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Full-Text Articles in Law

The Reform Of The Corporate Duty Of Care In China -- From The Introspection Of Delaware And Taiwan, Jui-Chien Cheng Aug 2015

The Reform Of The Corporate Duty Of Care In China -- From The Introspection Of Delaware And Taiwan, Jui-Chien Cheng

Maurer Theses and Dissertations

The concept of fiduciary duty, derived from common law, was introduced to the Company Law of People’s Republic of China in 2005. The fiduciary duty plays an extremely important role in common law, particularly in U.S. corporate law. For this reason, one might have expected dramatic consequences from its introduction to Chinese law. In reality, however, few fiduciary lawsuits have been brought to the courts of China since 2005. There are three main reasons for the rarity of due care lawsuits.

First, Chinese fiduciary law has neither clear content nor a practical enforcement. This is especially true of ...


Independent Directors And Shared Board Control In Venture Finance, Brian J. Broughman Jan 2013

Independent Directors And Shared Board Control In Venture Finance, Brian J. Broughman

Articles by Maurer Faculty

In most VC-backed firms neither the entrepreneurs nor the VC investors control the board. Instead control is typically shared with a mutually appointed independent director holding the tie-breaking seat. Contract theory, which treats control as an indivisible right held by one party, does not have a good explanation for this practice. Using a bargaining game similar to final offer arbitration, I show that an independent director as tie-breaker can reduce holdup by moderating each party’s ex post threat position, potentially expanding the range of firms which receive external financing. This project contributes to the literature on incomplete contracting and ...


The Sec Staff's "Cybersecurity Disclosure" Guidance: Will It Help Investors Or Cyber-Thieves More?, Sarah Jane Hughes, Roland L. Trope Jan 2011

The Sec Staff's "Cybersecurity Disclosure" Guidance: Will It Help Investors Or Cyber-Thieves More?, Sarah Jane Hughes, Roland L. Trope

Articles by Maurer Faculty

No abstract provided.


Enforcing The Fundamental Premises Of Partnership Taxation, Rebecca S. Rudnick Jan 1993

Enforcing The Fundamental Premises Of Partnership Taxation, Rebecca S. Rudnick

Articles by Maurer Faculty

No abstract provided.


Who Should Pay The Corporate Tax In A Flat Tax World?, Rebecca S. Rudnick Jan 1989

Who Should Pay The Corporate Tax In A Flat Tax World?, Rebecca S. Rudnick

Articles by Maurer Faculty

This article reviews the corporate tax system within the context of the historical bias and current effects of the current system of taxation of corporations and shareholders. Drawing on public finance theory, financial markets microstructure research, and perspectives on corporate governance, Professor Rudnick proposes a profits tax on the liquid equity of firms. She finds this to be a normative rationale for a double tax system under optimal tax principles due to the inelasticity of demand for and supply of liquidity and the economic rent it produces. The value of liquidity in different capital markets is the crucial determinate. Under ...


Commercial Paper: An Exempted Security Under Section 3 (A) (3) Of The Securities Act Of 1933, J. William Hicks Jan 1976

Commercial Paper: An Exempted Security Under Section 3 (A) (3) Of The Securities Act Of 1933, J. William Hicks

Articles by Maurer Faculty

No abstract provided.


Recapitalizations Under Section 3 (A) (9) Of The Securities Act Of 1933, J. William Hicks Jan 1975

Recapitalizations Under Section 3 (A) (9) Of The Securities Act Of 1933, J. William Hicks

Articles by Maurer Faculty

No abstract provided.


Intrastate Offerings Under Rule 147, J. William Hicks Jan 1974

Intrastate Offerings Under Rule 147, J. William Hicks

Articles by Maurer Faculty

No abstract provided.