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Articles 1 - 30 of 79
Full-Text Articles in Law
Competition Policy And Comparative Corporate Governance Of State-Owned Enterprises, D. Daniel Sokol
Competition Policy And Comparative Corporate Governance Of State-Owned Enterprises, D. Daniel Sokol
BYU Law Review
No abstract provided.
Law And Finance: Inaccurate, Incomplete, And Important, Ruth V. Aguilera, Cynthia A. Williams
Law And Finance: Inaccurate, Incomplete, And Important, Ruth V. Aguilera, Cynthia A. Williams
BYU Law Review
No abstract provided.
Legal Origins And The Tasks Of Corporate Law In Economic Development: A Preliminary Exploration, John Ohnesorge
Legal Origins And The Tasks Of Corporate Law In Economic Development: A Preliminary Exploration, John Ohnesorge
BYU Law Review
No abstract provided.
Legal Regimes And Political Particularism: An Assessment Of The "Legal Families" Theory From The Perspectives Of Comparative Law And Political Economy, John W. Cioffi, D. Gordon Smith
Legal Regimes And Political Particularism: An Assessment Of The "Legal Families" Theory From The Perspectives Of Comparative Law And Political Economy, John W. Cioffi, D. Gordon Smith
BYU Law Review
The “legal families” theory of corporate law and ownership structures pioneered by Rafael La Porta, Florencio Lopez-deSilanes, Andrei Shleifer, and Robert Vishny provides one of the most influential accounts of why “law matters” in shaping economic organization and outcomes. However, the empirical bases and theoretical logic of the theory contain serious flaws and limitations. First, as has been pointed out by a number of critics engaged in this revision, the legal origins literature contains numerous problematic characterizations of substantive law that expose the serious problems of quantitative operationalization of legal rules as a mode of comparative legal analysis. Second, the …
Contemporary Legal Transplants: Legal Families And The Diffusion Of (Corporate) Law, Holger Spamann Spamann
Contemporary Legal Transplants: Legal Families And The Diffusion Of (Corporate) Law, Holger Spamann Spamann
BYU Law Review
No abstract provided.
Business Associations, Paul A. Quirós, Lynn S. Scott, William S. Smoak Jr.
Business Associations, Paul A. Quirós, Lynn S. Scott, William S. Smoak Jr.
Mercer Law Review
This Article surveys noteworthy cases in the areas of corporate, limited liability company, partnership, agency, and joint venture law decided between June 1, 2008 and May 31, 2009 by the Georgia Supreme Court, the Georgia Court of Appeals, the United States Court of Appeals for the Eleventh Circuit, and the United States district courts located in Georgia. In addition, this Article provides an overview of important enactments during the 2009 Session of the Georgia General Assembly to the Official Code of Georgia Annotated (O.C.G.A.) with respect to banking, finance, commerce, corporation, partnership, and business associations statutes.
Corporate And Business Law, Laurence V. Parker
Corporate And Business Law, Laurence V. Parker
University of Richmond Law Review
No abstract provided.
The Decisions Of The Corporate Special Litigation Committees: An Empirical Investigation, Minor Myers
The Decisions Of The Corporate Special Litigation Committees: An Empirical Investigation, Minor Myers
Indiana Law Journal
Using an original data set gathered from filings with the U.S. Securities and Exchange Commission, this Article tests the prevailing view in corporate law that special litigation committees invariably decide to dismiss shareholder derivative litigation. It demonstrates that (1) special litigation committees decide to pursue or settle claims much more frequently than heretofore recognized; (2) special litigation committees do not otherwise let defendants off the hook when pursuing or settling claims, in view of the financial recovery to the company in either scenario; (3) most shareholder claims subject to the authority of special litigation committees end up settled, not dismissed,- …
Failure Of A "Basic Assumption": The Emerging Standard For Excuse Under Mae Provisions, Nathan Somogie
Failure Of A "Basic Assumption": The Emerging Standard For Excuse Under Mae Provisions, Nathan Somogie
Michigan Law Review
The onset of the current economic crisis has led many strategic and financial acquirers to reconsider the desirability of transactions to which they had previously agreed. Because many of these agreements contain substantial termination fees, buyers have increasingly sought to be excused from their contractual obligations by invoking Material Adverse Effect ("MAE") provisions. Reliance on MAE clauses as a basis for termination has historically been risky due to a lack of clarity in the case law regarding the standard for excuse under such provisions. A recent decision by the Delaware Chancery Court, Hexion v. Huntsman, the third in a …
Facebook 2 Blackberry And Database Trading Systems: Morphing Social Networking To Business Growth In A Global Recession, Roger M. Groves
Facebook 2 Blackberry And Database Trading Systems: Morphing Social Networking To Business Growth In A Global Recession, Roger M. Groves
West Virginia Law Review
No abstract provided.
Give Smaller Companies A Choice: Solving Sarbanes-Oxley Section 404 Inefficiency, Paul P. Arnold
Give Smaller Companies A Choice: Solving Sarbanes-Oxley Section 404 Inefficiency, Paul P. Arnold
University of Michigan Journal of Law Reform
This Note argues that smaller public companies should have the option to opt out of Section 404 of the Sarbanes-Oxley Act of 2002. Optional compliance is economically preferable to the current approach of mandatory compliance. Companies that choose to comply with Section 404 will send a signal to the financial markets that their internal controls meet the high standards Section 404 demands, and investors will reward such companies if they actually value the benefit of that company's additional controls. Similarly, companies that benefit less from additional internal accounting will be able to avoid Section 404's high costs. To clarify the …
Complex Bundled Discounts And Antitrust Policy, Herbert Hovenkamp, Erik Hovenkamp
Complex Bundled Discounts And Antitrust Policy, Herbert Hovenkamp, Erik Hovenkamp
Buffalo Law Review
No abstract provided.
Peoples, Bce, And The Good Corporate "Citizen", Edward J. Waitzer, Johnny Jaswal
Peoples, Bce, And The Good Corporate "Citizen", Edward J. Waitzer, Johnny Jaswal
Osgoode Hall Law Journal
This article considers the use of various legal instruments to advance a more expansive but well-defined view of directors' duties and discretion--a view which focuses on the longer-term interests of the corporation. We begin with an attempt to clarify the nature of directors' statutory duties under Canadian corporate law. We then consider the recent decisions of the Supreme Court of Canada in Peoples Department Stores Inc. (Trustee of) v. Wise and BCE v. 1976 Debentureholders, in which the Court took a broad view of corporate purpose, but failed to provide clear logic or operational guidance as to consequential directorial responsibilities. …
Patenting Cryptographic Technology, Greg Vetter
Patenting Cryptographic Technology, Greg Vetter
Chicago-Kent Law Review
The policy concerns intersecting patent law and cryptographic technology relate to the technology's beneficial uses in securing information in a commercial and social fabric that increasingly relies on computing and electronic communications for its makeup. The presence of patenting in a technology can impact diffusion of interoperable technology. Standardized embeddable cryptography facilitates its supply. Patent law for several decades has waxed and waned in its embrace of software implemented inventions rooted in abstract ideas such as the mathematics and mathematical algorithms underlying modern cryptography. This article documents the growth of cryptographic patenting. Then, in light of this growth and patent …
The Duty Of Care And The Data Control Systems In The Wake Of Sarbanes-Oxley, Michael R. Siebecker
The Duty Of Care And The Data Control Systems In The Wake Of Sarbanes-Oxley, Michael R. Siebecker
Chicago-Kent Law Review
The essay examines the wisdom of exempting small public companies from Section 404 of the Sarbanes-Oxley Act of 2002 (SOX), which requires companies to provide management assessment and external auditing of a company's internal control systems over financial data. In particular, the essay questions whether a fiduciary duty of care might require officers and directors to adopt internal control systems, perhaps substantially similar to those envisioned by SOX, even if small public companies were exempt from the ambit of the statute.
Data Devolution: Corporate Information Security, Consumers, And Future Of Regulation, Andrea M. Matwyshyn
Data Devolution: Corporate Information Security, Consumers, And Future Of Regulation, Andrea M. Matwyshyn
Chicago-Kent Law Review
No abstract provided.
Data Collection And Leakage, Philip Howard, Kris Erickson
Data Collection And Leakage, Philip Howard, Kris Erickson
Chicago-Kent Law Review
Every year millions of digital records containing personally identifiable information are exposed. When are malicious hackers to blame, and when is it organizational malfeasance? Which kinds of organizations—private firms, government agencies, or educational institutions—lose the most data? With over 1.9 billion records lost (on average that's 9 records per U.S. adult), a surprising number of breaches can be attributed to organizational practices.
Trade Secrets, Data Security And Employees, Elizabeth Rowe
Trade Secrets, Data Security And Employees, Elizabeth Rowe
Chicago-Kent Law Review
This essay argues that data security is important to the protection of trade secret information, and that trusted employees on the inside pose the biggest threat to the protection of trade secrets. While investments in technical measures such as firewalls and encryption are important, it is also necessary for companies to consider the internal threats from employees when creating corporate security programs. Ultimately, a more comprehensive approach that includes technical and human elements, as well as consideration of inside and outside threats is likely to be more effective in the battle to secure data.
Lessons From Germany: Improving On The U.S. Model For Corporate Governance, Tien Glaub
Lessons From Germany: Improving On The U.S. Model For Corporate Governance, Tien Glaub
Brigham Young University International Law & Management Review
No abstract provided.
The Hollowing Out Of Corporate Canada: Implications For Transnational Labor Law, Policy And Practice, Harry Arthurs
The Hollowing Out Of Corporate Canada: Implications For Transnational Labor Law, Policy And Practice, Harry Arthurs
Buffalo Law Review
No abstract provided.
Arrow's Theorem And The Exclusive Shareholder Franchise, Grant Hayden, Matthew Bodie
Arrow's Theorem And The Exclusive Shareholder Franchise, Grant Hayden, Matthew Bodie
Vanderbilt Law Review
The doctrine of shareholder primacy has received substantial attention from its legions of proponents, its indefatigable opponents, and even its disinterested observers. The notion that a corporation should be run in the interests of its shareholders is the theoretical foundation upon which modern corporate law stands. Almost all empirical study in corporate law is premised on a notion of shareholder primacy, and these results would lose much of their meaning if the theory were somehow disproved. Perhaps most importantly, shareholders do in fact have primacy of place within the corporation, as they alone generally have the right to elect the …
Has Corporate Law Failed? Addressing Proposals For Reform, Antony Page
Has Corporate Law Failed? Addressing Proposals For Reform, Antony Page
Michigan Law Review
Part I of this Review discusses the modem "nexus of contracts" approach to corporations and highlights how Greenfield's views differ. Part II examines corporate goals and purposes, suggesting that Greenfield overstates the impact of the shareholder-primacy norm and does not offer a preferable alternative. Part III critiques the means to the ends--Greenfield's proposals for changing the mechanics of corporate governance. Although several of his proposals are intriguing, they seem unlikely to achieve their pro-social aims. This Review remains skeptical, in part because-even given its problems-the U.S. "director-centric governance structure has created the most successful economy the world has ever seen." …
Corporate Privacy Trend: The “Value” Of Personally Identifiable Information (“Pii”) Equals The “Value” Of Financial Assets, John T. Soma, J. Zachary Courson, John Cadkin
Corporate Privacy Trend: The “Value” Of Personally Identifiable Information (“Pii”) Equals The “Value” Of Financial Assets, John T. Soma, J. Zachary Courson, John Cadkin
Richmond Journal of Law & Technology
Corporate America’s increasing dependence on the electronic use of personally identifiable information (“PII”) necessitates a reexamination and expansion of the traditional conception of corporate assets. PII is now a commodity that companies trade and sell. As technological development increases, aspects of day-to-day business involving PII are performed electronically in a more cost effective and efficient manner. PII, which companies obtain at little cost, has quantifiable value that is rapidly reaching a level comparable to the value of traditional financial assets.
Cornerstone Investors And Initial Public Offerings On The Stock Exchange Of Hong Kong, Chee Keong Low
Cornerstone Investors And Initial Public Offerings On The Stock Exchange Of Hong Kong, Chee Keong Low
Fordham Journal of Corporate & Financial Law
No abstract provided.
Responding To The Subprime Mess: The New Regulatory Landscape, David Schmudde
Responding To The Subprime Mess: The New Regulatory Landscape, David Schmudde
Fordham Journal of Corporate & Financial Law
No abstract provided.
Don't Cry For Me Argentina: Economic Crises And The Restructuring Of Financial Property, Horacio Spector
Don't Cry For Me Argentina: Economic Crises And The Restructuring Of Financial Property, Horacio Spector
Fordham Journal of Corporate & Financial Law
No abstract provided.
D&O Insurance In Bankruptcy: Just Another Business Contract, Elina Chechelnitsky
D&O Insurance In Bankruptcy: Just Another Business Contract, Elina Chechelnitsky
Fordham Journal of Corporate & Financial Law
No abstract provided.
The Crumbled Difference Between Legal And Illegal Arbitration Awards: Hall Street Associates And The Waning Public Policy Exception, Jonathan A. Marcantel
The Crumbled Difference Between Legal And Illegal Arbitration Awards: Hall Street Associates And The Waning Public Policy Exception, Jonathan A. Marcantel
Fordham Journal of Corporate & Financial Law
No abstract provided.
Eat Your Vegetables (Or At Least Understand Why You Should): Can Better Warning And Education Of Prospective Minority Owners Reduce Oppression In Closely Held Businesses?, Michael K. Molitor
Eat Your Vegetables (Or At Least Understand Why You Should): Can Better Warning And Education Of Prospective Minority Owners Reduce Oppression In Closely Held Businesses?, Michael K. Molitor
Fordham Journal of Corporate & Financial Law
No abstract provided.
Securities Fraud, Officer And Director Bars, And The "Unfitness" Inquiry After Sarbanes-Oxley, Jon Carlson
Securities Fraud, Officer And Director Bars, And The "Unfitness" Inquiry After Sarbanes-Oxley, Jon Carlson
Fordham Journal of Corporate & Financial Law
No abstract provided.