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2019

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Full-Text Articles in Law

Corporate Governance And Institutional Investors: Proxy Voting Behavior After The Stewardship Code (コーポレートガバナンスと機関投資家―スチュワードシップコード改訂後の議決権行使の状況について), Mari Yamauchi, Toru Yoshikawa Dec 2019

Corporate Governance And Institutional Investors: Proxy Voting Behavior After The Stewardship Code (コーポレートガバナンスと機関投資家―スチュワードシップコード改訂後の議決権行使の状況について), Mari Yamauchi, Toru Yoshikawa

Research Collection Lee Kong Chian School Of Business

本稿では,日本版スチュワードシップコードの改訂により始まった機関投資家 による議決権行使の結果について,投資家のタイプごとに分析し,どのような投 資家がどのような会社提案議案についてより多くの反対票を投じているかについ て検討した。先行研究に従えば,資産運用会社のように投資先企業とアームズレ ングスの関係を持つ投資家は,保険会社のように投資先企業とビジネス上の関係 を持つ投資家と比較すると,会社側提案に対して異議を唱える可能性が高いとさ れる。また,株式持ち合いなど日本的背景を考慮すると,日本においては,外資 系投資家の方が国内の投資家に比べて,会社提案に対して反対票を投じる可能性 が高いことも予想される。2018年度の議決権行使の結果を分析したところ,ほぼ 先行研究と同じ結果が得られ,業種で分類した場合,資産運用会社の方が生損保 のような保険会社より反対票の比率が高いこと,資本国籍で分類すると,外資投 資家の方が買収防衛策の導入や退任役員への退職慰労金の支給など特定の項目に ついて,日系の投資家に比べて反対率が高いことが確認された。


Law Library Blog (November 2019): Legal Beagle's Blog Archive, Roger Williams University School Of Law Nov 2019

Law Library Blog (November 2019): Legal Beagle's Blog Archive, Roger Williams University School Of Law

Law Library Newsletters/Blog

No abstract provided.


A New Associate’S Field Guide To Partner Compensation, Joseph A. Schremmer Oct 2019

A New Associate’S Field Guide To Partner Compensation, Joseph A. Schremmer

Faculty Scholarship

This article surveys three broad models of income and expense allocation regarding law firm compensation for partners: the true partnership model; the modified partnership model; and the eat-what-you-kill model. The goal is for young lawyers to understand the fundamental differences among these compensation models even as there are myriad ways to allocate income and expenses.


Spectator Free Speech: Is The Right To Cheer A First Amendment Free Speech Right?, Bruce Haller Oct 2019

Spectator Free Speech: Is The Right To Cheer A First Amendment Free Speech Right?, Bruce Haller

Faculty Works: Business (1973-2022)

This paper explores the parameters of the limits of sport spectator under current law. The nature of the venue will be examined. The difference between the arena of a public university, an arena subsidized by public funds or tax incentives, and a privately owned stadium will be compared and analyzed. Paying customers in a place of public accommodation have the right to speak, be heard and not have to hear offensive speech. Is there an assumption of risk involved in the foreseeability of what is known or culturally expected to occur in the sports or entertainment facility? Should a patron …


Law School News: Throw Out The Old Thinking 9-30-2019, Michael M. Bowden Sep 2019

Law School News: Throw Out The Old Thinking 9-30-2019, Michael M. Bowden

Life of the Law School (1993- )

No abstract provided.


Toward Fair And Sustainable Capitalism: A Comprehensive Proposal To Help American Workers, Restore Fair Gainsharing Between Employees And Shareholders, And Increase American Competitiveness By Reorienting Our Corporate Governance System Toward Sustainable Long-Term Growth And Encouraging Investments In America’S Future, Leo E. Strine Jr. Sep 2019

Toward Fair And Sustainable Capitalism: A Comprehensive Proposal To Help American Workers, Restore Fair Gainsharing Between Employees And Shareholders, And Increase American Competitiveness By Reorienting Our Corporate Governance System Toward Sustainable Long-Term Growth And Encouraging Investments In America’S Future, Leo E. Strine Jr.

All Faculty Scholarship

To promote fair and sustainable capitalism and help business and labor work together to build an American economy that works for all, this paper presents a comprehensive proposal to reform the American corporate governance system by aligning the incentives of those who control large U.S. corporations with the interests of working Americans who must put their hard-earned savings in mutual funds in their 401(k) and 529 plans. The proposal would achieve this through a series of measured, coherent changes to current laws and regulations, including: requiring not just operating companies, but institutional investors, to give appropriate consideration to and make …


The Reverse Agency Problem In The Age Of Compliance, Asaf Eckstein, Gideon Parchomovsky Sep 2019

The Reverse Agency Problem In The Age Of Compliance, Asaf Eckstein, Gideon Parchomovsky

All Faculty Scholarship

The agency problem, the idea that corporate directors and officers are motivated to prioritize their self-interest over the interest of their corporation, has had long-lasting impact on corporate law theory and practice. In recent years, however, as federal agencies have stepped up enforcement efforts against corporations, a new problem that is the mirror image of the agency problem has surfaced—the reverse agency problem. The surge in criminal investigations against corporations, combined with the rising popularity of settlement mechanisms including Pretrial Diversion Agreements (PDAs), and corporate plea agreements, has led corporations to sacrifice directors and officers in order to reach settlements …


Law School News: Remembering Rwu Laws Founding Dean 9-10-2019, Roger Williams University School Of Law Sep 2019

Law School News: Remembering Rwu Laws Founding Dean 9-10-2019, Roger Williams University School Of Law

Life of the Law School (1993- )

No abstract provided.


Redefining Leadership In The Age Of The Sdgs: Accelerating And Scaling Up Delivery Through Innovation And Inclusion, Phumzile Mlambo-Ngcuka, Rangita De Silva De Alwis Aug 2019

Redefining Leadership In The Age Of The Sdgs: Accelerating And Scaling Up Delivery Through Innovation And Inclusion, Phumzile Mlambo-Ngcuka, Rangita De Silva De Alwis

All Faculty Scholarship

In 2015 the United Nations adopted seventeen Sustainable Development Goals (SDGs) to promote prosperity while protecting the environment. Our research examines how the SDGs, considered the grandest vision for sustainable development for the world, can be accelerated by ambitious leaders in the field of innovation. Through careful selection based on the type of industry, scale, impact, and diversity, we study a cohort of bold leaders who are shaping a brave new world. In turn, the urgent charge of the SDGs provides a platform and an innovation lab to incubate new ideas for inclusion and technologies.


Public Relations Litigation, Kishanthi Parella Jul 2019

Public Relations Litigation, Kishanthi Parella

Scholarly Articles

Conventional wisdom holds that lawsuits harm a corporation’s reputation. So why do corporations and other businesses litigate even when they will likely lose in the court of law and the court of public opinion? One explanation is settlement: some parties file lawsuits not to win but to force the defendant to pay out. But some business litigants defy even this explanation; they do not expect to win the lawsuit or to benefit financially from settlement. What explains their behavior?

The answer is reputation. This Article explains that certain types of litigation can improve a business litigant’s reputation in the eyes …


Social Activism Through Shareholder Activism, Lisa Fairfax Jul 2019

Social Activism Through Shareholder Activism, Lisa Fairfax

All Faculty Scholarship

In 1952, the SEC altered the shareholder proposal rule to exclude proposals made “primarily for the purpose of promoting general economic, political, racial, religious, social or similar causes.” The SEC did not reference civil rights activist James Peck or otherwise acknowledge that its actions were prompted by Peck’s 1951 shareholder proposal to Greyhound for desegregating seating. Instead, the SEC indicated that its change simply reflected a codification of a position the SEC staff had taken in 1945.

Today, the shareholder proposal rule has evolved, giving way to several amendments that now enable shareholders to submit proposals on the proxy statement …


Making Sustainability Disclosure Sustainable, Jill E. Fisch Jul 2019

Making Sustainability Disclosure Sustainable, Jill E. Fisch

All Faculty Scholarship

Sustainability is receiving increasing attention from issuers, investors and regulators. The desire to understand issuer sustainability practices and their relationship to economic performance has resulted in a proliferation of sustainability disclosure regimes and standards. The range of approaches to disclosure, however, limit the comparability and reliability of the information disclosed. The Securities & Exchange Commission (SEC) has solicited comment on whether to require expanded sustainability disclosures in issuer’s periodic financial reporting, and investors have communicated broad-based support for such expanded disclosures, but, to date, the SEC has not required general sustainability disclosure.

This Article argues that claims about the relationship …


Are Literary Agents (Really) Fiduciaries?, Jacqueline Lipton Jul 2019

Are Literary Agents (Really) Fiduciaries?, Jacqueline Lipton

Articles

2018 was a big year for “bad agents” in the publishing world. In July, children’s literature agent Danielle Smith was exposed for lying to her clients about submissions and publication offers. In December, major literary agency Donadio & Olson, which represented a number of bestselling authors, including Chuck Palahnuik (Fight Club), filed for bankruptcy in the wake of an accounting scandal involving their bookkeeper, Darin Webb. Webb had embezzled over $3 million of client funds. Around the same time, Australian literary agent Selwa Anthony lost a battle in the New South Wales Supreme Court involving royalties she owed to her …


From Apathy To Activism: The Emergence, Impact, And Future Of Shareholder Activism As The New Corporate Governance Norm, Lisa M. Fairfax May 2019

From Apathy To Activism: The Emergence, Impact, And Future Of Shareholder Activism As The New Corporate Governance Norm, Lisa M. Fairfax

All Faculty Scholarship

The conventional and long-held view that public company shareholders are, and should be, rationally apathetic is waning. Today, public company shareholders are active. Such shareholders have actively sought to increase their voting power and influence over director elections and other important corporate matters. These shareholders not only have been voting, but they also have been voting against management preferences. Moreover, public company shareholders increasingly have begun to request, and in some instances demand, that corporate officers and directors engage with them around a range of issues. The shift away from shareholder apathy reflects a radical departure from the traditional corporate …


Toward A Horizontal Fiduciary Duty In Corporate Law, Asaf Eckstein, Gideon Parchomovsky May 2019

Toward A Horizontal Fiduciary Duty In Corporate Law, Asaf Eckstein, Gideon Parchomovsky

All Faculty Scholarship

Fiduciary duty is arguably the single most important aspect of our corporate law system. It consists of two distinct sub-duties—a duty of care and a duty of loyalty—and it applies to all directors and corporate officers. Yet, under extant law, the duty only applies vertically, in the relationship between directors and corporate officers and the firm. At present, there exists no horizontal fiduciary duty: directors and corporate officers owe no fiduciary duty to each other. Consequently, if one of them fails her peers, they cannot seek direct legal recourse against her even when they stand to suffer significant reputational and …


Ethics, Corporate Social Responsibility, And Law, Luminita M. Cirstea Apr 2019

Ethics, Corporate Social Responsibility, And Law, Luminita M. Cirstea

MBA Student Scholarship

Corporate Social Responsibilities (CSR) and organizational ethics have been described with a variety of definitions in the past literature, without any explanations of the underlying motives and assumptions. For instance, Kim, Youn, and Lee (2019) define CSR as “activities or processes concerned with how an organization exceeds the minimum obligations to stakeholders’ specified through regulation and corporate governance” (p. 682). Although these descriptions have demonstrated different details and expectations of what social, business, and legal procedures a company can engage in, CSR defines the relationship between an enterprise and the community the industry serves. Additionally, CSR concentrates on the voluntary …


The Impact Of Ngos On Human Rights Development: A Case Study, Amber Marin Apr 2019

The Impact Of Ngos On Human Rights Development: A Case Study, Amber Marin

Honors Projects in History and Social Sciences

This study is an exploratory case study of Chile, Indonesia and the Central African Republic to better understand the economic development of human rights. This thesis will explore three hypotheses: (1) countries develop according to a similar hierarchy of needs as outlined by Abraham Maslow, (2) non-governmental organizations address the needs of a country the most effectively and efficiently because of their direct connection to communities, and (3) non-governmental organizations can utilize economic strategies to achieve their goals. The definition of economic strategies.


Capturing Regulatory Agendas?: An Empirical Study Of Industry Use Of Rulemaking Petitions, Daniel Walters Apr 2019

Capturing Regulatory Agendas?: An Empirical Study Of Industry Use Of Rulemaking Petitions, Daniel Walters

All Faculty Scholarship

A great deal of skepticism toward administrative agencies stems from the widespread perception that they excessively or even exclusively cater to business interests. From the political right comes the accusation that business interests use regulation to erect barriers to entry that protect profits and stifle competition. From the political left comes the claim that business interests use secretive interactions with agencies to erode and negate beneficial regulatory programs. Regulatory “capture” theory elevates many of these claims to the status of economic law. Despite growing skepticism about capture theory in academic circles, empirical studies of business influence and capture return ambiguous …


Intermediated Securities Holding Systems Revisited: A View Through The Prism Of Transparency, Thomas Keijser, Charles W. Mooney Jr. Mar 2019

Intermediated Securities Holding Systems Revisited: A View Through The Prism Of Transparency, Thomas Keijser, Charles W. Mooney Jr.

All Faculty Scholarship

This chapter explains several benefits of adopting transparent information technology systems for intermediated securities holding infrastructures. Such transparent systems could ameliorate various prevailing problems that confront existing tiered, intermediated holding systems, including those related to corporate actions (dividends, voting), claims against issuers and upper-tier intermediaries, loss sharing and set-off in insolvency proceedings, money laundering and terrorist financing, and privacy, data protection, and confidentiality. Moreover, transparent systems could improve the functions of intermediated holding systems even without changes in laws or regulations. They also could provide a catalyst for law reform and a roadmap for substantive content of reforms. Among potential …


The Tcja And The Questionable Incentive To Incorporate, Part 2, Michael S. Knoll Mar 2019

The Tcja And The Questionable Incentive To Incorporate, Part 2, Michael S. Knoll

All Faculty Scholarship

The Tax Cuts and Jobs Act (TCJA) has put the question should a business be organized as a passthrough entity or as a corporation at center stage. The TCJA eliminated much of the tax disadvantage from using the corporate form, but did Congress go so far that it advantaged corporations relative to pass-through entities? Some prominent commentators say yes. They argue that the federal income tax now encourages individual owners of pass-through businesses to restructure their business as subchapter C corporations, and they predict that the TCJA will lead to a cascade of incorporations. The principal driver of the shift …


Robert 0 . Scarborough, Jr Et Al., Order On Defendants' Motion For Judgment On The Pleadings As To Counts Iv, Vi, Vii Of The Fourth Amended Complaint, Elizabeth E. Long Mar 2019

Robert 0 . Scarborough, Jr Et Al., Order On Defendants' Motion For Judgment On The Pleadings As To Counts Iv, Vi, Vii Of The Fourth Amended Complaint, Elizabeth E. Long

Georgia Business Court Opinions

No abstract provided.


Drummond Financial Serivces, Llc Et Al., Order On Summary Judgment Motions, John J. Goger Mar 2019

Drummond Financial Serivces, Llc Et Al., Order On Summary Judgment Motions, John J. Goger

Georgia Business Court Opinions

No abstract provided.


Equitrade International, Inc. Et Al., Final Order Granting Defendant's Motion For Summary Judgment And Closing Case, John J. Goger Mar 2019

Equitrade International, Inc. Et Al., Final Order Granting Defendant's Motion For Summary Judgment And Closing Case, John J. Goger

Georgia Business Court Opinions

No abstract provided.


Globalizing Online Learning: Exploring Culture, Corporate Social Responsibility, And Domestic Violence In An International Classroom, Daniela Peterka-Benton, Bond Benton Mar 2019

Globalizing Online Learning: Exploring Culture, Corporate Social Responsibility, And Domestic Violence In An International Classroom, Daniela Peterka-Benton, Bond Benton

Department of Justice Studies Faculty Scholarship and Creative Works

The construction of a successful online collaboration between distinct cultural groups requires an informed cultural awareness. This is the exploration of such an online collaboration between American and Turkish Students. The focus of the shared student interaction was the concept of corporate social responsibility. As the concept is enacted differently in different cultures, this represented an ideal opportunity for topical student reflection and for cultural exploration. The approach utilized focused on relationship-building as a preface to content discussion based participant preferences suggested by relevant cultural research (e.g., Hofstede). Corporate social responsibility campaigns in the United States and Turkey focused on …


John Souza Et Al., Order On Defendants' Motions For Summary Judgment, Elizabeth E. Long Mar 2019

John Souza Et Al., Order On Defendants' Motions For Summary Judgment, Elizabeth E. Long

Georgia Business Court Opinions

No abstract provided.


Law School News: Introducing The Joint Jd/Mba Degree 03/07/2019, Edward Fitzpatrick Mar 2019

Law School News: Introducing The Joint Jd/Mba Degree 03/07/2019, Edward Fitzpatrick

Life of the Law School (1993- )

No abstract provided.


Samaca, Llc, Amended Order On Defendants' Motion For Attorneys' Fees And Expenses And Plaintiff Samaca, Llc's Cross Motion To Compel Arbitration Of Defendants' Motion For Legal Expenses, Alice D. Bonner Mar 2019

Samaca, Llc, Amended Order On Defendants' Motion For Attorneys' Fees And Expenses And Plaintiff Samaca, Llc's Cross Motion To Compel Arbitration Of Defendants' Motion For Legal Expenses, Alice D. Bonner

Georgia Business Court Opinions

No abstract provided.


Frances B. Bunzl Et Al., Order On Plaintiffs' Motion For Determination Of Admlssibility Of Documents, John J. Goger Mar 2019

Frances B. Bunzl Et Al., Order On Plaintiffs' Motion For Determination Of Admlssibility Of Documents, John J. Goger

Georgia Business Court Opinions

No abstract provided.


Gush. Small Et Al., Order On Defendant Lankford's Motion To Compel Discovery And Plaintiffs' Motion For Protective Order, John J. Goger Mar 2019

Gush. Small Et Al., Order On Defendant Lankford's Motion To Compel Discovery And Plaintiffs' Motion For Protective Order, John J. Goger

Georgia Business Court Opinions

No abstract provided.


The Tcja And The Questionable Incentive To Incorporate, Michael S. Knoll Mar 2019

The Tcja And The Questionable Incentive To Incorporate, Michael S. Knoll

All Faculty Scholarship

The Tax Cuts and Jobs Act (TCJA) has put the question should a business be organized as a passthrough entity or as a corporation at center stage. The TCJA eliminated much of the tax disadvantage from using the corporate form, but did Congress go so far that it advantaged corporations relative to pass-through entities? Some prominent commentators say yes. They argue that the federal income tax now encourages individual owners of pass-through businesses to restructure their business as subchapter C corporations, and they predict that the TCJA will lead to a cascade of incorporations. The principal driver of the shift …