Business Organizations Law Commons^™

On The Liability Of Corporate Directors To Holders Of Securities For Illegal Corporate Acts: Can The Tension Between The "Net-Loss" And "No-Duty-To-Disclose" Rules Be Resolved, Geoffrey Rapp

Fordham Journal of Corporate & Financial Law

No abstract provided.

Constitutional Economics And The Bank Of Russia, Peter Barenboim

Fordham Journal of Corporate & Financial Law

No abstract provided.

Response: Small Business Reorganization And The Sabre Proposals, Joseph A. Guzinsky

Fordham Journal of Corporate & Financial Law

No abstract provided.

Response To Eric Posner, Jean Braucher

Fordham Journal of Corporate & Financial Law

No abstract provided.

But Can She Keep The Car? Some Thoughts On Collateral Retention In Consumer Chapter 7 Cases, Marianne B. Culhane, Michaela M. White

Fordham Journal of Corporate & Financial Law

No abstract provided.

Corporate Groups And Crossborder Insolvencies: A Canada- United States Perspective, Jacob Zeigel

Fordham Journal of Corporate & Financial Law

No abstract provided.

The A.A. Sommer Annual Lecture On Corporate Securities & Financial Law, Foreward, John F.X. Peloso

Fordham Journal of Corporate & Financial Law

No abstract provided.

Braking The Merger Momentum: Reforming Corporate Law Governing Mega-Mergers, James A. Fanto

Buffalo Law Review

This Article articulates a legal reform that is designed to rein in the number of value-decreasing stock-for-stock megamergers-the signature transaction of the 1990s and the beginning years of the new millennium-by causing board members to question more critically a mega-merger proposal when they are asked to approve it and even to continue to reevaluate their approval of a merger until its closing. The Article first describes the current merger wave and highlights reports of emerging problems in mega-mergers and the relevant economic data indicating that a majority of the transactions are value-decreasing for shareholders both in the short and long …

Annual Survey Of Virginia Law: Corporate And Business Law, Lyman P.Q. Johnson

University of Richmond Law Review

This article reviews changes in Virginia corporate and business law for the period from June 2000 through May 2001. Part II examines legislative changes in corporate and other business statutes (excluding public service corporation and insurance law issues) based on Virginia General Assembly action in the 2001 session. Part III reviews judicial decisions during the year, including decisions addressing agency law, partnership law, and corporate law issues and principles. This article describes these decisions and, in several instances, it also critically analyzes the outcomes. Part IV summarizes a May 25, 2001, Order of the Virginia State Corporation Commission amending the …

Voting (Insincerely) In Corporate Law, Zohar Goshen

Faculty Scholarship

Voting lies at the center of collective decision-making in corporate law. While scholars have identified various problems with the voting mechanism, insincere voting — in the forms of strategic voting and conflict of interests voting — is perhaps the most fundamental. This article shows that insincere voting distorts the voting mechanism at its core, undermining its ability to determine transaction efficiency. As further demonstrated, strategic and conflict of interests problems frequently coincide with one another: voting strategically often means being in conflict, and many fact patterns present aspects of both problems. Finally, this article claims that although the two problems …

Convergence Versus Divergence, Global Corporate Governance At The Crossroads: Governances Norms, Capital Markets & Oecd Principles For Corporate Governance, Janis P. Sarra

All Faculty Publications

There is growing debate as to whether international corporate governance practices can or should converge. Effective corporate governance has been linked to the ability of corporations to compete in global capital markets. Corporations operating in diverse economies have capital structures that are the result of public and private choices, and the corporate governance issues that arise reflect these structures. There is market pressure for convergence of corporate governance norms. The OECD has formulated Principles aimed at setting standards for corporations as they seek to attract capital. While the shareholder protections proposed are helpful in articulating norms that will attract long-term …

Changing Role Of The Company Secretary In Malaysia, Cheng Luan Ooi

Student Works (2000-2009)

The role and responsibilities of the company secretary may not be so well known as that of the other profession like the accountants, advocates and solicitors, architects and doctors. It is also not well defined in company legislation nor does the Act in its present state distinguish between full time and professional company secretary. Thus the role of a company secretary in this context is somewhat confusing to outside parties as far as the scope of responsibilities is concerned. From the traditional role as a mere keeper of company's documents, in recent years, the role of company secretary calls for …

Should Shareholders Have A Greater Say Over Executive Pay??, Randall S. Thomas, Brian R. Cheffins

Vanderbilt Law School Faculty Publications

Executive pay arrangements in Britain's publicly quoted companies have been subjected to much criticism in recent years. Proposals that shareholders should have a greater direct say over managerial remuneration have been a by-product of the concerns expressed. Debate on this point, however, has been largely speculative. This is because there is little evidence available in the United Kingdom indicating how shareholders would exercise any new powers they might be given. This paper addresses the evidentiary gap by drawing upon the experience in the United States, where empirical work indicates that shareholder voting only operates as a potential check when pay …

Foreword, Maria O'Brien

Faculty Scholarship

Over the past twenty or so years, the range of employee benefits offered by employers - both large and small - has expanded dramatically. The old (and relatively short) list of "fringes" typically included health insurance, a pension plan, paid holidays and group life insurance. There was, of course, some variation in this list, especially across industries. But, by and large, employers did not concern themselves in a formal way with "modern" benefits such as elder care, child care, legal assistance, flex time, and parental leaves. As a recent study by the Society for Human Resource Management' suggests, employers have …

State Corporations For Indian Reservations, Dao Lee Bernardi-Boyle

American Indian Law Review

No abstract provided.

Self-Dealing By Directors, Chen Jean Hui Vivien

Student Works (2000-2009)

Directors hold a significant position of influence over the assets and affairs of the company. This position gives rise to the potential for the misuse of the company's assets for the directors' own gain. In an era of marked growth of the significance of companies, there has been an increasing awareness of the need for protection of the company against abuse by directors.In recognition of the position of influence held by directors, equity has regarded directors as fiduciaries. Fiduciary duties to the company have been imposed on directors, specifically constraining self-dealing by directors.

Getting From Salbu To The Tipping Point: The Role Of Corporate Action Within A Portfolio Of Anti-Corruption Strategies, Thomas W. Dunfee, David Hess

Northwestern Journal of International Law & Business

Salbu's "big questions" identify core issues for scholars on bribery and corruption. Salbu asks: (1) when may it be ethical to pay a bribe, (2) whether the Foreign Corrupt Practices Act's ("FCPA") provisions on "routine government action" permit us to distinguish between appropriate and inappropriate facilitative payments, (3) whether non-governmental organizations ("NGOs") should supplant the role of governments in fighting corruption, and (4) whether corporate principles can have an impact in the fight against corruption. Our focus is primarily on the latter question, but encompasses all of them. Implicit in Salbu's list is the question of whether a single magic …

Do Norms Matter?: A Cross-Country Evaluation, John C. Coffee Jr.

Faculty Scholarship

This Article starts with the recognition that the average private benefits of control vary significantly across countries. But why? The simplest explanation ascribes this variation to differences in law between jurisdictions: for example, the law of jurisdiction X could privilege controlling shareholders by allowing them to extract benefits from their corporation in the form of above-market salaries or non-pro-rata payments in connection with self-dealing transactions. But, this explanation cannot fit all cases. To illustrate, if the substantive law is essentially similar between two jurisdictions while the private benefits of control appear to be significantly different, then some other explanation must …

The Acquiescent Gatekeeper: Reputational Intermediaries, Auditor Independence And The Governance Of Accounting, John C. Coffee Jr.

Faculty Scholarship

The role of "gatekeepers" as reputational intermediaries who can be more easily deterred than the principals they serve has been developed in theory, but less often examined in practice. Initially, this article seeks to define the conditions under which gatekeeper liability is likely to work – and, correspondingly, the conditions under which it is more likely to fail. Then, after reviewing the recent empirical literature on earnings management, it concludes that the independent auditor does not today satisfy the conditions under which gatekeeper liability should produce high law compliance. A variety of explanations – poor observability, implicit collusion, and high …

The Statutory Derivative Action In Singapore: A Critical And Comparative Examination, Pearlie Koh

Research Collection Yong Pung How School Of Law

As a mechanism for shareholder control of corporate wrongs and thus as a tool of corporate governance, the statutory derivative action has had much international attention given to it, particularly in the last 10 years. Singapore introduced its statutory derivative action in 1993 and since then, there have been two reported cases in which the action was invoked. In this paper, I consider the Singapore derivative action as contained in sections 216A and 216B of the Singapore Companies Act. The approach taken is a comparative one as I also look at the statutory derivative actions in Australia and other common …

A Defense Of Shareholder Favoritism, Stephen J. Choi, Eric L. Talley

Faculty Scholarship

This paper considers the efficiency implications of managerial "favoritism" towards block shareholders of public corporations. While favoritism can take any number of forms (including the payment of green-mail, diversion of opportunities, selective information disclosure, and the like), each may have the effect (if not the intent) of securing a block shareholder's loyalty in order to entrench management. Accordingly, the practice of making side payments is commonly perceived to be contrary to other shareholders' interests and, more generally, inefficient. In contrast to this received wisdom, we argue that when viewed ex ante, permissible acts of patronage toward block shareholders may play …

Frictions As A Constraint On Tax Planning, David M. Schizer

Faculty Scholarship

The government often uses narrow tax reforms to target specific planning strategies. Sometimes the targeted transaction is stopped. But in other cases, taxpayers press on, tweaking the deal just enough to sidestep the reform. The difference often lies in transaction costs, financial accounting, and other 'frictions, " which are constraints on tax planning external to the tax law.

This Article contributes a methodology for determining whether frictions will block end runs, and illustrates the effect of frictions by comparing the constructive sale rule of section 1259 with the constructive ownership rule of section 1260. These reforms use the same statutory …

Berle And Means Reconsidered At The Century's Turn, William W. Bratton

Georgetown Law Faculty Publications and Other Works

Part I places Berle and Means in the context of the legal theory of its day by comparing the work of Dewey on the theory of the firm and Douglas on corporate reorganization. This discussion highlights two progressive assumptions Berle and Means shared with these business law contemporaries-a confidence in the efficacy of judicial intervention to vindicate distributive policies and a distrust of the institution of contract. These assumptions would, in the long run, cause the book's prescription to land wide of the mark. After 1980, Berle and Means lost their paradigmatic status due to a combination of skepticism respecting …

University Of Richmond Law Review

University of Richmond Law Review

No abstract provided.

Seeking Sunlight In Santa Fe's Shadow: The Sec's Pursuit Of Managerial Accountability, Donald C. Langevoort

Georgetown Law Faculty Publications and Other Works

My aim in this paper is not to justify at length an expansive "new corporation law" perspective, though I do believe in it. Nor do I want to try to resolve a controversial question that the new learning admittedly leaves open: which jurisdictional body should set the disclosure and antifraud standards insofar as they are designed to promote better corporate governance? To say that corporate and securities law are largely unitary does not necessarily mean that centralization of authority in the Securities and Exchange Commission (SEC or Commission) is the right choice. Perhaps the states, foreign countries, or stock exchanges …

Transatlantic Perspectives On Partnership Law: Risk And Instability, Deborah A. Demott

Faculty Scholarship

No abstract provided.

Unocal Revisited: No Tiger In The Tank, Mark J. Loewenstein

Publications

No abstract provided.