Law Commons^™

Judicial Activism In Transnational Business And Human Rights Litigation, Hassan M. Ahmad

All Faculty Publications

This article explores a more expansive adjudicative role for domestic judiciaries in the U.S., U.K., and Canada in private law disputes that concern personal and environmental harm by multinational corporations that operate in the Global South. This expansive role may confront—although not necessarily upend—existing understandings around the separation of powers in common law jurisdictions. I canvass existing literature on judicial activism. Then, I detail legality gaps in the selected common law home states, which can be broken down into four categories: i) failed legislation; ii) deficient legislation; iii) judicial restraint; and iv) judicial deference.

I suggest three ways to actualize …

Shareholders’ Rights And Corporate Meetings Post Covid‐19, Christopher Chao-Hung Chen

Research Collection Yong Pung How School Of Law

This short paper reflects on corporate governance and shareholders’ rights during and following the COVID-19 pandemic. The lockdown has affected the way companies’ organs operate. It is unfortunate that the pandemic took place around the critical time of year when most companies hold annual shareholders’ meetings (or general meetings). How, then, can shareholders exercise their rights? How can the board of directors and senior management function during the lockdown period? Technology naturally provides a solution, similar to online teaching and working from home. However, do virtual and remote meetings serve the purpose of having those meetings? Even when we get …

The Value Of Insolvency Law In The Covid‐19 Crisis, Aurelio Gurrea-Martinez

Research Collection Yong Pung How School Of Law

The COVID-19 pandemic not only has generated a social, humanitarian and public health crisis but it has also led to the worst recession the world’s economy has experienced since the Great Depression.283 As a response to the economic challenges generated by the COVID-19 crisis, many countries are responding with a variety of legal and economic measures that seek to support businesses, employees, and households

Disregarding The Salomon Principle: An Empirical Analysis, 1885–2014, Peter B. Oh, Alan J. Dignam

Articles

For over a century UK courts have struggled to negotiate a coherent approach to the circumstances in which the Salomon principle –that a corporation is a separate legal entity–will be disregarded. Empirical analysis can facilitate our understanding of this mercurial area of the law. Examining UK cases from 1885 to 2014, we created a final dataset of 213 cases coded for 15 different categories. Key findings confirm historical patterns of uncertainty and a low but overall fluctuating disregard rate, declining recently. Criminal/fraud/deception claims link strongly to disregard outcomes. Private law rates are low but tort claims have a higher disregard …

Re-Examining The Law And Economics Of The Business Judgment Rule: Notes For Its Implementation In Non-Us Jurisdictions, Aurelio Gurrea-Martinez

Research Collection Yong Pung How School Of Law

The business judgment rule, as it has been traditionally understood, seems to be based on three underlying assumptions that make this rule economically desirable. First, directors are subject to a credible threat of being sued for a breach of the duty of care. Second, the primary role of the corporation is to maximise shareholder value. Third, shareholders want the directors to pursue those investment projects with the highest net present value regardless of their volatility. This article challenges these assumptions and argues that the business judgment rule might not be desirable in some jurisdictions outside the United States and even …

The Bylaw Puzzle In Delaware Corporate Law, David A. Skeel Jr.

All Faculty Scholarship

In less than a decade, Delaware’s legislature has overruled its courts and reshaped Delaware corporate law on two different occasions, with proxy access bylaws in 2009 and with shareholder litigation bylaws in 2015. Having two dramatic interventions in quick succession would be puzzling under any circumstances. The interventions are doubly puzzling because with proxy access, Delaware’s legislature authorized the use of bylaws or charter provisions that Delaware’s courts had banned; while with shareholder litigation, it banned bylaws or charter provisions that the courts had authorized. This Article attempts to unravel the puzzle.

I start with corporate law doctrine, and find …

The Freedom To Pursue A Common Calling: Applying Intermediate Scrutiny To Occupational Licensing Statutes (Note), Alexandra L. Klein

Faculty Articles

After the devastation of Hurricane Katrina, the monks at St. Joseph Abbey in Louisiana sought a new source of income. They began producing simple wooden coffins priced at much lower rates than caskets sold in funeral homes. After the Abbey had made a large investment in its business, St. Joseph Woodworks, the Louisiana State Board of Embalmers and Funeral Directors ordered it to close. Although the monks did not provide funeral or embalming services, a Louisiana statute regulating the funeral industry prohibited the monks from selling coffins.

Under the statute, "funeral directing" included "any service whatsoever connected with... the purchase …

A Perspective On Federal Corporation Law, Mark J. Loewenstein

Publications

No abstract provided.

Valuation Averaging: A New Procedure For Resolving Valuation Disputes, Keith Sharfman

Rutgers Law School (Newark) Faculty Papers

In this Article, Professor Sharfman addresses the problem of "discretionary valuation": that courts resolve valuation disputes arbitrarily and unpredictably, thus harming litigants and society. As a solution, he proposes the enactment of "valuation averaging," a new procedure for resolving valuation disputes modeled on the algorithmic valuation processes often agreed to by sophisticated private firms in advance of any dispute. He argues that by replacing the discretion of judges and juries with a mechanical valuation process, valuation averaging would cause litigants to introduce more plausible and conciliatory valuations into evidence and thereby reduce the cost of valuation litigation and increase the …

The Overwhelming Case For Elimination Of The Integration Doctrine Under The Securities Act Of 1933, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

The thesis of this Article is that the Securities and Exchange Commission should entirely eliminate the integration doctrine from the Securities Act of1933. Under the integration doctrine, a single "offering" or "issue" of securities cannot be split. The doctrine is expensive for society and furthers no valid policy of the 1933 Act. More specifically, the doctrine does not promote investor protection but does retard capital formation, an outcome that is contrary to the presently articulated purposes of the 1933 Act.

Part II of this Article traces the history of the adoption of the integration doctrine both by the Commission and …

Basin-Wide Adjudications In The West: What Works, What Doesn’T?, Ramsey L. Kropf

Strategies in Western Water Law and Policy: Courts, Coercion and Collaboration (Summer Conference, June 8-11)

18 pages.

Contains 2 pages of references.

Agenda: Strategies In Western Water Law And Policy: Courts, Coercion And Collaboration, University Of Colorado Boulder. Natural Resources Law Center, University Of Colorado Boulder. Center Of The American West

Strategies in Western Water Law and Policy: Courts, Coercion and Collaboration (Summer Conference, June 8-11)

1 v. (various pagings) : ill., maps, charts ; 29 cm

Conference organizers, session moderators and/or speakers included University of Colorado School of Law professors Gary C. Bryner, James N. Corbridge, Jr., David H. Getches, Douglas S. Kenney, Lawrence J. MacDonnell, Kathryn M. Mutz and Charles F. Wilkinson

Includes bibliographical references

The event will examine the principal problem-solving strategies in western water law and policy: courts, coercion and collaboration. In addressing this broad range of strategies, the program will focus on national, west-wide and Colorado-specific issues.

Conference activities will commence with a free public program cosponsored by the Center of …

A Positive Analysis Of The Common Law Of Corporate Fiduciary Duties, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

The purpose of this Article is to offer a positive analysis of the common law of corporate managers' fiduciary duties. The Article attempts to explain the present shape of these corporate fiduciary duties by reference to Pareto criteria.

A particular state of affairs ("state B") is considered to be Pareto superior to another state of affairs ("state A") if at least one person in state B is better off than he or she is in state A and no one in state B is worse off than he or she is in state A. Since in a move from state …

The Utah Wilderness Debate (Or Is That Debacle), Jeffrey W. Appel

Who Governs the Public Lands: Washington? The West? The Community? (September 28-30)

95 pages (includes illustrations and maps).

Ancillary Relief In Federal Securities Law: A Study In Federal Remedies, George W. Dent

Faculty Publications

After describing the history and current practice of ancillary relief in federal securities law, this Article analyzes the general law of federal remedies and ancillary relief, including ancillary relief in other areas of administrative law, recent developments in federal equity, statutory interpretation, and federal common law, and implied statutory remedies. The Article then examines pertinent aspects of the federal securities laws, including their legislative history and recent judicial interpretations. On this basis the Article recommends both a general approach to ancillary relief in federal securities law and responses to problems of specific remedies. Finally, the Article discusses ancillary relief under …

Removal Of The Corporate Director During His Term Of Office, Arthur H. Travers Jr.

Publications

The traditional rules governing the removal of corporate directors have evolved so as to insulate the board of directors from the shareholders who elect them. Professor Travers in his article examines initially the interests being advanced by protecting the board members from removal by their electorate. He then critically analyzes the law as it relates to these interests in order to suggest a more rational approach.