Business Organizations Law Commons^™

Unenforceable Fiduciary Duty Limitations: Why Drafting Partnership Agreements Limiting The Duty To Disclose And Partnership Opportunity Is More Precarious After Triple Five Of Minnesota, Inc. V. Simon, Aaron Hall

William Mitchell Law Review

No abstract provided.

Theseus, The Labyrinth, And The Ball Of String: Navigating The Regulatory Maze To Ensure Enforceability Of Tribal Gaming Contracts, 40 J. Marshall L. Rev. 1123 (2007), Heidi Mcneil Staudenmaier, Ruth K. Khalsa

UIC Law Review

No abstract provided.

The Role Of Financial Journalists In Corporate Governance, Michael J. Borden

Law Faculty Articles and Essays

This Article pursues the important theme of disclosure, but focuses on a feature that has remained almost entirely overlooked by corporate and securities law scholars: the role of financial journalists in corporate governance. This omission is perhaps due to the fact that journalists do not fit easily into a legal discussion because they are largely unregulated. They are, in a sense, not legal actors, and, therefore do not comfortably become the subject of a legal prescription. Nevertheless, journalists contribute in many ways to the legal system at large and the system of corporate governance in particular.This Article uses case studies …

Coolhunting The Law, Mark Fenster

UF Law Faculty Publications

In this essay, I want to use the image of the "coolhunter" to consider what Victor Fleischer has called the "branding moments" in a corporation's legal life -- specifically, those events, most notably in initial public offerings, in which a company, with the assistance of counsel, uses its legal infrastructure and corporate transactions to further its brand. This essay is a small effort to use Fleischer's work to think through these issues by focusing, in turn, on branding, on the various audiences for these branding moments, on the relationship between the brand and transparency norms, and, finally, on the role …

"Acoustic Segregation" And The Hispanic Small Business Owner, Patricia S. Abril

Articles

No abstract provided.

A License To Lie, Cheat, And Steal? Restriction Or Elimination Of Fiduciary Duties In Arkansas Limited Liability Companies, Frances S. Fendler

Law Faculty Scholarship

No abstract provided.

The Executive-Internalization Approach To High-Risk Corporate Behavior: Establishing Individual Criminal Liability For The Intentional Or Reckless Introduction Of Excessively Dangerous Products Or Services Into The Stream Of Commerce, Robert E. Steinbuch

Law Faculty Scholarship

No abstract provided.

Delaware Strikes Back: Newcastle Partners And The Fight For State Corporate Autonomy, Michael W. Ott

Indiana Law Journal

No abstract provided.

Corporations And Commercial Speech, Ron Collins, Mark Lopez, Tamara Piety, David Vladeck

Seattle University Law Review

Today's discussion will be about a rather famous case-actually, a non-case, Nike v. Kasky.

Introduction: Capitalizing On The Success Of Entrepreneurship: Ipos, Private Sales, Tax Aspects, Residual Interest Of Entrepreneurs After Sales Of Ipos, Richard K. Gordon

Faculty Publications

Panel discussion on "Capitalizing on the Success of Entrepreneurship: IPOS, Private Sales, Tax Aspects, Residual Interest of Entrepreneurs after Sales of IPOS" from the "The Canada-United States Law Institute Conference on Comparative Legal Aspects of Entrepreneurship in Canada and the United States" - Cleveland, Ohio April 13-14, 2007.

The Separation Of Business And State, Timothy K. Kuhner

Faculty Publications By Year

National scandals involving corporate fraud, political corruption, lobbyists, and campaign finance have called attention to worrisome dynamics: the decreasing power of natural persons relative to legal persons in the political process; and the erosion of civic or democratic values in favor of corporate values. Both dynamics relate to the vexing problem of money in politics. American political thought and constitutional structure offer much-needed guidance in the form of analogies and separationist logic.

This Essay recasts the phenomenon of money in politics as a separation problem that is, a problem of the private sphere of business overreaching into the public sphere …

Marrying Diversity And Independence In The Boardroom: Just How Far Have You Come, Baby?, Erica Beecher-Monas

Law Faculty Research Publications

No abstract provided.

Agents Of The Good, Servants Of Evil: Harry Potter And The Law Of Agency, Daniel S. Kleinberger

Faculty Scholarship

No abstract provided.

Twilight In The Zone Of Insolvency: Fiduciary Duty And Creditors Of Troubled Companies - History & Background, Royce De R. Barondes, Lisa Fairfax, Lawrence A. Hamermesh, Robert Lawless

Journal of Business & Technology Law

No abstract provided.

Twilight In The Zone Of Insolvency: Fiduciary Duty And Creditors Of Troubled Companies - Theory And Policy, Kelli A. Alces, Larry E. Ribstein, Alan Schwartz, Simone M. Sepe

Journal of Business & Technology Law

No abstract provided.

Merck Kgaa V. Integra Lifesciences I Ltd.: How Broad Can You Go? The Supreme Court Makes Room For Preclinical Research In The Drug Price Competition And Patent Term Restoration Act's Safe Harbor Provision, Lauren B. Willis

Journal of Business & Technology Law

No abstract provided.

Hell Hath No Fury Like An Investor Scorned: Retribution, Deterrence, Restoration, And The Criminalization Of Securities Fraud Under Rule 10b-5, Joan Macleod Heminway

Journal of Business & Technology Law

No abstract provided.

Recent Skirmishes In The Battle Over Corporate Voting And Governance, Brett H. Mcdonnell

Journal of Business & Technology Law

No abstract provided.

Taxation In Developing Countries: Some Recent Support And Challenges To The Conventional View, Reuven S. Avi-Yonah, Yoram Margolioth

Articles

The general advice given by international institutions such as the International Monetary Fund (IMF) and the World Bank to developing countries over the past few decades has been to replace trade taxes with domestic consumption taxes, particularly value-added taxes (VAT), and to maintain relatively high corporate income tax rates. This article reviews recent literature that supports and challenges this conventional view.

Bankruptcy Decision Making: An Empirical Study Of Continuation, Edward R. Morrison

Faculty Scholarship

Many small businesses attempt to reorganize under Chapter 11 of the U.S. Bankruptcy Code, but most are ultimately liquidated instead. Little is known about this shutdown decision. It is widely suspected that the bankruptcy process exhibits a continuation bias, allowing failing businesses to linger under the protection of the court, which resists liquidation even when it is optimal. This paper examines the shutdown decision in a sample of Chapter 11 bankruptcy cases filed in a typical bankruptcy court over the course of a year. The presence of continuation bias is tested along several dimensions – the extent of managerial control …

Corporate Law And Governance, Marco Becht, Patrick Bolton, Ailsa Röell

Center for Contract and Economic Organization

This chapter surveys the theoretical and empirical research on the main mechanisms of corporate law and governance, discusses the main legal and regulatory institutions in different countries, and examines the comparative governance literature. Corporate governance is concerned with the reconciliation of conflicts of interest between various corporate claimholders and the resolution of collective action problems among dispersed investors. A fundamental dilemma of corporate governance emerges from this overview: large shareholder intervention needs to be regulated to guarantee better small investor protection; but this may increase managerial discretion and scope for abuse. Alternative methods of limiting abuse have yet to be …

Reforming The Taxation Of Deferred Compensation, Gregg D. Polsky, Ethan Yale

Scholarly Works

Executive pay is currently a topic of significant interest for policymakers, academics, and the popular press. Just weeks ago, in reaction to widespread press reports and academic criticism of extravagant executive perquisites, the SEC proposed new regulations designed to change fundamentally the manner in which executive compensation is reported to share-holders. Despite all of this attention, one significant aspect of executive deferred compensation has gone virtually unnoticed - the federal tax rules governing this form of compensation are fundamentally flawed and must be extensively over-hauled. These rules are flawed because they often create a significant incentive for companies and their …

Boilerplate And Economic Power In Auto-Manufacturing Contracts, Omri Ben-Shahar, James J. White

Book Chapters

This chapter examines the boilerplate contracts used by auto makers to procure parts from suppliers. It identifies drafting and negotiation techniques that are used to secure advantageous terms. It also explores some prominent specific arrangements as evidence that firms with bargaining power are exploiting their position to dictate self-serving but inefficient terms. Finally, it shows how standard contractual clauses solve the problem of ex-post hold-up by suppliers.

Insider Trading Laws And Stock Markets Around The World: An Empirical Contribution To The Theoretical Law And Economics Debate, Laura Nyantung Beny

Articles

The primary goal of this Article is to bring empirical evidence to bear on the heretofore largely theoretical law and economics debate about insider trading. The Article first summarizes various agency, market, and contractual (or "Coasian") theories of insider trading propounded over the course of this longstanding debate. The Article then proposes three testable hypotheses regarding the relationship between insider trading laws and several measures of stock market performance. Exploiting the natural variation of international data, the Article finds that more stringent insider trading laws are generally associated with more dispersed equity ownership, greater stock price accuracy and greater stock …

The Flight From Arbitration: An Empirical Study Of Ex Ante Arbitration Clauses In The Contracts Of Publicly Held Companies, Theodore Eisenberg, Geoffrey P. Miller

Cornell Law Faculty Publications

Informed parties bargaining for their mutual advantage will tend to agree to provisions that maximize the social surplus. Such bargaining includes provisions regarding the resolution of disputes that might arise under the contract. Thus, if a form of alternative dispute resolution, such as binding arbitration, provides greater social benefits than litigation, the dynamics of the process should tend to induce the parties to include a clause submitting future disputes to arbitration. This Article studies the actual contracting practices of large, sophisticated actors with respect to arbitration clauses. We examined over 2800 contracts, filed with the Securities Exchange Commission (SEC) in …

Direct Creditor Claims For Breach Of Fiduciary Duty: Is They Is, Or Is They Ain't? A Practitioner's Notes From The Field, Roger A. Lane

Journal of Business & Technology Law

No abstract provided.

Directors' Duties In Failing Firms, Larry E. Ribstein, Kelli A. Alces

Journal of Business & Technology Law

No abstract provided.

A Default Rule Of Omnipotence: Implied Jurisdiction And Exaggerated Remedies In Equity For Federal Agencies, George P. Roach

Fordham Journal of Corporate & Financial Law

No abstract provided.

A "Tic"Ing Time Bomb: Rule 506 Meets Section 1031, Elizabeth A. Whitman

Fordham Journal of Corporate & Financial Law

No abstract provided.

Payday Lending: Do Outrageous Prices Necessarily Mean Outrageous Profits, Aaron Huckstep

Fordham Journal of Corporate & Financial Law

No abstract provided.