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Full-Text Articles in Law

For Haven's Sake: Reflections On Inversion Transactions, Reuven S. Avi-Yonah Jun 2002

For Haven's Sake: Reflections On Inversion Transactions, Reuven S. Avi-Yonah

Articles

This article discusses “inversion” transactions, in which a publicly traded U.S. corporation becomes a subsidiary of a newly established tax haven parent corporation. In the last three years, an increasing number of these transactions have been taking place, undeterred by the shareholderlevel tax imposed by the IRS on them in 1994. The article first discusses the reasons for the increasing popularity of the transactions and the tax goals they aim at achieving (primarily avoiding subpart F and U.S. earnings stripping). The article then discusses the tax policy implications of these transactions. In the short run, the article suggests ...


The Beginning Of Herstory For Corporate Law, Kellye Y. Testy Jan 2002

The Beginning Of Herstory For Corporate Law, Kellye Y. Testy

Articles

In The Gender Implications of Corporate Governance Change, Janis Sarra presents what has until now seemed oxymoronic to many: a feminist economic analysis of corporate governance in the global marketplace. In so doing, she joins a growing chorus of corporate governance scholars who are seeking to advance an alternative vision to the neoclassical, shareholder-centered model that is not only dominant in the United States, but is also widely exported-even to nations that do not share similar institutional configurations that support such a model. This diverse group of scholars--whose approaches have been labeled variously as "progressive," "communitarian," and "socio-economic,"--do not ...


Linking Progressive Corporate Law With Progressive Social Movements, Kellye Y. Testy Jan 2002

Linking Progressive Corporate Law With Progressive Social Movements, Kellye Y. Testy

Articles

Professor Testy critically assesses what has been termed a "new" corporate social responsibility project After noting the hegemony of shareholder primacy in corporate law, she critiques four major counter-hegemonic discourses: team production theory, corporate social accountabiity, stakeholder theory, and corporate social responsibility (or progressive corporate law). Finding the first three ineffective foils for the problems of corporate power that have spurred calls for reform, she turns to an examination of the progressive corporate law project. That project, presently poised at a defining juncture as it attempts to use the "master's tools" to "dismantle the master's house," nonetheless holds ...


Commentary: Convergence As Movement: Toward A Counter-Hegemonic Approach To Corporate Governance, Kellye Y. Testy Jan 2002

Commentary: Convergence As Movement: Toward A Counter-Hegemonic Approach To Corporate Governance, Kellye Y. Testy

Articles

No abstract provided.


Stakeholder Protection In Germany And Japan, Mark J. Loewenstein Jan 2002

Stakeholder Protection In Germany And Japan, Mark J. Loewenstein

Articles

This Essay considers the stakeholder debate in the context of the German and Japanese legal systems. Although, nominally, corporations in those countries must operate in the interests of shareholders, in fact nonshareholder constituencies have considerable influence on corporate decision makers. Of equal importance, weak securities markets and ineffective or nonexistent legal protections for shareholders are also important factors in strengthening the position of nonshareholder constituencies and freeing directors to consider their interests. Thus, the stakeholder debate is more of an issue in the United States and Britain, where more shareholder-centic models flourish.


A Control-Based Approach To Shareholder Liability For Corporate Torts, Nina A. Mendelson Jan 2002

A Control-Based Approach To Shareholder Liability For Corporate Torts, Nina A. Mendelson

Articles

Some commentators defend limited shareholder liability for torts and statutory violations as efficient, even though it encourages corporations to overinvest in and to externalize the costs of risky activity. Others propose pro rata unlimited shareholder liability for corporate torts. Both approaches, however, fail to account fully for qualitative differences among shareholders. Controlling shareholders, in particular, may have lower information costs, greater influence over managerial decisionmaking, and greater ability to benefit from corporate activity. This Article develops a control-based approach to shareholder liability. It first explores several differences among shareholders. For example, a controlling shareholder can more easily curb managerial risk ...


Form And Substance In Cyberspace, A. Michael Froomkin Jan 2002

Form And Substance In Cyberspace, A. Michael Froomkin

Articles

In this Response to the preceding article by Joe Sims and Cynthia Bauerly, A. Michael Froomkin defends his earlier critique of ICANN. This Response first summarizes the arguments in Wrong Turn In Cyberspace, which explained why ICANN lacks procedural and substantive legitimacy. This Response focuses on how the U.S. government continues to assert control over the domain name system, and how this control violates the APA, the nondelegation doctrine as articulated by the Supreme Court in Carter Coal, and public policy. Professor Froomkin then proposes that ICANN's role be more narrowly focused away from policy making towards true ...


The Social Responsibility Of Large Multinational Corporations, Douglas M. Branson Jan 2002

The Social Responsibility Of Large Multinational Corporations, Douglas M. Branson

Articles

In the 1970s, legal scholars wrote extensively on the subject, as it was then known, "corporate social responsibility." Proposals surfaced for pubic interest directors, mandatory social accounting and disclosure, increased use of Security Exchange Commission (SEC) shareholder proxy proposals, federal minimum debate was eclipsed completely by the law and economics movement of the 1980s. Now, in the new century, the inquiry into social responsibility of large corporations has begun anew. This article is an attempt to take that inquiry, or debate, and place it in the international context.

I have four stories to tell. First is that much of the ...


The Rule That Isn't A Rule - The Business Judgment Rule, Douglas M. Branson Jan 2002

The Rule That Isn't A Rule - The Business Judgment Rule, Douglas M. Branson

Articles

On a doctrinal basis, few areas of corporate law are more confused then the duty of care applicable to corporate officials and its handmaiden, the business judgment rule. The tendency of many scholars and practitioners has been to collapse the duty of care into the business judgment rule, as Professor Stuart Cohn pointed out more than a decade ago. The business judgment rule is a separate legal construct that is related to, but separate from, the duty of care and one which protects only proactive and not somnambulant directors and officers. The business judgment rule stays at center stage for ...


Community Competence For Matters Of Judicial Cooperation At The Hague Conference On Private International Law: A View From The United States, Ronald A. Brand Jan 2002

Community Competence For Matters Of Judicial Cooperation At The Hague Conference On Private International Law: A View From The United States, Ronald A. Brand

Articles

The Amsterdam Treaty's introduction of Article 65 into the European Community Treaty took little time to achieve practical importance. In fact, the questions were practical as early as they were theoretical. A 1992 request by the United States that the Hague Conference on Private International Law negotiate a global convention on jurisdiction and the recognition of civil judgments resulted in a laboratory for the new-found competence of the Community. Thus, negotiations already underway--which included delegations from all 15 EU Member States--were affected significantly by the transfer of competence from those states to the Community institutions for matters under consideration ...