Law Commons^™

Sex And Capital: What They Tell Us About Ourselves, Claire Moore Dickerson

Claire Moore Dickerson

From a Symposium on People of Color, Women, and the Public Corporation: Different perceptions of public corporations and of business enterprises in the US and Ghana underscore differences in those institutions, as well as issues of gender and class.

Being Informed Does Matter: Fine Tuning Gross Negligence Twenty Plus Years After Van Gorkom, Bernard S. Sharfman

Bernard S Sharfman

This article first establishes that there are still a number of reasons why being informed does matter, despite the ability to incorporate an exculpation clause into a Delaware corporation’s certificate of incorporation. This is followed by an explanation of how Delaware’s business judgment rule became transformed from a doctrine of abstention to a standard of review in the context of procedural due care. Throughout this article, it is understood that the business judgment rule exits within a framework of corporate authority and accountability and that it serves as a significant tool for the protection of corporate board authority. The article …

Understanding Maryland's Business Judgment Rule, Bernard S. Sharfman

Bernard S Sharfman

No abstract provided.

Full Funding: The Future Of Social Security, Benjamin A. Templin

Benjamin A. Templin

Investing the Social Security Trust Fund in a well diversified portfolio of stocks, bonds, and other investments remains the best hope of continuing to fund social insurance without substantially raising taxes or reducing benefits. The problem with investing the Trust Fund in the market is the politically charged issue of government interference in the investment decision and corporate governance. Three primary solutions have emerged to the problems posed by government investment: (1) personal accounts, (2) index investing, and (3) the incorporation of the Trust Fund into a government-owned private corporation as an investment vehicle for the trust fund. This article …

Natural Law And Agency Theory, Michael Lp Lower

Michael LP Lower

Corporate governance scholarship is awash with theories of the firm: these are "stories" or metaphors that try to shed light on the nature and purpose of the firm as an institution and on one or more of the following questions:

(i) how the institution of the firm "evolved" (or its economic or social purpose); (ii) whether "the firm" is a reality or a rhetorical device; and (iii) the relationship between "the firm" and stakeholders, political society and so on.

Theories of the firm are used both to explain and to help develop law and policy. If the theory is misconceived, …

In Re Ehmann Ii: Now You See It, Now You Don’T, Thomas Geu, Thomas Rutledge

Thomas E. Geu

No abstract provided.

Corporate Militaries And States: Actors, Interactions And Reactions, Benedict Sheehy

Benedict Sheehy

Following the military forces of the US and the UK, PMF's make up the third largest contingent in Iraq. The article examines the interaction between states and PMF's, problems with their use for both contracting states and those where the PMF is operating. It provides six case studies and an examination of state legal responses.

Shareholders, Unicorns And Stilts: An Analysis Of Shareholder Property Rights, Benedict Sheehy

Benedict Sheehy

Abstract: Shareholders rights advocates argue that shareholders have the right to control the corporation. This article examines the basis for the claims. It begins with an analysis of rights, then moves to an analysis of legal rights, which is followed by an analysis of property rights as a species of legal rights. The article then examines the historical context, rationale and development of shareholder rights which leads to the analysis of current shareholders’ rights. The article concludes with some comments and suggestions concerning future development of corporate governance thinking.