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Full-Text Articles in Law
Comply-And-Explain: Should Directors Have A Duty To Inform?, John C. Wilcox
Comply-And-Explain: Should Directors Have A Duty To Inform?, John C. Wilcox
Law and Contemporary Problems
Wilcox discusses the compliance of the duty to inform of directors of publicly held companies. The expected long-term impact of a duty to inform would be to "operationalize" corporate governance policies and accustom boards to provide greater transparency about their deliberations and decisions on matters relating to governance, business oversight, and strategy. Regardless of whether a directors' duty to inform can be inferred from the Model Business Corporation Act or other provisions of state law, it could be implemented through the adoption of a charter or bylaw amendment initiated by the board or by shareholders.
The 1970s: The Committee On Corporate Laws Joins The Corporate Governance Debate, Marshall L. Small
The 1970s: The Committee On Corporate Laws Joins The Corporate Governance Debate, Marshall L. Small
Law and Contemporary Problems
No abstract provided.
Safe Harbor For Officer Reliance: Comparing The Approaches Of The Model Business Corporation Act And Delaware’S General Corporation Law, R. Franklin Balotti, Megan W. Shaner
Safe Harbor For Officer Reliance: Comparing The Approaches Of The Model Business Corporation Act And Delaware’S General Corporation Law, R. Franklin Balotti, Megan W. Shaner
Law and Contemporary Problems
Balotti and Shaner discuss the duties of and potential for imposing liability on corporate officers. The fiduciary duties of officers is addressed, in differing degrees, under Delaware law, the law frequently applied to corporate-governance disputes, and under the Model Business Corporation Act (MBCA). In discharging their fiduciary duties, directors under both the MBCA and the General Corporation Law are generally protected from personal liability if, in making business decisions, they reasonably rely on the reports and records of officers, employees, advisors, and experts of the corporation.
Director Confidentiality, Cyril Moscow
Director Confidentiality, Cyril Moscow
Law and Contemporary Problems
The Corporate Directors Guidebook contains the bare proposition that a director must keep confidential all matters involving the corporation that have not been disclosed to the public. Moscow explores the need to modify the flat recitation of a rule of director confidentiality in light of the limited authority for a blanket restriction, and the necessary exceptions in the business contexts in which the issue arises. In particular, many situations do not involve damage to the corporation, or there is express or implied consent to the sharing of information.
Protecting Shareholder Access To Director Elections: A Response To Ca, Inc. V. Afscme Urging The Adoption Of A Blasius Standard Of Review For The Exercise Of A Fiduciary-Out Clause, Christopher Fawal
Duke Law Journal
The shareholder's role in corporate management is evolving. In CA, Inc. v. AFSCME, the Delaware Supreme Court likely expanded that role in a ruling that signals the potential for greater shareholder access to the corporate boardroom and enhanced director accountability. The court determined that a shareholder proposal to mandate reimbursement of certain board of director candidates was a proper subject for shareholder bylaws. But the court also held that the particular bylaw in question did not preserve the board's ability to exercise its fiduciary duties and, therefore, violated Delaware law. Future bylaws governing director nominations and elections are likely to …
Delegating To International Courts: Self-Binding Vs. Other-Binding Delegation, Karen J. Alter
Delegating To International Courts: Self-Binding Vs. Other-Binding Delegation, Karen J. Alter
Law and Contemporary Problems
Alter highlights the diverse nature of international delegations to courts. She argues that the roles and tasks delegated to international courts increasingly mimic in form and content the broad variety of tasks delegated to courts in liberal democracies, but that delegating these tasks to international courts is fundamentally different than delegating them to domestic courts because of the implications for national sovereignty. Whereas international courts were initially established to be dispute-resolution bodies, they now also perform administrative review, enforcement, and even constitutional review. Alter explains how each of these judicial roles binds other actors, binds states, or both.
Is The Office Closed? The Role Of The Office Of Victims’ Rights After Cooper V. District Court, Richard Allen
Is The Office Closed? The Role Of The Office Of Victims’ Rights After Cooper V. District Court, Richard Allen
Alaska Law Review
No abstract provided.
Judicial Schizophrenia In Corporate Law: Confusing The Standard Of Care With The Business Judgment Rule, Fred W. Triem
Judicial Schizophrenia In Corporate Law: Confusing The Standard Of Care With The Business Judgment Rule, Fred W. Triem
Alaska Law Review
No abstract provided.
“Indian Country” And The Nature And Scope Of Tribal Self-Government In Alaska, Geoffrey D. Strommer, Stephen D. Osborne
“Indian Country” And The Nature And Scope Of Tribal Self-Government In Alaska, Geoffrey D. Strommer, Stephen D. Osborne
Alaska Law Review
No abstract provided.
The Proceedings Of The European Ombudsman, Simone Cadeddu
The Proceedings Of The European Ombudsman, Simone Cadeddu
Law and Contemporary Problems
Given the severe institutional shortcomings of the European Ombudsman and the poor understanding of his duties among European citizens, the Ombudsman's information strategy does not appear to have been very effective so far. With dedication and activism, the Ombudsman continues to travel tirelessly year after year, participating in conferences, seminars, meetings, and visits with officials of Community and national institutions in all of the 25 Member States.
Discretion And The Criminalization Of Environmental Law, Charles J. Babbitt, Dennis C. Cory, Beth L. Kruchek
Discretion And The Criminalization Of Environmental Law, Charles J. Babbitt, Dennis C. Cory, Beth L. Kruchek
Duke Environmental Law & Policy Forum
No abstract provided.
Use Of Lawyer-Client Privileged Information By In-House Counsel Whistleblowers In Their Own Retaliatory Discharge Actions Under The Environmental Laws, David A. Drachsler
Use Of Lawyer-Client Privileged Information By In-House Counsel Whistleblowers In Their Own Retaliatory Discharge Actions Under The Environmental Laws, David A. Drachsler
Duke Environmental Law & Policy Forum
No abstract provided.
The Law And Economics Of Disability Accommodations, Michael Ashley Stein
The Law And Economics Of Disability Accommodations, Michael Ashley Stein
Duke Law Journal
The Americans with Disabilities Act provides a clear mandate that disabled workers be provided with "reasonable" accommodations, but does not meaningfully articulate the standards by which reasonableness ought to be measured. Until now, neither courts nor commentators have provided a systematic model for analyzing accommodation claims. This Article articulates an initial law and economics framework for analyzing disability-related accommodations. In doing so, it demonstrates how accommodations span a cost continuum that can be divided into areas of Wholly Efficient and Semi-Efficient Accommodations to be funded by private employers, Social Benefit Gain Efficient Accommodations where the costs should be borne by …
The Laws Of Securities Lawyering After Sarbanes-Oxley, Dongju Song
The Laws Of Securities Lawyering After Sarbanes-Oxley, Dongju Song
Duke Law Journal
No abstract provided.
John V. Baker And The Jurisdiction Of Tribal Sovereigns Without Territorial Reach, David M. Blurton
John V. Baker And The Jurisdiction Of Tribal Sovereigns Without Territorial Reach, David M. Blurton
Alaska Law Review
No abstract provided.
The Case For Jury Sentencing, Morris B. Hoffman
The Case For Jury Sentencing, Morris B. Hoffman
Duke Law Journal
There are powerful historical, constitutional, empirical, and policy justifications for a return to the practice of having juries, not judges, impose sentences in criminal cases. The fact that Americans inherited from the English a mild preference for judge sentencing was more a historical accident than a case of thoughtful policy. Jury sentencing became quite widespread in the colonial and postcolonial eras as a reflection of deep-seated mistrust of the judiciary. The gradual drift away from jury sentencing was driven not by a new-found faith in the judiciary, but rather by the now discredited paradigm of rehabilitationism. Now that that paradigm …
Terrorism On Trial: The President’S Constitutional Authority To Order The Prosecution Of Suspected Terrorists By Military Commission, Christopher M. Evans
Terrorism On Trial: The President’S Constitutional Authority To Order The Prosecution Of Suspected Terrorists By Military Commission, Christopher M. Evans
Duke Law Journal
No abstract provided.
Judging Rules, Ruling Judges, Stephen C. Yeazell
Judging Rules, Ruling Judges, Stephen C. Yeazell
Law and Contemporary Problems
Bureaucracy and complexity are not pejorative terms, but they are limiting terms, and it makes sense to examine the limitations that inhere in them. The US needs to return from a system of judicially created rules back to a system of judicially scrutinized rules.
Interbranch Accountability In State Government And The Constitutional Requirement Of Judicial Independence, Peter M. Shane
Interbranch Accountability In State Government And The Constitutional Requirement Of Judicial Independence, Peter M. Shane
Law and Contemporary Problems
No abstract provided.
Judicial Independence And Democratic Accountability In Highest State Courts, Paul D. Carrington
Judicial Independence And Democratic Accountability In Highest State Courts, Paul D. Carrington
Law and Contemporary Problems
Carrington notes that because judges in trial and intermediate courts are accountable to highest courts, it is the latter that are responsible for keeping the faith with democratic traditions.
High-Level, “Tenured” Lawyers, Thomas W. Merrill
High-Level, “Tenured” Lawyers, Thomas W. Merrill
Law and Contemporary Problems
Civil service lawyers have rights similar to tenured professors and are utilized to identify and evaluate the most plausible justifications for using tenured lawyers to perform high-level tasks within the executive branch.
The President As Client And The Ethics Of The President’S Lawyers, Nelson Lund
The President As Client And The Ethics Of The President’S Lawyers, Nelson Lund
Law and Contemporary Problems
The ethics and control of politically appointed lawyers are discussed.
The Internal Relations Of Government: Cautionary Tales From Inside The Black Box, Peter L. Strauss
The Internal Relations Of Government: Cautionary Tales From Inside The Black Box, Peter L. Strauss
Law and Contemporary Problems
Strauss attempts to explore some of the problems evinced by difficult government attorneys' relations in dealing with other government agenicies.
The Senate And House Counsel Offices: Dilemmas Of Representing In Court The Institutional Congressional Client, Charles Tiefer
The Senate And House Counsel Offices: Dilemmas Of Representing In Court The Institutional Congressional Client, Charles Tiefer
Law and Contemporary Problems
Two clusters of issues regarding institutional representation of Congress are examined.
The Role Of The Attorney-Adviser In The U.S. Department Of State: Institutional Arrangements And Structural Imperatives, Michael K. Young
The Role Of The Attorney-Adviser In The U.S. Department Of State: Institutional Arrangements And Structural Imperatives, Michael K. Young
Law and Contemporary Problems
Young provides information about the structural and institutional imperatives that constrain and shape the work of the Attorney-adviser and offers some rudimentary thoughts about what is needed to understand it better.
The Ethics Of Representing Elected Representatives, Kathleen Clark
The Ethics Of Representing Elected Representatives, Kathleen Clark
Law and Contemporary Problems
Clark attempts to sketch out the work of several different types of legislative lawyers. He suggests that the role of lawyers who work for individual legislators may be similar to that of Executive Branch lawyers.
Hell, Handbaskets, And Government Lawyers: The Duty Of Loyalty And Its Limits, Michael Stokes Paulsen
Hell, Handbaskets, And Government Lawyers: The Duty Of Loyalty And Its Limits, Michael Stokes Paulsen
Law and Contemporary Problems
Paulsen provides an autobiographical and a conjectural account of cases of personal and professional dilemmas of government lawyers.
The Solicitor General And The Interests Of The United States, David A. Strauss
The Solicitor General And The Interests Of The United States, David A. Strauss
Law and Contemporary Problems
Strauss examines the institutional and administration approach to the issue of the Solicitor General's involvement in legal questions not directly involving the federal government.
The Battle That Never Was: Congress, The White House, And Agency Litigation Authority, Neal Devins, Michael Herz
The Battle That Never Was: Congress, The White House, And Agency Litigation Authority, Neal Devins, Michael Herz
Law and Contemporary Problems
Department of Justice control of government litigation is discussed.
Creating Law At The Securities And Exchange Commission: The Lawyer As Prosecutor, Roberta S. Karmel
Creating Law At The Securities And Exchange Commission: The Lawyer As Prosecutor, Roberta S. Karmel
Law and Contemporary Problems
Karmel discusses the role of the SEC prosecutor in the context of the ethical obligations of a government lawyer when expanding the SEC's authority through the development of new legal theories.