Law Commons^™

Does Analyst Independence Sell Investors Short?, Jill E. Fisch

Faculty Scholarship at Penn Carey Law

Regulators responded to the analyst scandals of the late 1990s by imposing extensive new rules on the research industry. These rules include a requirement forcing financial firms to separate investment banking operations from research. Regulators argued, with questionable empirical support, that the reforms were necessary to eliminate analyst conflicts of interest and ensure the integrity of sell-side research.

By eliminating investment banking revenues as a source for funding research, the reforms have had substantial effects. Research coverage of small issuers has been dramatically reduced—the vast majority of small capitalization firms now have no coverage at all. The market for research …

Criminalization Of Corporate Law: The Impact On Shareholders And Other Constituents, Jill E. Fisch

Faculty Scholarship at Penn Carey Law

No abstract provided.

Measuring Efficiency In Corporate Law: The Role Of Shareholder Primacy, Jill E. Fisch

Faculty Scholarship at Penn Carey Law

The shareholder primacy norm defines the objective of the corporation as maximization of shareholder wealth. Law and economics scholars have incorporated the shareholder primacy norm into their empirical analyses of regulatory efficiency. An increasingly influential body of scholarship uses empirical methodology to evaluate legal rules that allocate power within the corporation. By embracing the shareholder primacy norm, empirical scholars offer normative assessments about regulatory choices based on the effect of legal rules on measures of shareholder value such as stock price, net profits, and Tobin’s Q.

This Article challenges the foundations of using the shareholder primacy norm to judge corporate …

The "Bad Man" Goes To Washington: The Effect Of Political Influence On Corporate Duty, Jill E. Fisch

Faculty Scholarship at Penn Carey Law

No abstract provided.

The Equilibrium Content Of Corporate Federalism, William W. Bratton, Joseph A. Mccahery

Faculty Scholarship at Penn Carey Law

No abstract provided.

Supersize Pay, Incentive Compatibility, And The Volatile Shareholder Interest, William W. Bratton

Faculty Scholarship at Penn Carey Law

No abstract provided.

The Academic Tournament Over Executive Compensation, William W. Bratton

Faculty Scholarship at Penn Carey Law

No abstract provided.

Institutional Competition To Regulate Corporations: A Commment On Macey, Jill E. Fisch

Faculty Scholarship at Penn Carey Law

No abstract provided.

The New Dividend Puzzle, William W. Bratton

Faculty Scholarship at Penn Carey Law

No abstract provided.

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

Faculty Scholarship at Penn Carey Law

No abstract provided.

Human Rights, Health, And Corporations, Gerald Montgomery

Human Rights & Human Welfare

Unfettered economic policies have had a notable effect on the state of human rights. With the increasing spread of transnational corporations (TNCs), non-governmental organizations (NGOs) play a major role in setting ethical and moral standards for with the quality of life in the developing states where TNCs do business. Many TNCs are trying frantically to implement strategies that would alleviate labor injustices and corrupt practices in order to meet the standards argued for by NGOs.

The New Federal Regulation Of Corporate Governance, Jill E. Fisch

Faculty Scholarship at Penn Carey Law

No abstract provided.

Gaming Delaware, William W. Bratton

Faculty Scholarship at Penn Carey Law

No abstract provided.

The Role Of Government In Corporate Governance, Cary Coglianese, Elizabeth K. Keating, Michael L. Michael, Thomas J. Healey

Faculty Scholarship at Penn Carey Law

Numerous corporate scandals in the past several years have fueled widespread debate over proposals for government action. The central challenge for government is how to restore corporate integrity and market confidence without overreacting and stifling the dynamism that underlies a strong economy. To examine this challenge, the Center for Business and Government's Regulatory Policy Program organized a conference in May 2004 on The Role of Government in Corporate Governance. The conference brought together government officials, business leaders, and academic researchers to discuss three fundamental public policy issues raised by recent corporate abuses. First, who should regulate corporate management - government …

The Case For Replealing The Corporate Alternative Minimum Tax, Terrence R. Chorvat, Michael S. Knoll

Faculty Scholarship at Penn Carey Law

No abstract provided.

How To Fix Wall Street: A Voucher Financing Proposal For Securities Intermediaries, Stephen Choi, Jill E. Fisch

Faculty Scholarship at Penn Carey Law

No abstract provided.

Shareholder Value And Auditor Independence, William W. Bratton

Faculty Scholarship at Penn Carey Law

This Article questions the practice of framing problems concerning auditors’ professional responsibility inside a principal-agent paradigm. If professional independence is to be achieved, auditors cannot be enmeshed in agency relationships with the shareholders of their audit clients. As agents, the auditors by definition become subject to the principal’s control and cannot act independently. For the same reason, auditors’ duties should be neither articulated in the framework of corporate law fiduciary duty, nor conceived relationally at all. These assertions follow from an inquiry into the operative notion of the shareholder-beneficiary. The Article unpacks the notion of the shareholder and tells a …

Is There A Role For Lawyers In Preventing Future Enrons?, Jill E. Fisch, Kenneth M. Rosen

Faculty Scholarship at Penn Carey Law

Following the collapse of the Enron Corporation, the ethical obligations of corporate attorneys have received increased scrutiny. The Sarbanes-Oxley Act of 2002, enacted in response to calls for corporate reform, specifically requires the Securities and Exchange Commission to address the lawyer’s role by requiring covered attorneys to “report up” evidence of corporate wrongdoing to key corporate officers, and, in some circumstances, to the board of directors. Failure to “report up” subjects a lawyer to liability under federal law.

This Article argues that the reporting up requirement reflects a second-best approach to corporate governance reform. Rather than focusing on the actors …

The Qualified Legal Compliance Committee: Using The Attorney Conduct Rules To Restructure The Board Of Directors, Jill E. Fisch, Caroline M. Gentile

Faculty Scholarship at Penn Carey Law

The Securities and Exchange Commission introduced a new corporate governance structure, the qualified legal compliance committee, as part of the professional standards of conduct for attorneys mandated by the Sarbanes-Oxley Act of 2002. QLCCs are consistent with the Commission’s general approach to improving corporate governance through specialized committees of independent directors. This Article suggests, however, that assessing the benefits and costs of creating QLCCs may be more complex than is initially apparent. Importantly, QLCCs are unlikely to be effective in the absence of incentives for active director monitoring. This Article concludes by considering three ways of increasing these incentives.

Aggregation, Auctions, And Other Developments In The Selection Of Lead Counsel Under The Pslra, Jill E. Fisch

Faculty Scholarship at Penn Carey Law

No abstract provided.

Berle And Means Reconsidered At The Century's Turn, William W. Bratton

Faculty Scholarship at Penn Carey Law

No abstract provided.

Corporate Finance, Corporate Law And Finance Theory, Peter H. Huang, Michael S. Knoll

Faculty Scholarship at Penn Carey Law

No abstract provided.

The Scope Of Private Securities Litigation: In Search Of Liability Standards For Secondary Defendants, Jill E. Fisch

Faculty Scholarship at Penn Carey Law

Recent federal court decisions have struggled to apply the Supreme Court's decision in Central Bank v. First Interstate to determine when outside professionals should be held liable as primary violators under section IO(b) of the Securities Exchange Act. In keeping with the Court's current interpretive methodology, Central Bank and its progeny employ a textualist approach. In this Article, Professor Fisch argues that literal textualism is an inappropriate approach for interpreting the federal securities laws generally and misguided in light of legislative developments post-dating the Central Bank decision. Instead, Professor Fisch advocates an approach that weighs Congress 's recent endorsement of …

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

Faculty Scholarship at Penn Carey Law

No abstract provided.

Taking Boards Seriously, Jill E. Fisch

Faculty Scholarship at Penn Carey Law

No abstract provided.

Questioning Philanthropy From A Corporate Governance Perspective, Jill E. Fisch

Faculty Scholarship at Penn Carey Law

No abstract provided.

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

Faculty Scholarship at Penn Carey Law

No abstract provided.

Relationship Investing: Will It Happen? Will It Work?, Jill E. Fisch

Faculty Scholarship at Penn Carey Law

No abstract provided.

From Legitimacy To Logic: Reconstructing Proxy Regulation, Jill E. Fisch

Faculty Scholarship at Penn Carey Law

No abstract provided.

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

Faculty Scholarship at Penn Carey Law

No abstract provided.