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Articles 151 - 167 of 167
Full-Text Articles in Business Organizations Law
When The Endowment Tanks, Jeffrey J. Haas
Risk Management And Organizational Governance: The Case Of Enron, Robert Eli Rosen
Risk Management And Organizational Governance: The Case Of Enron, Robert Eli Rosen
Articles
No abstract provided.
The Costs And Benefits Of Precommitment: An Appraisal Of Omnicare V. Ncs Healthcare, Sean J. Griffith
The Costs And Benefits Of Precommitment: An Appraisal Of Omnicare V. Ncs Healthcare, Sean J. Griffith
Faculty Scholarship
The Decision of the Delaware Supreme Court in Omnicare v. NCS Healthcare raises concerns regarding the efficiency of Delaware law from the perspective of shareholder welfare maximization and engages the emerging literature on corporate precommitments. The clash between the majority and dissenting opinions offers competing visions of the basic corporate law separation of powers issue--that is, board versus shareholder primacy. This Article engages in a close analysis of the Omnicare opinion, focusing on its doctrinal foundations as well as its policy implications. After this introduction, Part II provides a brief overview of the relevant factual and legal background. Part III …
Panel Presentation: Securities Regulation And Corporate Responsibility, Donald C. Langevoort
Panel Presentation: Securities Regulation And Corporate Responsibility, Donald C. Langevoort
Georgetown Law Faculty Publications and Other Works
What I want to do is talk about the big picture, as John suggested, and consider the likely spillover effects of Sarbanes-Oxley. I want to do this in a discretely administrative law-oriented way, taking two themes that were very visible and driving forces behind the legislation. The first, as Mary suggested in her opening remarks, is a question about federalism. It has been common for the last twenty years, at least, to trot out - as John just did - a distinction between federal and state spheres of competency. The SEC is on the disclosure side, while the substance of …
Shareholder Value And Auditor Independence, William W. Bratton
Shareholder Value And Auditor Independence, William W. Bratton
Georgetown Law Faculty Publications and Other Works
This Article questions the practice of framing problems concerning auditors' professional responsibility inside a principal-agent paradigm. If professional independence is to be achieved, auditors cannot be enmeshed in agency relationships with the shareholders of their audit clients. As agents, the auditors by definition become subject to the principal's control and cannot act independently. For the same reason, auditors' duties should be neither articulated in the framework of corporate law fiduciary duty, nor conceived relationally at all. These assertions follow from an inquiry into the operative notion of the shareholder-beneficiary. The Article unpacks the notion of the shareholder and tells a …
Foreword: Revisiting Gilson And Kraakman’S Efficiency Story, Donald C. Langevoort
Foreword: Revisiting Gilson And Kraakman’S Efficiency Story, Donald C. Langevoort
Georgetown Law Faculty Publications and Other Works
Gilson and Kraakman's ‘Mechanisms of Market Efficiency’ is part of the canon of modem corporate law scholarship, one of a handful of articles that has profoundly influenced the way we think about the field. It is also enigmatic, warranting a fresh look by those who think they know what it says from some long-ago reading or second-hand references by other authors.
Reforming Business Entity Law To Stimulate Economic Growth Among The Marginalized: The Modern South African Experienc, Johan J. Henning
Reforming Business Entity Law To Stimulate Economic Growth Among The Marginalized: The Modern South African Experienc, Johan J. Henning
Kentucky Law Journal
No abstract provided.
Business Law Reform In South Africa: The Right Path, The Right Reason, Allan W. Vestal
Business Law Reform In South Africa: The Right Path, The Right Reason, Allan W. Vestal
Kentucky Law Journal
No abstract provided.
Pragmatic Reform: Lessons From The South African Experiment, J. William Callison
Pragmatic Reform: Lessons From The South African Experiment, J. William Callison
Kentucky Law Journal
No abstract provided.
Business Law Reform In The United States: Thinking Too Small?, Douglas C. Michael
Business Law Reform In The United States: Thinking Too Small?, Douglas C. Michael
Kentucky Law Journal
No abstract provided.
Qualified Legal Compliance Committee: Using The Attorney Conduct Rules To Restructure The Board Of Directors, The Thirty-Third Annual Administrative Law Issue Agencies, Economic Justice, And Private Initiatives, Jill E. Fisch, Caroline M. Gentile
Qualified Legal Compliance Committee: Using The Attorney Conduct Rules To Restructure The Board Of Directors, The Thirty-Third Annual Administrative Law Issue Agencies, Economic Justice, And Private Initiatives, Jill E. Fisch, Caroline M. Gentile
Faculty Scholarship
The Securities and Exchange Commission introduced a new corporate governance structure, the qualified legal compliance committee, as part of the professional standards of conduct for attorneys mandated by the Sarbanes-Oxley Act of 2002. QLCCs are consistent with the Commission's general approach to improving corporate governance through specialized committees of independent directors. This Article suggests, however, that assessing the benefits and costs of creating QLCCs may be more complex than is initially apparent. Importantly, QLCCs are unlikely to be effective in the absence of incentives for active director monitoring. This Article concludes by considering three ways of increasing these incentives.
New Developments In Oklahoma Business Entity Law, Gary W. Derrick, Irving L. Faught
New Developments In Oklahoma Business Entity Law, Gary W. Derrick, Irving L. Faught
Oklahoma Law Review
No abstract provided.
Raising Rivals' Costs: Can The Agencies Do More Good Than Harm?, Alan J. Meese
Raising Rivals' Costs: Can The Agencies Do More Good Than Harm?, Alan J. Meese
Faculty Publications
No abstract provided.
Price Theory, Competition, And The Rule Of Reason, Alan J. Meese
Price Theory, Competition, And The Rule Of Reason, Alan J. Meese
Faculty Publications
Challenging traditional antitrust jurisprudence, Professor Alan J. Meese argues that the present structure of Rule of Reason analysis, applied pursuant to Standard Oil v. United States, has become outdated. The Rule of Reason as currently applied by the courts rests upon neoclassical price theory, an economic paradigm that assumes that legitimate competition consists of unbridled technological rivalry, unconstrained by nonstandard contracts. Recently, however, the Supreme Court has begun to apply a competing paradigm- Transaction Cost Economics-when determining whether a contract is unreasonable "per se" or instead deserving of Rule of Reason scrutiny. Professor Meese argues that Transaction Cost Economics more …
Internal Corporate Investigations: Legal Ethics, Professionalism And The Employee Interview, Sarah Helene Duggin
Internal Corporate Investigations: Legal Ethics, Professionalism And The Employee Interview, Sarah Helene Duggin
Scholarly Articles
This article addresses key ethical issues pertaining to the conduct of employee interviews in the course of internal corporate investigations. The discussion focuses on business corporations, but it is equally applicable to other for-profit and not-for-profit organizations." Part II provides background information on developments in organizational criminal liability over the past two decades, the importance of the United States Sentencing Commission's Organizational Sentencing Guidelines, and the concomitant emergence of the internal investigation as an integral part of modern corporate legal practice. Part III examines law enforcement authorities' growing insistence on corporate "cooperation" as a prerequisite to participation in voluntary disclosure …
Focusing Failures In Competitive Environments: Explaining Decision Errors In The Monty Hall Game, The Acquiring A Company Problem, And Multiparty Ultimatums, Avishalom Tor, Max Bazerman
Focusing Failures In Competitive Environments: Explaining Decision Errors In The Monty Hall Game, The Acquiring A Company Problem, And Multiparty Ultimatums, Avishalom Tor, Max Bazerman
Journal Articles
This paper offers a unifying conceptual explanation for failures in competitive decision-making across three seemingly unrelated tasks: the Monty Hall game (Nalebuff, 1987), the Acquiring a Company problem (Samuelson & Bazerman, 1985), and multiparty ultimatums (Messick, Moore, & Bazerman, 1997). We argue that the failures observed in these three tasks have a common root. Specifically, due to a limited focus of attention, competitive decision-makers fail properly to consider all of the information needed to solve the problem correctly. Using protocol analyses, we show that competitive decision-makers tend to focus on their own goals, often to the exclusion of the decisions …
Just Do It: An Antidote To The Poison Pill, Julian Velasco
Just Do It: An Antidote To The Poison Pill, Julian Velasco
Journal Articles
The poison pill is the most powerful defense against hostile takeovers. It can render a company takeover-proof, or nearly so. Efforts at developing an antidote have focused largely on shareholder-adopted bylaws, but the legality of such proposals has been questioned by many. In any event, shareholder-adopted bylaws have not been very successful in eliminating poison pills thus far. In order to effect takeovers, hostile bidders cannot rely on the courts or the target company's shareholders; they can rely only on themselves. In this article, I propose a strategy for hostile bidders to counteract the poison pill and to consummate hostile …