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Full-Text Articles in Law
Obedience As The Foundation Of Fiduciary Duty, Rob Atkinson
Obedience As The Foundation Of Fiduciary Duty, Rob Atkinson
Scholarly Publications
No abstract provided.
Corporations And The Market For Law, Erin O'Hara O'Connor, Larry E. Ribstein
Corporations And The Market For Law, Erin O'Hara O'Connor, Larry E. Ribstein
Scholarly Publications
The state competition for corporate law has long been studied as a distinct phenomenon. Under the traditional view, corporations are subject to a unique choice-of-law rule, the “internal affairs doctrine” (IAD). This rule is explained as a historical accident, or by the special logistics of the corporate contract. The resulting market for corporate law appears to have special characteristics, particularly including the dominance of the single state of Delaware. This article challenges the traditional view. It shows that the corporate law market is best understood as a special application of the general market for law. Parties to many types of …
Strategic Governance, Kelli A. Alces
Strategic Governance, Kelli A. Alces
Scholarly Publications
Creditors exercise significant power over financially distressed corporations, thereby pushing corporate managers further into the realm of unprofitable risk aversion. The heavy hand of creditor power and the threats creditors are able to make to managers’ professional stability and success misalign senior officers’ incentives by undermining their freedom to make wealth-maximizing decisions on behalf of the corporation. The importance of independent managerial decision making is paramount in the law of corporate governance and that independence has been inefficiently undermined by the exertion of oppressive creditor control. This Article resolves the problem by creating a mechanism to balance shareholder and creditor …