Open Access. Powered by Scholars. Published by Universities.®
- Keyword
-
- Entire Fairness (2)
- Executive compensation (2)
- Fair price (2)
- Fiduciary (2)
- Freezeout (2)
-
- Going private (2)
- 430 U.S. 243 (1977) (1)
- 501(c)(3) (1)
- Arbitration (1)
- Bad faith (1)
- Bakery & Confectionery Workers Union (1)
- Bankruptcy (1)
- Banks (1)
- Bitcoin (1)
- Cancer (1)
- Cash-out merger (1)
- Chancery (1)
- Chapter 11 (1)
- Clinical Trials (1)
- Collective bargaining agreement (1)
- Communities (1)
- Community Reinvestment Act (1)
- Competition (1)
- Controlling shareholder (1)
- Controlling stockholder (1)
- Corporate (1)
- Corporate advertising (1)
- Corporate foundation (1)
- Corporate giving (1)
- Corporate governance (1)
Articles 1 - 18 of 18
Full-Text Articles in Law
Boards In Information Governance, Faith Stevelman, Sarah C. Haan
Boards In Information Governance, Faith Stevelman, Sarah C. Haan
Articles & Chapters
No abstract provided.
Board Governance For The Twenty-First Century, Faith Stevelman, Sarah C. Haan
Board Governance For The Twenty-First Century, Faith Stevelman, Sarah C. Haan
Articles & Chapters
No abstract provided.
Cancer's Ip, Jacob S. Sherkow
Cancer's Ip, Jacob S. Sherkow
Articles & Chapters
The state of publicly funded science is in peril. Instead, new biomedical research efforts — in particular, the recent funding of a “Cancer Moonshot” — have focused on employing public-private partnerships, joint ventures between private industry and public agencies, as being more politically palatable. Yet, public-private partnerships like the Cancer Moonshot center on the production of public goods: scientific information. Using private incentives in this context presents numerous puzzles for both intellectual property law and information policy. This Article examines whether—and to what extent — intellectual property and information policy can be appropriately tailored to the goals of public-private partnerships. …
Contemplating The Gap-Filling Role Of Social Intrapreneurship, Tamara Belinfanti
Contemplating The Gap-Filling Role Of Social Intrapreneurship, Tamara Belinfanti
Articles & Chapters
Social intrapreneurs occupy an intersectional space within the large corporate form at the crossroads of innovation, profit, and social good. They are often described as "disruptive" because they devise new ways to tackle problems, usually social in nature, in a manner that disrupts traditional operating models or long-standing assumptions. Although much has been written about social intrapreneurs in managerial literature, legal literature has been silent. This Article reverses that trend and develops a theory of social intrapreneurship from a corporate law perspective. Specifically, this Article posits that social intrapreneurship in terms of praxis, characteristics, and process can be conceptualized as …
Bitcoin Financial Regulation: Securities, Derivatives, Prediction Markets, And Gambling, Jerry Brito, Houman B. Shadab, Andrea Castillo
Bitcoin Financial Regulation: Securities, Derivatives, Prediction Markets, And Gambling, Jerry Brito, Houman B. Shadab, Andrea Castillo
Articles & Chapters
The next major wave of Bitcoin regulation will likely be aimed at financial instruments, including securities and derivatives, as well as prediction markets and even gambling. While there are many easily regulated intermediaries when it comes to traditional securities and derivatives, emerging bitcoin denominated instruments rely much less on traditional intermediaries such as banks and securities exchanges. Additionally, the block chain technology that Bitcoin introduced for the first time makes completely decentralized markets and exchanges possible, thus eliminating the need for intermediaries in complex financial transactions. In this Article we survey the type of financial instruments and transactions that will …
Deconstructing Lyondell: Reconstructing Revlon, Lawrence Lederman
Deconstructing Lyondell: Reconstructing Revlon, Lawrence Lederman
Articles & Chapters
No abstract provided.
Regulatory Competition, Choice Of Forum And Delaware’S Stake In Corporate Law, Faith Stevelman
Regulatory Competition, Choice Of Forum And Delaware’S Stake In Corporate Law, Faith Stevelman
Articles & Chapters
As Delaware corporate law confronts the twenty-first-century global economy, the state's legislators and jurists are becoming sensitive to increased threats to the law's sustained preeminence. The increased presence of federal laws and regulations in areas of corporate governance traditionally allocated to the states has been widely noted. The growth of federal corporate law standards may be undermining Delaware's confidence in the sustained prosperity of its chartering business - which has been a vital source of revenues and prestige for Delaware, its equity courts, and especially its corporate bar. The Delaware Court of Chancery appears to be concerned about the emigration …
A Fair Price And A Fair Deal: On The Future Of 'Entire Fairness' In Freezeouts, Faith Stevelman
A Fair Price And A Fair Deal: On The Future Of 'Entire Fairness' In Freezeouts, Faith Stevelman
Articles & Chapters
Controlling shareholders can compel the sale of minorities’ shares in freezeouts, potentially to their financial detriment. To limit controllers’ opportunism and support the value of minorities’ investments, the Delaware supreme court has endorsed strong minority shareholder protections under the rubric of 'Entire Fairness' – the governing standard for cash-out mergers. However, the court of chancery has refused to apply Entire Fairness to tender offer freezeouts, and is advocating unifying freezeout doctrine around a looser, deferential standard of review. The influence of popular and Congressional concern over excess plaintiff lawyers’ fees and discovery costs is likely making itself felt, although the …
Foreword, Corporate Governance Five Years After Sarbanes-Oxley: Is There Real Change, Faith Stevelman
Foreword, Corporate Governance Five Years After Sarbanes-Oxley: Is There Real Change, Faith Stevelman
Articles & Chapters
No abstract provided.
Disney Examined; A Case Study In Corporate Governance And Ceo Succession, Lawrence Lederman
Disney Examined; A Case Study In Corporate Governance And Ceo Succession, Lawrence Lederman
Articles & Chapters
No abstract provided.
Going Private At The Intersection Of The Market And The Law, Faith Stevelman
Going Private At The Intersection Of The Market And The Law, Faith Stevelman
Articles & Chapters
Delaware's fiduciary doctrine governing going private transactions by controlling stockholders is presently in disarray. Controllers generally select between single step cash-out mergers and tender offers followed by short-form mergers to do these freezeouts, and they are subject to very different equitable standards depending on the format selected. Further disarray arises because the courts' longstanding commitment to strict scrutiny in freezeouts is in tension with the popular disfavor towards private class-action litigation. This disarray threatens minority investors' interests in freezeouts, and capital market values more broadly. First, the disparities in freezeout doctrine have encouraged controllers to arbitrage the legal standards for …
Deductibility Of Treble Damages Paid For Breach Of National Health Service Corps Scholarship Contracts: The Misuse Of I.R.C. 265(A)(1) In Stroud V. United States And Of The Origin Of The Claim Test In Keane V. Commissioner, Richard C.E. Beck
Articles & Chapters
A deduction for treble damages paid for breach of the taxpayer's National Health Service Corps medical service obligation was erroneously denied under IRC 265(a)(1) in 'Stroud v. US', 906 F. Supp. 990 (1995). The provision does not apply because taxpayer's damages were not a cost of earning a tax-exempt scholarship which had been received many years earlier, but rather a deductible cost of buying out one employment obligation in order to earn taxable income in another. The history of IRC 265(a)(1) is analyzed and criticized. In 'Keane v. CIR', 75 TCM 2046 (1998), the taxpayer's deduction for current interest on …
When The Endowment Tanks, Jeffrey J. Haas
Insider Guaranties In Bankruptcy: A Framework For Analysis, Marshall E. Tracht
Insider Guaranties In Bankruptcy: A Framework For Analysis, Marshall E. Tracht
Articles & Chapters
This article presents an economic analysis of insider guaranties in small business finance and bankruptcy, explaining their role in the panoply of legal and contractual devices used to control financial agency costs. It then uses this model to examine two areas of concern in the bankruptcy treatment of insider guaranties (the Deprizio preference problem and the enforceability of springing and exploding guaranties) and to explore some of the wider implications of insider guaranties for small business bankruptcy. Building on the fact that insider guaranties are typically used less to increase the assets available for repayment of the debt than to …
Pandora’S Box: Managerial Discretion And The Problem Of Corporate Philanthropy, Faith Stevelman
Pandora’S Box: Managerial Discretion And The Problem Of Corporate Philanthropy, Faith Stevelman
Articles & Chapters
Corporate giving to 501(c)(3) nonprofits (“charities”) is a more curious, varied and interesting phenomenon than commentators have recognized. Such “gifts” can be grouped generally into four categories. First, Giving to executives’ preferred charities represents an alternative form of compensation. Second, corporate philanthropy is often tied to the company’s commercial advertising, as a method of promoting consumer goodwill and sales. Thirdly, some corporate gifts may be motivated by their leaders’ desire to “give back” to the community, as an expression of corporate social responsibility. Finally, corporations may use contributions to politically enabled nonprofits, including think tanks and market-oriented/ “public interest” litigation …
Heavy Duty Ii: Forming A Business Entity In The United States, Aleta Estreicher, Warren Green
Heavy Duty Ii: Forming A Business Entity In The United States, Aleta Estreicher, Warren Green
Articles & Chapters
No abstract provided.
The New Community Reinvestment Act Regulations: An Attempt To Implement Performance-Based Standards, Richard D. Marsico
The New Community Reinvestment Act Regulations: An Attempt To Implement Performance-Based Standards, Richard D. Marsico
Articles & Chapters
On May 4, 1995, the federal banking regulatory agencies published new Community Reinvestment Act (CRA) regulations.' This culminated a process that began nearly two years earlier, in July 1993, when President Clinton called on the agencies to reform the CRA enforcement regime. The goal was to institute a regulatory scheme that emphasized lending performance over process, that was more objective and less subject to arbitrary interpretation, and that reduced unnecessary paperwork.2 With this presidential mandate, the agencies commenced a 21-month odyssey that included seven hearings around the country with more than 250 witnesses, two sets of proposed revisions to the …
Post-Contractual Arbitrability After Nolde Brothers: A Problem Of Conceptual Clarity, Arthur S. Leonard
Post-Contractual Arbitrability After Nolde Brothers: A Problem Of Conceptual Clarity, Arthur S. Leonard
Articles & Chapters
In Nolde Brothers, Inc. v. Local No. 358, Bakery & Confectionery Workers Union,' the Supreme Court held that a labor-management grievance dispute which arose after the expiration of a collective bargaining agreement might, under certain circumstances, be compulsorily arbitrable even though no successor agreement providing for arbitration had been entered into by the parties.2 In so holding, however, the Supreme Court was imprecise in articulating the factors underlying its determination,3 leaving to the lower courts and the National Labor Relations Board (Board) the considerable task of adopting the broadly phrased Nolde rationale-a presumption of continuing arbitrability- to differing situations where …