Business Organizations Law Commons^™

What Is A Corporation? Liberal, Confucion, And Socialist Theories Of Enterprise Organization (And State, Family, And Personhood), Teemu Ruskola

Seattle University Law Review

What is a corporation? An easy, but not very informative, answer is that it is a legal person. More substantive answers suggest it is a moral person, a person/thing, a production team, a nexus of private agreements, a city, a semi-sovereign, or a (secular) God. Despite the economic, political, and social importance of the corporate form, we do not have a generally accepted legal theory of what a corporation is, apart from the law’s questionable assertion that it is a “person.” In this Article, the author places the idea, and law, of the corporation in a comparative context and suggests …

The Third Way, Kent Greenfield

Seattle University Law Review

Shareholder supremacists argue that corporate management should be constrained by additional shareholder power to nominate directors, approve executive pay, or receive financial disclosures. Meanwhile, managerial and directorial apologists suggest that the way forward is to protect managerial prerogative. But, there is a third way: Managerial obligation could be increased without the obligation running solely to the holders of equity. This Article situates the current moment of intellectual churning in corporate law in a larger historical narrative and explains why we find ourselves in this moment. This Article then suggests what a third way might require in terms of conceptualization, process, …

Corporate And Business Law, Laurence V. Parker Jr.

University of Richmond Law Review

No abstract provided.

The Proposed Restatement Of Corporate Governance: Is Reform Really Necessary?, Ira S. Levine

Pepperdine Law Review

The role of the director in a modern corporation has recently come under new scrutiny. The American Law Institute has proposed a "Restatement of Corporate Governance" which offers explicit guidelines for the conduct of corporate directors. The Institute proposes to increase the board of directors' responsibility for corporate affairs by raising the board's standard of care. The Proposed Restatement has, however, been criticized by the business community for failing to take into account the realities of corporate governance and for imposing a suffocatingly narrow set of guidelines. Corporate management is not in need of reform. But even if it were, …

Revising Federal Securityholder Communication Rules To Respond To Pension Funds' Increasing Market Presence, Kenneth R. Lehman

Pepperdine Law Review

No abstract provided.

Reves Revisited, Janet Kerr, Karen M. Eisenhauer

Pepperdine Law Review

No abstract provided.

Collateral Participant Liability Under State Securities Laws, Douglas M. Branson

Pepperdine Law Review

No abstract provided.

Interpreting Nonshareholder Constituency Statutes, Stephen M. Bainbridge

Pepperdine Law Review

No abstract provided.

Regulatory Conflicts: International Tender And Exchange Offers In The 1990s, John C. Maguire

Pepperdine Law Review

No abstract provided.

Mandatory Class Action Lawsuits As A Restructuring Technique, Bryant B. Edwards, Jeffrey A. Herbst, Selina K. Hewitt

Pepperdine Law Review

No abstract provided.

Corporate Governance: Some Unasked Questions A Personal Commentary, Henry Lesser

Pepperdine Law Review

No abstract provided.

Foreword, Marc I. Steinberg

Pepperdine Law Review

No abstract provided.

Corporations As Ships: An Inquiry Into Personal Accountability And Institutional Legitimacy , Art Wolfe

Pepperdine Law Review

No abstract provided.

Federal Judicial And Legislative Jurisdiction Over Entities Abroad: The Long-Arm Of U.S. Antitrust Law And Viable Solutions Beyond The Timberlane/Restatement Comity Approach, Michael G. Mckinnon

Pepperdine Law Review

No abstract provided.

How Long Can This Go On? The Controversy Over The Application Of The Statute Of Limitations To S Corporations And Their Shareholders, J. Marcus Sommers

Pepperdine Law Review

No abstract provided.

Determining The Proper Pleading Standard Under The Private Securities Litigation Reform Act Of 1995 After In Re Silicon Graphics , Erin Brady

Pepperdine Law Review

No abstract provided.

Ten Essential Elements Of An Effective Dispute Resolution Program , Stephen F. Gates

Pepperdine Dispute Resolution Law Journal

For an organization with a significant number of outstanding lawsuits and pre-litigation claims, it is important to have a comprehensive and disciplined program of managing disputes to produce optimal outcomes with consistency, effectiveness and cost efficiency. Based on my experience at large, complex industrial companies with well over 2,000 litigation matters outstanding at any time, the effective management of the dispute portfolio requires that each matter be managed effectively and that more matters be resolved each year than the number of new matters that arise. The focus of this article is corporate law departments, but the concepts are applicable to …

The Strategic Relationship Between Ethics And Dispute Resolution: What Every Ceo Should Know, Mary L. Walker, R. Philip Deavel

Pepperdine Dispute Resolution Law Journal

This article advocates that there is a dynamic relationship between a values-based ethics program and a commitment to dispute resolution that can revolutionize the way we think about both. The United States Air Force is a global organization with many relationships, including those with other governments, other federal agencies, corporate contractors and its members and employees. Hence, these concepts are not academic to us-they are the lifeblood that allows us to successfully accomplish our mission. But they also have implications for our corporate partners. Why would we have an interest in how private corporations approach the subjects of ethics and …

Why We Still Litigate, Phillip M. Armstrong

Pepperdine Dispute Resolution Law Journal

The benefits of Alternative Dispute Resolution ("ADR"), particularly mediation, are well documented and often touted. Some of these benefits are: cost savings, confidentiality, preservation of business relationships, finality, better outcomes, and more control. The list goes on, and rightfully so. The Comell/PERC study and the more recent BTI study, among others, have made it clear that corporate America has embraced ADR, particularly mediation, as a preferred means of resolving many disputes. As a long-time member of an in-house law department, I have watched our own management of commercial litigation and claims evolve from a typical "winner takes all" approach to …

"The End Of The Beginning?": A Comprehensive Look At The U.N.'S Business And Human Rights Agenda From A Bystander Perspective, Jena Martin Amerson

Fordham Journal of Corporate & Financial Law

With the endorsement of the Guiding Principles regarding the issue of business and human rights, an important chapter has come to a close. Beginning with the then U.N. Secretary-General’s “global compact” speech in 1999, the international legal framework for business and human rights has undergone tremendous change and progress. Yet, for all these developments, there has been no exhaustive examination in the legal academy of all of these events; certainly there is no one piece that discusses or analyzes all the major instruments that have been proposed and endorsed by the U.N. on the subject of business and its relationship …

Improving The Benefit Corporation: How Traditional Governance Mechanisms Can Enhance The Innovative New Business Form, Steven Munch

Northwestern Journal of Law & Social Policy

In recent years, a number of states have offered innovative new business forms to accommodate social enterprises, organizations that pursue both profit and social purpose. These hybrid forms are designed to free socially conscious entrepreneurs from the strict pursuit of shareholder value maximization that often controls in business practice and law, allowing them instead to serve the interests of other company stakeholders or even society. One form, the benefit corporation, has been adopted by seven states and is now under consideration in several more. This Note details the development, provisions, and advantages of the benefit corporation. It also identifies and …

Whistleblowers And Rogues: An Urgent Call For An Affirmative Defense To Corporate Criminal Liability, Marcia Narine

Catholic University Law Review

No abstract provided.

The Perpetual Corporation, Andrew A. Schwartz

Publications

Courts and commentators take for granted that the ultimate objective of a business corporation is long-run profitability, not immediate profits. But a corporation is a creature of statute, so a statutory source for this rule must be found--or it is not really a rule. Yet prior literature has not identified any such legal basis, leaving a gap in corporate theory. This Article fills that gap by showing that the modern corporation is obliged to act with a long-term view because it has "perpetual existence" under the law. This Article then explains that because they must plan for a perpetual future, …

Discourse Norms As Default Rules: Structuring Corporate Speech To Multiple Stakeholders, David Yosifon

Faculty Publications

This Article analyzes corporate speech problems through the framework of corporate law. The focus here is on the "discourse norms" that regulate corporate speech to various corporate stakehold-ers, including shareholders, workers, and consumers. I argue that these "discourse norms" should be understood as default terms in the "nexus-of-contracts" that comprises the corporation. Having reviewed the failure of corporate law as it bears on the interests of non-shareholding stakeholders such as workers and consumers, I urge the adoption of prescriptive discourse norms as an approach to reforming corporate governance in a socially useful manner.

Normative Justifications For Lax (Or No) Corporate Fiduciary Duties: A Tale Of Problematic Principles, Imagined Facts And Inefficient Outcomes, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

Corporate fiduciary duty standards are at an all-time low in this country. Ironically, the deterioration in standards has come to full maturity during the last two decades, a period of significant and notorious corporate managerial failures.

The deterioration in the standards by which we measure the appropriateness of the actions of corporate managers has been fueled by influential judges' and scholars' ("Advocates"'), who vigorously-and seemingly quite effectively-argue in favor of a lax fiduciary duty regime for corporate managers.

Normative justifications for lax corporate fiduciary duty standards, however, are weak. The justifications fail to provide a persuasive reason to abandon the …

Meaningful Good Faith: Managerial Motives And The Duty To Obey The Law, Peter C. Kostant

NYLS Law Review

No abstract provided.

Veil Piercing To Non-Owners: A Practical And Theoretical Inquiry, Mark J. Loewenstein

Publications

In the typical veil piercing case, the plaintiff seeks to hold the owners of an entity liable for the entity’s obligations. Recently, however, plaintiffs have sought to hold managers of an entity liable for the entity’s obligations even if the manager is not an owner. This article considers this phenomenon in light of the underlying theory of veil piercing and in the context of both corporate law and the law of limited liability companies. In brief, the theory of veil piercing in its traditional application – to shareholders of a corporation – is weak, and it is weaker still when …

Citizens United And The Corporate Form, Reuven S. Avi-Yonah

Articles

In Citizens United vs. FEC, the Supreme Court struck down a Federal statute banning direct corporate expenditures on political campaigns. The decision has been widely criticized and praised as a matter of First Amendment law. But it is also interesting as another step in the evolution of our legal views of the corporation. This Article argues that by viewing Citizens Unitedthrough the prism of theories about the corporate form, it is possible to see that the majority and the dissent departed from previous Supreme Court jurisprudence on the First Amendment rights of corporations. It is also possible to then predict …

Quantitative Proof Of Reputational Harm, Meiring De Villiers

Fordham Journal of Corporate & Financial Law

No abstract provided.

The Tenth Annual A. A. Sommer, Jr. Lecture On Corporate, Securities, & Financial Law, Elisse B. Walter

Fordham Journal of Corporate & Financial Law

No abstract provided.