Business Organizations Law Commons^™

Turning Servile Opportunities To Gold: A Strategic Analysis Of The Corporate Opportunities Doctrine, Eric L. Talley

Faculty Scholarship

Perhaps no single motif permeates corporate law and governance literature like the problem of agency costs. Though modest in concept, the canonical principal-agent framework yields fundamental insights into virtually every economic relationship involving the firm. These insights, in turn, not only animate prevailing positive accounts of the modern corporation, but they also provide a normative basis for regulating the oft-lamented gulf between ownership and control.

Despite their pervasiveness, problems of agency costs are rarely more vexing than when an agent is also a potential competitor. A notable example of such a scenario occurs when a corporate manager acquires information about …

The American Corporation In The Twenty-First Century: Future Forms Of Structure And Governance, Azizah Y. Al-Hibri

Law Faculty Publications

This article focuses on corporate governance issues as they relate to the new technological developments and the issue of leapfrogging. I examine various theories about the new technologies and the changes in corporate governance that they may necessitate. I then assess and critique these theories in light of historical and other data. I suggest that our very concept of the corporation will be transformed by the Information Age. I also offer my own view as to the optimal forms of corporate governance that can equip American corporations with sufficient tools to win the accelerating competition anticipated for the next century. …

The Bylaw Battlefield: Can Institutions Change The Outcome Of Corporate Control Contests?, John C. Coffee Jr.

University of Miami Law Review

No abstract provided.

Defensive Measures In Anticipation Of And In Response To Unsolicited Takeover Proposals, Dennis J. Block, Jonathan M. Hoff, H. Esther Cochran

University of Miami Law Review

No abstract provided.

Why We Bother: A Primer In How Activism Enhances Returns, Jon Lukomnik

Fordham Journal of Corporate & Financial Law

No abstract provided.

Institutional Investors: Agents Of Change, James E. Heard

Fordham Journal of Corporate & Financial Law

No abstract provided.

Corporate Governance: Does It Make A Difference?, Martin Lipton

Fordham Journal of Corporate & Financial Law

No abstract provided.

The Activist Board And Corporate Governance, Terrence J. Gallagher

Fordham Journal of Corporate & Financial Law

No abstract provided.

Proposals For Reform Of Corporate Boards Of Directors: The Dual Board And Board Ombudsperson, Lynne L. Dallas

Washington and Lee Law Review

No abstract provided.

The Shaping Force Of Corporate Law In The New Economic Order, Jeffrey N. Gordon

Faculty Scholarship

My topic for this Allen Chair lecture is the shaping force of corporate governance in the new economic order. It is easy to think of corporate law as an arcane field with mysterious terms and peculiar rules, ultimately of interest only to those who are prepared to bill at least 2000 hours a year to unravel its complexities. This is the view that there is a pointless mystery about shareholders, directors, common stocks, debentures, and the bizarre creature my class encountered recently, a convertible exchangeable cumulative preferred stock; and that ultimately corporate law and practice consists of the expert manipulation …

The Future Of Corporate Governance In The United States, Ronald J. Gilson

Faculty Scholarship

This article is an interview of Professor Ronald J. Gilson, Charles J. Meyers Professor of Law and Business, Columbia University Law School. The interviewer is Cheryl L. Conner, a third year law student at the University of Richmond School of Law and the Managing Editor of the Richmond Journal of Law and Technology.

Private Ownership And Corporate Performance: Some Lessons From Transition Economies, Roman Frydman, Cheryl W. Gray, Marek P. Hessel, Andrzej Rapaczynski

Faculty Scholarship

Data on mid-sized firms in three transition economies provide strong evidence that private ownership – for worker ownership – improves corporate performance. And the privatized firms' superior ability to generate revenues allows those firms to sustain or expand employment.

Using a large sample of data on mid-sized firms in the Czech Republic, Hungary, and Poland, Frydman, Gray, Hessel, and Rapacynski compare the performance of privatized and state firms in the environment of the postcommunist transition.

They find strong evidence that private ownership – for worker ownership – improves corporate performance. They find no evidence of the privatization shock that was …

The Bylaw Battlefield: Can Institutions Change The Outcome Of Corporate Control Contests?, John C. Coffee Jr.

Faculty Scholarship

What, if anything, can institutional investors do to influence the course and outcome of corporate control contests? The traditional answer was relatively little. To be sure, institutions could tender their shares in a tender offer or vote in a proxy contest to oust the incumbent board, but such a role was essentially reactive and contingent. It required that an offer actually be made before institutions could respond on an after-the-fact basis. Similarly, institutions have occasionally conducted precatory proxy campaigns calling upon the board to redeem its poison pill, but management was free to ignore these requests (and has done so).

A New Direction For State Corporate Codes, Mark J. Loewenstein

Publications

No abstract provided.

F. Hodge O'Neal Corporate And Securities Law Symposium: Path Dependence And Comparative Corporate Governance, Ronald J. Mann, Curtis J. Milhaupt

Faculty Scholarship

The study of institutions, and particularly the study of institutions that societies use to govern business enterprises, is at a point of transition. In the last two or three decades, scholars focusing on economic principles to define appropriate legal rules and corporate institutions rose up to challenge the traditional orthodoxy of corporate governance found in the Berle and Means corporation.

One of the most exciting trends in the literature rests upon the "increasing marginal returns" school of economics associated with Brian Arthur and the Santa Fe Institute. The traditional neoclassical economic theory of production, familiar from decades of undergraduate and …

Reflections On Executive Compensation And A Modest Proposal For (Further) Reform, Mark J. Loewenstein

Publications

No abstract provided.

Corporate Governance And Economic Efficiency: When Do Institutions Matter?, Ronald J. Gilson

Faculty Scholarship

Until the 1980s, corporate governance was largely the province of lawyers. It was a world of specific rules – more or less precise statutory requirements governing shareholder meetings, the election of directors, notice requirements and the like – that were essentially unrelated to what corporations actually do. From this perspective, the corporation's productive activity was simply a black box onto which standard governance structures were superimposed with little effect on what took place within. Corporate law was "trivial" or, as Bayless Manning so evocatively portrayed it, simply "great empty corporation statutes – towering skyscrapers of rusted girders internally welded together …

Organizational Ethos And Corporate Criminal Liability, Henry J. Amoroso

Campbell Law Review

The quintessential principal of corporate governance is that the corporation's business should be conducted in order to enhance corporate profit and shareholder gain. Traditionally, corporations have been required to act within the boundaries established by the law and have been permitted to take into account ethical considerations that are reasonably regarded as appropriate for the conduct of the business. Professor Amoroso canvasses the case law and literature addressing the standard of corporate criminal liability and hypothesizes that the recently enacted Chapter Eight of the Federal Sentencing Guidelines will ensure that organizationale thics will assume a more significant role in the …

The Sec And The Future Of Corporate Governance, Mark J. Loewenstein

Publications

No abstract provided.

Proxy Reform As A Means Of Increasing Shareholder Participation In Corporate Governance: Too Little, But Not Too Late , Carol Goforth

American University Law Review

No abstract provided.

Institutions As Relational Investors: A New Look At Cumulative Voting, Jeffrey N. Gordon

Faculty Scholarship

The hostile takeover may have become a receding memory, but the problem that the market in corporate control purported to address nevertheless remains. In a world of imperfect competition, the product, capital, and managerial markets may temporarily indulge suboptimal performance by a firm's managers. As cases such as GM, Sears, American Express, and IBM illustrate, a firm with a substantial franchise and substantial financial reserves can sustain deteriorating economic performance over a significant period, resulting in a long slow slide of economic values. Shareholders and society generally will benefit from a mechanism that replaces the firm's incumbent managers well before …

Shareholders As Stakeholders: Changing Metaphors Of Corporate Governance, Ronald M. Green

Washington and Lee Law Review

No abstract provided.

Confronting The Ethical Case Against The Ethical Case For Constituency Rights, William W. Bratton

Washington and Lee Law Review

No abstract provided.

Groundwork Of The Metaphysics Of Corporate Law, Lawrence E. Mitchell

Washington and Lee Law Review

No abstract provided.

In Defense Of The Shareholder Wealth Maximization Norm: A Reply To Professor Green, Stephen M. Bainbridge

Washington and Lee Law Review

No abstract provided.

On The Frontier Of Capitalism: Implementation Of Humanomics By Modern Publicly Held Corporations: A Critical Assessment, Lewis D. Solomon

Washington and Lee Law Review

No abstract provided.

Accounting And The New Corporate Law, Joel Seligman

Washington and Lee Law Review

No abstract provided.

Thoughts Evoked By "Accounting And The New Corporate Law", Ted J. Fiflis

Washington and Lee Law Review

No abstract provided.

Activist Shareholders, Corporate Directors, And Institutional Investment: Some Lessons From The Robber Barons, Allen D. Boyer

Washington and Lee Law Review

No abstract provided.

Corporate Takeovers And Corporate Law: Who's In Control?, Lyman P.Q. Johnson, David K. Millon

Scholarly Articles

No abstract provided.