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Articles 1 - 30 of 41
Full-Text Articles in Law
Solving The "King Lear Problem", Benjamin Means
Solving The "King Lear Problem", Benjamin Means
Faculty Publications
In Shakespeare’s play, King Lear, an aging ruler relinquished control to two of his three daughters. The succession failed miserably, destroying his family and destabilizing his kingdom. King Lear shows why few family businesses survive beyond three generations. Understanding Lear’s failure is crucial to avoiding Lear’s fate, whether the family business in question is a monarchy, a media empire, or a hardware store. The conventional wisdom is that Lear gave away his kingdom too soon and left himself vulnerable to predatory heirs. This has been referred to as the “King Lear Problem.”
The conventional wisdom is wrong. Lear’s succession plan …
The Systems Approach To Teaching Business Associations, Lynn M. Lopucki, Andrew Verstein
The Systems Approach To Teaching Business Associations, Lynn M. Lopucki, Andrew Verstein
UF Law Faculty Publications
The systems approach applies the methods of systems analysis to law. The principal method is to describe the system, situate a problem within the system, and take system mechanics into account in solving it. The system might be the “legal system”—essentially litigation. But more often, it is a “law-related system”—one not composed of law, but one in which law plays a role. That system might be crime, the Internet, the corporation, or any other activity substantially affected by law. The analyst situates the application of law in the context of the physical system as it actually operates. In business associations, …
Law And The Blockchain, Usha Rodrigues
Law And The Blockchain, Usha Rodrigues
Scholarly Works
All contracts are necessarily incomplete. The inefficiencies of bargaining over every contingency, coupled with humans’ innate bounded rationality, mean that contracts cannot anticipate and address every potential eventuality. One role of law is to fill gaps in incomplete contracts with default rules. The blockchain is a distributed ledger that allows the cryptographic recording of transactions and permits “smart” contracts that self-execute automatically if their conditions are met. Because humans code the contracts of the blockchain, gaps in these contracts will arise. Yet in the world of “smart contracting” on the blockchain, there is no place for the law to step …
Corporate Charter Competition, Lynn M. Lopucki
Corporate Charter Competition, Lynn M. Lopucki
UF Law Faculty Publications
The corporate charter competition has dominated the corporate law literature for four decades. This Article draws on the theoretical and empirical insights from that vast literature to present a systems analysis of the competition. The analysis shows the competition to be a system composed of three subsystems, joined by the internal affairs doctrine. The subsystems are those by which (1) corporations choose incorporation states, (2) states decide what packages to offer, and (3) states and stakeholders choose the courts that interpret and enforce corporate law. The analysis suggests that the standard account of charter competition should be revised in five …
The Battle Over Corporate Bylaws, Ariel Beverly
The Battle Over Corporate Bylaws, Ariel Beverly
Loyola of Los Angeles Law Review
No abstract provided.
Teaching Business Associations With Group Oral Midterms: Benefits And Drawbacks, Joan Macleod Heminway
Teaching Business Associations With Group Oral Midterms: Benefits And Drawbacks, Joan Macleod Heminway
Scholarly Works
I focus in this Article on a particular way to assess student learning in a Business Associations course. Those of us involved in legal education for the past few years know that “assessment” has been a buzzword...or a bugaboo...or both. The American Bar Association (ABA) has focused law schools on assessment (institutional and pedagogical), and that focus is not, in my view, misplaced. Until relatively recently, much of student assessment in law school doctrinal courses was rote behavior, seemingly driven by heuristics and resulting in something constituting (or at least resembling) information cascades or other herding behaviors.
In the fall …
What Courses Should Law Students Take? Lessons From Harvard's Biglaw Survey, John C. Coates Iv, Jess M. Fried, Kathryn E. Spier
What Courses Should Law Students Take? Lessons From Harvard's Biglaw Survey, John C. Coates Iv, Jess M. Fried, Kathryn E. Spier
Journal of Legal Education
No abstract provided.
The Derivative Nature Of Corporate Constitutional Rights, Margaret M. Blair, Elizabeth Pollman
The Derivative Nature Of Corporate Constitutional Rights, Margaret M. Blair, Elizabeth Pollman
All Faculty Scholarship
This Article engages the two hundred year history of corporate constitutional rights jurisprudence to show that the Supreme Court has long accorded rights to corporations based on the rationale that corporations represent associations of people from whom such rights are derived. The Article draws on the history of business corporations in America to argue that the Court’s characterization of corporations as associations made sense throughout most of the nineteenth century. By the late nineteenth century, however, when the Court was deciding several key cases involving corporate rights, this associational view was already becoming a poor fit for some corporations. The …
Reflections On Teaching Business Associations: The Case For Teaching More Agency And Unincorporated Business Entity Law, Mark J. Loewenstein
Reflections On Teaching Business Associations: The Case For Teaching More Agency And Unincorporated Business Entity Law, Mark J. Loewenstein
Publications
This paper argues for increased coverage of the law of agency and alternative entities in business associations courses.
Enduring Design For Business Entities, William E. Foster
Enduring Design For Business Entities, William E. Foster
Utah Law Review
The success or failure of an institution may hinge on some of the earliest decisions of its founders. In constitutional design literature, endurance is a widely accepted drafting objective. Indeed, constitutional endurance is positively associated with prosperous and stable societies. Like drafters of constitutions, business organizers have almost innumerable objectives for their enterprises, and attorneys drafting organizational documents must take into account these myriad goals. Oftentimes the drafting process fails to fully address some of the most important of these aims and results in suboptimal structures that lack predictability and reliability.
This article looks specifically at small business organizations and …
Enduring Design For Business Entities, William E. Foster
Enduring Design For Business Entities, William E. Foster
William E Foster
Book Review Of Freedom To Harm: The Lasting Legacy Of The Laissez-Faire Revival, By Thomas O. Mcgarity, Joel A. Mintz
Book Review Of Freedom To Harm: The Lasting Legacy Of The Laissez-Faire Revival, By Thomas O. Mcgarity, Joel A. Mintz
Journal of Legal Education
No abstract provided.
Shareholder Primacy In The Classroom After The Financial Crisis, David Millon
Shareholder Primacy In The Classroom After The Financial Crisis, David Millon
David K. Millon
No abstract provided.
Foreword, Robert J. Rhee
Teaching Business Law Through An Entrepreneurial Lens, Michelle M. Harner
Teaching Business Law Through An Entrepreneurial Lens, Michelle M. Harner
Michelle M. Harner
The legal market has changed. Although change creates uncertainty and fear, it also can create opportunity. This essay explores the opportunity for innovation in the business law curriculum, and the role of simulation to help create more practice-aware new lawyers.
Enduring Equity In The Close Corporation, Lyman P.Q. Johnson
Enduring Equity In The Close Corporation, Lyman P.Q. Johnson
Lyman P. Q. Johnson
This Article develops the theme of change/sameness in corporate law. Written to commemorate the thirty-fifth anniversary of Wilkes v. Springside Nursing Home, Inc., the Article argues that the equitable fiduciary duties so central to Wilkes endure today in the close corporation precisely because equity, by its nature, is so exquisitely adaptive – under constantly changing circumstances − to the ongoing pursuit of a just ordering within the corporation. Unlike fixed legal rules – which are categorical, static, and do not take sufficient account of changes wrought by time or human arationality – equity is malleable and timely as it reckons …
Teaching Federal Corporate Law, Verity Winship
Teaching Federal Corporate Law, Verity Winship
Journal of Business & Technology Law
No abstract provided.
Teaching Citizens United V. Fec In The Introductory Business Associations Course, Michael D. Guttentag
Teaching Citizens United V. Fec In The Introductory Business Associations Course, Michael D. Guttentag
Journal of Business & Technology Law
No abstract provided.
Teaching Business Associations Law In The Evolving New Market Economy, Joan Macleod Heminway
Teaching Business Associations Law In The Evolving New Market Economy, Joan Macleod Heminway
Journal of Business & Technology Law
No abstract provided.
Teaching Business Law Through An Entrepreneurial Lens, Michelle M. Harner
Teaching Business Law Through An Entrepreneurial Lens, Michelle M. Harner
Journal of Business & Technology Law
The legal market has changed. Although change creates uncertainty and fear, it also can create opportunity. This essay explores the opportunity for innovation in the business law curriculum, and the role of simulation to help create more practice-aware new lawyers.
Teaching Amidst Transformation: Integrating Global Perspectives On The Financial Crisis Into The Classroom, Shruti Rana
Teaching Amidst Transformation: Integrating Global Perspectives On The Financial Crisis Into The Classroom, Shruti Rana
Journal of Business & Technology Law
No abstract provided.
Foreword, Robert J. Rhee
Incorporating Litigation Perspectives To Enhance The Business Associations Course, Ann M. Scarlett
Incorporating Litigation Perspectives To Enhance The Business Associations Course, Ann M. Scarlett
Journal of Business & Technology Law
No abstract provided.
Double Dutch: Teaching Business Associations In Two Semesters, Christyne J. Vachon
Double Dutch: Teaching Business Associations In Two Semesters, Christyne J. Vachon
Journal of Business & Technology Law
No abstract provided.
Teaching Antitrust After The Financial Crisis, Maurice E. Stucke
Teaching Antitrust After The Financial Crisis, Maurice E. Stucke
Journal of Business & Technology Law
No abstract provided.
Teaching Business Law In The New Economy; Strategies For Success, Kamille Wolff Dean
Teaching Business Law In The New Economy; Strategies For Success, Kamille Wolff Dean
Journal of Business & Technology Law
No abstract provided.
Shareholder Primacy In The Classroom After The Financial Crisis, David Millon
Shareholder Primacy In The Classroom After The Financial Crisis, David Millon
Journal of Business & Technology Law
No abstract provided.
Teaching Business Associations Law In The Evolving New Market Economy, Joan Macleod Heminway
Teaching Business Associations Law In The Evolving New Market Economy, Joan Macleod Heminway
Scholarly Works
Over the past ten years, the doctrinal rules governing business associations have become more complex (with, e.g., the addition of significant federal law on corporate governance and corporate finance and the recent enactment of social enterprise forms of entity). Moreover, a number of us have added experiential learning to the business associations course (or another similarly titled foundational course on business entity law) and have increased the number and types of assessment tools used in our business associations pedagogy. This has made the task of teaching business associations somewhat overwhelming.
Law faculty respond to the challenges of teaching introductory business …
Improving The Benefit Corporation: How Traditional Governance Mechanisms Can Enhance The Innovative New Business Form, Steven Munch
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 …
Enduring Equity In The Close Corporation, Lyman P.Q. Johnson
Enduring Equity In The Close Corporation, Lyman P.Q. Johnson
Scholarly Articles
This Article develops the theme of change/sameness in corporate law. Written to commemorate the thirty-fifth anniversary of Wilkes v. Springside Nursing Home, Inc., the Article argues that the equitable fiduciary duties so central to Wilkes endure today in the close corporation precisely because equity, by its nature, is so exquisitely adaptive – under constantly changing circumstances − to the ongoing pursuit of a just ordering within the corporation. Unlike fixed legal rules – which are categorical, static, and do not take sufficient account of changes wrought by time or human arationality – equity is malleable and timely as it reckons …