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Articles 1 - 13 of 13
Full-Text Articles in Law
New Game Plan Or Business As Usual? A Critique Of The Team Production Model Of Corporate Law, David K. Millon
New Game Plan Or Business As Usual? A Critique Of The Team Production Model Of Corporate Law, David K. Millon
David K. Millon
None available.
Federal Judicial And Legislative Jurisdiction Over Entities Abroad: The Long-Arm Of U.S. Antitrust Law And Viable Solutions Beyond The Timberlane/Restatement Comity Approach, Michael G. Mckinnon
Federal Judicial And Legislative Jurisdiction Over Entities Abroad: The Long-Arm Of U.S. Antitrust Law And Viable Solutions Beyond The Timberlane/Restatement Comity Approach, Michael G. Mckinnon
Pepperdine Law Review
No abstract provided.
Boardroom Diversity: Why It Matters, Lawrence J. Trautman
Boardroom Diversity: Why It Matters, Lawrence J. Trautman
Lawrence J. Trautman Sr.
What exactly is board diversity and why does it matter? How does diversity fit in an attempt to build the best board for an organization? What attributes and skills are required by law and what mix of experiences and talents provide the best corporate governance? Even though most companies say they are looking for diversity, why has there been such little progress? Are required director attributes, which are a must for all boards, consistent with future diversity gains and aligned with achieving high performance and optimal board composition? How might women and people of color best cultivate the skills necessary …
The Stakeholder Strategy, Kent Greenfield
Are Shareholders Owners?, Kent Greenfield
Caremark's Irrelevance, Mercer E. Bullard
Caremark's Irrelevance, Mercer E. Bullard
Mercer E Bullard
In re Caremark Int’l Inc. Derivative Litig. is commonly held out as the iconic corporate law case on liability for a failure of legal compliance, but the true source of corporate law as to legal compliance is the higher standard established by other sources of law. The expected cost of liability, both criminal and civil, for violations of federal healthcare regulations, for example, is a far stronger determinant of corporate compliance systems than potential liability under Caremark. Other areas of industry-specific regulation, such as for financial services, telecommunications and energy, similarly play a greater role than state corporate law in …
The Wobbly Legal Arguments Against Dodd-Frank, Kent Greenfield
The Wobbly Legal Arguments Against Dodd-Frank, Kent Greenfield
Kent Greenfield
No abstract provided.
Human Rights Compliance And Accountability For U.S. Multinational Enterprises: A Principled Step Forward After Sosa And Kiobel, Paul Regan
Paul L Regan
This article proposes a Congressional statutory solution to resolve when a multinational corporation can be liable under the Alien Tort Statute on a claim for human rights abuses arising from a corporation’s overseas business operations. Under this proposal a U.S. multinational would be directly liable for human rights violations of its overseas subsidiary where it (1) failed to ensure that its overseas subsidiary had in place a reasonably effective and functioning human rights compliance system or (2) acquired knowledge of ongoing human rights violations by its overseas subsidiary and failed to take meaningful corrective measures in a timely way.
Unconscionability And Consent In Corporate Law (A Comment On Cunningham), Kent Greenfield
Unconscionability And Consent In Corporate Law (A Comment On Cunningham), Kent Greenfield
Kent Greenfield
Lawrence Cunningham has written an insightful and persuasive article calling on courts to apply the contract-law doctrine of unconscionability in evaluating executive compensation. According to Cunningham, this additional doctrinal tool will allow courts to engage in genuine and meaningful oversight of excessive compensation. He argues that such oversight is valuable because existing corporate-law doctrine too often prompts courts to defer too much and too often to management’s decisions. Cunningham’s argument is modest yet impactful. It is modest in that it simply proposes that courts take account of a well-established area of contract law to analyze and evaluate the compensation contracts …
The Puzzle Of Short-Termism, Kent Greenfield
The Puzzle Of Short-Termism, Kent Greenfield
Kent Greenfield
From the Introduction: When pondering the question of the “sustainable corporation,” as we did in this symposium, one of the intractable problems is the nature of the corporation to produce externalities. By noting this characteristic, I am not making a moral point but an economic one. The nature of the firm is to create financial wealth by producing goods and services for profit; without regulatory or contractual limits, the firm has every incentive to externalize costs onto those whose interests are not included in the firm’s current financial calculus. In fact, because of the corporation’s tendency to create benefits for …
A Review Of The Proposed Amendments To Be Made To S 216a Of The Companies Act, Linus Koh
A Review Of The Proposed Amendments To Be Made To S 216a Of The Companies Act, Linus Koh
Linus Koh
No abstract provided.
The Merger Agreement Myth, Jeffrey Manns, Robert Anderson
The Merger Agreement Myth, Jeffrey Manns, Robert Anderson
GW Law Faculty Publications & Other Works
Practitioners and academics have long assumed that financial markets value the deal-specific legal terms of public company acquisition agreements, yet legal scholarship has failed to subject this premise to empirical scrutiny. The conventional wisdom is that markets must value the tremendous amount of time and money invested in negotiating and tailoring the legal provisions of acquisition agreements to address the distinctive risks facing each merger. But the empirical question remains of whether markets actually price the legal terms of acquisition agreements or whether they solely value the financial terms of mergers. To investigate this question, we designed a modified event …
Pluralism In Corporate Form: Corporate Law And Benefit Corps., Lyman Johnson
Pluralism In Corporate Form: Corporate Law And Benefit Corps., Lyman Johnson
Lyman P. Q. Johnson
No abstract provided.