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Full-Text Articles in Law

The Proxy Advisory & Corporate Governance Industry: The Case For Increased Oversight And Control, Tamara C. Belinfanti Jan 2009

The Proxy Advisory & Corporate Governance Industry: The Case For Increased Oversight And Control, Tamara C. Belinfanti

Articles & Chapters

The proxy advisory and corporate governance industry plays a significant role in shareholder voting and in the formulation of corporate governance policy. The industry operates with relatively little accountability and virtually free from regulatory oversight. Understanding the relationship between this industry and mutual funds, who in the aggregate are the largest owners of publicly traded shares in the United States, is critical to understanding issues of shareholder rights, the meaning of the right to vote in corporate elections, and the role that institutional investors, like mutual funds, play in the corporate landscape.

Mutual funds exercise their substantial voting power by …


Tuck-It-Away Associates, L.P. V. Empire State Development Corp., Kelly D. Fisher Jan 2009

Tuck-It-Away Associates, L.P. V. Empire State Development Corp., Kelly D. Fisher

NYLS Law Review

No abstract provided.


Agency Statutory Interpretation And Policymaking Form, Kevin M. Stack Jan 2009

Agency Statutory Interpretation And Policymaking Form, Kevin M. Stack

Vanderbilt Law School Faculty Publications

In this short symposium contribution, I take up this invitation to examine the relevance of the agency's policymaking form to its approach to statutory interpretation. The core point I wish to advance is a relatively basic one--namely, that an agency's approach to statutory interpretation is in part a function of the policymaking form through which it acts. My strategy is to examine two of the most important policymaking forms--notice-and-comment rulemaking and formal adjudication--and to argue that the considerations that distinguish agency and judicial interpretation have a markedly different place in these two agency policymaking forms. For purposes of exposition, I …


Reclaiming The Legal Fiction Of Congressional Delegation, Lisa Schultz Bressman Jan 2009

Reclaiming The Legal Fiction Of Congressional Delegation, Lisa Schultz Bressman

Vanderbilt Law School Faculty Publications

The framework for judicial review of agency statutory interpretations is based on a legal fiction – namely, that Congress intends to delegate interpretive authority to agencies. Critics argue that the fiction is false because Congress is unlikely to think about the delegation of interpretive authority at all, or in the way that the Court imagines. They also contend that the fiction is fraudulent because the Court does actually care about whether Congress intends to delegate interpretive authority in any particular instance, but applies a presumption triggered by statutory ambiguity or a particularized analysis involving factors unrelated to congressional delegation. In …


Ratification: Useful But Uneven, Deborah A. Demott Jan 2009

Ratification: Useful But Uneven, Deborah A. Demott

Faculty Scholarship

Ratification permits a principal to determine to be bound by the legal consequences of action taken by an agent after the fact of the agent’s conduct when the principal would otherwise not be bound. By ratifying a principal may clarify the effects of uncertainty, furnishing reassurance to the agent, the third party with whom the agent dealt, and other parties interested in the status of the transaction. However, at the point the principal decides whether to ratify, the principal knows facts not known to agent and third party at the time of the agent’s unauthorised transaction, in particular subsequent developments …