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Articles 1 - 6 of 6
Full-Text Articles in Law
Whitman And The Fiduciary Relationship Conundrum, Lisa Fairfax
Whitman And The Fiduciary Relationship Conundrum, Lisa Fairfax
All Faculty Scholarship
While the law on insider trading has been convoluted and, in Judge Jed S. Rakoff’s words, “topsy turvy,” the law on insider trading is supposedly clear on at least one point: insider trading liability is premised upon a fiduciary relationship. Thus, all three seminal U.S. Supreme Court cases articulating the necessary elements for demonstrating any form of insider trading liability under § 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934 made crystal clear that a fiduciary relationship represented the lynchpin for such liability.
Alas, insider trading law is not clear about the source from which the fiduciary …
Equity And Trusts, Hang Wu Tang, Yong Seng Tay
Equity And Trusts, Hang Wu Tang, Yong Seng Tay
Research Collection Yong Pung How School Of Law
Jocelyn Rita d/o Lawrence Stanley v Tan Gark Chong1 (“Jocelyn Rita v Tan Gark Chong”) is an example of an attempt to set aside a trust deed in the wake of BOM v BOK. 2 This case takes place in the context of a husband and wife relationship.
For-Profit Managers As Public Fiduciaries: A Neo-Classical Republican Perspective, Rob Atkinson
For-Profit Managers As Public Fiduciaries: A Neo-Classical Republican Perspective, Rob Atkinson
Scholarly Publications
This Article examines the fiduciary duties of for-profit managers in modern liberal society. To arrive at the right "mix" of these duties, it compares the fiduciary duties implied by a standard descriptive model of our society with two competing normative models: Lockean libertarianism on the "right" and neo-classical republicanism on the "left." This comparison shows that all three versions of liberalism, even the one with a Lockean nightwatchman state, require far more extensive duties than we now expect, including a professionalization of management itself. And it shows that the version of liberalism with the most expansive state, neo-classical republicanism, requires …
Board Compliance, John Armour, Brandon L. Garrett, Jeffrey N. Gordon, Geeyoung Min
Board Compliance, John Armour, Brandon L. Garrett, Jeffrey N. Gordon, Geeyoung Min
Faculty Scholarship
What role do corporate boards play in compliance? Compliance programs are internal enforcement programs, whereby firms train, monitor and discipline employees with respect to applicable laws and regulations. Corporate enforcement and compliance failures could not be more high-profile, and have placed boards in the position of responding to systemic problems. Both case law on boards’ fiduciary duties and guidance from prosecutors suggest that the board should have a continuing role in overseeing compliance activity. Yet very little is actually known about the role of boards in compliance. This paper offers the first empirical account of public companies’ engagement with compliance …
The Political Economy Of Corporate Law And Governance: American And Korean Rules Under Different Endogenous Conditions And Forms Of Capitalism, Robert J. Rhee
The Political Economy Of Corporate Law And Governance: American And Korean Rules Under Different Endogenous Conditions And Forms Of Capitalism, Robert J. Rhee
UF Law Faculty Publications
Advanced economies operate under different forms of capitalism and social order. Corporate law is fixed only insofar as a country’s political economy and social organization are static. This article explains why an advanced economy may choose inefficient rules. Korean rules are the product of past industrial development policies and current social-political-economic conditions; endogenous conditions align corporate law with nationalistic sentiments and the public interest. The cost of this policy is diminution of firm value. The benefit is the erection of a plausible distinction between rule- and fact-based control of key corporate groups. This system maintains de facto national control of …
Don't Go Chasing Waterfalls: Fiduciary Duties In Venture Capital Backed Startups, Sarath Sanga, Eric L. Talley
Don't Go Chasing Waterfalls: Fiduciary Duties In Venture Capital Backed Startups, Sarath Sanga, Eric L. Talley
Faculty Scholarship
Venture-capital-backed startups are often crucibles of conflict between common and preferred shareholders, particularly around exit decisions. Such conflicts are so common, in fact, that they have catalyzed an emergent judicial precedent – the Trados doctrine – that requires boards to prioritize common shareholders' interest and to treat preferred shareholders as contractual claimants. We evaluate the Trados doctrine using a model of startup governance that interacts capital structure, corporate governance, and liability rules. The nature and degree of inter-shareholder conflict turns not only on the relative rights and options of equity participants, but also on a firm's intrinsic value as well …