Business Organizations Law Commons^™

Corporate Therapeutics At The Securities And Exchange Commission, Jayne W. Barnard

Faculty Publications

No abstract provided.

Triumph Or Tragedy? The Curious Path Of Corporate Disclosure Reform In The U.K., Cynthia A. Williams, John M. Conley

William & Mary Environmental Law and Policy Review

No abstract provided.

Corporate Boards And New Environmentalism, Jayne W. Barnard

William & Mary Environmental Law and Policy Review

No abstract provided.

The End Of Corporate Governance Law, Steven A. Ramirez

ExpressO

This article argues that corporate governance is sub-optimal because of special interest influence at both the state and federal level, and because institutionally the mechanisms for promulgating corporate governance are not capable of impounding corporate goverance science. I offer as a solution the creation of depoliticized agency (on par with the Fed) that could administer a federal incorporation regime in an expert manner and without special interest interference. I posit that shareholders should be empowered to select this federal incorporation option.

Corporate Governance And Rational Energy Choices, Steven Ferrey

William & Mary Environmental Law and Policy Review

No abstract provided.

A New Direction For Shareholder Environmental Activism: The Aftermath Of Caremark, Geoffrey C. Rapp

William & Mary Environmental Law and Policy Review

No abstract provided.

Corporate Governance And The New Hedge Fund Activism: An Empirical Analysis, Thomas W. Briggs

ExpressO

Hedge funds are not normal institutional investors. They launch proxy fights for corporate control. Their recent successes and wolf pack tactics have garnered headlines but leave us with a question: what does hedge fund activism mean for corporate governance in the United States? This Article undertakes a legal, empirical, and theoretical study in an effort to answer this questioin. The heart of the Article is an empirical study of obtainable instances of hedge fund activism during 2005 and the 2006 proxy season. The Article starts by showing that the SEC opened the door to hedge fund activism when it stopped …

At The Top Of The Pyramid: Lessons From The Alpha Women And The Elite Eight, Jayne W. Barnard

Faculty Publications

No abstract provided.

The Manager's Share, David I. Walker

William & Mary Law Review

It is sometimes argued in the corporate governance literature that the total share of corporate value that can be extracted by a manager is fixed and independent of the avenues through which value is extracted. Shareholders need not worry about an activity such as insider trading, the story goes, because any profits achieved by a manager through insider trading will simply offset conventional compensation. This Article challenges that idea and argues that whether one views the manager's share as being capped by external market forces, set by an optimal principal/agent contract, or limited by saliency and outrage in accordance with …

A Devil Disguised As A Corporate Angel?: Questioning Corporate Charitable Contributions To "Independent" Directors' Organizations, Benjamin E. Ladd

William & Mary Law Review

No abstract provided.

Corporate Governance: Still Broke, No Fix In Sight, George W. Dent

Faculty Publications

Dissatisfaction with the governance of public companies is as old as the public company itself, but public concern about corporate governance is spasmodic. Prior reforms did not cure the ills of corporate governance, and there is little reason to think that the recent spate of reforms will be any more effective. The fundamental problem of corporate governance remains what it has always been: the separation of ownership and control. No reform can succeed unless it overcomes this contradiction. Corporate executives determined to preserve their privileges and a number of scholars deny this claim; in effect, these Panglosses consider the status …

Historical Quirks, Political Opportunism, And The Anti-Loan Provision Of The Sarbanes-Oxley Act, Jayne W. Barnard

Faculty Publications

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.

Rule 10b-5 And The "Unfitness" Question, Jayne W. Barnard

Faculty Publications

No abstract provided.

No Good Deed Goes Unpunished? Establishing A Self-Evaluating Privilege For Corporate Internal Investigations, Theodore R. Lotchin

William & Mary Law Review

No abstract provided.

Medical Research Oversight From The Corporate Governance Perspective: Comparing Institutional Review Boards And Corporate Boards, Richard S. Saver

William & Mary Law Review

No abstract provided.

Let The Money Do The Governing: The Case For Reuniting Ownership And Control, Usha Rodrigues

Scholarly Works

Part I of the Article outlines the problems with the current method of board selection and functioning. Management or management-sympathetic board members often select the board nominees, who share social ties with other board members. Boards tend to avoid "rocking the boat" by questioning management's recommendations, and because of the way the proxy process is structured, shareholders cannot effectively use their votes to oust unsatisfactory board members.

Part II analyzes the SEC's recent proposals for reform, which center on granting shareholders more opportunities to nominate candidates to the board. These proposals attempt to give shareholders a greater voice in the …

A Systems Approach To Corporate Governance Reform: Why Importing U.S. Corporate Law Isn't The Answer, Troy A. Paredes

William & Mary Law Review

No abstract provided.

Lessons From The Rise And (Possible) Fall Of Chinese Township-Village Enterprises, Brett H. Mcdonnell

William & Mary Law Review

No abstract provided.

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

Richmond Journal of Global Law & Business

No abstract provided.

Corporate Governance After Enron And Global Crossing: Comparative Lessons For Cross-National Improvement, Edward S. Adams

Indiana Law Journal

No abstract provided.

The Team Production Theory Of Corporate Law: A Critical Assessment, Alan J. Meese

William & Mary Law Review

No abstract provided.

Convergence Versus Divergence, Global Corporate Governance At The Crossroads: Governances Norms, Capital Markets & Oecd Principles For Corporate Governance, Janis P. Sarra

All Faculty Publications

There is growing debate as to whether international corporate governance practices can or should converge. Effective corporate governance has been linked to the ability of corporations to compete in global capital markets. Corporations operating in diverse economies have capital structures that are the result of public and private choices, and the corporate governance issues that arise reflect these structures. There is market pressure for convergence of corporate governance norms. The OECD has formulated Principles aimed at setting standards for corporations as they seek to attract capital. While the shareholder protections proposed are helpful in articulating norms that will attract long-term …

Freezing The Company Charter, Eric Kades

Faculty Publications

When legislatures alter corporate, partnership, and other business entity statutes, they simultaneously amend the governing document of all entities of that type formed within the jurisdiction. In many circumstances these business entities may wish to retain existing rules for internal governance. This Article offers a novel tool for firms wishing to so manage their own legal transitions: the "charter freeze." A freeze provision in the company charter declares that future (non-mandatory) changes in relevant statutes have no effect on the firm. Owners may affirmatively adopt the new rules, but choose to exercise complete control over their adoption vel non of …

The Hampel Committee Report: A Transatlantic Critique, Jayne W. Barnard

Popular Media

To an American observer, the activities of the Cadbury, Greenbury and Hampel Committees are impressive, if only because so few lawyers seem to be involved. Unlike the US, where improvements in corporate governance can usually be traced to legislation or litigation, British efforts at self-governance offer an attractive, alternative model. The Hampel Report is disappointing, however, in three respects: the report lacks concrete models; its reliance on the AGM as a mechanism of reform is misplaced; and its failure to recognize internal monitoring programs as an essential element of good corporate governance is shortsighted.

Are There Too Many Cooks In The Corporate Kitchen?, Jill Fisch

Fordham Journal of Corporate & Financial Law

No abstract provided.

Internal Governance Standards, Suramya Balachandran

LLM Theses and Essays

Corporate control has a variety of connotations; it can mean the group of individuals who are regarded as “the control” of a corporation, the office of a corporation, or a fiduciary relationship between the office holder and the corporation. Corporate control transactions are changes in a corporation’s structure motivated by the desire for growth of the corporation, such as setting up new divisions, acquiring or being acquired by another corporation, selling or buying stock, and entering or leaving markets. Control transactions have been a successful business practice since the 1980s. The first part of this thesis analyzes the benefits of …

Limitations On Corporate Speech: Protection For Shareholders Or Abridgement Of Expression?, Alan J. Meese

William & Mary Bill of Rights Journal

No abstract provided.

Institutional Investors And The New Corporate Governance, Jayne W. Barnard

Faculty Publications

During the last decade, American capital markets have experienced a marked shift from a constituency made up primarily of household investors to one made up primarily of institutional investors. Institutional investors are fiduciary bodies such as pension funds, mutual funds, and employee stock ownership plans, representing large numbers of beneficiaries. As collective entitites, institutional investors often amass billions of dollars in assets, thus giving them the potential for substantial influence on the companies in which they invest. In recent years, some institutional investors have sought to use this influence to challenge traditional patterns of corporate governance, claiming that new patterns …

Corporate Governance And Minority Rights, A. J. Maclntosh

Dalhousie Law Journal

Anglo-American corporate law has developed on the premise that ordinarily the majority is entitled to rule. Nevertheless, the courts have recognized the dangers in permitting tyranny by the majority and have given relief in cases where they believed the majority was clearly abusing its powers. Courts have had little difficulty in doing this where it was clear that the majority was practising fraud in the sense that it was appropriating to itself property or benefits which, in the view of the courts, belonged to the corporation or, as it was sometimes put, to the body of shareholders as a whole. …