Law Commons^™

Martha’S (And Steve’S) Good Faith: An Officer’S Duty Of Loyalty At The Intersection Of Good Faith And Candor, Joan Macleod Heminway

Scholarly Works

This short paper begins to explore whether a corporate officer’s duty of good faith extends to public disclosures of personal facts. Specifically, the paper preliminarily attacks the following question: in the post Stone v. Ritter, post-Gantler v. Stephens era in which we now live, is the absence or inadequacy of an executive officer’s disclosure of personal facts a breach of the duty of good faith and, as a result, the fiduciary duty of loyalty under Delaware law? The answer to this question is tied up in recent jurisprudence of the Delaware Supreme Court at the intersection of the duty of …

Executive Employment Agreements In Tennessee: An Annotated Model Tennessee Executive Employment Agreement, Joan Macleod Heminway, Trace Blankenship

Scholarly Works

The coauthors have constructed an annotated model executive employment agreement for use in connection with mergers and acquisitions, annotated with footnotes on substantive law and legal drafting issues. They intend that this model agreement serve as a research piece, teaching tool, and practitioner resource. This annotated model agreement is the most recent in a series of coauthored merger and acquisition agreements and ancillary agreements and instruments published by Transactions: The Tennessee Journal of Business Law beginning in 2003.

The Long War, The Federal Courts, And The Necessity/Legality Paradox, Stephen I. Vladeck

University of Richmond Law Review

No abstract provided.

Race In The War On Drugs: The Social Consequences Of Presidential Rhetoric, Jeff L. Yates, Andrew Whitford

Jeff L Yates

One of the president’s main leadership tools for influencing the direction of American legal policy is public rhetoric. Numerous studies have examined the president’s use of the “bully pulpit” to lead policy by influencing Congress or public opinion, or by changing the behavior of public agencies. We argue that the president can use rhetoric to change the behavior of public agencies and that this can have important social consequences. We focus on the disproportionate impact of presidential rhetoric on different “target populations” in the context of the War on Drugs. Specifically, we observe that presidential rhetoric had a greater impact …

What Oaths Meant To The Framers’ Generation: A Preliminary Sketch, Steve Sheppard

Steve Sheppard

To the Framers’ generation, oaths of office were understood as commitments, both public and personal, which stemmed from a source of morality. Recent discussions have raised concerns over whether or not the closing phrase in many oaths of office, “so help me God,” demonstrates a possible preference by the Framers for religious leaders and commitments to God. Oaths are not only an acceptance of an office itself, but also the acceptance of the office’s obligations. While oaths state an office’s obligations generally, the obligations include all that could be reasonably inferred from the nature of the office, including the use …

Clawbacks: Prospective Contract Measures In An Era Of Excessive Executive Compensation And Ponzi Schemes, Miriam A. Cherry, Jarrod Wong

Faculty Publications

(Excerpt)

Months after insurance giant American International Group (AIG) faltered and the federal government provided financial assistance to keep the company afloat, executive compensation and bonus practices at the company came under scrutiny. Taxpayers balked when evidence came to light that large bonuses were being paid to executives—the same executives, in certain instances, who had been responsible for AIG's losses. The disconnect between AIG's huge losses and the multi-million dollar bonus payments is a striking example of "pay without performance," a phenomenon that Professors Jesse Fried and Lucian Bebchuk documented in their book of the same name. Responding to public …

Medellín V. Texas: The Treaties That Bind, Mary D. Hallerman

University of Richmond Law Review

No abstract provided.

Wanted: Female Corporate Directors (A Review Of Professor Douglas M. Branson's No Seat At The Table), Joan Macleod Heminway, Sarah A. Walters

Scholarly Works

In his 2007 book No Seat at the Table, Professor Douglas Branson aptly describes how patterns of male dominance inherent in the legal structures of corporate governance reproduce themselves again and again to keep women out of executive suites and boardrooms, and then he offers a practical way to break this cycle of dominance-through paradigm shifting. A central value of Professor Branson's book derives from this thesis, as well as his use of nontraditional empirical data and interdisciplinary literature (in addition to more traditional decisional law and legal scholarship) to support the positions he takes. Moreover, No Seat at …