Law Commons^™

The Romantic Corporation: Trademark, Trust, And Tyranny, Malla Pollack

Malla Pollack

Humans in the United States, and many other market-centric nations, live in a world extensively populated by friendly, helpful, honest, charitable, patriotic beings worthy of our respect and support – none of whom exist. Yet these fellow-beings speak to us humans so often that they must be part of our ingrained perception of the world. Who are they? They are the marketing personas created by totally self-interested businesses. They harm humans not only by misdirection in specific instances, but by providing cover for our government’s improper prioritization of corporate interests over human interests. This systemic distortion of public perception is …

Reves Revisited, Janet Kerr, Karen M. Eisenhauer

Pepperdine Law Review

No abstract provided.

Revising Federal Securityholder Communication Rules To Respond To Pension Funds' Increasing Market Presence, Kenneth R. Lehman

Pepperdine Law Review

No abstract provided.

Collateral Participant Liability Under State Securities Laws, Douglas M. Branson

Pepperdine Law Review

No abstract provided.

Interpreting Nonshareholder Constituency Statutes, Stephen M. Bainbridge

Pepperdine Law Review

No abstract provided.

Regulatory Conflicts: International Tender And Exchange Offers In The 1990s, John C. Maguire

Pepperdine Law Review

No abstract provided.

Mandatory Class Action Lawsuits As A Restructuring Technique, Bryant B. Edwards, Jeffrey A. Herbst, Selina K. Hewitt

Pepperdine Law Review

No abstract provided.

Corporate Governance: Some Unasked Questions A Personal Commentary, Henry Lesser

Pepperdine Law Review

No abstract provided.

Foreword, Marc I. Steinberg

Pepperdine Law Review

No abstract provided.

Corporations As Ships: An Inquiry Into Personal Accountability And Institutional Legitimacy , Art Wolfe

Pepperdine Law Review

No abstract provided.

Indopco, Inc. V. Commissioner: National Starch Isn't The Only One "Stiffed" By The Supreme Court's Decision, Jeffrey Gates Davis

Pepperdine Law Review

No abstract provided.

An Analysis Of Warranty Claims Instituted By Non-Privity Plaintiffs In Jurisdictions That Have Adopted Uniform Commercial Code Section 2-318 (Alternative A), William L. Stallworth

Pepperdine Law Review

No abstract provided.

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.

How Long Can This Go On? The Controversy Over The Application Of The Statute Of Limitations To S Corporations And Their Shareholders, J. Marcus Sommers

Pepperdine Law Review

No abstract provided.

Determining The Proper Pleading Standard Under The Private Securities Litigation Reform Act Of 1995 After In Re Silicon Graphics , Erin Brady

Pepperdine Law Review

No abstract provided.

Breaking The Seal On White-Collar Criminal Search Warrant Materials , David Horan

Pepperdine Law Review

No abstract provided.

A Contractarian Critique Of Citizens United, Joseph F. Morrissey

Joseph F. Morrissey

Abstract

In Citizens United v. Federal Election Commission, a 5–4 majority overturned a congressional enactment limiting corporate electioneering. Decided in 2010, the Citizens United opinion has already been harshly criticized by a broad spectrum of people, ranging from President Obama to Ben & Jerry. A group of senators has even called for a constitutional amendment to undo the results of that decision.

In this article, I criticize the majority opinion in Citizens United for ignoring the prevailing contractarian view of a corporation. In so doing, the majority arrived at the false conclusion that corporations should be entitled to the constitutional …

Ten Essential Elements Of An Effective Dispute Resolution Program , Stephen F. Gates

Pepperdine Dispute Resolution Law Journal

For an organization with a significant number of outstanding lawsuits and pre-litigation claims, it is important to have a comprehensive and disciplined program of managing disputes to produce optimal outcomes with consistency, effectiveness and cost efficiency. Based on my experience at large, complex industrial companies with well over 2,000 litigation matters outstanding at any time, the effective management of the dispute portfolio requires that each matter be managed effectively and that more matters be resolved each year than the number of new matters that arise. The focus of this article is corporate law departments, but the concepts are applicable to …

The Strategic Relationship Between Ethics And Dispute Resolution: What Every Ceo Should Know, Mary L. Walker, R. Philip Deavel

Pepperdine Dispute Resolution Law Journal

This article advocates that there is a dynamic relationship between a values-based ethics program and a commitment to dispute resolution that can revolutionize the way we think about both. The United States Air Force is a global organization with many relationships, including those with other governments, other federal agencies, corporate contractors and its members and employees. Hence, these concepts are not academic to us-they are the lifeblood that allows us to successfully accomplish our mission. But they also have implications for our corporate partners. Why would we have an interest in how private corporations approach the subjects of ethics and …

Why We Still Litigate, Phillip M. Armstrong

Pepperdine Dispute Resolution Law Journal

The benefits of Alternative Dispute Resolution ("ADR"), particularly mediation, are well documented and often touted. Some of these benefits are: cost savings, confidentiality, preservation of business relationships, finality, better outcomes, and more control. The list goes on, and rightfully so. The Comell/PERC study and the more recent BTI study, among others, have made it clear that corporate America has embraced ADR, particularly mediation, as a preferred means of resolving many disputes. As a long-time member of an in-house law department, I have watched our own management of commercial litigation and claims evolve from a typical "winner takes all" approach to …

The Corporate Gatekeeper In Ethical Perspective, Christopher T. Hines

Christopher T Hines

The fallout from the financial crisis continues to inform the development of corporate and securities law, and the new regulatory landscape for economic activity within the United States is beginning to take form. This evolutionary process, however, has been anything but stable or certain. As might be expected, in concert with such momentous change in law and policy, recriminations for and associated investigations of past activity continue to affect competent regulators as well as market participants. Nevertheless, while many of the underlying causes of the financial crisis are now better understood by both policy makers and scholars, the question remains—given …

Improving The Benefit Corporation: How Traditional Governance Mechanisms Can Enhance The Innovative New Business Form, Steven Munch

Northwestern Journal of Law & Social Policy

In recent years, a number of states have offered innovative new business forms to accommodate social enterprises, organizations that pursue both profit and social purpose. These hybrid forms are designed to free socially conscious entrepreneurs from the strict pursuit of shareholder value maximization that often controls in business practice and law, allowing them instead to serve the interests of other company stakeholders or even society. One form, the benefit corporation, has been adopted by seven states and is now under consideration in several more. This Note details the development, provisions, and advantages of the benefit corporation. It also identifies and …

"The End Of The Beginning?": A Comprehensive Look At The U.N.'S Business And Human Rights Agenda From A Bystander Perspective, Jena Martin Amerson

Fordham Journal of Corporate & Financial Law

With the endorsement of the Guiding Principles regarding the issue of business and human rights, an important chapter has come to a close. Beginning with the then U.N. Secretary-General’s “global compact” speech in 1999, the international legal framework for business and human rights has undergone tremendous change and progress. Yet, for all these developments, there has been no exhaustive examination in the legal academy of all of these events; certainly there is no one piece that discusses or analyzes all the major instruments that have been proposed and endorsed by the U.N. on the subject of business and its relationship …

Whistleblowers And Rogues: An Urgent Call For An Affirmative Defense To Corporate Criminal Liability, Marcia Narine

Catholic University Law Review

No abstract provided.

The Perpetual Corporation, Andrew A. Schwartz

Publications

Courts and commentators take for granted that the ultimate objective of a business corporation is long-run profitability, not immediate profits. But a corporation is a creature of statute, so a statutory source for this rule must be found--or it is not really a rule. Yet prior literature has not identified any such legal basis, leaving a gap in corporate theory. This Article fills that gap by showing that the modern corporation is obliged to act with a long-term view because it has "perpetual existence" under the law. This Article then explains that because they must plan for a perpetual future, …

Purpose, Precedent, And Politics: Why Concepcion Covers Less Than You Think, Michael A. Helfand

Michael A Helfand

This article sketches some possible limitations on the impact AT&T Mobility v. Concepcion will have going forward. While many have seen the Supreme Court’s decision as simultaneously signaling an end to the viability of class action lawsuits and undermining principles of federalism, there may be reasons to believe that it will not have implications quite so far reaching. Specifically, this article proposes three reasons why Concepcion’s impact may be limited. First, the decision lends itself to a more narrow reading, which simply demands that courts take the entire of an arbitration agreement into account before deploying common law defenses to …