Business Organizations Law Commons^™

Bank Corporate Governance: The Emerging Ukrainain Market Compared To International Best Practices, Maksym V. Burlaka

Fordham Journal of Corporate & Financial Law

No abstract provided.

Shareholders' Rights To A Cause Of Action Under The Investment Company Act Of 1940 Following Exxon Mobil V. Allapattah, 39 J. Marshall L. Rev. 1521 (2006), Renee Labuz

UIC Law Review

No abstract provided.

Remapping The Charitable Deduction, David Pozen

Faculty Scholarship

If charity begins at home, scholarship on the charitable deduction has stayed at home. In the vast legal literature, few authors have engaged the distinction between charitable contributions that are meant to be used within the United States and charitable contributions that are meant to be used abroad. Yet these two types of contributions are treated very differently in the Code and raise very different policy issues. As Americans' giving patterns and the U.S. nonprofit sector grow increasingly international, the distinction will only become more salient.

This Article offers the first exploration of how theories of the charitable deduction apply …

The Digital Vat (D-Vat), Richard Thompson Ainsworth

Faculty Scholarship

The most sustained U.S. tax policy debate of the past 30 years concerns proposals to replace and/ or supplement the Federal Income Tax with a consumption tax. Public finance economists and legal tax policy scholars challenged and defended the current income tax system on grounds of fairness, efficiency, and simplicity.

This debate over revamping the national taxing scheme has not been argued purely in the academic forum. Concrete legislative proposals have been advanced for a national retail sales tax, a European-style Value Added Tax, as well as a whole host of what David Bradford calls "the two-tiered consumption taxes."

From …

Panel Discussion: Bigger Carrots And Bigger Sticks: Issues And Developments In Corporate Sentencing, Jill E. Fisch, Hon. John S. Martin, Richard C. Breeden, Timothy Coleman, Stephen M. Cutler, Celeste Koeleveld, Richard H. Walker

Fordham Journal of Corporate & Financial Law

No abstract provided.

State Action Antitrust Exemption Collides With Deregulation: Rehabilitating The Foreseeability Doctrine, Elizabeth Trujillo

Fordham Journal of Corporate & Financial Law

No abstract provided.

The Political Dynamics Of Corporate Legislation: Lessons From Israel, Yael T. Ben-Zion

Fordham Journal of Corporate & Financial Law

No abstract provided.

Symposium Religious Values And Corporate Decision Making: An Interdisciplinary Interfaith Conference For Corporate Executives And Legal Counsel, Amelia J. Uelmen, William Michael Treanor

Fordham Journal of Corporate & Financial Law

No abstract provided.

Symposium Panel One: Does Corporate Decision Making Allow Room For Religious Values, Russell G. Pearce, Steven H. Resnicoff, Mark A. Sargent, W Bradley Wendel

Fordham Journal of Corporate & Financial Law

No abstract provided.

Symposium Panel Three: Viable Models: Shareholder Resolutions, Patricia Daly, Rabbi Mordechai Liebling

Fordham Journal of Corporate & Financial Law

No abstract provided.

Symposium Panel Two: Managing As If Faith Matters, Talat Ansari, Charles M.A Clark, Joseph E. Geoghan

Fordham Journal of Corporate & Financial Law

No abstract provided.

Jewish Law And Socially Responsible Corporate Conduct, Steven H. Resnicoff

Fordham Journal of Corporate & Financial Law

No abstract provided.

Symposium Final Discussion, Robert Hurley

Fordham Journal of Corporate & Financial Law

No abstract provided.

The Sixth Annual A.A. Sommer, Jr. Lecture On Corporate, Securities & Financial Law, William Michael Treanor, Ben A. Indek, Jill E. Fisch, Edward F. Greene

Fordham Journal of Corporate & Financial Law

No abstract provided.

The Self-Regulating Corporation: How Corporate Codes Can Save Our Children, Natasha Rossell Jaffe, Jordan D. Weiss

Fordham Journal of Corporate & Financial Law

No abstract provided.

Roadmap To Securities Adr, Constantine N. Katsoris

Fordham Journal of Corporate & Financial Law

No abstract provided.

Symposium Keynote Address: An Economist's Perspective, Stefano Zamagni, Henry Schwalbenberg Response

Fordham Journal of Corporate & Financial Law

No abstract provided.

The Economy Of Communion Project, Luigino Bruni, Amelia J Uelmen

Fordham Journal of Corporate & Financial Law

No abstract provided.

The New Regulatory Regime For Hedge Funds: Has The Sec Gone Down The Wrong Path?, Jacob Preiserowicz

Fordham Journal of Corporate & Financial Law

No abstract provided.

The 2004 Amendments To The Federal Sentencing Guidelines And Their Implicit Call For A Symbiotic Integration Of Business Ethics, Hess David, Robert S. Mcwhorter, Timothy L. Fort

Fordham Journal of Corporate & Financial Law

No abstract provided.

Does The Law Encourage Unethical Conduct In The Securities Industry?, Di Lorenzo Vincent

Fordham Journal of Corporate & Financial Law

No abstract provided.

Are Advisers Contributing To Fund Rule Avalanche?, Tamar Frankel

Shorter Faculty Works

The SEC has been prolific in the past few years. By its own initiative, or because of congressional directives, the Commission has issued a record number of rules directed at the mutual funds advisory profession.

From 1975 to 2000 the SEC enacted about 135 substantive rules. However, it has enacted 70 such rules over the five-year span from 2001 to 2006. These rules are progressively more specific, eliminating flexibility, putting the profession in a straight-jacket, and imposing significant costs. The costs of these rules are especially irritating to advisors who have done no wrong.

Professional advisors blame the SEC for …

Legal Ground Rules In Coordinated And Liberal Market Economies, Katharina Pistor

Faculty Scholarship

This chapter seeks to explain the affinity between the nature of economic systems: coordinated market economies (CMEs) and liberal market economies (LMEs) on the one hand, and legal origin (civil vs common law systems) on the other. It starts with the simple observation that LMEs tend to be common law jurisdictions, and CMEs civil law jurisdictions. It proposes that the affinity between economic and legal system offers important insights into the foundations of different types of market economies and, in particular, differences in the scope of the state vs the powers of the individual. The main argument is that the …

Contemporary Challenges In Takeovers: Avoiding Conflicts, Preserving Confidences And Taming The Commercial Imperative, Andrew F. Tuch

Scholarship@WashULaw

This article discusses contemporary legal, commercial, ethical and other issues that arise in the context of corporate takeover transactions. Due to their complexity and the numerous parties - including deal advisers - they involve, the loyalties of company directors and advisers are frequently tangled, creating legion opportunities for conflicted interests and breached confidences. At the same time, the high status of advising on takeovers and the financial lure they provide produce powerful incentives that inevitably inform the application of legal principles to these issues. The article adopts a hypothetical case study approach to focus on the challenges confronting these parties …

Obligations Of Financial Advisers In Change-Of-Control Transactions: Fiduciary And Other Questions, Andrew F. Tuch

Scholarship@WashULaw

Outside the United States, financial regulators have recently focused their attention on whether a financial adviser to a party in a change-of-control transaction (such as a takeover) is obliged to avoid being in positions of conflict with the interests of that party. Because financial advisers in these transactions are typically investment banks, the integrated structure of which may make conflicts of interest inevitable, such an obligation is likely to pose difficult challenges for the investment banking industry. The question is complicated by two apparently inconsistent standards being applied: the fiduciary obligation to avoid conflicts and the statutory obligation in many …

Investment Banking: Immediate Challenges And Future Directions, Andrew F. Tuch

Scholarship@WashULaw

This article discusses the organizational nature of the integrated (or full-service) investment bank, the incidence of conflicts of interest in the financial services industry and the role and effectiveness of information barriers such as Chinese walls as an arrangement for managing conflicts. The paper also describes the growing importance to investment banks of proprietary trading and principal investing, the conflicts of interest that they can produce, and the recent responses of financial regulators to these developments.

The paper was presented at a discussion forum involving senior investment bankers, lawyers and scholars in August 2006, organized against the backdrop of litigation …

Paternalistic Regulation Of Public Company Management: Lessons From Bank Management, James A. Fanto

Faculty Scholarship

No abstract provided.

Bond Covenants And Creditor Protection: Economics And Law, Theory And Practice, Substance And Process, William W. Bratton

Georgetown Law Faculty Publications and Other Works

This article examines contractual protection of unsecured financial creditors in US credit markets. Borrowers and lenders in the United States contract against a minimal legal background that imposes the burden of protection on the lender. A working, constantly updated, set of contractual protections has emerged in response. But actual use of available contractual technology varies widely, depending on the level of risk and the institutional context. The credit markets sort borrowers according to the degree of the risk of financial distress, imposing substantial constraints only on the borrowers with the most dangerous incentives. At the same time, the contracting practice …

Tracing, Peter B. Oh

ExpressO

Tracing is a method that appears within multiple fields of law. Distinct conceptions of tracing, however, have arisen independently within securities and remedial law. In the securities context plaintiffs must “trace” their securities to a specific offering to pursue certain relief under the Securities Act of 1933. In the remedial context victims who “trace” their misappropriated value into a wrongdoer’s hands can claim any derivative value, even if it has appreciated.

This article is the first to compare and then cross-apply tracing within these two contexts. Specifically, this article argues that securities law should adopt a version of the “rules-based …

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

ExpressO

No abstract provided.