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Full-Text Articles in Law

Corporate Governance And Accountability, Renee M. Jones Nov 2011

Corporate Governance And Accountability, Renee M. Jones

Renee Jones

This book chapter on Corporate Governance and Accountability is a contribution to the book CORPORATE GOVERNANCE - SYNTHESIS OF THEORY, RESEARCH, AND PRACTICE (Wiley, forthcoming 2010), edited by Ronald Anderson and H. Kent Baker. This chapter describes the sources of corporate governance standards for American corporations and analyzes the accountability mechanisms designed to ensure that corporate officials act faithfully in their management of corporate affairs. The chapter focuses on the financial reporting system under the U.S. securities laws which forms the foundation of the accountability system, and discusses structures and rules designed to ensure the integrity of financial reporting. The …


Legitimacy And Corporate Law: The Case For Regulatory Redundancy, Renee M. Jones Nov 2011

Legitimacy And Corporate Law: The Case For Regulatory Redundancy, Renee M. Jones

Renee Jones

This article provides a democratic assessment of the corporate law making structure in the United States. It draws upon the basic democratic principle that those affected by legal rules should have a voice in determining the substance of those rules. Although other commentators have noted certain undemocratic aspects of corporate law, this Article is the first to present a comprehensive assessment of the corporate regulatory structure from the perspective of democracy. It departs from prior accounts by looking past the states' role to consider the ways that federal regulation shores up the legitimacy of the overarching structure. This focus on …


Fiduciary Relationships Are Not Contracts, Scott Fitzgibbon Sep 2011

Fiduciary Relationships Are Not Contracts, Scott Fitzgibbon

Scott T. FitzGibbon

No abstract provided.


"Patient Capital": Can Delaware Corporate Law Help Revive It?, Jack B. Jacobs Sep 2011

"Patient Capital": Can Delaware Corporate Law Help Revive It?, Jack B. Jacobs

Washington and Lee Law Review

No abstract provided.


Midwest Corporate Law Scholars Conference Presentation: Mitigating The Harmful Effects Of Proxy Access (Sec Rule 14a-11), Bernard S. Sharfman Jun 2011

Midwest Corporate Law Scholars Conference Presentation: Mitigating The Harmful Effects Of Proxy Access (Sec Rule 14a-11), Bernard S. Sharfman

Bernard S Sharfman

Presentation given at the Midwest Corporate Law Scholars Conference (June 15, 2011)


International Jurisdictional Competition Under Globalization: From The U.S. Regulation Of Foreign Private Issuers To Taiwan’S Restrictions On Outward Investment In Mainland China, Chang-Hsien Tsai Dec 2010

International Jurisdictional Competition Under Globalization: From The U.S. Regulation Of Foreign Private Issuers To Taiwan’S Restrictions On Outward Investment In Mainland China, Chang-Hsien Tsai

Chang-hsien (Robert) TSAI

Drawing a lesson from the story that the Sarbanes-Oxley Act drives away foreign issuers and then their physical exit provokes a change in the U.S. regulation of non-U.S. issuers, this article takes as another case study the phenomenon that Taiwanese firms list shares overseas, to further test how usual law market demand and supply forces (or underlying exit and voice rights) interplay under international jurisdictional competition. Put simply, both cases of the U.S. and Taiwan significantly elaborate that law market forces underlying international jurisdictional competition are similarly at work even on both sides of the Pacific Ocean. Specifically, globalization strengthens …