Business Organizations Law Commons^™

Risk Management For The Age Of Information – The New Financial Order: Risk In The 21st Century, Robert J. Shiller, Princeton University Press, 2003, Michael Pereira

Fordham Journal of Corporate & Financial Law

No abstract provided.

Evidentiary Surrogacy And Risk Allocation: Understanding Imputed Knowledge And Notice In Modern Agency Law, Marin R. Scordato

Fordham Journal of Corporate & Financial Law

No abstract provided.

Subtle Hazards Revisited: The Corruption Of A Financial Holding Company By A Corporate Client's Inner Circle, James A. Fanto

Faculty Scholarship

No abstract provided.

Breaking The Market's Dependence On Independence: An Alternative To The "Independent" Outside Auditor, Peter Km Chan

Fordham Journal of Corporate & Financial Law

No abstract provided.

The Eleventh Annual Fordham Corporate Counsel Association Dinner And The Presentation Of The Richard J. Bennett Memorial Award: Remarks By Michael Saperstein, Recipient Of The Richard J. Bennett Memorial Award, October 14, 2004, Michael Saperstein

Fordham Journal of Corporate & Financial Law

No abstract provided.

One Nation, Individisible: The Use Of Diversity Report Cards To Promote Transparency, Accountability, And Workplace Fairness, Cyrus Mehri, Andrea Giampetro-Meyer, Michael B. Runnels

Fordham Journal of Corporate & Financial Law

No abstract provided.

Structuring Transactions Outside All Holders/Best Price Rule, Mark Khmelnitskiy

Fordham Journal of Corporate & Financial Law

No abstract provided.

A Legal Usage Analysis Of "Material Adverse Change" Provisions, Kenneth A. Adams

Fordham Journal of Corporate & Financial Law

No abstract provided.

Learning Business Law By Doing It: Real Transactions In Law School Clinics, Eric J. Gouvin

Faculty Scholarship

This Article discusses the business clinic movement and how legal educators view them as being an excellent vehicle for inculcating the values and practices that business lawyers hold dear. Business clinics may help students better appreciate the challenges of business lawyering, which they sometimes misunderstand as merely a forms practice. The Author believes that by putting students in the middle of real transactions, they gain a deeper understanding of the subtleties of making a transaction come together.

Charging Orders And The New Uniform Limited Partnership Act: Dispelling The Rumors Of Disaster, Daniel S. Kleinberger, Carter G. Bishop, Thomas Geu

Faculty Scholarship

Last year, an article published in this magazine focused on the charging order as "the Exclusive Remedy Against a Partnership Interest" and announced the "[s]hocking [r]evelation" that ULPA (2001)--the new Uniform Limited Partnership Act--undermines the "exclusive remedy" limitation on charging orders. The authors asserted categorically that, "from an asset protection perspective, the 2001 Act is considerably less protective of a partner's partnership interest than the 1976 Act." Elizabeth M. Schurig & Amy P. Jetel, A Charging Order Is the Exclusive Remedy Against a Partnership Interest: Fact or Fiction?, Prob. & Prop. 57, 58 (Nov./Dec. 2003).

As this article will show, …

Executive Compensation Reform And The Limits Of Tax Policy, Michael Doran

Georgetown Law Faculty Publications and Other Works

The American Jobs Creation Act of 2004 includes a major attempt to reform the tax rules for deferred compensation arrangements covering corporate managers. This paper examines the tax policy and corporate-governance policy objectives of the reform effort, explores the shortcomings of the legislation, and outlines a different approach for future executive compensation reform.

Why Not Tell The Truth?, Charles W. Murdock

Public Interest Law Reporter

No abstract provided.

Proportionate Liability Under The Cbca In The Context Of Recent Corporate Governance Reform: Canadian Auditors In The Wrong Place At The Wrong Time?, Poonam Puri, Stephanie Ben-Ishai

Articles & Book Chapters

In the recent Canada Business Corporations Act' amendments implementing a proportionate liability scheme, auditors appear to be winners. This is consistent with the trend in the past several years as a result of which Canadian auditors have been successful in narrowing the scope of their liability both through legislation and through common law. Going forward, however, it is fair to say that auditors will be losers unless the accounting profession re-evaluates its role and responsibilities to its stakeholders. Given the accounting and corporate governance scandals North America has witnessed in the past few years, as well as the actual and …

The Non-Merger Virtual Merger: Is Corporate Law Ready For Virtual Reality?, Stuart R. Cohn

UF Law Faculty Publications

The term virtual mergers describes the relatively recent phenomenon of companies entering into contractual arrangements that are functionally, but not legally, equivalent to mergers prescribed by corporate statutes. Virtual mergers usually involve the shared use of assets contributed by each of the companies. A central element of the transaction is that the two companies remain legally independent, each with its own directors, officers, and shareholders. The arrangements can usually be terminated by either party, allowing each company to return to the status quo ante or exercise buyout rights if contractually provided.

Although virtual mergers have occurred among public companies in …

The Illusion Of Law: The Legitimating Schemas Of Modern Policy And Corporate Law, Ronald Chen, Jon Hanson

Michigan Law Review

This Article is about some of the schemas and scripts that form and define our lives. It is about the knowledge structures that shape how we view the world and how we understand the limitless information with which we are always confronted. This Article is also about the "evolution of ideas" underlying corporate law and all of modern policymaking. It is about the ways in which schemas and scripts have influenced how policy theorists, policymakers, lawyers, and many others (particularly in the West) understand and approach policymaking generally and corporate law specifically. It is about both the invisibility and blinding …

Defining Democracy: The Supreme Court's Campaign Finance Dilemma, Lori A. Ringhand

Scholarly Works

On December 10, 2003 the United States Supreme Court issued its decision in McConnell v. FEC. In McConnell, the Court was asked to determine the constitutionality of the Bipartisan Campaign Reform Act ("BCRA"). A divided Court, in a deeply fractured decision in which six justices wrote individual opinions, upheld the major provisions of the legislation. Yet despite the almost 300 pages of reasoning provided by the Court, and a voluminous record developed by the district court, the Justices could not agree on what purportedly is the central issue in campaign finance law: whether the challenged regulations were necessary …

Whistleblowing And The Public Director: Countering Corporate Inner Circles, James A. Fanto

Faculty Scholarship

No abstract provided.

The Irrelevance Of State Corporate Law In Governance Of Public Companies, J. Robert Brown Jr.

University of Richmond Law Review

No abstract provided.

Complex Litigation: Key Findings From The California Pilot Program, Paula Hannaford-Agor

Popular Media

The California Judicial Council initiated its Complex Civil Litigation Pilot Program to address concerns raised by business litigants about the time and expense needed to resolve complex cases, the consistency of decision making, and perceptions that the substantive law governing commercial transactions was becoming increasingly incoherent. Two issues in particular were highlighted as problematic. The first was the use of a master calendar system that diffused judicial decision making and accountability for efficient case management. The second was excessive reliance on, and insufficient judicial oversight of, referees and special masters appointed to manage complex litigation.

In a three-year evaluation of …

Reforming Corporate Governance: What History Can Teach Us, Margaret M. Blair

Vanderbilt Law School Faculty Publications

In this Article, I turn to the history of corporate law for insight into the role that the corporate form plays in the organization of business enterprises. I then draw implications from this history for thinking about circumstances and situations in which corporate directors should have unimpeded control over business decisions, versus situations in which shareholders should have more input and control over business decisions. In Part I, I review historical evidence of the rapid growth in demand for the corporate form to organize businesses in the United States during the early nineteenth century. I compare the law that governed …

Was Arthur Andersen Different? An Empirical Examination Of Major Accounting Firm Audits Of Large Clients, Theodore Eisenberg, Jonathan R. Macey

Cornell Law Faculty Publications

Enron and other corporate financial scandals focused attention on the accounting industry in general and on Arthur Andersen in particular. Part of the policy response to Enron, the criminal prosecution of Andersen eliminated one of the few major audit firms capable of auditing many large public corporations. This article explores whether Andersen's performance, as measured by frequency of financial restatements, measurably differed from that of other large auditors. Financial restatements trigger significant negative market reactions and their frequency can be viewed as a measure of accounting performance. We analyze the financial restatement activity of approximately 1,000 large public firms from …

Sec Debarment Of Officers And Directors After Sarbanes-Oxley, Jayne W. Barnard

Faculty Publications

No abstract provided.

Standards Of Conduct And Standards Of Review In Corporate Law: The Need For Closer Alignment, Gregory S. Crespi

Faculty Journal Articles and Book Chapters

This article examines the arguments in support of maintaining a divergence in duty of care law between the articulated negligence standard of conduct and the gross negligence standard of review, with particular emphasis on their application to the corporate fiduciary duty of care context. The author provides a detailed discussion of the arguments presented by Meir Dan-Cohen, while also focusing on articles by Richard Singer, David Phillips, and Melvin Eisenberg. After assessing the existing scholarship justifying divergent standards in the context of corporate law, the author concludes that a single, clearly articulated standard which both defines the scope of permissible …

Free To Fortune 500! The Debate Over Corporate Speech And The First Amendment, Rodney A. Smolla

Law Faculty Publications

While the Supreme Court shirked the merits of the corporate free speech debate in Nike v. Kasky with the cryptic dispatch that the petition for a writ of certiorari was "improvidently granted," the decision of those who organized this Symposium to proceed with scholarly commentary on the case was not improvidently made. One will find no shirkers here. ...

Earnings Management And The Business Judgment Rule: An Essay On Recent Corporate Scandals, Franklin A. Gevurtz

McGeorge School of Law Scholarly Articles

No abstract provided.

Tax Competition: Harmful To Whom?, Michael Littlewood

Michigan Journal of International Law

The aim of this paper is to examine the theory that it is both desirable and feasible to prevent less-developed countries from operating preferential tax regimes (that is, offering tax incentives) as a means of attracting foreign investment.

Global Corporate Reorganization/ Global Corporate Governace: Imperfect Information And Credible Commitment, Bernhard Grossfield

Richmond Journal of Global Law & Business

No abstract provided.

A Road Map For Corporate Governance In East Asia, Chee Keong Low

Northwestern Journal of International Law & Business

Much has transpired since the inadequacies of corporate governance practices in East Asia were glaringly exposed by the Asian financial crisis. The crisis brought to the foreground numerous deficiencies, which had common roots in excessive over-leverage as well as the lack of transparency, disclosure and accountability. These issues have been explicitly recognized with the release of the White Paper on Corporate Governance in Asia by the Asian Roundtable on Corporate Governance in June 2003.

By responding in part to the White Paper, this article sets out a "roadmap" whose ultimate objective is the enhancement of the practice of corporate governance …

The Business Judgment Rule As Abstention Doctrine, Stephen M. Bainbridge

Vanderbilt Law Review

The business judgment rule is corporate law's central doctrine, pervasively affecting the roles of directors, officers, and controlling shareholders. Increasingly, moreover, versions of the business judgment rule are found in the law governing the other types of business organizations, ranging from such common forms as the general partnership to such unusual ones as the reciprocal insurance exchange. Yet, curiously, there is relatively little agreement as to either the theoretical underpinnings of or policy justification for the rule. This gap in our understanding has important doctrinal implications. As this paper demonstrates, a string of recent decisions by the Delaware supreme court …

The New Look Of Shareholder Litigation: Acquisition-Oriented Class Actions, Robert B. Thompson, Randall S. Thomas

Vanderbilt Law Review

Now, however, a new form of shareholder litigation has emerged that is distinct from derivative or securities fraud claims: class action lawsuits filed under state law challenging director conduct in mergers and acquisitions. The empirical data reported in this article show that these acquisition-oriented suits are now the dominant form of corporate litigation and outnumber derivative suits by a wide margin.

Are these acquisition-oriented class actions just another deadbeat in the corporate governance debate? Should policymakers take action to cut back on the development of this new form of shareholder litigation? In this paper, we argue that, just as with …