Agency Commons^™

Managing Risk On A $25 Million Bet: Venture Capital, Agency Costs, And The False Dichotomy Of The Corporation, Robert P. Bartlett Iii

ExpressO

An implicit dichotomy of the corporation exists in legal scholarship. On one side of the dichotomy rests the publicly-held corporation suffering from a significant conflict of interest between its managers and dispersed shareholders; on the other side, the closely-held corporation plagued by inter-shareholder conflict.

This Article argues that understanding the agency problems that can exist within a firm demands a rejection of this traditional dichotomy and the theories of the firm built upon it. Using venture capital finance, this Article demonstrates for the first time how this dichotomy obscures how all firms - public and private - often face the …

What Default Rules Teach Us About Corporations; What Understanding Corporations Teaches Us About Default Rules, Tamar Frankel

Faculty Scholarship

This Article addresses corporate law's default rules, which allow corporations to waive their directors' liability for damages based on a breach of their fiduciary duty of care. Most large publicly held corporations have adopted such a waiver in their articles of association. This Article suggests that courts should limit the range of the waivers to the circumstances that existed when the voters voted and to the information they received before they voted. This Article distinguishes between public contracts (legislation) and private contracts (commercial transactions) and the default rules that apply to each. The Article shows that courts view corporations and …

Fiduciary Duties And Unincorporated Business Entities: In Defense Of The "Manifestly Unreasonable" Standard, Mark J. Loewenstein

Publications

This article wades into the debate between contractarians and anti-contractarians over the extent to which statutes on unincorporated business entities should limit the ability of the participants in those entities to contract around fiduciary duties. Statutes enacted in the past several years provide considerable, but not complete, freedom to limit fiduciary duties. Contractarians argue that statutory limitations are inefficient and unnecessary, while anti-contractarians take the view that the statutes provide too much freedom of contract. This article stakes out a middle ground, arguing that the drafters of the statutes got it right and that in the absence of statutory limitations …

Breaking The Bank: Revisiting Central Bank Of Denver After Enron And Sarbanes-Oxley, Celia Taylor

ExpressO

No abstract provided.

Comptroller Of City Of New York V. Mayor Of New York (Decided July 29, 2004), Leslie Spitalnick

NYLS Law Review

No abstract provided.

Labor And Employment Law, Thomas M. Winn Iii

University of Richmond Law Review

No abstract provided.

Contracting On The Web: Collegiate Athletes And Sports Agents Confront A New Hurdle In Closing The Deal, Manpreet S. Dhanjal

Jeffrey S. Moorad Sports Law Journal (1994 - )

No abstract provided.

Notice And Notification Under The Revised Uniform Partnership Act: Some Suggested Changes, J. Dennis Hynes

Publications

This Article addresses the decision by the drafters of the revised Uniform Partnership Act (1996) (RUPA) to reduce the traditional defenses available to partnerships in apparent authority cases. RUPA eliminated the requirement that apparent authority claims against a partnership be based on the claimant's reasonable expectations. Under RUPA a partnership is liable for a partner's unauthorized act even when the claimant had reason to know the act was unauthorized. A defense based on the claimant's knowledge is effective only when the claimant actually knows--is cognitively aware--that the act was unauthorized. This Article argues that this places an unfair burden on …

Freedom Of Contract, Fiduciary Duties, And Partnerships: The Bargain Principle And The Law Of Agency, J. Dennis Hynes

Publications

No abstract provided.

Guilty Knowledge, Daniel S. Kleinberger

Faculty Scholarship

Agency law's attribution rules impose most of the risk of agent misconduct on the party who selects the agent and benefits from the agent's endeavors, i.e., the principal. The rules thus help establish and maintain a proper balance of risk between principals and third parties. Unfortunately, a recent unpublished decision of the Minnesota Court of Appeals, Engen v. Mitch's Bar & Grill, threatens to upset that balance and release principals from responsibility for an important type of information possessed by their agents. Engen is dangerous, despite its unpublished status. This Case Note seeks to eliminate any influence the case might …

Caught Between Rocks And Hard Places: The Plight Of Reinsurance Intermediaries Under U.S. And English Law, Stephen W. Schwab, Peter G. Gallanis, David E. Mendelsohn, Bradley V. Ritter

Michigan Journal of International Law

Accordingly, Part I of this article provides a review of the role intermediaries have played in the recent spate of insurance company insolvencies and an overview of intermediary rights and duties. Part II then progresses to a discussion of English intermediary law, analyzing how the general English rules apply to intermediaries when a cedent or reinsurer becomes insolvent. Part III addresses the same issues under U.S. law, tracing the most recent statutory developments from their cause and considering their effect on reinsurance transactions. This article concludes with a discussion of how English and U.S. law interact in reinsurance transactions, pointing …

Fiduciary Duties As Default Rules, Tamar Frankel

Faculty Scholarship

This Article consists of four parts. Part I draws a profile of fiduciary relationships. It also explains the different responses of fiduciary and contract rules to the different problems that the relationships pose regarding: (1) the right of one party to rely on the other and the specific duties of loyalty and care, which mirror these rights; and (2) the events that trigger the application of fiduciary rules. Finally, it compares contract with fiduciary rules. The reasons for the existence of fiduciary rules suggest that, when in conflict, they trump the rules governing other parallel relationships, including contracts.

Part II …

Beyond Agency Costs: Managing The Corporation For The Long Term, Aleta Estreicher

Articles & Chapters

No abstract provided.

Mandatory Disclosure: The Key To Residential Real Estate Brokers' Conflicting Obligations, 19 J. Marshall L. Rev. 201 (1985), John R. Ardaugh

UIC Law Review

No abstract provided.

As The Walls Came Tumbling Down: Architects' Expanded Liability Under Design-Build/Construction Contracting, 17 J. Marshall L. Rev. 1 (1984), Hal G. Block

UIC Law Review

No abstract provided.

Does The Agency Die When The Principal Becomes Mentally Incapacitated?, W. Alfred Mukatis

Seattle University Law Review

This Article explores the status of an agency when a competent principal enters into an agency relationship and thereafter becomes mentally incapacitated. On the one hand, does the status of the agency depend on factors relating to the principal such as type, length, or permanence of the incapacity? For instance, is the status of the agency the same when a principal lapses into a coma as it is when a conscious principal is incapacitated because of a mental disease such as schizophrenia? If in a coma, how does the length of the coma affect the status of the agency? Is …

The Termination Of Agency And Distributorship Agreements: A Comparative Survey, A.H. Puelinckx, H.A. Tielemans

Northwestern Journal of International Law & Business

The termination of agency agreements in most EEC Member States is regulated by statute, while the termination of distributorship agreements, with the exception of Belgium, is governed by case law. Messrs. Puelinckx and Tielemans first survey the state of the law governing the termination of agency and distributorship agreements in the EEC Member States and then discuss the efforts of the EEC to harmonize the national laws of the Member States in the area of commercial representation. The authors conclude by supporting the EEC harmonization effort relating to the laws regulating agency agreements and by calling for further efforts to …

Agency And Licensing Problems In Reforming Group Credit Insurance Contacts, William G. Reed

North Carolina Central Law Review

No abstract provided.

Agency And Insurance: Should The Defense Of Fraud By Its Own Agent Be Available To An Insurance Company Issuing Automobile Insurance?, J. Dennis Hynes

Publications

No abstract provided.

Limitations On Contract Termination Rights—Franchise Cancellations, Ernest Gellhorn

Faculty Scholarship

No abstract provided.

Agency -- 1961 Tennessee Survey, Elvin E. Overton

Vanderbilt Law Review

The topic "agency" includes the areas of "master and servant" as well as those of "principal and agent." There were few cases in these areas decided by the Tennessee courts during the period under survey. Generally, basic principles were applied to routine cases.In certain instances the reliance upon a prior fact determination avoided the necessity of an elaborate treatment of the facts. In one or two cases the court reached a result that may not be deemed desirable though supported by much authority. Significant points received less attention than they deserved in certain cases. In one case the basic question …

Real Property - Liens - Husband's Contract For Improvements On Land Owned Jointly With Wife, Judd L. Bacon S.Ed.

Michigan Law Review

A husband alone contracted for the construction of a house on property owned jointly with his wife. The wife inspected the progress of the work, took part in directing it, and later occupied the house. In an equity proceeding by the contractor to establish and enforce a mechanic's and materialman's lien on the premises for the balance due under the contract, the trial court rendered a decree for the contractor. On appeal, held, reversed. Since there was no showing that the husband contracted as an agent of the wife, and the evidence does not support a finding that she …

The Legal Nature Of Collective Bargaining Agreements, Archibald Cox

Michigan Law Review

One reflecting upon the legal nature of a collective bargaining agreement can hardly avoid beginning with the thought that the institution has flourished outside of the courts and administrative agencies and often in the face of legal interference. The law had fallen into disrepute in the world of labor relations because it failed to meet the needs of men. Collective bargaining agreements were negotiated and administered without regard to conventional legal sanctions. Grievance procedures and arbitration evolved into an intricate and highly organized, private judicature. Many experienced and perceptive observers argued that the conventional sanctions for commercial contracts should not …

Taxation - Federal Income Tax - Proceeds From Cancellation Of Contract Treated As Ordinary Income, Jerome B. Libin S.Ed.

Michigan Law Review

Taxpayer had the exclusive right for a period of ten years to purchase all the coal mined by the operator of certain mines. In 1949 the operator paid taxpayer $500,000 as consideration for the complete acquisition of taxpayer's right and interest in the purchase agreement. Taxpayer reported this sum as a long-term capital gain. The Commissioner claimed that the amount received was ordinary income. The Tax Court upheld taxpayer's contention, indicating that the transaction had resulted in the sale or exchange of a capital asset. On appeal by the Commissioner, held, reversed, one justice dissenting. This transaction was more …

Contracts - Statute Of Frauds - Signature Applicable To Only Part Of A Memorandum, George R. Haydon Jr.

Michigan Law Review

Plaintiff buyer sought specific performance of an alleged contract for the sale of real estate. The instrument, denominated "deposit receipt," acknowledged receipt of the deposit, and then set forth the terms of the trade. This was signed "By Raymond Asmar," the alleged agent of the seller, in the place where the broker normally signs. Following this were two provisions. One, signed by plaintiff, stated that he agreed to purchase the property and that he confirmed the contract. A similar provision immediately following was not signed by defendant seller. The district court dismissed for failure to state a claim on which …

Agency - Liability Of Principal For Termination Of Agents Employment, William G. Mateer S.Ed.

Michigan Law Review

In the summer of 1949, appellant entered into an oral contract for an indefinite time with the appellee whereby the former was granted an exclusive wholesale distributorship of appellee's farm and garden equipment. A four-year period followed in which appellant increased the number of dealers in appellee's product from four or five in 1949 to over one hundred in 1953. In the latter part of 1952 appellant contemplated an enlargement of its facilities which would require it to enter upon a fifteen-year lease. Since the lessor desired some assurances as to the duration of appellant's franchise, appellant wrote to appellee …

Book Reviews, Albert S. Abel, David R. Kochery, Phil C. Neal, Leslie C. Merrem, Carl A. Warns, Leland S. Forrest, E. George Rudolph, Bartholomew Diggins, Reginald Parker, David M. Helfeld, Harold D. Lasswell

Journal of Legal Education

No abstract provided.

Agency - Apparent Authority Of Sales Agent, William D. Keeler

Michigan Law Review

Defendant's agent, a consignee of automobiles for sale, received from plaintiff a used truck, and agreed to apply the proceeds from the sale of the truck to the purchase price of a new automobile, to be sold and delivered to plaintiff when available. Defendant's agent sold the truck and absconded with the proceeds from such sale. Plaintiff sued for the value of the truck, and the lower court rendered judgment in his favor. On appeal, held, affirmed. The acts of the agent bound the defendant, although the agency contract gave only express authority to sell new automobiles. Correa v. …

Book Reviews, Jerome Frank, Edmond Cahn, Jay Wesley Murphy, Delmar Karlen, Lehan K. Tunks, Thomas A. Thomas, John W. Wade, Robert C. Bensing, Ralph R. Neuhoff, Allan D. Vestal, Edward D. Re, Thomas I. Emerson, John J. Parker

Journal of Legal Education

No abstract provided.

Tennessee Judicial Highlights, Journal Staff

Vanderbilt Law Review

CASES OF CURRENT INTEREST AND IMPORTANCE PREVIOUSLY NOTED

Baker v. State, 184 Tenn. 503 (1947), 1 Vand. L. Rev. 127 (1947). Accessory after the fact--when is felony complete?

Black v. Black, 202 S. W. 2d 659 (Tenn. 1947), 20 Tenn. L. Rev. 201 (1948).' Effect of reciting an oral contract to sell land in an undelivered deed.

Churn v. State, 184 Tenn. 646 (1947), 20 Tenn. L. Rev. 195 (1948). Testimony of arresting officers.

Davis v. Beeler, 207 S. W. 2d 343 (Tenn. 1947), 1 Vand. L. Rev. 451 (1948). Prohibition of practice of naturopathy in Tennessee.

Elliott v. Fuqua, …