Business Organizations Law Commons^™

Delaware Llcs And Corporate Veil Piercing: Limited Liability Has Its Limitations, Fredric J. Bendremer

Fordham Journal of Corporate & Financial Law

No abstract provided.

Anti-Dumping Circumvention In The Eu And The Us: Is There A Future For Multilateral Provisions Under The Wto?, Lucia Ostoni

Fordham Journal of Corporate & Financial Law

No abstract provided.

The Fifth Annual A. A. Sommer, Jr. Lecture On Corporate, Securities & Financial Law, William Michael Treanor, John F.X Peloso, Jill E. Fisch, Richard G. Ketchum

Fordham Journal of Corporate & Financial Law

No abstract provided.

The Efficient Capital Market Hypothesis, Chaos Theory, And The Insider Filing Requirements Of The Securities Exchange Act Of 1934: The Predictive Power Of Form 4 Filings, Patrick J. Glen

Fordham Journal of Corporate & Financial Law

No abstract provided.

Think Before You Type: A Look At Email Privacy In The Work Place, Meir S. Hornug

Fordham Journal of Corporate & Financial Law

No abstract provided.

Kentucky Corporate Fiduciary Duties, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

In this article I offer an interpretation of Kentucky's corporate fiduciary law. The article is positive, in that it attempts to explain our law by reference to certain principles. The article is also normative, however, in that it offers constructive criticism regarding parts of Kentucky fiduciary law and suggests changes, refinements, and clarifications intended to promote fairness and economic efficiency in Kentucky corporations.

Both the positive and the normative aspects of this piece recognize the importance of the common law developments in Delaware (and other states) and the importance of the law and economics movement. I suggest, however, that Kentucky …

Rethinking The Corporation (And Race) In America: Can Law (And Professionalization) Fix “Minor” Problems Of Externalization, Internalization, And Governance?, Steven A. Ramirez

Faculty Publications & Other Works

No abstract provided.

Fairness And Good Faith As A Precept In The Law Of Corporations And Other Business Organizations, Charles W. Murdock

Faculty Publications & Other Works

No abstract provided.

Breach Of Fiduciary Duty As Securities Fraud: Sec V. Chancellor Corp., Carl W. Mills

Fordham Journal of Corporate & Financial Law

No abstract provided.

The Fourth Annual Albert A. Destefano Lecture On Corporate, Securities &Financial Law, William Michael Treanor Introduction, Jill E. Fisch Introduction, Constantine N. Katsoris, John F.X Peloso Moderator, Brandon Becker, Robert Colby, Richard G. Ketchum, Mark E. Lackritz, Annette L. Nazareth, Mary L. Shapiro

Fordham Journal of Corporate & Financial Law

No abstract provided.

The Fifth Annual Albert A. Destefano Lecture On Corporate, Securities & Financial Law, Constantine N. Katsoris, Jill E. Fisch, Eliot Spitzer

Fordham Journal of Corporate & Financial Law

No abstract provided.

Brokers And Advisers – What’S In A Name?, Barbara Black

Fordham Journal of Corporate & Financial Law

No abstract provided.

Direct Vs. Indirect Obligations Of Corporations Under International Law, Carlos Manuel Vázquez

Georgetown Law Faculty Publications and Other Works

International law today addresses the conduct of private corporations in a variety of areas. With very few exceptions, however, international law regulates corporate conduct indirectly--that is, by requiring states to enact and enforce regulations applicable to corporations and other non-state actors. Only a small number of international legal norms--primarily those relating to war crimes, crimes against humanity, and forced labor--apply directly to non-state actors. Scholars have argued forcefully that international law should move in the direction of directly imposing obligations on corporations. These arguments overlook important aspects of the problem. If international legal norms were extended to corporations and backed …

Introduction: The Fifth Annual A.A. Sommer, Jr. Lecture On Corporate, Securities & Financial Law, William Michael Treanor

Georgetown Law Faculty Publications and Other Works

Welcome and Introduction to the Fifth Annual A. A. Sommer, Jr. Lecture on Corporate, Securities & Financial Law, November 9, 2004 at Fordham University School of Law.

Fordham Law School, with the support of Morgan, Lewis & Bockius, inaugurated the A. A. Sommer, Jr. Lecture Series in the fall of 2000 with the timely insights of the Securities and Exchange Commission's (the "SEC" or the "Commission") then-Chair Arthur Leavitt. Since then, the Sommer Lecture has continued to bring to Fordham such heavyweights as Mary Schapiro, President of National Association of Securities Dealers ("NASD") Regulation, Inc., SEC Commissioner Harvey Goldschmid, and …

Aol Time Warner And The False God Of Shareholder Primacy, Matthew T. Bodie

All Faculty Scholarship

The blockbuster merger between AOL and Time Warner, in the twilight of the dot-com boom, is now characterized as perhaps the worst business combination ever. Shareholders lost over $200 billion in value; the deal's architects were forced out in disgrace; and the surviving executives jettisoned the AOL name as if towipe clean our collective memory. Despite the merger's seismic effects, relatively little has been written about its potential legal ramifications. In this article, I suggest that the collapse of AOL Time Warner is a cautionary tale for those who would advocate greater adherence to the norm of shareholder primacy. Before …

The Common Law Power Of The Legislature: Insurer Conversions And Charitable Funds, Jill R. Horwitz, Marion R. Fremont-Smith

Articles

New York's Empire Blue Ccoss and Blue Shield conversion from nonprofic cofor­ profic form has considerable legal significance. Three aspects of the conversion ma.ke checase unique: the role of the scace legislature in directing the disposicion of the conversion assets, che face chac it made itself che primary beneficiary of chose assets, and the actions of che scace attorney general defending the state rather than che public inceresc in che charitable assets. Drawing on several cenruries of common Law rejecting the Legislacive power to direct the disposition of charitable funds, chis article argues chat the legislature lacked power cocontrol che …

Learning The Value Of Drugs - Is Rofecoxib A Regulatory Success Story?, Rebecca S. Eisenberg

Articles

Controversy over recent revelations concerning the adverse cardiovascular effects of selective cyclooxygenase- 2 (COX-2) inhibitors has generally been framed as a story of regulatory failure, in which the Food and Drug Administration (FDA) has failed in its mission to protect the public from unsafe products. But this simplistic understanding of the mission of the FDA seems to make failure all but inevitable, if the reliable observation of the risks and benefits of a drug requires rigorous long-term studies. Perhaps in an earlier era the goal of drug regulation was simply to protect the public from poisons. Today, drug regulation guides …

The Post-Enron Identity Crisis Of The Business Lawyer, William H. Simon

Faculty Scholarship

The practices and institutions of business lawyering are undergoing a reassessment and revision as radical as anything that has occurred since the late nineteenth century, when the modern professional association and the modern corporate law firm were born. The pace of change has intensified,but its directions remain contested. The articles in this colloquium depict a corporate bar torn between competing role conceptions along a variety of dimensions.

In Re Adelphia Communications Corp. (Decided Dec. 5, 2003), Phillip Mahoney

NYLS Law Review

No abstract provided.

New Principles For Corporate Law, Kent Greenfield

UC Law Business Journal

No abstract provided.

The Layered Dispute Resolution Clause: From Boilerplate To Business Opportunity, Robert N. Dobbins

UC Law Business Journal

No abstract provided.

The Capital Gains Sieve And The Farce Of Progressivity 1921-1986, John W. Lee Iii

UC Law Business Journal

No abstract provided.

Order To Confusion: Trademark Infringement Liability For Search Engine Keying Ads, Perry Viscounty, Jordan Kushner

UC Law Business Journal

No abstract provided.

Regulating The Dietary Supplements Industry: Something Still Needs To Change, Debra D. Burke, Anderson P. Page

UC Law Business Journal

No abstract provided.

Employers Beware: Will You Own Your Employee's Inventions, Marc A. Lieberstein

UC Law Business Journal

No abstract provided.

Steps For Building Ethics Programs, Timothy L. Fort

UC Law Business Journal

No abstract provided.

Toward A Reform-Minded Model For Securities Law Enforcement, Cristie Ford

All Faculty Publications

This paper examines a significant shift in enforcement practice at the United States Securities and Exchange Commission, originating under the Chairmanship of William Donaldson but likely to continue beyond it. This shift is a response to a crisis of corporate governance, exemplified by recent scandals among various public corporations and financial services institutions, and to the demonstrated inadequacy of SEC enforcement tools to respond to that crisis. While the SEC's new approach, which I call the Reform Undertaking, is incomplete, I argue that if properly implemented it may have the potential to spur institutional reform not only in corporate governance, …

The Congressional Response To Corporate Expatriations: The Tension Between Symbols And Substance In The Taxation Of Multinational Corporations, Michael S. Kirsch

Journal Articles

During the past few years, several high-profile U.S.-based multinational corporations have changed their tax residence from the United States to Bermuda or some other tax haven. They have accomplished these expatriations, and the resulting millions of dollars of annual tax savings, merely by changing the place of incorporation of their corporate parent, without the need to make any substantive changes to their business operations or their U.S.-based management structure. Congress and the media have focused significant attention on this phenomenon. Despite this attention, Congress initially enacted only a non-tax provision targeting corporate expatriations - a purported ban on expatriated companies …

Corporate Misbehavior By Elite Decision-Makers Symposium - Perspectives From Law And Social Psychology: Introduction, James A. Fanto

Faculty Scholarship

No abstract provided.

On The Nature Of Corporations, Lynn A. Stout

Cornell Law Faculty Publications

Legal experts traditionally distinguish corporations from unincorporated business forms by focusing on corporate characteristics like limited shareholder liability, centralized management, perpetual life, and free transferability of shares. While such approaches have value, this essay argues that the nature of the corporation can be better understood by focusing on a fifth, often-overlooked, characteristic of corporations: their capacity to "lock in" equity investors' initial capital contributions by making it far more difficult for those investors to subsequently withdraw assets from the firm. Like a tar pit, a corporation is much easier for equity investors to get into, than to get out of. …