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Articles 1231 - 1260 of 1457
Full-Text Articles in Business Organizations Law
Strict Liability For Gatekeepers: A Reply To Professor Coffee, Frank Partnoy
Strict Liability For Gatekeepers: A Reply To Professor Coffee, Frank Partnoy
University of San Diego Law and Economics Research Paper Series
This article responds to a proposal by Professor John C. Coffee, Jr. for a modified form of strict liability for gatekeepers. Professor Coffee’s proposal would convert gatekeepers into insurers, but cap their insurance obligations based on a multiple of the highest annual revenues the gatekeepers recently had received from their wrongdoing clients. My proposal, advanced in 2001, would allow gatekeepers to contract for a percentage of issuer damages, after settlement or judgment, subject to a legislatively-imposed floor. This article compares the proposals and concludes that a contractual system based on a percentage of the issuer’s liability would be preferable to …
Encumbered Shares, Shaun Martin, Frank Partnoy
Encumbered Shares, Shaun Martin, Frank Partnoy
University of San Diego Law and Economics Research Paper Series
The fundamental assumptions in the law and economics literature about shareholder voting and the one-share/one-vote rule are flawed. The classic view is that share ownership is necessary and sufficient to create voting rights and that such rights should be directly proportional to share ownership. We demonstrate that this assumption is unfounded, both for shares that are “economically encumbered” (held by shareholders who are not pure residual claimants; e.g., a shareholder who owns one share and is also short one or more shares) as well as shares that are “legally encumbered” (held or associated with more than one shareholder; e.g., shares …
Does The Tax Law Discriminate Against The Majority Of American Children: The Downside Of Our Progressive Rate Structure And Unbalanced Incentives For Higher Education?, Lester B. Snyder
University of San Diego Law and Economics Research Paper Series
Our graduate income tax structure provides an incentive to shift income to lower-bracket family members. However, some parents have much more latitude to shift income to their children than do others. Income derived from services and private business-by far the majority of American income-is less favored than income derived from publicly traded securities. The rationale given for this discrimination is that parents in services or private business, as opposed to those in securities, do not actually part with control of their property. This article explores these tax broader (yet subtle) tax benefits and their impact on the majority of children …
Good Faith In The Cisg: Interpretation Problems In Article 7, Benedict C. Sheehy
Good Faith In The Cisg: Interpretation Problems In Article 7, Benedict C. Sheehy
ExpressO
ABSTRACT: This article examines the dispute concerning the meaning of Good Faith in the CISG. Although there are good reasons for arguing a more limited interpretation or more limited application of Good Faith, there are also good reasons for a broader approach. Regardless of the correct interpretation, however, practitioners and academics need to have a sense of where the actual jurisprudence is going. This article reviews every published case on Article 7 since its inception and concludes that while there is little to suggest a strong pattern is developing, a guided pattern while incorrect doctrinally is preferable to the current …
Expensing Isn't The Only Option: Alternatives To The Fasb's Stock Option Expensing Proposal, Benjamin A. Templin
Expensing Isn't The Only Option: Alternatives To The Fasb's Stock Option Expensing Proposal, Benjamin A. Templin
ExpressO
This paper reviews the arguments for and against the Financial Accounting Standard Board's (FASB) proposal to require that corporations expense options. It identifies two major goals of the proposed rule -- 1) clarity in financial statements and 2) a reduction of corporate fraud by removing the incentive of options. To address these two goals, I adopt a framework of Information Reforms v. Rules of the Game Reforms. The article starts with a history of FASB Statement No. 123 Accounting for Stock-based Compensation and also analyzes the Congressional legislation that attempts to block the measure, the Stock Option Accounting Reform Act. …
Reconsidering The Prohibition Against General Solicitation During Section 3(C)(7) Offerings, Daniel P. Taub
Reconsidering The Prohibition Against General Solicitation During Section 3(C)(7) Offerings, Daniel P. Taub
ExpressO
This paper examines the seventy year history of the general solicitation prohibition during private offerings and then analyzes its continuing relevance as applied to Section 3(c)(7) offerings. The S.E.C. Staff recently issued a report questioning the continuing value of prohibiting general solicitation during private offerings made pursuant to Section 3(c)(7) of the Investment Company Act. If the S.E.C. were to follow the recommendation in the S.E.C. Staff Report, this would have tremendous implications for a growing number of hedge funds, and other investment companies utilizing the Section 3(c)(7) exemption. By allowing general solicitation, the S.E.C. would be reversing a policy …
Lost Pension Money: Who Is Responsible? Who Benefits?, 37 J. Marshall L. Rev. 695 (2004), Ellen A. Bruce J.D., John Turner Ph.D.
Lost Pension Money: Who Is Responsible? Who Benefits?, 37 J. Marshall L. Rev. 695 (2004), Ellen A. Bruce J.D., John Turner Ph.D.
UIC Law Review
No abstract provided.
Keeping Employees' Trust: The Rocky Road Ahead For Pension Plan Trustees, 37 J. Marshall L. Rev. 903 (2004), Nikolay A. Ouzounov
Keeping Employees' Trust: The Rocky Road Ahead For Pension Plan Trustees, 37 J. Marshall L. Rev. 903 (2004), Nikolay A. Ouzounov
UIC Law Review
No abstract provided.
203 N. Lasalle Five Years Later: Answers To The Open Questions, 38 J. Marshall L. Rev. 61 (2004), Paul B. Lewis
203 N. Lasalle Five Years Later: Answers To The Open Questions, 38 J. Marshall L. Rev. 61 (2004), Paul B. Lewis
UIC Law Review
No abstract provided.
The Litigation Financing Industry: The Wild West Of Finance Should Be Tamed Not Outlawed, Susan Lorde Martin
The Litigation Financing Industry: The Wild West Of Finance Should Be Tamed Not Outlawed, Susan Lorde Martin
Fordham Journal of Corporate & Financial Law
No abstract provided.
In Search Of A Higher Standard: Rethinking Fiduciary Duties Of Directors Of Wholly-Owned Subsidiaries, Stefan J. Padfield
In Search Of A Higher Standard: Rethinking Fiduciary Duties Of Directors Of Wholly-Owned Subsidiaries, Stefan J. Padfield
Fordham Journal of Corporate & Financial Law
No abstract provided.
Creditors' Rights Risk: A Title Insurer's Perspective, 38 J. Marshall L. Rev. 223 (2004), Paul L. Hammann, John C. Murray
Creditors' Rights Risk: A Title Insurer's Perspective, 38 J. Marshall L. Rev. 223 (2004), Paul L. Hammann, John C. Murray
UIC Law Review
No abstract provided.
The Third Annual Albert A. Destefano Lecture On Corporate Securities & Financial Law, Kenneth M. Rosen, William Michael Treanor, Jill E. Fisch, Brandon Becker, Robert Colby, Richard Ketchum, Andrew Klein, Catherine Mcguire, Annette Nazareth, Lee A. Pickard
The Third Annual Albert A. Destefano Lecture On Corporate Securities & Financial Law, Kenneth M. Rosen, William Michael Treanor, Jill E. Fisch, Brandon Becker, Robert Colby, Richard Ketchum, Andrew Klein, Catherine Mcguire, Annette Nazareth, Lee A. Pickard
Fordham Journal of Corporate & Financial Law
No abstract provided.
Mediating International Business Disputes, Daniel Q. Posin
Mediating International Business Disputes, Daniel Q. Posin
Fordham Journal of Corporate & Financial Law
No abstract provided.
Are Chinese Walls The Best Solution To The Problems Of Insider Trading And Conflicts Of Interest In Broker-Dealers?, Christopher M. Gorman
Are Chinese Walls The Best Solution To The Problems Of Insider Trading And Conflicts Of Interest In Broker-Dealers?, Christopher M. Gorman
Fordham Journal of Corporate & Financial Law
No abstract provided.
Glass-Steagall: The American Nightmare That Became The Israeli Dream, Ehud Ofer
Glass-Steagall: The American Nightmare That Became The Israeli Dream, Ehud Ofer
Fordham Journal of Corporate & Financial Law
No abstract provided.
The Fourth Annual A.A. Sommer, Jr., Lecture On Corporate, Securities & Financial Law, William J. Mcdonough, William Michael Treanor, John Fx Peloso, Jill E. Fisch
The Fourth Annual A.A. Sommer, Jr., Lecture On Corporate, Securities & Financial Law, William J. Mcdonough, William Michael Treanor, John Fx Peloso, Jill E. Fisch
Fordham Journal of Corporate & Financial Law
No abstract provided.
Regulation Fd-Fairly Disruptive? An Increase In Capital Market Inefficiency, Peter Talosig Iii
Regulation Fd-Fairly Disruptive? An Increase In Capital Market Inefficiency, Peter Talosig Iii
Fordham Journal of Corporate & Financial Law
No abstract provided.
Debt Investments In Competitors Under The Federal Antitrust Laws, Hanno F. Kaiser
Debt Investments In Competitors Under The Federal Antitrust Laws, Hanno F. Kaiser
Fordham Journal of Corporate & Financial Law
No abstract provided.
Risk Management For The Age Of Information – The New Financial Order: Risk In The 21st Century, Robert J. Shiller, Princeton University Press, 2003, Michael Pereira
Risk Management For The Age Of Information – The New Financial Order: Risk In The 21st Century, Robert J. Shiller, Princeton University Press, 2003, Michael Pereira
Fordham Journal of Corporate & Financial Law
No abstract provided.
Evidentiary Surrogacy And Risk Allocation: Understanding Imputed Knowledge And Notice In Modern Agency Law, Marin R. Scordato
Evidentiary Surrogacy And Risk Allocation: Understanding Imputed Knowledge And Notice In Modern Agency Law, Marin R. Scordato
Fordham Journal of Corporate & Financial Law
No abstract provided.
Breaking The Market's Dependence On Independence: An Alternative To The "Independent" Outside Auditor, Peter Km Chan
Breaking The Market's Dependence On Independence: An Alternative To The "Independent" Outside Auditor, Peter Km Chan
Fordham Journal of Corporate & Financial Law
No abstract provided.
The Eleventh Annual Fordham Corporate Counsel Association Dinner And The Presentation Of The Richard J. Bennett Memorial Award: Remarks By Michael Saperstein, Recipient Of The Richard J. Bennett Memorial Award, October 14, 2004, Michael Saperstein
Fordham Journal of Corporate & Financial Law
No abstract provided.
One Nation, Individisible: The Use Of Diversity Report Cards To Promote Transparency, Accountability, And Workplace Fairness, Cyrus Mehri, Andrea Giampetro-Meyer, Michael B. Runnels
One Nation, Individisible: The Use Of Diversity Report Cards To Promote Transparency, Accountability, And Workplace Fairness, Cyrus Mehri, Andrea Giampetro-Meyer, Michael B. Runnels
Fordham Journal of Corporate & Financial Law
No abstract provided.
Structuring Transactions Outside All Holders/Best Price Rule, Mark Khmelnitskiy
Structuring Transactions Outside All Holders/Best Price Rule, Mark Khmelnitskiy
Fordham Journal of Corporate & Financial Law
No abstract provided.
A Legal Usage Analysis Of "Material Adverse Change" Provisions, Kenneth A. Adams
A Legal Usage Analysis Of "Material Adverse Change" Provisions, Kenneth A. Adams
Fordham Journal of Corporate & Financial Law
No abstract provided.
Microenterprise Through Microfinance And Microlending: The Missing Piece In The Overall Tribal Economic Development Puzzle, R. H. Tipton Iii
Microenterprise Through Microfinance And Microlending: The Missing Piece In The Overall Tribal Economic Development Puzzle, R. H. Tipton Iii
American Indian Law Review
No abstract provided.
What Caused Enron? A Capsule Social And Economic History Of The 1990s, John C. Coffee Jr.
What Caused Enron? A Capsule Social And Economic History Of The 1990s, John C. Coffee Jr.
Faculty Scholarship
The sudden explosion of corporate accounting scandals and related financial irregularities that burst over the financial markets between late 2001 and the first half of 2002 – Enron, WorldCom, Tyco, Adelphia and others – raises an obvious question: Why now? What explains the concentration of financial scandals at this moment in time? Much commentary has rounded up the usual suspects and placed the blame on a decline in business morality, an increase in "infectious greed," or other similarly subjective trends that cannot be reliably measured. Although none of these possibilities can be dismissed out of hand, approaches that simply reason …
Gatekeeper Failure And Reform: The Challenge Of Fashioning Relevant Reforms, John C. Coffee Jr.
Gatekeeper Failure And Reform: The Challenge Of Fashioning Relevant Reforms, John C. Coffee Jr.
Faculty Scholarship
Securities markets have long employed "gatekeepers" – independent professionals who pledge their reputational capital – to protect the interests of dispersed investors who cannot easily take collective action. The clearest examples of such reputational intermediaries are auditors and securities analysts, who verify or assess corporate disclosures in order to advise investors in different ways. But during the late 1990s, these protections seemingly failed, and a unique concentration of financial scandals followed, all involving the common denominator .of accounting irregularities. What caused this sudden outburst of scandals, involving an apparent epidemic of accounting and related financial irregularities, that broke over the …
Valuation Averaging: A New Procedure For Resolving Valuation Disputes, Keith Sharfman
Valuation Averaging: A New Procedure For Resolving Valuation Disputes, Keith Sharfman
Rutgers Law School (Newark) Faculty Papers
In this Article, Professor Sharfman addresses the problem of "discretionary valuation": that courts resolve valuation disputes arbitrarily and unpredictably, thus harming litigants and society. As a solution, he proposes the enactment of "valuation averaging," a new procedure for resolving valuation disputes modeled on the algorithmic valuation processes often agreed to by sophisticated private firms in advance of any dispute. He argues that by replacing the discretion of judges and juries with a mechanical valuation process, valuation averaging would cause litigants to introduce more plausible and conciliatory valuations into evidence and thereby reduce the cost of valuation litigation and increase the …