Business Organizations Law Commons^™

The Seventh Annual A.A. Sommer, Jr. Lecture On Corporate, Securities & Financial Law: The U.K Fsa: Nobody Does It Better?, William Michael Treanor, Ben A. Indek, Jill E. Fisch

Fordham Journal of Corporate & Financial Law

No abstract provided.

Protecting The New Face Of Entrepreneurship: Online Appropriate Dispute Resolution And International Consumer-To-Consumer Online Transactions, Ivonnely Colón-Fung

Fordham Journal of Corporate & Financial Law

No abstract provided.

A Complete Property Right Amendment, John H. Ryskamp

ExpressO

The trend of the eminent domain reform and "Kelo plus" initiatives is toward a comprehensive Constitutional property right incorporating the elements of level of review, nature of government action, and extent of compensation. This article contains a draft amendment which reflects these concerns.

Re-Thinking Securities Regulation: A Comparative Study Of Asx, Nyse, And Sgx , Benedict Sheehy

ExpressO

This article approaches the issue of securities regulation starting with an examination of the nature and role of markets and financial markets. It next outlines the various arguments for and against regulation, and then looks at approaches taken by markets and their regulators. The approaches are government regulation, self-regulation and co-regulation, and the structural changes via demutualization and corporate governance. With this background, it turns to examine how these approaches have played out in the markets themselves. The article surveys the regulatory aspects of the ASX, NYSE and the SGX, and reviews the regulatory and financial performance of the markets. …

Dialectical Regulation, Robert B. Ahdieh

Faculty Scholarship

While theories of regulation abound, woefully inadequate attention has been given to growing patterns of "intersystemic" and "dialectical" regulation in the world today. In this rapidly expanding universe of interactions, independent regulatory agencies, born of autonomous jurisdictions, nonetheless face a combination of jurisdictional overlap with, and regulatory dependence on, one another. Here, the cross-jurisdictional interaction of regulators is no longer the voluntary interaction embraced by transnationalists; it is, instead, an unavoidable reality of acknowledgement and engagement, potentially culminating in the integration of discrete sets of regulatory rules into a collective whole.

Such patterns of regulatory engagement are increasingly evident, across …

Dual Class Shares In Canada: An Historical Analysis, Stephanie Ben-Ishai, Poonam Puri

Dalhousie Law Journal

Dual class shares have been used by Canadian corporations to access public capital markets for the past sixty years. The debates surrounding the regulation of dual class shares have been reenergized. The authors of this article argue that only by looking to the legitimating role of nationalist policy, legislation and discourse in the historical development of dual class share structures can we derive context to the current debates surrounding the regulation of dual class shares and obtain a fuller understanding of the contemporary issues theypresent. Based on an analysis of the use of dual class shares as a financing technique …

Putting Regulation Before Responsibility: Towards Binding Norms Of Corporate Social Responsibility, Thomas F. Mcinerney

ExpressO

Globalization of business has heightened concerns regarding corporate conduct in developing countries. Critics have charged that multinational firms in particular have exported social harms involving labor, the environment, bribery, and human rights to jurisdictions outside of their home countries. Opportunities for regulatory arbitrage and the associated collective action problem such opportunities suggest, highlight the need for strong regulatory responses to these issues. Rather than prioritize the strengthening of national or international regulatory actors to address these social harms, voluntary corporate social responsibility initiatives have emerged as a favored response within the international community. This article undertakes a critical examination of …

The Next Generation: Milhaupt And West On Japanese Economic Law, Kent Anderson

Michigan Journal of International Law

Review of Economic Organizations and Corporate Governance in Japan: The Impact of Formal and Informal Rules by Curtis Milhaupt & Mark West

The Irrational Auditor And Irrational Liability, Adam C. Pritchard

Articles

This Article argues that less liability for auditors in certain areas might encourage more accurate and useful financial statements, or at least equally accurate statements at a lower cost. Audit quality is promoted by three incentives: reputation, regulation, and litigation. When we take reputation and regulation into account, exposing auditors to potentially massive liability may undermine the effectiveness of reputation and regulation, thereby diminishing integrity of audited financial statements. The relation of litigation to the other incentives that promote audit quality has become more important in light of the sea change that occurred in the regulation of the auditing profession …

The Takeover Directive And Inspire Art: Reevaluating The European Union’S Market For Corporate Control In The New Millennium, Dmitry Tuchinsky

NYLS Law Review

No abstract provided.

"The Regulatory Grass In Greener": A Comparative Analysis Of The Alien Tort Claims Act And The European Union's Green Paper On Corporate Social Responsibility, Joshua M. Chanin

Indiana Journal of Global Legal Studies

No abstract provided.

Learning The Value Of Drugs - Is Rofecoxib A Regulatory Success Story?, Rebecca S. Eisenberg

Articles

Controversy over recent revelations concerning the adverse cardiovascular effects of selective cyclooxygenase- 2 (COX-2) inhibitors has generally been framed as a story of regulatory failure, in which the Food and Drug Administration (FDA) has failed in its mission to protect the public from unsafe products. But this simplistic understanding of the mission of the FDA seems to make failure all but inevitable, if the reliable observation of the risks and benefits of a drug requires rigorous long-term studies. Perhaps in an earlier era the goal of drug regulation was simply to protect the public from poisons. Today, drug regulation guides …

Structure Of Regulatory Competition In European Corporate Law, The , Martin Gelter

Faculty Scholarship

In its opinions in the cases Centros, Uberseering and Inspire Art, the ECJ has begun to open European corporate law for regulaton of competition, as it has been discussed in the US for several ldecades. This article analyses the stuictual conditions of competition on the supply and demand sides of the market for corporate law, and the impact of supranational influence. In doing so, it identifies several factors that have received little attention in the incipient European debate. The supply-side analysis shows that a European Delaware is implausible because of the interdependence of competitive advantages and the incentives to compete. …

The Litigation Financing Industry: The Wild West Of Finance Should Be Tamed Not Outlawed, Susan Lorde Martin

Fordham Journal of Corporate & Financial Law

No abstract provided.

Seeking Truth For Power: Informational Strategy And Regulatory Policymaking, Cary Coglianese, Richard Zeckhauser, Edward A. Parson

Articles

Information is the lifeblood of regulatory policy. The effective use of governmental power depends on information about conditions in the world, strategies for improving those conditions, and the consequences associated with deploying different strategies. Indeed, this need for information has led legislatures to create specialized committee structures, delegate policy authority to expert agencies, and develop administrative procedures that encourage analysis. Although legal scholars have extensively debated procedures and reforms designed to improve the analytic and scientific basis of regulatory policymaking, they have paid relatively little attention to how regulators gain the information they need for making and implementing regulatory policy. …

Tender Offers By Controlling Shareholders: The Specter Of Coercion And Fair Price, Adam C. Pritchard

Articles

Taking your company private has never been so appealing. The collapse of the tech bubble has left many companies whose stock prices bordered on the stratospheric now trading at small fractions of their historical highs. The spate of accounting scandals that followed the bursting of the bubble has taken some of the shine off the aura of being a public company-the glare of the spotlight from stock analysts and the business press looks much less inviting, notwithstanding the monitoring benefits that the spotlight purports to confer. Moreover, the regulatory backlash against those accounting scandals has made the costs of being …

The Third Annual Albert A. Destefano Lecture On Corporate Securities & Financial Law, Kenneth M. Rosen, William Michael Treanor, Jill E. Fisch, Brandon Becker, Robert Colby, Richard Ketchum, Andrew Klein, Catherine Mcguire, Annette Nazareth, Lee A. Pickard

Fordham Journal of Corporate & Financial Law

No abstract provided.

Securities Law: Proxies Pull Mutual Funds Into The Sunlight: Mandatory Disclosure Of Proxy Voting Records, H. Anne Nicholson

Oklahoma Law Review

No abstract provided.

Law's Signal: A Cueing Theory Of Law In Market Transition, Robert B. Ahdieh

Faculty Scholarship

Securities markets are commonly assumed to spring forth at the intersection of an adequate supply of, and a healthy demand for, investment capital. In recent years, however, seemingly failed market transitions - the failure of new markets to emerge and of existing markets to evolve - have called this assumption into question. From the developed economies of Germany and Japan to the developing countries of central and eastern Europe, securities markets have exhibited some inability to take root. The failure of U.S. securities markets, and particularly the New York Stock Exchange, to make greater use of computerized trading, communications, and …

Self-Regulation And Securities Markets, Adam C. Pritchard

Articles

Enron, Arthur Andersen, Tyco, ImClone, WorldCom, Adelphia - as American investors reel from accounting scandals and self-dealing by corporate insiders, the question of trust in the securities markets has taken on a new urgency. Securities markets cannot operate without trust. Markets known for fraud, insider trading, and manipulation risk a downward spiral as investors depart in search of safer investments. Today, many investors are rethinking the wisdom of entrusting their financial futures to the stock market. Absent trust in the integrity of the securities markets, individuals will hoard their money under the proverbial mattress.

Analyst Conflicts Of Interests: Are The Nasd And Nyse Rules Enough?, Karen Contoudis

Fordham Journal of Corporate & Financial Law

No abstract provided.

New York Revises Ethics Rules To Permit Limited Mdps: A Critical Analysis Of The New York Approach, The Future Of The Mdp Debate After Enron, And Recommendations For Other Jurisdictions, John P. Lucci

Fordham Journal of Corporate & Financial Law

No abstract provided.

Multinational Enforcement Of U.S. Securities Laws: The Need For The Clear And Restrained Scope Of Extraterritorial Subject-Matter Jurisdiction., Kun Young Chang

Fordham Journal of Corporate & Financial Law

No abstract provided.

Administrative-Law-Like Obligations On Private[Ized] Entities, Jack M. Beermann

Faculty Scholarship

Privatization is often promoted as a cure for many of the problems of government. In this Article, Professor Beermann argues that the effect of privatization is likely to be muted by the fact that several related phenomena have, in recent years, reduced the differences between government and the private sector, especially when privatization is involved. First, private entities are often compelled to make public or provide to government a great deal of information about themselves, much as the Freedom of Information Act and related statutes require transparency in government. Second, discovery in litigation subjects a great deal of private information …

Who Determines The Optimal Trade-Off Between Quality And Price?, Barbara Ann White

All Faculty Scholarship

The question of the optimal trade-off between quality and price has become increasingly important as well as complex in recent times, as the advances of modern technology permit a far more refined range of choices. These subtleties among choices allow an individual, a group, or a society to titrate more precisely degrees of quality with almost any product or service, coupled, of course, with counterbalancing price consequences.

In 2002, as Program Chair of the Antitrust Section of the Association of American Law Schools, I organized a panel entitled “Guilds at the Millennium: Antitrust and the Professions” and served as one …

Regulation And Investors' Trust In The Securities Market, Tamar Frankel

Faculty Scholarship

The subject of investor confidence in the securities markets has received wide attention recently as details of fraud and avarice continue to emerge. Investors' trust in the securities markets is important for the reasons discussed in Professor Stout's marvelous paper.¹ This Comment focuses on the relationship between investors' trust and government regulation of the markets. By regulation I mean congressional legislation and actions by federal agencies. I exclude the courts mainly because their lawmaking is not primarily policy-based, and my aim is to sound the alarm for legislative and regulatory policy-directed actions. Many an economist and academic have argued …

Leach Keynote Address, James A. Leach

Fordham Journal of Corporate & Financial Law

No abstract provided.

Credit Derivatives: An Overview Of Regulatory Initiatives In The United States And Europe, Andre Scheerer

Fordham Journal of Corporate & Financial Law

No abstract provided.

The International Symposium On Derivatives And Risk Management, Carl Felsenfeld, Alan N. Rechtschaffen, Carolyn H. Jackson, Ruth W. Ainslie, Michael N. Brosnan, Darcy Bradbury, Denis M. Forster, Martin Bienenstock, David A.P. Brower, Aaron Rubinstein, David Morris, Eric Seiler, Peter D. Morgenstern, Michael J. Malone, John Lovi, Alvin K. Hellerstein, Charles E. Ramos

Fordham Journal of Corporate & Financial Law

No abstract provided.

Collaborative Approaches To Conservation: A Critical Look, Larry Macdonnell

Strategies in Western Water Law and Policy: Courts, Coercion and Collaboration (Summer Conference, June 8-11)

7 pages.