Law Commons^™

Unraveling The Veil: The Concepts Of Limited Liability And Disregard Of The Corporate Entity, C. Christopher Adkins

ExpressO

An overview of limited liability and the doctrine of piercing the corporate veil. I focus on the factors courts consider in determining whether to disregard the corporate entity.

Some Reflections On The Diversity Of Corporate Boards: Women, People Of Color, And The Unique Issues Associated With Women Of Color, Lisa M. Fairfax

Faculty Scholarship

As one might expect, there are many similarities between the circumstances of women directors and directors of color, which includes African Americans, Latinos, and Asian Americans. Indeed, both groups began appearing on corporate boards in significant numbers during the same period—right after the Civil Rights Movement pursuant to which the push for racial equality throughout society precipitated efforts to achieve greater representation of people of color as well as women on corporate boards. Moreover, while women and people of color have experienced some increase in board representation over the last few decades, both groups also have encountered significant barriers to …

Comparative Corporate Governance: Irish, American, And European Responses To Corporate Scandals, Manish Gupta

ExpressO

A comparative review of legislative reactions to corporate scandals such as Enron and WorldCom. This paper examines American, Irish, and European Union legislation meant to deal with regulating corporations.

Law As Rationalization: Getting Beyond Reason To Business Ethics, Jeffrey Marc Lipshaw

ExpressO

Embedded in the way we use the law is the tendency of human reason to justification, in the words of one philosopher, “the thirst for rationality that creates lies.” I contend that this tendency is exacerbated by the conflation of what is knowable as a matter of science, and that which we might believe is normative. I rely on Kant’s critique of theoretical and practical reason to assess claims to objectivity in social science approaches to law, and to suggest it is not surprising that the operation of theoretical and practical reason would tend to the conflation of the descriptive …

Implementation Of Sarbanes-Oxley: New Rules For Lawyers And What Lawyers Think, Olga Yevglevskaya-Wayne

ExpressO

This paper discusses practical implications of Sarbanes-Oxley for lawyers. Emphasis is on the new federal rules of professional responsibility the Act sets up. The paper includes the views of various renowned practitioners interpreting and using these rules. The paper also contains suggestions for how the Securities and Exchange Commission could potentially improve those areas that are proving problematic for attorneys so as to better effectuate the purpose of this major new law, in light of its legislative history and intent, which are also discussed in the paper.

Tattlers And Trail Blazers: Attorneys' Liability For Clients' Fraud, Barbara Black

Faculty Articles and Other Publications

No abstract provided.

The Next Generation: Milhaupt And West On Japanese Economic Law, Kent Anderson

Michigan Journal of International Law

Review of Economic Organizations and Corporate Governance in Japan: The Impact of Formal and Informal Rules by Curtis Milhaupt & Mark West

The Substantive Politics Of Formal Corporate Power, Martha T. Mccluskey

Buffalo Law Review

Corporations increasingly dominate the U.S. civil justice system, as Marc Galanter explains in his recent article, Planet of the APs: Reflections on the Scale of Law and its Users, 53 Buffalo L. Rev. 1369 (2006). My article builds on Galanter's discussion of corporate legal power by subjecting it to a critical legal perspective. In the conventional legal framework, corporations' privileged position appears to be an intractable puzzle, not an urgent injustice. That is because corporate power seems to be the generally necessary byproduct of a generally benign form (large, complex, legalistic organizations) or of generally benign, widely-shared normative principles (economic …

Nonlegal Careers For Lawyers, 5th Edition, William D. Henslee

Faculty Books and Book Contributions

Whether you are a law student who realizes that practicing law is not what you want to do or a practicing lawyer who no longer feels satisfied with your work, this newly revised guidebook will show you what you can do with your law degree, besides practice law, and will illustrate how to use your legal skills to rise above the competition. Learn in detail what opportunities exist in these fields:

-Business and Industry--jobs in corporations; accounting firms; media companies; health care and pharmaceutical companies; engineering firms; real estate sales; high-tech companies; and more. -Government and Public Service--positions in the …

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, …

Corporate Patents: Optimizing Organizational Responses To Innovation Opportunities And Invention Discoveries, Richard Gruner

Marquette Intellectual Property Law Review

This article examines the interplay between patent incentives and corporate innovation. It argues that innovation concerning today's complex technologies often requires efforts on a corporate organizational scale and that changes in patent and corporate laws are needed to fully promote effective and efficient innovation in corporate environments. The prevalence of patent ownership and exploitation by corporations reflects a fundamental but poorly appreciated truth about modern technological innovation. Patent incentives influencing individuals don't bring most new inventions to the public. Rather, in many recently developed technology areas, corporate-initiated efforts are the primary sources of publicly valuable innovation and, hence, the main …

Women And The New Corporate Governance: Pathways For Obtaining Positions Of Corporate Leadership, Cindy A. Schipani, Terry Morehead Dworkin, Angel Kwolek-Folland, Virginia Maurer

Maryland Law Review

No abstract provided.

Women Executives In Gladiator Corporate Cultures: The Behavioral Dynamics Of Gender, Ego, And Power, Marleen A. O'Connor

Maryland Law Review

No abstract provided.

Making In-Roads To Corporate General Counsel Positions: It's Only A Matter Of Time?, Lisa H. Nicholson

Maryland Law Review

No abstract provided.

From Sec Enforcement Attorney To Commissioner, Roberta S. Karmel

Maryland Law Review

No abstract provided.

Transforming Discriminatory Corporate Cultures: This Is Not Just Women's Work, Cheryl L. Wade

Maryland Law Review

No abstract provided.

At The Top Of The Pyramid: Lessons From The Alpha Women And The Elite Eight, Jayne W. Barnar

Maryland Law Review

No abstract provided.

Martha Stewart Saved! Insider Violations Of Rule Lob-5 For Misrepresented Or Undisclosed Personal Facts, Joan Macleod Heminway

Maryland Law Review

No abstract provided.

Women And The "New" Corporate Governance - Foreword: A Symposium Exploring The Role And Impact Of Women In A Changing Corporate Environment, Lisa M. Fairfax, Paula A. Monopoli

Maryland Law Review

No abstract provided.

Opening Address, Sheila W. Wellington

Maryland Law Review

No abstract provided.

The Class Ceiling, Naomi Cahn, Michael Selmi

Maryland Law Review

No abstract provided.

Clogs In The Pipeline: The Mixed Data On Women Directors And Continued Barriers To Their Advancement, Lisa M. Fairfax

Maryland Law Review

No abstract provided.

Women In Corporate Law Teaching: A Tale Of Two Generations, Margaret V. Sachs

Maryland Law Review

No abstract provided.

Like A Fish Needs A Bicycle: Public Corporations And Their Shareholders, Theresa A. Gabaldon

Maryland Law Review

No abstract provided.

Women In Corporate Law Teaching: A Tale Of Two Generations, Margaret V. Sachs

Scholarly Works

This Article is divided into three parts. Part I focuses on [Margaret Harris] Amsler and Part II addresses the second generation. Part III explores a question that was prompted by the second generation and that goes to the heart of this Symposium: Do women corporations professors damage their standing in the academic community by examining the interface between corporate law and gender?

The "Bad Man" Goes To Washington: The Effect Of Political Influence On Corporate Duty, Jill E. Fisch

All Faculty Scholarship

No abstract provided.

Taxation And Multinational Activity: New Evidence, New Interpretations, Mihir A. Desai, C. Fritz Foley, James R. Hines Jr.

Articles

In the midst of rapid integration and globalization, multinational firms still face tax systems that differ among countries, and these differences have the potential to affect major investment and financing decisions. This research covers a wide range of topics, including the impact of indirect taxes as well as of corporate income taxes, the sensitivity of financing decisions to tax rates, the effects of taxes on repatriation policies, the demand for, and impact of, tax havens, and the use of indirect ownership as a means of avoiding taxes. The behavior of US multinational firms as revealed by the evidence collected by …

Well-Known Seasoned Issuers In Canada, Adam C. Pritchard

Other Publications

The United States Securities and Exchange Commission (SEC) recently adopted a series of rules relaxing the restrictions imposed on public offerings. The largest public companies - defined as “well-known seasoned issuers” (WKSIs) - received the most extensive regulatory relief. Canada could adopt a version of WKSI status for the top tier of Toronto Stock Exchange (TSX) issuers as part of a streamlined POP system.

Careful consideration must be given, however, as to the appropriate standards for WKSI status in Canada. The standards adopted in the U.S. – US$700 million in market capitalization or US$1 billion in nonconvertible debt issued over …