Business Organizations Law Commons^™

To Understand Us V. Microsoft, Consider 'Acme V. Shamrock', Peter B. Rutledge, Amanda W. Newton

Popular Media

The February 27, 2018, Supreme Court argument in United States v. Microsoft Corp. raises profound questions about issues of executive power, corporate governance, technology, judicial power and international affairs. At stake for the government is the scope of its investigative authority to obtain information located in a foreign country, irrespective of that country’s laws. At stake for Microsoft is its ability to organize its international corporate affairs and the predictability of the laws that will govern those affairs. This article analyzes the potential effects of this critical Supreme Court case.

The Power Few Of Corporate Compliance, Todd Haugh

Georgia Law Review

Corporate compliance in most companies is carried out under the assumption that unethical and illegal conduct occurs in a more or less predictable fashion. That is, although corporate leaders may not know precisely when, where, or how compliance failures will occur, they assume that unethical employee conduct will be sprinkled throughout the company in a roughly normal distribution, exposing the firm to compliance risk but in a controllable manner. This assumption underlies many of the common tools of compliance — standardized codes of conduct, firm-wide compliance trainings, and uniform audit and monitoring practices. Because regulators also operate under this assumption, …

The Cost Of Appraisal Rights: How To Restore Certainty In Delaware Mergers, Matthew E. Miehl

Georgia Law Review

Delaware's legislature created appraisal rights to
ensure that minority shareholders received fair
compensation for shares that were involuntarily sold in
a merger. Modern securities practices blur the line
between a share's equity interest and its voting interest,
which enables appraisal arbitrage-individuals,
particularly hedge funds, petitioning for appraisal
rights over shares that another person has the voting
rights to. Instances of appraisalarbitragein Delaware
mergers are soaring and causing corporate buyers to be
uncertain about a merger's ultimate price. This Note
contends that Delaware's legislature can ameliorate
this problem by establishing a contemporaneous
ownership requirement and by initiating efforts to
centralize share …

Crowdfunding Signals, Darian M. Ibrahim

Georgia Law Review

Entrepreneurs can now “crowdfund,” or sell securities to unaccredited investors over the Internet, to raise capital. But will these companies be able to attract the follow-on investors (angels and venture capitalists) that are necessary for long-term success? Angels and VCs face extreme levels of information asymmetry when deciding whether to fund a company. Signals can reduce this asymmetry. Early commentary argues a company only crowdfunds as a last resort for fear of sending a negative signal about the company’s quality to follow-on investors. This Article argues the inverse. This Article argues a successful crowdfunding campaign can send a positive signal …

Center-Left Politics And Corporate Governance: What Is The 'Progressive' Agenda?, Christopher Bruner

Scholarly Works

For as long as corporations have existed, debates have persisted among scholars, judges, and policymakers regarding how best to describe their form and function as a positive matter, and how best to organize relations among their various stakeholders as a normative matter. This is hardly surprising given the economic and political stakes involved with control over vast and growing "corporate" resources, and it has become commonplace to speak of various approaches to corporate law in decidedly political terms. In particular, on the fundamental normative issue of the aims to which corporate decision-making ought to be directed, shareholder-centric conceptions of the …

Tournament Of Managers: Lessons From The Academic Leadership Market, Usha Rodrigues

Scholarly Works

Why do firms usually make, not buy, their chief executive officers (CEOs)? Public corporations hire their CEOs from within the firm 78% of the time. They do so although earlier studies have found no clear evidence that internal hires perform better than external ones. So why do firms prefer them? Few scholars have focused on this simple question.

The reason why firms favor internal candidates matters not only in its own right, but also for an overlooked reason: it informs the controversial question of executive compensation. Currently board-compensation committees look to peer benchmarks to set executive pay. But, taking cues …

Distributed Ledgers, Traceable Shares, And The Division Of Power In Corporate Law, Christopher M. Bruner

Scholarly Works

Review of Traceable Shares and Corporate Law, 113 Nw. U. L. Rev. __ by George S. Geis (forthcoming 2018)

The Up-C Revolution, Gregg D. Polsky, Adam H. Rosenzweig

Scholarly Works

Over the past few years, a revolutionary new tax structure, known as the Up-C, has become increasingly popular, particularly in instances where an LLC is being taken public. In such an Up-C IPO, a newly formed C corporation is placed on top of the existing LLC, which continues to operate the business. Shares of the C corporation are sold to new investors, and the proceeds are used by the C corporation to buy an interest in the LLC. Meanwhile, the legacy owners of the LLC (typically, founders and private investment funds) retain their interests in the LLC, while receiving exchange …

Does Shareholder Voting Matter? Evidence From The Takeover Market, Paul Mason, Usha Rodrigues, Mike Stegemoller, Steven Utke

Scholarly Works

Voting rights are a basic shareholder-protection mechanism. Outside of the core voting requirements state law imposes (election of directors and votes on fundamental changes), federal law grants shareholders additional voting rights. But these rights introduce concomitant costs into corporate governance. Each grant of a voting right thus invites the question: is the benefit achieved worth the cost the vote imposes?

The question is not merely a theoretical one. Recently the SEC, concerned about Nasdaq’s potential weakening of shareholder voting protections, has lamented that little evidence exists on the value of the shareholder vote. This Article provides that evidence. It examines …

Corporate Governance Reform In Post-Crisis Financial Firms: Two Fundamental Tensions, Christopher Bruner

Scholarly Works

The manner in which financial firms are governed directly impacts the stability and sustainability of both the financial sector and the "real" economy, as the financial crisis and associated regulatory reform efforts have tragically demonstrated. However, two fundamental tensions continue to complicate efforts to reform corporate governance in post-crisis financial firms. The first relates to reliance on increased equity capital as a buffer against shocks and a means of limiting leverage. The tension here arises from the fact that no corporate constituency desires risk more than equity does, and that risk preference only tends to be stronger in banks, and …

Publicly Funded Private Security: A Critical Examination Of Georgia Law Pertaining To The Private Employment Of Off-Duty Police Officers, Ryan L. Giles

Georgia Law Review

Generally, employers of private security guards are
vicariously liable for the actions of their employees. This
incentivizes employers to protect against unnecessary risks
to the public and to internalize the social costs of their
business activities. In Georgia, however, this centuries-old

doctrine of respondeat superior does not apply when a
private business hires an off-duty police officer.
Several consequences arise from the current state of the
law: inconsistency in application, unfairness to victims
and imprudent taxpayer subsidization of private
businesses. This Note illustrates that the current law is
both unjust and unwise by contrasting business liability
for police torts with …

The Fiduciary Enterprise Of Corporate Law, Christopher Bruner

Scholarly Works

No abstract provided.

The Andean Foreign Investment Code: An Overview, Lloyd Pike

Georgia Journal of International & Comparative Law

No abstract provided.

Expropriation - Compensation - Agreement Reached Between The Government Of The United States Of America And The Government Of Peru On $76 Million As Compensation For Expropriated Properties Of United States Nationals, William M. Phillippe

Georgia Journal of International & Comparative Law

No abstract provided.

Foreign Nation Judgments - If State Law Provides For The Enforceability Of Foreign Judgments, The Judgment Is Enforceable Without Determination Of Whether The Arbitration Award On Which It Is Based Is Independently Enforceable Under The Convention On The Recognition And Enforcement Of Foreign Arbitral Awards, John W. Kindt

Georgia Journal of International & Comparative Law

No abstract provided.

Contracts - Arbitration Agreement - An Arbitration Agreement In An International Contract Is To Be Given Full Effect By Federal Courts Except Where Public Policy Or Equity Dictate Otherwise, James D. Dunham, J. S. Schuster

Georgia Journal of International & Comparative Law

No abstract provided.

Book Review: International Licensing Agreements. Edited By Gótz M. Pollzien And Eugen Langen. Indianapolis And New York: The Bobbs-Merrill Co., 2d Ed. 1971. Pp. Xlvi, 593. $35.00., William M. Poole

Georgia Journal of International & Comparative Law

No abstract provided.

Trading With Socialist Partners, Josef Rohlik

Georgia Journal of International & Comparative Law

No abstract provided.

Foreign Investment Protection And Icsid Arbitration, Charles Vuylsteke

Georgia Journal of International & Comparative Law

No abstract provided.

On The Continuing Misuse Of Event Studies: The Example Of Bessen And Meurer, Glynn S. Lunney Jr.

Georgia Journal of Law & Technology

No abstract provided.

The Judicial Role In Extraterritorial Application Of The Securities Exchange Act Of 1934: Vesco, William A. Aileo

Georgia Journal of International & Comparative Law

No abstract provided.

Conference Summary: Problems And Prospects Of Trade With Eastern Europe And China, Chesterfield H. Smith, William C. Mott, William J. Casey, Philip M. Landrum, Jacobus T. Severiens, Dean Rusk, Evgeniy V. Bugrov, Andrzej B. Burzynski, Gabriel M. Wilner, Peter M. Flanigan, Benjamin Busch, Victor Hoa Li, Graham Metson, Donald Clark, Reg Murphy, Charles Hodgkins, C.C. Van Den Heuvel, Jeremy Russell, David Winter

Georgia Journal of International & Comparative Law

No abstract provided.

Operational Autonomy And Public Accountability In Statutory Corporations: A Case Study Of Ghana’S Development Experience And A Blueprint For Reform, E. A. Botchwey

Georgia Journal of International & Comparative Law

No abstract provided.

“Oversight Of The False Claims Act” Testimony By Professor Larry D. Thompson Before The U.S. House Of Representatives Judiciary Subcommittee On The Constitution And Civil Justice, Larry D. Thompson

Presentations and Speeches

Sibley Professor in Corporate and Business Law Larry D. Thompson testifies in a U.S. House of Representatives Judiciary Subcommittee on the Constitution and Civil Justice hearing on “Oversight of the False Claims Act.” The purpose of the hearing was to examine the act’s success and seek ways “to prevent, detect and eliminate false claims costing taxpayer dollars, while ensuring fair and just results.”

Standing To Represent Corporate Claims In The International Court Of Justice: The Barcelona Traction Case, W. B. Stillwell Iii

Georgia Journal of International & Comparative Law

No abstract provided.

Recent Developments And Future Prospects Of The Common Market, Michael Waelbroeck

Georgia Journal of International & Comparative Law

No abstract provided.

The Enduring Legacy Of Modern Efficient Market Theory After Halliburton V. John, Mark Klock

Georgia Law Review

In 1988 the U.S. Supreme Court approved the fraud on the market theory for securities trading in an efficient market thus enabling securities class action plaintiffs to establish their required reliance element of the case through a rebuttable presumption. Basic v. Levinson held that efficient markets incorporate publicly disseminated information and investors who purchased or sold securities in an efficient market therefore relied on any publicly disseminated misinformation. For more than a quarter century since Basic, the efficient market theory has sustained a barrage of assaults from commentators who object to the use of economic theory in legal decision making …

Restoring The Promise Of The Shareholder Derivative Suit, John Matheson

Georgia Law Review

The most fundamental and perplexing question in all of corporate law is how to ensure that the board of directors and corporate officers faithfully serve the interests of the corporation and its owners, the shareholders. A primary means of answering that challenge has been the implication and enforcement of directors' and officers' fiduciary duties to the corporation by means of the shareholder derivative action. Almost from its inception, however, the derivative suit has been subject to jaundiced treatment by companies, legislatures, and courts. The result is a costly, tortured derivative suit process unrelated to the merits of the underlying claims …

The Multinational Corporation Regulatory Guidebook, Rhond R. Roth

Georgia Journal of International & Comparative Law

No abstract provided.

Table Of Contents, Georgia Journal Of International And Comparative Law

Georgia Journal of International & Comparative Law

No abstract provided.