel J. Oates

Seattle University Law Review

Thirty-six years ago, and one year after Washington became the second state in the nation to enact a statute regulating franchise relationships, Professor Donald S. Chisum wrote the seminal article on franchising in Washington, State Regulation of Franchising: The Washington Experience. Professor Chisum's article has been one of the few reference sources for Washington franchise law, and it has been the primary source relied on by courts addressing claims under Washington's Franchise Investment Protection Act (FIPA). Since Professor Chisum originally published his article, the Federal Trade Commission (FTC) has promulgated and amended regulations governing the sale of franchises nationally, …


The Code For Corporate Citizenship: States Should Amend Statutes Governing Corporations And Enable Corporations To Be Good Citizens, Elisa Scalise Jan 2005

The Code For Corporate Citizenship: States Should Amend Statutes Governing Corporations And Enable Corporations To Be Good Citizens, Elisa Scalise

Seattle University Law Review

Corporations are important social actors. They are created by law and create products, services, jobs, and wealth upon which modem societies rely. Investments injected by corporations bring jobs, capital, and technology to communities, thereby raising living standards and creating derivative rights such as education, health and housing, and political freedoms. Modem corporations allow entrepreneurs to raise massive amounts of capital for large projects and research, which results in innovation and a wide range of products and services. However, these same corporations can also cause social harm. They are structured in such a way that it is possible for agents in …


You Wanna Do What? Attorneys Organizing As Limited Liability Partnerships And Companies: An Economic Analysis, Mark Rosencrantz Jan 1996

You Wanna Do What? Attorneys Organizing As Limited Liability Partnerships And Companies: An Economic Analysis, Mark Rosencrantz

Seattle University Law Review

Although many states have embraced the concept of limited liability for attorneys, approval is not universal. Rhode Island and California statutorily ban attorneys from practicing in such forms. Further, even those states that have embraced the concept recognize concerns that, under a limited liability scheme, the quality of attorney work may suffer, and sufficient funds may not be available for potential plaintiffs. This Comment argues that attorneys should be allowed to limit their liability by using the LLP and LLC forms to provide relief from the upsurge of liability because traditional arguments against attorneys' use of such forms ignore the …


Book Review: Law School: Legal Education In America From The 1850s To The 1980s By Robert Stevens, Eric A. Chiappinelli Jan 1987

Book Review: Law School: Legal Education In America From The 1850s To The 1980s By Robert Stevens, Eric A. Chiappinelli

Seattle University Law Review

This Book Review examines Law School: Legal Education in America from the 1850s to the 1980s, by Robert Stevens. The Review explains that the book is a history of American legal education from 1850 through 1945, with a foreshortened treatment of events to 1870 and a prolonged view of the period between 1870 and 1945. Stevens’s work is chronological and details three developments: the hegemony of Harvard and later the American Bar Association and the Association of American Law Schools over educational standards; the role of Harvard in establishing the primacy of the case method of instruction; and the …