Open Access. Powered by Scholars. Published by Universities.®
- Discipline
-
- Law and Society (289)
- Banking and Finance Law (281)
- Law and Economics (264)
- Organizations Law (262)
- Securities Law (260)
-
- Commercial Law (252)
- Contracts (246)
- Other Law (246)
- Antitrust and Trade Regulation (240)
- Law and Philosophy (233)
- Comparative and Foreign Law (232)
- Legal Ethics and Professional Responsibility (231)
- Legal Profession (231)
- Legal History (228)
- Law and Politics (223)
- Agency (219)
- Public Law and Legal Theory (214)
- Legislation (211)
- Secured Transactions (209)
- Computer Law (208)
- European Law (208)
- Internet Law (208)
- Accounting Law (207)
- Labor and Employment Law (207)
- International Law (202)
- Law and Psychology (198)
- Civil Rights and Discrimination (197)
- Religion Law (197)
- Keyword
-
- Corporations (75)
- Corporate Law (74)
- Investment (59)
- Corporation (51)
- Corporate (49)
-
- Public Corporations (43)
- Theory of the Firm (39)
- Law (36)
- Shareholder (36)
- Firms (25)
- Berle (23)
- Adolf Berle (22)
- Finance (22)
- Seattle University (21)
- Seattle University Law Review (20)
- Corporate Governance (19)
- Corporate social responsibility (19)
- Society (19)
- Berle & Means (18)
- Berle symposium (18)
- Berle's footsteps (18)
- Corporate power (18)
- Law Corporations and Society (18)
- Social welfare (18)
- The Modern Corporation and Private Property (18)
- The modern corporation (18)
- Business (17)
- Benefit Corporation (16)
- Berle VIII (16)
- Coase (16)
- Publication Year
- Publication
- Publication Type
Articles 391 - 420 of 436
Full-Text Articles in Business Organizations Law
Tracking Berle’S Footsteps: The Trail Of The Modern Corporation’S Last Chapter, William W. Bratton, Michael L. Wachter
Tracking Berle’S Footsteps: The Trail Of The Modern Corporation’S Last Chapter, William W. Bratton, Michael L. Wachter
Seattle University Law Review
Readers game enough to work through all three hundred pages of The Modern Corporation and Private Property looking for insights on corporate law today encounter two, apparently contradictory, lines of thought. One line, set out in Books II and III, resonates comfortably with today’s shareholder-centered corporate legal theory. Here the book teaches that even as ownership and control have separated, managers should function as trustees for the shareholders and so should exercise their wide-ranging powers for the shareholders’ benefit. The other line of thought emerges in Books I and IV, where The Modern Corporation encases this shareholder trust model in …
Rethinking The Separation Of Ownership From Management In American History, Kenneth Lipartito, Yumiko Morii
Rethinking The Separation Of Ownership From Management In American History, Kenneth Lipartito, Yumiko Morii
Seattle University Law Review
In <em>The Modern Corporation and Private Property</em>, Adolf Berle and Gardiner Means would use AT&T as a prime example of what they saw as a dangerous new trend, the replacement of ownership-based capitalism with giant corporations controlled by a small group of propertyless managers. Indeed, AT&T became Berle and Means’ favorite example. . . . As we shall see, however, the claim that AT&T was a leading example of the separation of ownership from management is incomplete. More importantly, the common interpretation of Berle and Means’ work is mistaken, placing the emphasis incorrectly on the number of shareholders and reading …
Berle’S Vision Beyond Shareholder Interests: Why Investment Bankers Should Have (Some) Personal Liability, Claire Hill, Richard Painter
Berle’S Vision Beyond Shareholder Interests: Why Investment Bankers Should Have (Some) Personal Liability, Claire Hill, Richard Painter
Seattle University Law Review
This essay, published in a symposium on the work of Adolf Berle, approaches the Berle-Dodd debate from the perspective that corporate managers have responsibilities beyond pursuing the interests of shareholders. Stock based executive compensation, designed to align managers’ interests with those of shareholders, has, in the investment banking industry in particular, failed to avert, and may have caused, managers (in this case, bankers) to take excessive risks that in the present financial crisis inflicted great damage on creditors and on society as a whole. We describe here the broad outlines of a proposal that we will discuss in future publications …
Enumerating Old Themes? Berle’S Concept Of Ownership And The Historical Development Of English Company Law In Context, Lorraine E. Talbot
Enumerating Old Themes? Berle’S Concept Of Ownership And The Historical Development Of English Company Law In Context, Lorraine E. Talbot
Seattle University Law Review
This paper offers some tentative suggestions as to why Berle’s work has been read and interpreted so selectively in the United Kingdom. I suggest that this must be partly attributable to the historical developments in English company law that entrenched the notion of shareholder ownership claims. Specifically, unincorporated associations’ normative values—that members are owners and there is no distinction between small organizations with no share dispersal and large organizations with wide share dispersal—have a continuing influence on this entrenched notion of shareholder ownership claims. First, I provide an overview of the origins of English company law. Next, I address how …
Monitoring To Reduce Agency Costs: Examining The Behavior Of Independent And Non-Independent Boards, Anita Anand, Frank Milne, Lynnette Purda
Monitoring To Reduce Agency Costs: Examining The Behavior Of Independent And Non-Independent Boards, Anita Anand, Frank Milne, Lynnette Purda
Seattle University Law Review
Berle and Means’s analysis of the corporation—in particular, their view that those in control are not the owners of the corporation—raises questions about actions that corporations take to counter concerns regarding management’s influence. What mechanisms, if any, do corporations implement to balance the distribution of power in the corporation? To address this question, we analyze boards of directors’ propensity to voluntarily adopt recommended corporate governance practices. Because board independence is one way to enhance shareholders’ ability to monitor management, we probe whether firms with independent boards of directors (which we define as boards with either an independent chair or a …
Securities Intermediaries And The Separation Of Ownership From Control, Jill E. Fisch
Securities Intermediaries And The Separation Of Ownership From Control, Jill E. Fisch
Seattle University Law Review
The Modern Corporation & Private Property is a paradigm-shifting analysis of the modern corporation. The book is perhaps best known for the insights of Berle and Means about the separation of ownership from control and the consequences of that separation for the allocation of power within the corporation. The Berle and Means story focuses on the shareholder as the owner of the corporation. Berle and Means saw the mechanism of centralized management—in which the shareholder retains the economic interest but not the control rights associated with ownership—as threatening the conception of shareholder interests in terms of property rights. In particular, …
The Modern Corporation As Social Construction, Mark S. Mizruchi, Daniel Hirschman
The Modern Corporation As Social Construction, Mark S. Mizruchi, Daniel Hirschman
Seattle University Law Review
Classic works, Mark Mizruchi and Lisa Fein argued, share a particular fate. Authors often cite classic works without reading them—or without reading them carefully. . . . Yet perhaps no single work fits the above description better than one of the most important books on the large corporation ever published: Adolf Berle and Gardiner Means’s The Modern Corporation and Private Property. One can speculate that few works in the social sciences have been as often cited and as little read. As a consequence, we would expect The Modern Corporation to be a good candidate for either selective interpretation or …
Corporate Power In The Public Eye: Reassessing The Implications Of Berle’S Public Consensus Theory, Marc T. Moore, Antoine Rebérioux
Corporate Power In The Public Eye: Reassessing The Implications Of Berle’S Public Consensus Theory, Marc T. Moore, Antoine Rebérioux
Seattle University Law Review
We analyze Berle’s overall corporate governance project in accordance with what we see as its four core sub-themes: (A) the limitations of external market forces as a constraint on managerial decision-making power; (B) the desirability of internal (corporate) over external (market) actors in allocating corporate capital; (C) civil society and the public consensus as a continuous informal check on managerial decision-making power; and (D) shareholder democracy (as opposed to shareholder primacy or shareholder wealth maximization) as a socially instrumental institution. We seek to debunk the popular misconception that Berle’s early work was a defense of the orthodox shareholder primacy paradigm …
State Regulation Of Franchising: The Washington Experience Revisited, Douglas C. Berry, David M. Byers, Daniel J. Oates
State Regulation Of Franchising: The Washington Experience Revisited, Douglas C. Berry, David M. Byers, Daniel J. Oates
Seattle University Law Review
Thirty-six years ago, and one year after Washington became the second state in the nation to enact a statute regulating franchise relationships, Professor Donald S. Chisum wrote the seminal article on franchising in Washington, State Regulation of Franchising: The Washington Experience. Professor Chisum's article has been one of the few reference sources for Washington franchise law, and it has been the primary source relied on by courts addressing claims under Washington's Franchise Investment Protection Act (FIPA). Since Professor Chisum originally published his article, the Federal Trade Commission (FTC) has promulgated and amended regulations governing the sale of franchises nationally, …
D&O Insurance: The Tension Between Cooperating With The Insurance Company And Protecting Privileged Information From Third Party Plaintiffs, Lindsay Fisher
D&O Insurance: The Tension Between Cooperating With The Insurance Company And Protecting Privileged Information From Third Party Plaintiffs, Lindsay Fisher
Seattle University Law Review
This comment argues that states should challenge the Real ID under the federalism principles enshrined in the Tenth Amendment, although the Act's driver licensing provisions infringe on both individual and state constitutional rights. A state challenge under the Tenth Amendment is more likely than modern individual rights jurisprudence to succeed in striking down Real ID. Arguing that the federal government impermissibly coerces state action under the Act will better protect both states and individual rights and succeed in having the Act overturned. Part II of this Comment provides a historical context for the enactment of Real ID and describes its …
Corporations, Veils, And International Criminal Liability, Ronald Slye
Corporations, Veils, And International Criminal Liability, Ronald Slye
Faculty Articles
This article investigates the issue of corporations and their criminal liability. Specifically, it outlines general arguments surrounding the issue. It provides more of a broad overview, identifying the key arguments that are typically made for applying criminal liability to corporations.
Panelist Biographies, Introduction By Dana Gold, Editor's Note, Dana L. Gold
Panelist Biographies, Introduction By Dana Gold, Editor's Note, Dana L. Gold
Seattle University Law Review
This conference brought together nationally recognized scholars, attorneys, policymakers and activists from across the country who represent a depth of knowledge and range of viewpoints necessary to explore the intersection of corporate and First Amendment law. This discussion was sometimes heated, frequently politically surprising, and always robust. In this symposium issue, the Seattle University Law Review has captured the presentations and exchanges at this unique, multidisciplinary conference.
Corporations And Political Speech: Should Speech Equal Money?, David Skover, Lisa Danetz, Martin Redish, Scott Thomas
Corporations And Political Speech: Should Speech Equal Money?, David Skover, Lisa Danetz, Martin Redish, Scott Thomas
Seattle University Law Review
Welcome now to the panel on corporations and political speech. We will explore the First Amendment jurisprudence of campaign finance regulation and some of the more controversial issues raised by corporate involvement in the marketplace of political ideas and elections.
Protecting The Polity: Strategies For Reform, Dana Gold, Solange Bitol-Hansen, Charlie Cray, Bruce Freed
Protecting The Polity: Strategies For Reform, Dana Gold, Solange Bitol-Hansen, Charlie Cray, Bruce Freed
Seattle University Law Review
This session is Protecting the Polity: Strategies for Reform, and we frame this as additional strategies that are actually percolating in a concrete way out in the real world, not just in the world of academic theory, to promote citizen participation in a democracy that countenances corporate influence in the political process.
Keynote Speech, Mark Crispin Miller
Keynote Speech, Mark Crispin Miller
Seattle University Law Review
Corporations tend to work against immediate contact. They tend to discourage familial bonds and popular interaction. They are allergic to democracy. Because corporations are usually in the business of selling deviations of various kinds, they tend to want a world in which each one of us is completely walled off in a portable, wonderful land of communication technology. Corporations want a world where everything is done for us. A world where everything is presented to us through a corporate medium, so that what once looked like satire is now commonly represented as an admirable ideal. To that end, I am …
Curbing Shareholder Voting Groups With A New Philosophy For Washington's Business Corporation Act, Tilman Larson
Curbing Shareholder Voting Groups With A New Philosophy For Washington's Business Corporation Act, Tilman Larson
Seattle University Law Review
This Comment explores Washington's changing philosophy of shareholder voting and how the current developments to Washington's corporate law have impacted shareholder voting group rights. In light of Washington's corporate law history, the underlying reasons for the amendments, and case law, this Comment argues that the recent amendments have altered, rather than preserved, what has been historically the true philosophy underlying Washington corporate law: minority shareholder rights. Part II of this Comment tracks the evolution of voting group rights through past Washington law and until the present Washington Business Corporation Act. Part III discusses the underlying reasons for the amendments, addresses …
Corporate Personhood And The Rights Of Corporate Speech, Adam Winkler
Corporate Personhood And The Rights Of Corporate Speech, Adam Winkler
Seattle University Law Review
My objective here is to provide a little historical background on business corporations and their place in First Amendment law. In the course of that overview, I will also make a few observations that I believe can be helpful in thinking about corporate speech rights. First, I will argue that one aspect of the constitutional status of corporations-the notion of corporate personhood-has not played the central role in shaping corporate speech rights that some believe. Corporations have free speech rights, but they are more limited than those held by individuals. Second, I will argue that there is not a single …
The Corporatization Of Communication, Eric Chiappinelli, Adam Candeub, Jeffrey Chester, Lawrence Soley
The Corporatization Of Communication, Eric Chiappinelli, Adam Candeub, Jeffrey Chester, Lawrence Soley
Seattle University Law Review
Our next panel discusses the corporatization of communication.
Corporations And Commercial Speech, Ron Collins, Mark Lopez, Tamara Piety, David Vladeck
Corporations And Commercial Speech, Ron Collins, Mark Lopez, Tamara Piety, David Vladeck
Seattle University Law Review
Today's discussion will be about a rather famous case-actually, a non-case, Nike v. Kasky.
Should Corporations Have First Amendment Rights?, Kent Greenfield, Daniel Greenwood, Erik Jaffe
Should Corporations Have First Amendment Rights?, Kent Greenfield, Daniel Greenwood, Erik Jaffe
Seattle University Law Review
As Professor Winkler correctly stated, current doctrine emphasizes the rights of listeners rather than the identity of corporate speakers. My argument is, in effect, that this emphasis misses the key point. But I will not deal with listeners directly. I am simply going to assume, rather than argue, that if corporate advertising were ineffective in influencing voters or legislators, normal market processes would eliminate it. I'm going to take it for granted that when corporations speak, it makes a difference in the actual results.
The Enron Trial Drama: A New Case For Stakeholder Theory, Russell Powell
The Enron Trial Drama: A New Case For Stakeholder Theory, Russell Powell
Faculty Articles
This article analyzes the trial of Jeffrey Skilling and Kenneth Lay, including an empirical analysis of jury comments made after the trial. The study indicates that the jury was influenced by the scope of the Enron collapse and its impact on employees, in particular. The article argues that if juries (or judges) are influenced by the magnitude of harm caused by fraudulent, disloyal behavior, especially when it impacts large numbers of working and middle-class employees, it is likely that the same factors will impact the outcome of derivative suits claiming breaches in fiduciary duties brought against officers and perhaps even …
The Entrepreneur And The Theory Of The Modern Corporation, Charles O'Kelley
The Entrepreneur And The Theory Of The Modern Corporation, Charles O'Kelley
Faculty Articles
The foremost description of the classic entrepreneur, immediately prior to the Great Depression and now, was presented by Frank Knight in his seminal work, Risk, Uncertainty, and Profit. In this Article, I will explicate Knight's theory of the entrepreneur and show how it relates to both the Berle-Means Paradigm and the nexus-of-contracts theory of the corporation. My effort here is in part intellectual history and in part the tentative beginnings of a new positive account of the corporation. In the latter regard, this Article takes only the first step in what may prove a quite exhaustive effort to re-plow the …
The Use Of Hiring Preferences By Alaska Native Corporations After Malabed V. North Slope Borough, James P. Mills
The Use Of Hiring Preferences By Alaska Native Corporations After Malabed V. North Slope Borough, James P. Mills
Seattle University Law Review
This article argues that Native corporations can provide employment preferences for Alaska Natives, so long as they are appropriately tailored to provide employment preferences to that corporation's shareholders or those closely related to the shareholders. Moreover, a hiring preference based on shareholder status is not a preference based on race and, as such, does not violate Alaska state law.24 But even if the Alaska Supreme Court found that these hiring preferences did violate the state constitution, given the federal government's unique relationship with Native corporations 25 and Congress's clear intent for Native corporations to favor Alaska Natives in their hiring …
The Practical Soul Of Business Ethics: The Corporate Manager's Dilemma And The Social Teaching Of The Catholic Church, Leo L. Clarke, Bruce P. Frohnen, Edward C. Lyons
The Practical Soul Of Business Ethics: The Corporate Manager's Dilemma And The Social Teaching Of The Catholic Church, Leo L. Clarke, Bruce P. Frohnen, Edward C. Lyons
Seattle University Law Review
This Article focuses on and attempts to dispel an overly narrow view of the moral responsibilities of corporations and their managers. Many businessmen and lawyers, relying on prevailing approaches to business ethics, labor under the misperception that the moral ladder in the business world has only one rung: "Be honest." Americans, however, should, can and do expect more from the managers of our large corporations, and virtually every Fortune 100 company publicly espouses a "social responsibility" far exceeding mere honesty. Further, as is demonstrated, American jurisprudence is consistent with those expectations. This Article's thesis is that Catholic Social Teaching provides …
The Code For Corporate Citizenship: States Should Amend Statutes Governing Corporations And Enable Corporations To Be Good Citizens, Elisa Scalise
The Code For Corporate Citizenship: States Should Amend Statutes Governing Corporations And Enable Corporations To Be Good Citizens, Elisa Scalise
Seattle University Law Review
Corporations are important social actors. They are created by law and create products, services, jobs, and wealth upon which modem societies rely. Investments injected by corporations bring jobs, capital, and technology to communities, thereby raising living standards and creating derivative rights such as education, health and housing, and political freedoms. Modem corporations allow entrepreneurs to raise massive amounts of capital for large projects and research, which results in innovation and a wide range of products and services. However, these same corporations can also cause social harm. They are structured in such a way that it is possible for agents in …
Clicks And Mortar: Taxing Multinational Business Profits In The Digital Age, Aldo Forgione
Clicks And Mortar: Taxing Multinational Business Profits In The Digital Age, Aldo Forgione
Seattle University Law Review
This Article argues that governments should abandon the treaty concept of permanent establishment and adopt international tax reforms that restore the primacy of "market country taxation of multi-national business profits promoted by domestic tax laws. Part I explores several emerging e-commerce issues that demonstrate the tension of introducing traditional tax norms to a digital environment. Part II reviews historical and recent developments in the international taxation of business profits and looks at the underlying trends and sentiments for reform of the existing system of global taxation of business income. Part III canvasses several prominent international tax reform alternatives proposed by …
Executive Certification Requirements In The Sarbanes-Oxley Act Of 2002: A Case For Criminalizing Executive Recklessness, Christopher Wyant
Executive Certification Requirements In The Sarbanes-Oxley Act Of 2002: A Case For Criminalizing Executive Recklessness, Christopher Wyant
Seattle University Law Review
This Comment focuses on sections 302 and 906 of the Sarbanes-Oxley Act. Section 302 requires Chief Executive Officers (CEOs) and Chief Financial Officers (CFOs), or their equivalents, to personally certify the accuracy of financial disclosure filings required by the SEC and to vouch for the reliability of the internal corporate controls that produce that information.'4 Section 906 contains an additional certification requirement and provides specific criminal penalties for willful or knowing violations of that requirement.'" An efficiency-based analysis of these two sections of the Sarbanes-Oxley Act suggests that including a recklessness standard of intent would be more likely to increase …
Delaware Corporation Law And Transaction Cost Engineering, Charles O'Kelley
Delaware Corporation Law And Transaction Cost Engineering, Charles O'Kelley
Faculty Articles
Professor O’Kelley believes that a very good way to teach Corporations is to structure the course around a core goal – to teach Delaware corporate law systematically – not just bits and pieces of it, but the entire system, much the way the teaching of constitutional law is approached. This essay is an elaboration of his reasoning and strategies, organized as a presentation and discussion of the core rationales for organizing the course in this way. The first justification flows axiomatically from the following proposition: we create value for many of our students, and harm none, by giving them an …
Foreword: The Many Passions Of Teaching Corporations, Charles O'Kelley
Foreword: The Many Passions Of Teaching Corporations, Charles O'Kelley
Faculty Articles
Teachers of Corporations share a passion for their subject and consider this first course in the business law curriculum to have fundamental importance for all law-trained professionals. Seemingly, however, we agree on little else, including the substantive focus of the course, the nature of the course materials, and the insights that teachers should convey. In fact, Corporations differs dramatically from school to school. Some teachers focus substantial attention on unincorporated business associations, while others cover only corporation law. Some who teach exclusively about the corporation emphasize closely held firms, while others highlight the law related to publicly traded entities. Likewise, …
A Practitioner's Perspective On The Tenure Of Chancellor William T. Allen, Jesse A. Finkelstein
A Practitioner's Perspective On The Tenure Of Chancellor William T. Allen, Jesse A. Finkelstein
Seattle University Law Review
This Essay is part of a tribute issue that was compiled in honor of William T. Allen, Chancellor of the Delaware Court of Chancery, after he announced his intention not to seek reappointment.