Business Organizations Law Commons^™

Business Law Reform In South Africa: The Right Path, The Right Reason, Allan W. Vestal

Kentucky Law Journal

No abstract provided.

Suggested Revision Of The Standard Of Review That The Federal Circuit Applies To Appeals Of Antidumping And Countervailing Duty Cases For The U.S. Court Of International Trade, A Lecture Series, 36 J. Marshall L. Rev. 727 (2003), Gregory W. Carman

UIC Law Review

No abstract provided.

Oklahoma Shareholder And Director Inspection Rights: Useful Discovery Tools?, Johnathan D. Horton

Oklahoma Law Review

No abstract provided.

Keeping The Wheels On The Wagon: Observations On Issues Of Legal Ethics For Lawyers Representing Business Organizations, Irma S. Russell

Faculty Works

No abstract provided.

The Role Of Lawyers In Strategic Alliances, George W. Dent

Faculty Publications

No abstract provided.

Managing And Monitoring Conflicts Of Interest: Empowering The Outside Directors With Independent Counsel, James D. Cox

Villanova Law Review (1956 - )

No abstract provided.

Observations On The Role Of Commodification, Indpendence, And Governance In The Accounting Industry, Jonathan Macey, Hillary A. Sale

Villanova Law Review (1956 - )

No abstract provided.

Beyond The Business Judgment Rule: Protecting Bidder Firm Shareholders From Value-Reducing Acquisitions, Ryan Houseal

University of Michigan Journal of Law Reform

During the takeover transactions of the 1980s, bidder firms paid target firm shareholders average premiums of approximately 50% for their shares. Did the sizable premiums paid to target firm shareholders during the 1980s reflect post-takeover improvement in the target's performance? Or were the premiums a result of the mismanagement of the bidder firms' assets?

The answer will help determine whether additional legal mechanisms should be established to protect bidder firm shareholders from the threat of management's consummation of value reducing acquisitions. Accordingly, this Note examines various studies which attempt to identify the source of the premiums paid to target firm …

New Developments In Oklahoma Business Entity Law, Gary W. Derrick, Irving L. Faught

Oklahoma Law Review

No abstract provided.

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 The United States: Thinking Too Small?, Douglas C. Michael

Kentucky Law Journal

No abstract provided.

Red Owl's Legacy, Gregory M. Duhl

Faculty Scholarship

In the early 1960s, Joseph Hoffman, a high school graduate, baker and father of seven, sought to obtain a Red Owl grocery store franchise in Wisconsin. He entered into negotiations with Red Owl Stores, Inc. after the franchisor assured him that the $18,000 he had to invest in the franchise was sufficient. Over the course of the negotiations, Red Owl encouraged Hoffman to sell his bakery, buy a small grocery store to gain experience in the grocery business, sell his grocery store three months later, and move his family to the desired location for his Red Owl franchise. The negotiations …

When Good Mergers Go Bad: Controlling Corporate Managers Who Suffer A Change Of Heart, Celia R. Taylor

University of Richmond Law Review

No abstract provided.

Protection Against Unwarranted Searches And Seizures Of Corporate Premises Under Article 8 Of The European Convention On Human Rights: The Colas Est Sa V. France Approach, Marius Emberland

Michigan Journal of International Law

In this Article, the author considers the judgment delivered April 16, 2002, by the European Court of Human Rights in the case of Colas Est SA v. France. The judgment concerned the interpretation of Article 8 of the European Convention on Human Rights (ECHR), which provides: (1) Everyone has the right to respect for his private and family life, his home and his correspondence. (2) There shall be no interference by a public authority with the exercise of this right except such as is in accordance with the law and is necessary in a democratic society in the interests …

Regulating Corporations: Who's Making The Rules, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

Energy Goods: Should Article 2 Of The Uniform Commercial Code Apply To Energy Sales In A Deregulated Environment, 37 J. Marshall L. Rev. 281 (2003), Koby Bailey

UIC Law Review

No abstract provided.

When Clients Do Bad Things: The Lawyer's Response To Corporate Wrongdoing, Craig M. Bradley

Articles by Maurer Faculty

The high profile meltdowns of Enron, WorldCom, Tyco, Adelphia, Global Crossing and other well-known companies have focused attention on the responsibilities of corporate gatekeepers, including attorneys, to deter or expose fraudulent conduct by their clients and associated persons. Attorneys have been the subject of investigation and criticism by Congress' and federal regulators for failing to adequately respond to their clients' fraudulent (and, possibly, criminal) conduct. The lawyer who learns that his or her client or persons acting on its behalf are engaged in a course of fraudulent or criminal conduct which threatens economic losses to non-client third parties faces both …

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 …

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.

Accounting, Steven Raymar, John Finnerty, Michael Zwecher

Fordham Journal of Corporate & Financial Law

No abstract provided.

Corporate Governance Issues, Peter Peterson, John Foster, Jeffrey M. Colon, William Treanor

Fordham Journal of Corporate & Financial Law

No abstract provided.

Keynote Address, Susan S. Bies, Alan Rechtschaffen

Fordham Journal of Corporate & Financial Law

No abstract provided.

Public Relations, Howard J. Rubenstein, Jill Fisch, John Elsen, Stanley S. Arkin, Randall Smith, Carl Felsenfeld

Fordham Journal of Corporate & Financial Law

No abstract provided.

Analyst Conflicts Of Interests: Are The Nasd And Nyse Rules Enough?, Karen Contoudis

Fordham Journal of Corporate & Financial Law

No abstract provided.

New York Revises Ethics Rules To Permit Limited Mdps: A Critical Analysis Of The New York Approach, The Future Of The Mdp Debate After Enron, And Recommendations For Other Jurisdictions, John P. Lucci

Fordham Journal of Corporate & Financial Law

No abstract provided.

A Tangled Web: Compliance Director Liability Under The Securities Laws, Anthony Pirraglia

Fordham Journal of Corporate & Financial Law

No abstract provided.

"Go Pick A Client" - And Other Tales Of Woe Resulting From The Selection Of Class Counsel By Court-Ordered Competitive Bidding, Fred B. Burnside

Fordham Journal of Corporate & Financial Law

No abstract provided.

Piercing The Corporate Veil Of A New York Not-For-Profit Corporation, Matthew D. Caudill

Fordham Journal of Corporate & Financial Law

No abstract provided.

The Executive Protection: Freezing The Financial Assets Of Alleged Terrorists, The Constitution, And Foreign Participation In U.S. Financial Markets, R. Colgate Selden

Fordham Journal of Corporate & Financial Law

No abstract provided.

Financial Account Aggregation: The Liability Perspective, Ann S. Spiotto

Fordham Journal of Corporate & Financial Law

No abstract provided.