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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.
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.
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.
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.
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.
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.
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.
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.
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 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.
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.
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.
The Role Of Government Attorneys In Regulatory Agency Rulemaking, Thomas O. Mcgarity
The Role Of Government Attorneys In Regulatory Agency Rulemaking, Thomas O. Mcgarity
Law and Contemporary Problems
The many roles that agency lawyers can play in the internal processes of developing proposed rules and responding to public comments on those rules are 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.
Reallocating Interpretive Criminal-Lawmaking Power Within The Executive Branch, Dan M. Kahan
Reallocating Interpretive Criminal-Lawmaking Power Within The Executive Branch, Dan M. Kahan
Law and Contemporary Problems
A strategy for regaining control of federal criminal law, the reallocation of interpretive criminal law-making power within the Executive Branch, is discussed.
United States Attorneys — Whom Shall They Serve?, H. W. Perry Jr.
United States Attorneys — Whom Shall They Serve?, H. W. Perry Jr.
Law and Contemporary Problems
Perry examines the fidelity of US Attorneys in a new light and provides a way to consider them more broadly.
Solving The Chevron Puzzle, Linda R. Cohen, Matthew L. Spitzer
Solving The Chevron Puzzle, Linda R. Cohen, Matthew L. Spitzer
Law and Contemporary Problems
The "Chevron" decision, which boils down to the rule that federal courts must respect any reasonable interpretation by an administrative agency of its own statute, is discussed. This decision and its relationship to the modern system of administrative government in the US is examined.
At The President’S Side: The Role Of The White House Counsel In Constitutional Policy, Jeremy Rabkin
At The President’S Side: The Role Of The White House Counsel In Constitutional Policy, Jeremy Rabkin
Law and Contemporary Problems
The suicide of the Deputy Counsel Vincent Foster focused new attention on the office of White House Counsel. The role of the counsel in constitutional policy is discussed.
Exit Rights Under Federalism, Richard A. Epstein
Exit Rights Under Federalism, Richard A. Epstein
Law and Contemporary Problems
Exit rights and their self-help nature are discussed. State and federal courts should not allow state or provincial governments to destroy these important protections of individual property rights.