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Articles 61 - 90 of 127
Full-Text Articles in Business Organizations Law
Law And Finance: Inaccurate, Incomplete, And Important, Ruth V. Aguilera, Cynthia A. Williams
Law And Finance: Inaccurate, Incomplete, And Important, Ruth V. Aguilera, Cynthia A. Williams
BYU Law Review
No abstract provided.
Legal Regimes And Political Particularism: An Assessment Of The "Legal Families" Theory From The Perspectives Of Comparative Law And Political Economy, John W. Cioffi, D. Gordon Smith
Legal Regimes And Political Particularism: An Assessment Of The "Legal Families" Theory From The Perspectives Of Comparative Law And Political Economy, John W. Cioffi, D. Gordon Smith
BYU Law Review
The “legal families” theory of corporate law and ownership structures pioneered by Rafael La Porta, Florencio Lopez-deSilanes, Andrei Shleifer, and Robert Vishny provides one of the most influential accounts of why “law matters” in shaping economic organization and outcomes. However, the empirical bases and theoretical logic of the theory contain serious flaws and limitations. First, as has been pointed out by a number of critics engaged in this revision, the legal origins literature contains numerous problematic characterizations of substantive law that expose the serious problems of quantitative operationalization of legal rules as a mode of comparative legal analysis. Second, the …
Legal Origins And The Tasks Of Corporate Law In Economic Development: A Preliminary Exploration, John Ohnesorge
Legal Origins And The Tasks Of Corporate Law In Economic Development: A Preliminary Exploration, John Ohnesorge
BYU Law Review
No abstract provided.
Contemporary Legal Transplants: Legal Families And The Diffusion Of (Corporate) Law, Holger Spamann Spamann
Contemporary Legal Transplants: Legal Families And The Diffusion Of (Corporate) Law, Holger Spamann Spamann
BYU Law Review
No abstract provided.
Competition Policy And Comparative Corporate Governance Of State-Owned Enterprises, D. Daniel Sokol
Competition Policy And Comparative Corporate Governance Of State-Owned Enterprises, D. Daniel Sokol
BYU Law Review
No abstract provided.
Lessons From Germany: Improving On The U.S. Model For Corporate Governance, Tien Glaub
Lessons From Germany: Improving On The U.S. Model For Corporate Governance, Tien Glaub
Brigham Young University International Law & Management Review
No abstract provided.
The Dystopian Potential Of Corporate Law, D. Gordon Smith
The Dystopian Potential Of Corporate Law, D. Gordon Smith
Faculty Scholarship
The community of corporate law scholars in the United States is fragmented. One group, heavily influenced by economic analysis of corporations, is exploring the merits of increasing shareholder power vis-a-vis directors. Another group, animated by concern for social justice, is challenging the traditional, shareholder-centric view of corporate law, arguing instead for a model of stakeholder governance. The current disagreement within corporate law is as fundamental as in any area of law, and the debate is more heated than at any time since the New Deal. This paper is part of a debate on the audacious question, Can Corporate Law Save …
The Undercivilization Of Corporate Law, A. Christine Hurt
The Undercivilization Of Corporate Law, A. Christine Hurt
Faculty Scholarship
No abstract provided.
Piercing The Corporate Veil In Regulated Industries, Douglas G. Smith
Piercing The Corporate Veil In Regulated Industries, Douglas G. Smith
BYU Law Review
No abstract provided.
Assessing Interest Groups: A Playing Field Approach, Paul Stancil
Assessing Interest Groups: A Playing Field Approach, Paul Stancil
Faculty Scholarship
Despite general public antipathy toward the political influence exerted by corporations, industries, and other special interests, prescriptive applications of interest group theory have not gained much traction. This is primarily a function of previous commentators' inability to solve two difficult and related problems: (1) development of a consensus normative framework in which to apply interest group theory; and (2) development of a meaningful, objective, and workable approach to measuring interest group dynamics in the real world. The article offers solutions to both.
The article first proposes workably competitive pluralism as a norm to which the regulatory process should aspire in …
Of Breaches Of The Peace, Home Invasions, And Securities Fraud, A. Christine Hurt
Of Breaches Of The Peace, Home Invasions, And Securities Fraud, A. Christine Hurt
Faculty Scholarship
No abstract provided.
Section 965: A Traditional Corporate Tax Policy, Jessica C. Kornberg
Section 965: A Traditional Corporate Tax Policy, Jessica C. Kornberg
Brigham Young University International Law & Management Review
No abstract provided.
The European Commission's Action Plan To Modernize European Company Law: How Far Should The Sec Go In Exempting European Issuers From Complying With The Sarbanes-Oxley Act?, Kristina A. Sadlak
The European Commission's Action Plan To Modernize European Company Law: How Far Should The Sec Go In Exempting European Issuers From Complying With The Sarbanes-Oxley Act?, Kristina A. Sadlak
Brigham Young University International Law & Management Review
No abstract provided.
The Holy Grail Of Corporate Governance Reform: Independence Or Democracy?, Elizabeth Cosenza
The Holy Grail Of Corporate Governance Reform: Independence Or Democracy?, Elizabeth Cosenza
BYU Law Review
No abstract provided.
Sarbanes-Oxley's Structural Model To Encourage Corporate Whistleblowers, Richard E. Moberly
Sarbanes-Oxley's Structural Model To Encourage Corporate Whistleblowers, Richard E. Moberly
BYU Law Review
No abstract provided.
Nonprofit Takeovers: Regulating The Market For Mission Control, Dana Brakman Reiser
Nonprofit Takeovers: Regulating The Market For Mission Control, Dana Brakman Reiser
BYU Law Review
No abstract provided.
Preparing Multinational Companies For Transfer Pricing Audits Of Intangibles, Thomas C. Pearson
Preparing Multinational Companies For Transfer Pricing Audits Of Intangibles, Thomas C. Pearson
Brigham Young University International Law & Management Review
No abstract provided.
The "Branding Effect" Of Contracts, D. Gordon Smith
The "Branding Effect" Of Contracts, D. Gordon Smith
Faculty Scholarship
In his case study of the MasterCard IPO and its predecessor piece on the Google IPO, Victor Fleischer claims to find evidence of a branding effect of legal infrastructure. The branding effect is not aimed at reducing the potential for opportunism by a counterparty to a contract, but rather at increasing the attractiveness of a product to present and future users or improving the image of a company in the eyes of regulators, judges, and juries. In this essay commenting on Fleischer's work, I endorse the notion that deal structures have branding effects and position Fleischer's work within a larger …
Law & Entrepreneurship: Do Courts Matter?, D. Gordon Smith, Masako Ueda
Law & Entrepreneurship: Do Courts Matter?, D. Gordon Smith, Masako Ueda
Faculty Scholarship
In this essay, we sketch the outlines of a research agenda exploring links between courts and entrepreneurship. Our conception of law and entrepreneurship encompasses the study of positive law (including constitutions, statutes, and regulations), common law doctrines, and private ordering that relate to the discovery and exploitation of profitable opportunities by new firms. We briefly survey the economics literatures that relate to law and entrepreneurship, including the law and finance literature launched by the work of Rafael La Porta, Florencio Lopez-de-Silanes, Andrei Shleifer, and Robert Vishny (LLSV). Relying on the suggestive work of LLSV and other economists who have labored …
Atomism And The Private Merger Challenge, Paul Stancil
Atomism And The Private Merger Challenge, Paul Stancil
Faculty Scholarship
This Article explores the implications of allowing private parties to challenge mergers and acquisitions under the antitrust laws. It highlights a number of relatively recent developments in antitrust law that suggest an increase in private merger challenges in the future, and it identifies antiquated time of suit doctrines that may lead to inefficient and/or frivolous antimerger filings. It concludes by proposing several significant changes to the existing legal regime: (1) limited fee-shifting; (2) rigid time-of-suit deadlines; (3) single damages; and (4) limits on the use of postacquisition evidence to establish liability. Taken together, these reforms will allow private parties to …
The Exit Structure Of Venture Capital, D. Gordon Smith
The Exit Structure Of Venture Capital, D. Gordon Smith
Faculty Scholarship
Venture capital contracts contain extensive provisions regulating exit by the venture capitalists. In this Article, Professor Smith employs financial contracting theory in conjunction with original data collected from 367 venture-backed companies to analyze these exit provisions. He concludes that the combination of exit provisions in a typical venture capital relationship serves to lock venture capitalists into the investment during the initial stage. In later stages of the relationship, the venture capitalists acquire increasing control over exit by securing additional seats on the board of directors and by obtaining contractual exit rights. The result is a sophisticated transfer of control from …
The Exit Structure Of Strategic Alliances, D. Gordon Smith
The Exit Structure Of Strategic Alliances, D. Gordon Smith
Faculty Scholarship
Today, many biotechnology firms use strategic alliances to contract with other companies. This article contends that the governance structure of these alliances - specifically, the contractual board - provides an integrated restraint on opportunism. While an alliance agreement's exit structure could provide a check on opportunism by allowing the parties to exit at will, such exit provisions also can be used opportunistically. Most alliance agreements, therefore, provide for contractual lock in of the alliance partners, with only limited means of exit. Lock in, of course, raises its own concerns, and the contractual board - which typically is composed of representatives …
A New Interpretation Of The Contemporaneous Ownership Requirement In Shareholder Derivative Suits: In Re Bank Of New York Derivative Litigation And The Elimination Of The Continuing Wrong Doctrine, Terence L. Robinson Jr.
A New Interpretation Of The Contemporaneous Ownership Requirement In Shareholder Derivative Suits: In Re Bank Of New York Derivative Litigation And The Elimination Of The Continuing Wrong Doctrine, Terence L. Robinson Jr.
BYU Law Review
No abstract provided.
The Plight Of The Private Securities Litigation Reform Act In The Post-Enron Era: The Ninth Circuit's Interpretation Of Materiality In Employer-Teamster V. America West, Patrick Hall
BYU Law Review
No abstract provided.
Independent Legal Significance, Good Faith, And The Interpretation Of Venture Capital Contracts, D. Gordon Smith
Independent Legal Significance, Good Faith, And The Interpretation Of Venture Capital Contracts, D. Gordon Smith
Faculty Scholarship
Venture capital contracts are inherently incomplete. When interpreting such contracts, courts could deal with the expectations of parties formally by inquiring only about the plain meaning of the contract or qualitatively by enforcing the presumed expectations of the parties, regardless of whether those expectations are expressed in the contract. The Delaware courts have opted for a formal approach. In doing so, they appear to be engaged in an effort to force contracting parties toward completeness. While the duty of good faith appears to respond to the inevitable incompleteness of contracts, the courts largely ignore this duty in preferred stock cases. …
A Good Old Habit, Or Just An Old One? Preferential Tax Treatment For Reorganizations, Yariv Brauner
A Good Old Habit, Or Just An Old One? Preferential Tax Treatment For Reorganizations, Yariv Brauner
BYU Law Review
No abstract provided.
Aurora Credit Services, Inc. V. Liberty West Development, Inc.: An Analysis Of Shareholder Derivative Suits In Closely Held Corporations, Robbie G. Yates
Aurora Credit Services, Inc. V. Liberty West Development, Inc.: An Analysis Of Shareholder Derivative Suits In Closely Held Corporations, Robbie G. Yates
BYU Law Review
No abstract provided.
Toward A New Theory Of The Shareholder Role: A Sacred Space In Corporate Transactions, Robert B. Thompson, D. Gordon Smith
Toward A New Theory Of The Shareholder Role: A Sacred Space In Corporate Transactions, Robert B. Thompson, D. Gordon Smith
Faculty Scholarship
Corporate law expresses a profound ambiguity toward the role of shareholders. Courts announce that shareholders are critical to the theory that legitimates the exercise of power - by directors and officers over vast aggregations of property that they do not own. At the same time shareholders have a very difficult time actually making any corporate decisions. In this Article, we strive to define a new role for shareholders by drawing on economic theories of the firm and the structure of corporate law. More particularly we examine the role of shareholders in hostile corporate takeovers, the area where the interests of …
Wells Fargo & Co. And Subsidiaries V. Commissioner: Rethinking The Deductibility Of Certain Pre-Merger Expenditures, Jeffery R. Atkin
Wells Fargo & Co. And Subsidiaries V. Commissioner: Rethinking The Deductibility Of Certain Pre-Merger Expenditures, Jeffery R. Atkin
Brigham Young University Journal of Public Law
No abstract provided.
Collective Rights Adjudication In U.S. Courts: Enforcing Human Rights At The Corporate Level, Kathryn L. Boyd
Collective Rights Adjudication In U.S. Courts: Enforcing Human Rights At The Corporate Level, Kathryn L. Boyd
BYU Law Review
No abstract provided.