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Articles 31 - 60 of 180
Full-Text Articles in Business Organizations Law
Between Sin And Redemption: Duty, Purpose, And Regulation In Religious Corporations, Brett H. Mcdonnell
Between Sin And Redemption: Duty, Purpose, And Regulation In Religious Corporations, Brett H. Mcdonnell
Washington and Lee Law Review
No abstract provided.
Corporate Power Is Corporate Purpose Ii: An Encouragement For Future Consideration From Professors Johnson And Millon, Leo E. Strine Jr.
Corporate Power Is Corporate Purpose Ii: An Encouragement For Future Consideration From Professors Johnson And Millon, Leo E. Strine Jr.
Washington and Lee Law Review
No abstract provided.
Confident Pluralism In Corporate Legal Theory, Robert K. Vischer
Confident Pluralism In Corporate Legal Theory, Robert K. Vischer
Washington and Lee Law Review
No abstract provided.
Effective Compliance With Antidiscrimination Law: Corporate Personhood, Purpose And Social Responsibility, Cheryl L. Wade
Effective Compliance With Antidiscrimination Law: Corporate Personhood, Purpose And Social Responsibility, Cheryl L. Wade
Washington and Lee Law Review
No abstract provided.
The Life (And Death?) Of Corporate Waste, Harwell Wells
The Life (And Death?) Of Corporate Waste, Harwell Wells
Washington and Lee Law Review
At first glance, corporate waste makes no sense. The very definition of waste—a transaction so one-sided that no reasonable business person would enter into it, an act equivalent to gift or “spoliation”—suggests that it would never occur, for what corporation would ever enter into a transaction so absurd? Yet waste claims are regularly made against corporate managers. Respected judges have downplayed waste as a “vestige” and described it as “possibly non-existent,” the Loch Ness monster of corporate law; but waste survives. It is a remnant of ultra vires, a doctrine proclaimed largely dead for the last hundred years—but waste is …
Looking Back, Looking Forward: Personal Reflections On A Scholarly Career, David K. Millon
Looking Back, Looking Forward: Personal Reflections On A Scholarly Career, David K. Millon
Washington and Lee Law Review
No abstract provided.
Reflecting On Three Decades Of Corporate Law Scholarship, Lyman P.Q. Johnson
Reflecting On Three Decades Of Corporate Law Scholarship, Lyman P.Q. Johnson
Washington and Lee Law Review
No abstract provided.
The Fiduciary Enterprise Of Corporate Law, Christopher M. Bruner
The Fiduciary Enterprise Of Corporate Law, Christopher M. Bruner
Washington and Lee Law Review
No abstract provided.
Corporate Officers As Agents, Deborah A. Demott
Corporate Officers As Agents, Deborah A. Demott
Washington and Lee Law Review
No abstract provided.
Repugnant Business Models: Preliminary Thoughts On A Research And Policy Agenda, Claire A. Hill
Repugnant Business Models: Preliminary Thoughts On A Research And Policy Agenda, Claire A. Hill
Washington and Lee Law Review
No abstract provided.
Corporate Governance As Moral Psychology, Alan R. Palmiter
Corporate Governance As Moral Psychology, Alan R. Palmiter
Washington and Lee Law Review
No abstract provided.
The Separation Of Corporate Law And Social Welfare, William W. Bratton
The Separation Of Corporate Law And Social Welfare, William W. Bratton
Washington and Lee Law Review
No abstract provided.
Rethinking Limited Liability Of Parent Corporations For Foreign Subsidiaries’ Violations Of International Human Rights Law, Gwynne Skinner
Rethinking Limited Liability Of Parent Corporations For Foreign Subsidiaries’ Violations Of International Human Rights Law, Gwynne Skinner
Washington and Lee Law Review
The doctrine of limited liability of shareholders often prevents victims harmed by a corporation’s foreign subsidiary’s violation of international human rights norms from obtaining a remedy when that subsidiary operates in a country that has a weak or ineffective judicial system. This is because victims are often unable to obtain a remedy in these countries, and the doctrine almost always prevents victims from seeking a remedy from the parent corporation. Given this problem, in what situations should parent corporations be liable for the tortious activities of their foreign subsidiaries? This Article discusses the circumstances where imposing liability on parent corporations …
Teaching Llcs Through A Problem-Based Approach, Michelle M. Harner, Robert J. Rhee
Teaching Llcs Through A Problem-Based Approach, Michelle M. Harner, Robert J. Rhee
Washington and Lee Law Review
No abstract provided.
Teaching Llcs By Design, Anne M. Tucker
Teaching Llcs By Design, Anne M. Tucker
Washington and Lee Law Review
No abstract provided.
The Dwindling Of Revlon, Lyman P.Q. Johnson, Robert Ricca
The Dwindling Of Revlon, Lyman P.Q. Johnson, Robert Ricca
Washington and Lee Law Review
No abstract provided.
Innovation In Teaching Llcs: Introduction, Lyman P.Q. Johnson
Innovation In Teaching Llcs: Introduction, Lyman P.Q. Johnson
Washington and Lee Law Review
No abstract provided.
Regulating Shadows: Financial Regulation And Responsibility Failure , Steven L. Schwarcz
Regulating Shadows: Financial Regulation And Responsibility Failure , Steven L. Schwarcz
Washington and Lee Law Review
In the modern financial architecture, financial services and products increasingly are provided outside of the traditional banking system—and thus without the need for bank intermediation between capital markets and the users of funds. Most corporate financing, for example, no longer is dependent on bank loans but is raised through special-purpose entities, money- market mutual funds, securiti es lenders, hedge funds, and investment banks. This shift, referred to as “disintermediation” and described as creating a “shadow banking” system, is transforming finance so radically that regulatory scholars need to rethink their assumptions. Two of the fundamental market failures underlying shadow banking—information failure …
Removing Revlon, Franklin A. Gevurtz
Removing Revlon, Franklin A. Gevurtz
Washington and Lee Law Review
This Article advocates the abolition of the Revlon doctrine— the junior partner in Delaware’s corporate takeover jurisprudence, which governs certain contests involving auctions and sales of control. Revlon arose in the twilight zone created by the overlap between defenses to hostile tender offers and efforts by directors to avoid or coerce a shareholder vote on corporate mergers and sales (shotgun corporate marriages). The narrow holding of the case stands for the common sense proposition that if directors decide to sell their corporation by choosing between two bids, both of which will pay all of the shareholders cash for all of …
Docket Dividends: Growth In Shareholder Litigation Leads To Refinements In Chancery Procedures, Donald F. Parsons Jr., Jason S. Tyler
Docket Dividends: Growth In Shareholder Litigation Leads To Refinements In Chancery Procedures, Donald F. Parsons Jr., Jason S. Tyler
Washington and Lee Law Review
No abstract provided.
Contingent Capital In Executive Compensation, Wulf A. Kaal
Contingent Capital In Executive Compensation, Wulf A. Kaal
Washington and Lee Law Review
Contingent capital has great potential to improve corporate governance in Systemically Important Financial Institutions (SIFIs). Early initiatives by European SIFIs to include contingent convertible bonds in executive compensation packages lack governance-improving designs. This Article suggests the use of contingent convertible bonds with an early conversion trigger in executive compensation. The proposal adds an important element to the literature on inside debt and the creditor-centered approach to executive compensation. Contingent convertible bonds with early triggers could be preferable to other debt instruments because, in addition to lowering income inequality and increasing sustainability, the early trigger design can improve incentives for executives …
The Power Of A Suggestion: The Use Of Forum Selection Clauses By Delaware Corporations, Thomas T. Mcclendon
The Power Of A Suggestion: The Use Of Forum Selection Clauses By Delaware Corporations, Thomas T. Mcclendon
Washington and Lee Law Review
No abstract provided.
The Real Error In Citizens United, Joanna M. Meyer
The Real Error In Citizens United, Joanna M. Meyer
Washington and Lee Law Review
No abstract provided.
Whistling Rogues: A Comparative Analysis Of The Dodd–Frank Whistleblower Bounty Program, Patrick A. Barthle Ii
Whistling Rogues: A Comparative Analysis Of The Dodd–Frank Whistleblower Bounty Program, Patrick A. Barthle Ii
Washington and Lee Law Review
No abstract provided.
Corporate Wrongdoing And The In Pari Delicto Defense In Auditor Malpractice Cases: A New Approach, Christine M. Shepard
Corporate Wrongdoing And The In Pari Delicto Defense In Auditor Malpractice Cases: A New Approach, Christine M. Shepard
Washington and Lee Law Review
No abstract provided.
Toward A Nexus Of Virtue, Ronald J. Colombo
Toward A Nexus Of Virtue, Ronald J. Colombo
Washington and Lee Law Review
Corporate law, like all law, should be directed toward the common good. The common good requires that corporate activity be restrained, if not actively directed, by human virtue. An analysis of the corporate enterprise suggests that those corporate actors with the greatest stake in the exercise of virtue, and best positioned to influence corporate activity via the exercise of virtuous judgment, are the corporation’s officers. Thus, one of the primary objectives of corporate law should be to promote virtue among corporate officers. Contrary to what some might assume, the promotion of virtue among corporate officers need not entail a promulgation …
Further Perspectives On Corporate Wrongdoing, In Pari Delicto, And Auditor Malpractice, Deborah A. Demott
Further Perspectives On Corporate Wrongdoing, In Pari Delicto, And Auditor Malpractice, Deborah A. Demott
Washington and Lee Law Review
No abstract provided.
Agency And The Ontology Of The Corporation, Christopher M. Bruner
Agency And The Ontology Of The Corporation, Christopher M. Bruner
Washington and Lee Law Review
No abstract provided.
"Patient Capital": Can Delaware Corporate Law Help Revive It?, Jack B. Jacobs
"Patient Capital": Can Delaware Corporate Law Help Revive It?, Jack B. Jacobs
Washington and Lee Law Review
No abstract provided.
Option Backdating And Its Implications, Jesse M. Fried
Option Backdating And Its Implications, Jesse M. Fried
Washington and Lee Law Review
Thousands of U.S. companies appear to have secretly backdated stock options. This Article analyzes three forms of secret option backdating: (1) the backdating of executives' option grants; (2) the backdating of nonexecutive employees' option grants; and (3) the backdating of executives' option exercises. It shows that each type of backdating less likely reflects arm's length contracting than a desire to inflate and camouflage executive pay. Secret backdating thus provides further evidence that pay arrangements have been shaped by executives' influence over their boards. The fact that so many firms continued to secretly backdate after the Sarbanes-Oxley Act, in blatant violation …