Open Access. Powered by Scholars. Published by Universities.®
- Discipline
- Institution
Articles 1 - 13 of 13
Full-Text Articles in Law
Brief Of Amica Curiae Deborah A. Demott In Support Of Petitioner, Deborah A. Demott
Brief Of Amica Curiae Deborah A. Demott In Support Of Petitioner, Deborah A. Demott
Faculty Scholarship
No abstract provided.
Agents And Advisors, Deborah A. Demott
Fiduciary Duties On The Temporal Edges Of Agency Relationships, Deborah A. Demott
Fiduciary Duties On The Temporal Edges Of Agency Relationships, Deborah A. Demott
Faculty Scholarship
The duties that principals and agents owe each other are typically coterminous with the agency relationship itself. But sometimes temporal lines of clean demarcation do less work. The Chapter identifies situations in which an agent may owe duties—including fiduciary duties—to the principal prior to the formal start of their relationship, including any enforceable contract between the parties. Likewise, not all duties that agents and principals owe each other end with the relationship. The Chapter explores the rationales for duties at the temporal peripheries for an agency relationship and the extent to which they are derived from doctrines distinct from agency …
Fiduciary Contours: Perspectives On Mutual Funds And Private Funds, Deborah A. Demott
Fiduciary Contours: Perspectives On Mutual Funds And Private Funds, Deborah A. Demott
Faculty Scholarship
The thesis of this essay, written as a chapter in a forthcoming book, is that in the mutual fund context, the specifics of fiduciary duty reflect the distinctive qualities of this form of investment in securities. The particular contours that shape fiduciary duty reflect many factors, including the highly prescriptive regulatory context distinctively applicable to mutual funds. To sharpen its depiction of the fiduciary distinctiveness of mutual funds, I draw contrasts with two other avenues through which an investor may delegate investment choice: (1) "private" funds, that is, vehicles for pooled investments that are not subject to the full regulatory …
Defining Agency And Its Scope (Ii), Deborah A. Demott
Defining Agency And Its Scope (Ii), Deborah A. Demott
Faculty Scholarship
Fiduciary law necessarily raises issues of delineation and demarcation, which this paper demonstrates through examples involving common-law agents. Serving as an agent, and thus as a fiduciary, does not necessarily mean that agency law prescribes all duties that the agent owes the principal. The agent may have rights external to the relationship that the agent may exercise, distinct from the duty of loyalty owed the principal. When an agent acts outside the bounds of an agency relationship, the principal’s consent is not requisite to conduct that would constitute disloyalty within the bounds of the agency relationship. The paper illustrates the …
Relationships Of Trust And Confidence In The Workplace, Deborah A. Demott
Relationships Of Trust And Confidence In The Workplace, Deborah A. Demott
Faculty Scholarship
No abstract provided.
Agency In The Alternatives: Common-Law Perspectives On Binding The Firm, Deborah A. Demott
Agency In The Alternatives: Common-Law Perspectives On Binding The Firm, Deborah A. Demott
Faculty Scholarship
This chapter in a forthcoming book examines the external aspects of agency law in the context of unincorporated firms, that is, the capacity of actors associated a firm to bind it to the legal consequences of interactions with third parties. The chapter focuses in particular on the impact of acts done by a representative for which the representative lacked actual authority. The chapter differentiates the terminology and concepts associated with partnership law from the common law of agency, in particular, a partner's capacity to bind the firm albeit the partner lacks actual authority, which the chapter terms the partner's "positional …
The Evolution Of Codification: A Principal-Agent Theory Of The International Law Commission's Influence, Laurence R. Helfer, Timothy Meyer
The Evolution Of Codification: A Principal-Agent Theory Of The International Law Commission's Influence, Laurence R. Helfer, Timothy Meyer
Faculty Scholarship
The International Law Commission has a mandate from the U.N. General Assembly to codify and progressively develop international law. For most of the ILC’s history, the lion’s share of its work took the form of draft articles adopted by the General Assembly as the basis for multilateral conventions. The ILC’s activities received their principal legal effect during this period through the United Nations treaty-making process, rather than directly on the basis of the ILC’s analysis of what customary international law does or should require. In recent decades, however, the ILC has turned to other outputs—such as principles, conclusions and draft …
Forum-Selection Bylaws Refracted Through An Agency Lens, Deborah A. Demott
Forum-Selection Bylaws Refracted Through An Agency Lens, Deborah A. Demott
Faculty Scholarship
Both praise and controversy surround director-adopted bylaws that affect shareholders' litigation rights. Recent bylaws specify an exclusive forum for litigation of corporate governance claims, limit shareholder claims to resolution through arbitration, and (most controversially) impose a one-way regime of fee shifting on shareholder litigants. To one degree or another, courts have legitimated each development, while commentators differ in their assessments. This Article brings into clear focus issues so far blurred in debates surrounding these types of bylaws. Focusing on forum-selection bylaws, and on Delaware precedents, I argue that beginning from the standpoint of common law agency reveals the attenuated and …
The Contours And Composition Of Agency Doctrine: Perspectives From History And Theory On Inherent Agency Power, Deborah A. Demott
The Contours And Composition Of Agency Doctrine: Perspectives From History And Theory On Inherent Agency Power, Deborah A. Demott
Faculty Scholarship
This Essay explores the history of formulations of agency doctrine, arguing that agency law can best be rationalized as a distinctive subject by recognizing that an agent acts as an extension of the principal. The Essay relies on historical material related to the drafting of the Restatements of Agency, the disagreements among Reporters and other participants about the contours agency law, and the intellectual backdrop against which these experts worked. Their disputes, preceded as they were by challenges to the fundamental coherence of agency law, led to successive formulations of agency doctrine; while attempting to provide a comprehensive level of …
Brief Of Amica Curiae, Deborah A. Demott In Support Of The Petitioner, Maples V. Thomas, Deborah A. Demott
Brief Of Amica Curiae, Deborah A. Demott In Support Of The Petitioner, Maples V. Thomas, Deborah A. Demott
Faculty Scholarship
No abstract provided.
Ratification: Useful But Uneven, Deborah A. Demott
Ratification: Useful But Uneven, Deborah A. Demott
Faculty Scholarship
Ratification permits a principal to determine to be bound by the legal consequences of action taken by an agent after the fact of the agent’s conduct when the principal would otherwise not be bound. By ratifying a principal may clarify the effects of uncertainty, furnishing reassurance to the agent, the third party with whom the agent dealt, and other parties interested in the status of the transaction. However, at the point the principal decides whether to ratify, the principal knows facts not known to agent and third party at the time of the agent’s unauthorised transaction, in particular subsequent developments …
Senior Corporate Officers And The Duty Of Candor: Do The Ceo And Dfo Have A Duty To Inform?, Z. Jill Barclift
Senior Corporate Officers And The Duty Of Candor: Do The Ceo And Dfo Have A Duty To Inform?, Z. Jill Barclift
Faculty Scholarship
This article focuses on the duty to inform as a framework to assess liability of senior officers of public companies who withhold information from directors. The broadening of the definition of the duty to inform that senior officers owe directors to include an underlying affirmative duty to provide information, even when director or shareholder action is not requested, offers an opportunity for greater monitoring of corporate governance by focusing on those often most culpable. Currently, the plain language of Delaware’s delegation of authority statute protects directors who reasonably rely in good faith on the reports of corporate officers. However, officers’ …