Law Commons^™

How To Fix Wall Street: A Voucher Financing Proposal For Securities Intermediaries, Stephen Choi, Jill E. Fisch

All Faculty Scholarship

No abstract provided.

A Jurisdictional Approach To Collapsing Corporate Distinctions, Peter B. Oh

Articles

This article challenges our persistent path dependence on defunct distinctions between corporations and certain limited unincorporated associations. Recent federal tax regulations have inspired proposals for consolidated treatment of all limited business organizations through uniformly based or universally applicable statutes. I contend these proposals are preoccupied with how hybrid organizations such as the limited liability company and the limited liability partnership amalgamate, and thus implicitly preserve, traditional dichotomies between corporations and partnership categorizations as well as entities and aggregate theories. The continued use of these schemes compromises the legal basis for such proposals.

By critically examining certain jurisdictional principles, this article …

Shareholder Value And Auditor Independence, William W. Bratton

All Faculty Scholarship

This Article questions the practice of framing problems concerning auditors’ professional responsibility inside a principal-agent paradigm. If professional independence is to be achieved, auditors cannot be enmeshed in agency relationships with the shareholders of their audit clients. As agents, the auditors by definition become subject to the principal’s control and cannot act independently. For the same reason, auditors’ duties should be neither articulated in the framework of corporate law fiduciary duty, nor conceived relationally at all. These assertions follow from an inquiry into the operative notion of the shareholder-beneficiary. The Article unpacks the notion of the shareholder and tells a …

The Case For Repealing The Corporate Alternative Minimum Tax, Terrence R. Chorvat, Michael S. Knoll

All Faculty Scholarship

No abstract provided.

Aggregation, Auctions, And Other Developments In The Selection Of Lead Counsel Under The Pslra, Jill E. Fisch

All Faculty Scholarship

No abstract provided.

Berle And Means Reconsidered At The Century's Turn, William W. Bratton

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No abstract provided.

Two Observations On Holocaust Claims, William W. Bratton

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No abstract provided.

The Very Uncertain Prospect Of 'Global' Convergence In Corporate Governance, Douglas M. Branson

Articles

Elites in the United States legal academy have been uniform in their prediction of "global" convergence on a single model of governance for large publicly held corporations. That model is, of course, the U.S. model. The evidence, though, is only of some trans Atlantic convergence with an outlier here or there. Moreover, the existing scholarship is culturally and economically insensitive. U.S. style corporate governance, with its requirements for truly independent directors who will confront and remove badly performing CEOs, and which has as an element lawsuits brought by activist shareholders, is simply inappropriate for many cultural settings. Post Confucian and …

Delaware Law As Applied Public Choice Theory: Bill Cary And The Basic Course After Twenty-Five Years, William W. Bratton

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No abstract provided.

Corporate Finance, Corporate Law And Finance Theory, Peter H. Huang, Michael S. Knoll

All Faculty Scholarship

No abstract provided.

Comparative Corporate Governance And The Theory Of The Firm: The Case Against Global Cross Reference, William W. Bratton, Joseph A. Mccahery

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Professors Bratton and McCahery take up the main questions addressed by the literature on comparative corporate governance: whether national governance systems can be expected to converge in the near future, and whether the focal point of that convergence will be a new, hybrid governance system comprised of the best practices drawn from different systems. This Article advances the view that neither global convergence that eliminates systemic differences nor the emergence of a hybrid best practice safely can be projected because each national governance system is a system to a significant extent. Each system, rather than consisting of a loose collection …

The Scope Of Private Securities Litigation: In Search Of Liability Standards For Secondary Defendants, Jill E. Fisch

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Recent federal court decisions have struggled to apply the Supreme Court's decision in Central Bank v. First Interstate to determine when outside professionals should be held liable as primary violators under section IO(b) of the Securities Exchange Act. In keeping with the Court's current interpretive methodology, Central Bank and its progeny employ a textualist approach. In this Article, Professor Fisch argues that literal textualism is an inappropriate approach for interpreting the federal securities laws generally and misguided in light of legislative developments post-dating the Central Bank decision. Instead, Professor Fisch advocates an approach that weighs Congress 's recent endorsement of …

Class Action Reform, Qui Tam, And The Role Of The Plaintiff, Jill E. Fisch

All Faculty Scholarship

No abstract provided.

An Inquiry Into The Efficiency Of The Limited Liability Company: Of Theory Of The Firm And Regulatory Competition, William W. Bratton, Joseph A. Mccahery

All Faculty Scholarship

No abstract provided.

Taking Boards Seriously, Jill E. Fisch

All Faculty Scholarship

No abstract provided.

Questioning Philanthropy From A Corporate Governance Perspective, Jill E. Fisch

All Faculty Scholarship

No abstract provided.

Dividends, Noncontractibility, And Corporate Law, William W. Bratton

All Faculty Scholarship

No abstract provided.

Relationship Investing: Will It Happen? Will It Work?, Jill E. Fisch

All Faculty Scholarship

No abstract provided.

Taxing Prometheus: How The Corporate Interest Deduction Discourages Innovation And Risk-Taking, Michael S. Knoll

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This paper uses recent developments in the theory of optimal capital structure to demonstrate how the federal corporate income tax with an interest deduction, but without a corresponding dividend deduction, misallocates capital within the corporate sector by encouraging investment in low-risk, low-growth projects employing tangible assets over high-risk, high-growth projects employing intangible assets.

From Legitimacy To Logic: Reconstructing Proxy Regulation, Jill E. Fisch

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On October 16, 1992, after a comprehensive review of its system of proxy regulation and after two separate amendment proposals that drew more than 1700 letters of comment from the public, the Securities and Exchange Commission (the "Commission" or the "SEC") voted to reform the federal proxy rules. The reforms were "intended to facilitate shareholder communications and to enhance informed proxy voting, and to reduce the cost of compliance with the proxy rules for all persons engaged in a proxy solicitation.' The SEC explained the amendments by stating that the rules were "impeding shareholder communication and participation in the corporate …

Self-Regulation, Normative Choice, And The Structure Of Corporate Fiduciary Law, William W. Bratton

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No abstract provided.

Corporate Law Through An Antitrust Lens, Edward B. Rock

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No abstract provided.

Public Values And Corporate Fiduciary Law, William W. Bratton

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No abstract provided.

Frankenstein's Monster Hits The Campaign Trail: An Approach To Regulation Of Corporate Political Expenditures, Jill E. Fisch

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No abstract provided.

The New Economic Theory Of The Firm: Critical Perspectives From History, William W. Bratton

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No abstract provided.

Corporate Debt Relationships: Legal Theory In A Time Of Restructuring, William W. Bratton

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No abstract provided.

Who Should Pay The Corporate Tax In A Flat Tax World?, Rebecca S. Rudnick

Articles by Maurer Faculty

This article reviews the corporate tax system within the context of the historical bias and current effects of the current system of taxation of corporations and shareholders. Drawing on public finance theory, financial markets microstructure research, and perspectives on corporate governance, Professor Rudnick proposes a profits tax on the liquid equity of firms. She finds this to be a normative rationale for a double tax system under optimal tax principles due to the inelasticity of demand for and supply of liquidity and the economic rent it produces. The value of liquidity in different capital markets is the crucial determinate. Under …

Rethinking The Rules Against Corporate Privacy Rights: Some Conceptual Quandries For The Common Law, Anita L. Allen

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No abstract provided.

The Demise Of The 'Jolly Green Giant' And The Rise Of Racism In Euro-America, Prexy Nesbitt

Rozell 'Prexy' Nesbitt Writings and Speeches

Prexy Nesbitt, a Chicago-based anti-apartheid activist, delivered this speech at the World Student Christian Federation, Salt of the Earth Conference held in El Escorial, Spain while he served as the Research Secretary for the Programme to Combat Racism of the World Council of Churches. 19 pages.

Book Review. The Corporation In Modern Society. Edited By Edward S. Mason, Thomas Ehrlich

Articles by Maurer Faculty

No abstract provided.