Law Commons^™

Transplanting A Poison Pill To Controlling Shareholder Regimes: Why It Is So Difficult, Sang Yop Kang

Sang Yop Kang

Recently, the great tide of globalization has caused M&A activities to spill over into controlling shareholder regimes (economies dominated by controlling shareholders). Due to a seismic change arising from an unprecedented takeover wave, transplanting the Delaware pill has been heavily discussed in controlling shareholder regimes. This Article explores how legal and socio-economic conditions of the United States (State of Delaware) and controlling shareholder regimes are different and why transplanting the Delaware pill could create unintended results in controlling shareholder regimes. First, the legitimacy of the Delaware pill is supported by corporate governance institutions, such as a relatively functional board, a …

Do Social Ties Matter In Corporate Governance: The Missing Factor In Chinese Corporate Governance Reform, Yu-Hsin Lin

Yu-Hsin Lin

In the past decade, Asian countries have adopted various corporate governance measures with the hope that good law will facilitate capital market development. One of the measures adopted by Asian countries to revamp corporate boards is to enhance board independence by introducing the institution of the independent director. Empirical studies have shown that social ties could compromise independent directors’ monitoring capacity and, thus, do matter in corporate governance. Using theoretical and empirical studies, this article analyzes the effects that independent directors' social ties to corporate insiders can have on director efficacy and discusses how the United States, where the institution …

The Merits Of Cooperative Corporate Governance In The Digital Age, Meredith-Anne Kurz

Meredith-Anne Kurz

No abstract provided.

Ending Judgment Arbitrage: Jurisdictional Competition And The Enforcement Of Foreign Money Judgments In The United States, Gregory Shill

Gregory Shill

Recent multi-billion-dollar damage awards issued by foreign courts against large American companies have focused attention on the once-obscure, patchwork system of enforcing foreign-country judgments in the United States. That system’s structural problems are even more serious than its critics have charged. However, the leading proposals for reform overlook the positive potential embedded in its design.

In the United States, no treaty or federal law controls the domestication of foreign judgments; the process is instead governed by state law. Although they are often conflated in practice, the procedure consists of two formally and conceptually distinct stages: foreign judgments must first be …

Corporation Sole - Appendix A, Vicenç Feliú

Vicenç Feliú

This work is a revision and update of a study carried out in 1933 by Monsignor Patrick J. Dignan. Dignan’s purpose in his study was to outline the history of how the Roman Catholic Church (the Church) secured laws for the protection of church property in accordance with the hierarchical nature of the Church. The purpose of the present article is to bring up to date Dignan’s work and complete a survey of the law in its present state. As a secondary purpose, the present article also provides legal reference librarians with a unified collection of the laws controlling Church …

Corporation Sole - Appendix B, Vicenç Feliú

Vicenç Feliú

This work is a revision and update of a study carried out in 1933 by Monsignor Patrick J. Dignan. Dignan’s purpose in his study was to outline the history of how the Roman Catholic Church (the Church) secured laws for the protection of church property in accordance with the hierarchical nature of the Church. The purpose of the present article is to bring up to date Dignan’s work and complete a survey of the law in its present state. As a secondary purpose, the present article also provides legal reference librarians with a unified collection of the laws controlling Church …

An Introduction To The Federalist Society's Panelist Discussion Titled "Deregulating The Markets: The Jobs Act", Lawrence Hamermesh, Peter Tsoflias

Lawrence A. Hamermesh

At its 2012 National Lawyers Convention in Washington, D.C., the Corporations, Securities & Antitrust Practice Group of the Federalist Society for Law and Public Policy Studies hosted a panel discussion titled "Deregulating the Markets: The JOBS Act." The panel members were the Honorable Daniel M. Gallagher, Joseph H. Kaufman, Joanne T. Medero, Professor Robert T. Miller, and Professor Robert B. Thompson. The Honorable Frank H. Easterbrook moderated the discussion. This Article begins with a cursory overview of the Jumpstart Our Business Startups Act (the "JOBS Act" or "Act") provisions discussed by the panelists. It then summarizes the positions expressed by …

Revisiting Omnicare: What Does Its Status 10 Years Later Tell Us?, Megan Wischmeier Shaner

Megan Wischmeier Shaner

No abstract provided.

Skating Too Close To The Edge: A Cautionary Tale For Tax Practitioners About The Hazards Of Waiver, Claudine Pease-Wingenter

Claudine Pease-Wingenter

The Federal Rules of Evidence defer to common law in establishing the rules of attorney-client privilege. As a general matter, such an approach creates a fairly uncertain legal landscape as each court articulates the baseline rules somewhat differently. The varied judicial applications of those differing rules can then exacerbate the uncertainty even more.

Unfortunately, in the area of tax law, the rules and their application are particularly uncertain because attorneys and accountants have overlapping responsibilities to clients and the courts have historically refused to recognize an accountant-client privilege. During my approximately eight years practicing corporate tax law, I was acutely …

No Good Deed Goes Unpunished: Charitable Contributions And The Foreign Corrupt Practices Act, William Alan Nelson Ii

William Alan Nelson II

The area of charitable contributions under the Foreign Corrupt Practices Act (“FCPA”) is an ambiguous area of law where liability for companies can be enormous. This article examines the challenges companies face under the FCPA when making charitable contributions. It provides an in-depth analysis of the Schering-Plough case, which illustrates how the Securities and Exchange Commission (“SEC”) applies the record-keeping provisions of the FCPA in a situation of charitable giving; it examines Department of Justice (“DOJ”) FCPA Review Opinion Procedure Releases that provide guidance on when companies’ charitable contributions will violate the anti-bribery provisions of the FCPA; it discusses the …

Segmented Settlements Are Not The Answer: A Response To Professor Squire’S Article, How Collective Settlements Camouflage The Costs Of Shareholder Lawsuits, Christopher C. French

Christopher C. French

In his recent article, Professor Richard Squire offers a provocative theory in which he claims the underlying claimants in shareholder litigation against corporate policyholders are overcompensated due to what he describes as “cramdown” settlements, under which insurers are forced to settle due to the “duty to contribute” that arises under multi-layered directors and officers (“D&O”) insurance programs. He also offers a novel idea regarding how this problem could be fixed by what he refers to as “segmented” settlements in which each insurer and the policyholder would be allowed to settle separately and consider only its own interests in doing so. …

Veil-Piercing Unbound, Peter B. Oh

Peter B. Oh

Veil-piercing is an equitable remedy. This simple insight has been lost over time. What started as a means for corporate creditors to reach into the personal assets of a shareholder has devolved into a doctrinal black hole. Courts apply an expansive list of amorphous factors, attenuated from the underlying harm, that engenders under-inclusive, unprincipled, and unpredictable results for entrepreneurs, litigants, and scholars alike. Veil-piercing is misapplied because it is misconceived. The orthodox approach is to view veil-piercing as an exception to limited liability that is justified potentially only when the latter is not, a path that invariably leads to examining …