Business Organizations Law Commons^™

Comparative Corporate Governance: Irish, American, And European Responses To Corporate Scandals, Manish Gupta

ExpressO

A comparative review of legislative reactions to corporate scandals such as Enron and WorldCom. This paper examines American, Irish, and European Union legislation meant to deal with regulating corporations.

Law As Rationalization: Getting Beyond Reason To Business Ethics, Jeffrey Marc Lipshaw

ExpressO

Embedded in the way we use the law is the tendency of human reason to justification, in the words of one philosopher, “the thirst for rationality that creates lies.” I contend that this tendency is exacerbated by the conflation of what is knowable as a matter of science, and that which we might believe is normative. I rely on Kant’s critique of theoretical and practical reason to assess claims to objectivity in social science approaches to law, and to suggest it is not surprising that the operation of theoretical and practical reason would tend to the conflation of the descriptive …

The Current State Of Equity Investments By Foreign Funds [In South Korea] And Related Legal Issues, Hee Chul Kang, Eugene Kim

Washington International Law Journal

On September 15, 2004, the South Korean press gave extensive news coverage to a series of private individual “Question & Answer” session meetings which the Capital Group Companies Fund (“Capital Group”) held with many of the top chief executive officers (“CEOs”) of major Korean corporations. Known worldwide as a top U.S. private equity management company, the Capital Group is currently the largest institutional investor in South Korea. As a major shareholder of large corporations such as Samsung Electronics, the Shin Han Financial Group, SK Group, and Hyundai Motors, the U.S. investment firm invited their CEOs to address questions and seek …

Implementation Of Sarbanes-Oxley: New Rules For Lawyers And What Lawyers Think, Olga Yevglevskaya-Wayne

ExpressO

This paper discusses practical implications of Sarbanes-Oxley for lawyers. Emphasis is on the new federal rules of professional responsibility the Act sets up. The paper includes the views of various renowned practitioners interpreting and using these rules. The paper also contains suggestions for how the Securities and Exchange Commission could potentially improve those areas that are proving problematic for attorneys so as to better effectuate the purpose of this major new law, in light of its legislative history and intent, which are also discussed in the paper.

Faith And Faithfulness In Corporate Theory, Lyman P.Q. Johnson

Scholarly Articles

No abstract provided.

The Audit Committee's Ethical And Legal Responsibilities: The State Law Perspective, Lyman P.Q. Johnson

Scholarly Articles

This paper provides a state law perspective on the post-scandal, post-reform audit committee. Federal law, along with NYSE and Nasdaq (together, "SRO") rules, recently have made sweeping changes in corporate governance, including numerous provisions that bear on audit committees. These changes are unprecedented and dramatic, and rightly have received wide attention and careful study. Certain basic principles underlying the governance functions and duties of audit committees, however, originate in, and are still determined by, state law. Moreover, state law applies to all corporations; federal law and SRO rules on audit committees apply only to those companies coming under federal law …

Strengthening Investor Confidence In Europe: U.S.-Style Securities Class Actions And The Acquis Communautaire, Stefano M. Grace

Florida State University Journal of Transnational Law & Policy

No abstract provided.

Financial Moral Panic! Sarbanes-Oxley, Financier Folk Devils, And Off-Balance Sheet Arrangement, Jose M. Gabilondo

Faculty Publications

No abstract provided.

The Paradoxical Nature Of The Sarbanes-Oxley Act As It Relates To The Practitioner Representing A Multinational Corporation, Jason Thompson

Florida State University Journal of Transnational Law & Policy

No abstract provided.

Disloyalty Without Limits: “Independent” Directors And The Elimination Of The Duty Of Loyalty, J. Robert Brown Jr., Shkurupiy

Sturm College of Law: Faculty Scholarship

In discussing independent directors, most of the focus has been on the definitions employed by the stock exchanges. It is the Delaware definition, however, that is the more important one. Delaware provides that, in non-controlling shareholder cases, conflict of interest transactions approved by a board consisting of a majority of "independent" directors will receive the presumption of the business judgment rule. The result is to eliminate any judicial consideration of fairness in reviewing the transaction.

Regulation A: Small Businesses’ Search For “A Moderate Capital”, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

Small businesses are an important part of our national economy, accounting for as much as 40% of our total economic activity and providing society with important services and products.

Small businesses face daunting economic, structural, and legal impediments when they attempt to acquire external capital. The absence of financial inter-mediation services means that they are almost always on their own to find investors. Their small capital needs mean that their relative offering costs are often sky high. Federal and state securities rules significantly exacerbate these economic and structural disadvantages by imposing onerous and unwarranted conditions on their search for external …

Breaking The Bank: Reconsidering Central Bank Of Denver After Enron And Sarbanes-Oxley, Celia R. Taylor

Sturm College of Law: Faculty Scholarship

This article argues that aiding and abetting liability should be reinstated for secondary actors in securities frauds. Such liability was eliminated by the Supreme Court's 1994 decision in Central Bank of Denver, N.A., v. First Interstate Bank of Denver, N.A. Since that decision, corporate fiascos such as Enron and Worldcom have shown the need to enhance our ability to deter fraud in the corporate marketplace. The article recognizes that the Supreme Court is unlikely to change course on this issue, and suggests that Congress should act by adding a provision the Public Company Accounting and Investor Protection Act of 2002 …

Foreword, 39 J. Marshall L. Rev. I (2006), Debra Pogrund Stark

UIC Law Review

No abstract provided.

The Hybrid Class Action As Judicial Spork: Managing Individual Rights In A Stew Of Common Wrong, 39 J. Marshall L. Rev. 231 (2006), Jon Romberg

UIC Law Review

No abstract provided.

Should The Securities Exchange Act Be The Sole Federal Remedy For An Erisa Fiduciary Misrepresentation Of The Value Of Public Employer Stock?, 39 J. Marshall L. Rev. 637 (2006), Mark Casciari, Ian Morrison

UIC Law Review

No abstract provided.

Standards Of Practice For Pension Practitioners, 39 J. Marshall L. Rev. 667 (2006), David Pratt

UIC Law Review

No abstract provided.

Inherent Attorney Conflicts Of Interest Under Erisa: Using The Model Rules Of Professional Conduct To Discourage Joint Representation Of Dual Role Fiduciaries, 39 J. Marshall L. Rev. 721 (2006), Paul M. Secunda

UIC Law Review

No abstract provided.

The Great Vanishing Benefit, Employer Provided Retiree Medical Benefits: The Problem And Possible Solutions, 39 J. Marshall L. Rev. 785 (2006), Larry Grudzien

UIC Law Review

No abstract provided.

Can Systems Analysis Help Us To Understand C.O.B.R.A.?: A Challenge To Employment-Based Health Insurance, 39 J. Marshall L. Rev. 753 (2006), Alison Mcmorran Sulentic

UIC Law Review

No abstract provided.

Resolving The Judicial Paradox Of "Equitable" Relief Under Erisa Section 502(A)(3), 39 J. Marshall L. Rev. 827 (2006), Colleen E. Medill

UIC Law Review

No abstract provided.

If You Love Me Dear, Please Sign Here: Will The "Love Contract" Play A Role In Protecting Employers From Sexual Harassment Liability?, 40 J. Marshall L. Rev. 311 (2006), Jessica Lynn Mok O'Neill

UIC Law Review

No abstract provided.

Always Low Prices, Always At A Cost: A Call To Arms Against The Wal-Martization Of America, 40 J. Marshall L. Rev. 267 (2006), Justin R. Watkins

UIC Law Review

No abstract provided.

Maternal Wall Discrimination: Evidence Required For Litigation And Cost-Effective Solutions For A Flexible Workplace, Claire-Therese D. Luceno

UC Law Business Journal

The number of married women with childcare responsibilities who joined the workforce tripled in the last three decades. The American workplace has failed to keep pace with this development and, as a result, these women face a barrier known as the "maternal wall," defined as discrimination against working mothers and caregivers which results in excluding them from desirable employment. As a result of this change in the American workforce, maternal wall litigation has increased. Although plaintiffs initially had difficulty in prevailing on claims of maternal wall litigation due to strict requirements for comparator evidence, plaintiffs have seen increased success as …

Bank Corporate Governance: The Emerging Ukrainain Market Compared To International Best Practices, Maksym V. Burlaka

Fordham Journal of Corporate & Financial Law

No abstract provided.

What's Up On Stock-Drops? Moench Revisited, 39 J. Marshall L. Rev. 605 (2006), Craig C. Martin, Matthew J. Renaud, Omar R. Akbar

UIC Law Review

No abstract provided.

Disparate Impact And The Adea: So, Who Is Going To Be In The Comparison Group?, 39 J. Marshall L. Rev. 1475 (2006), Timothy Tommaso

UIC Law Review

No abstract provided.

Shareholders' Rights To A Cause Of Action Under The Investment Company Act Of 1940 Following Exxon Mobil V. Allapattah, 39 J. Marshall L. Rev. 1521 (2006), Renee Labuz

UIC Law Review

No abstract provided.

Developing Trends With The Class Action Fairness Act Of 2005, 40 J. Marshall L. Rev. 115 (2006), Steven M. Puiszis

UIC Law Review

No abstract provided.

On The Elimination Of Fiduciary Duties: A Theory Of Good Faith For Unincorporated Firms, Andrew S. Gold

Faculty Scholarship

No abstract provided.

Should Shares Issued Directly From A Corporation Constitute A Control Share Acquisition? , Andrew J. Opiola

Journal of Business & Technology Law

No abstract provided.