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Articles 511 - 540 of 620
Full-Text Articles in Organizations Law
Is The Independent Director Model Broken?, Roberta S. Karmel
Is The Independent Director Model Broken?, Roberta S. Karmel
Seattle University Law Review
At common law, an interested director was barred from participating in corporate decisions in which he had an interest, and therefore “dis-interested” directors became desirable. This concept of the disinterested director developed into the model of an “independent director” and was advocated by the Securities and Exchange Commission and court decisions as a general ideal in a variety of situations. This Article explores doubts regarding the model of an “independent director” and suggests that director expertise may be more important that director independence. The Article then discusses shareholder primacy and sets forth alternatives to the shareholder primacy theory of the …
Playing In The Sandbox: Moral Development And The Duty Of Care In Collaborations Between For-Profit And Nonprofit Corporate Persons, Christyne J. Vachon
Playing In The Sandbox: Moral Development And The Duty Of Care In Collaborations Between For-Profit And Nonprofit Corporate Persons, Christyne J. Vachon
Pace Law Review
Over the history of the corporate entity, U.S. law has evolved to treat the corporate entity as a legal person under the U.S. Constitution. Despite the increased rights granted to the corporation as a legal person, both for-profit and nonprofit corporations have come under considerable scrutiny for misconduct and issues related to corporate governance. When for-profit and nonprofit organizations collaborate together, however, both organizations generally seek to achieve philanthropic good. On the other hand, both organizations and their management are bound by law to fulfill specific duties to their individual constituents. In the 1930s, psychologist Jean Piaget noted, “[t]he good, …
Stewardship In The Interests Of Systemic Stakeholders: Re-Conceptualizing The Means And Ends Of Anglo-American Corporate Governance In The Wake Of The Global Financial Crisis, Zhong Xing Tan
Journal of Business & Technology Law
No abstract provided.
Profile - The Wildlife Conservation Society, James Hagy, Lana Buchbinder, Barbara Beau
Profile - The Wildlife Conservation Society, James Hagy, Lana Buchbinder, Barbara Beau
Rooftops Project
What might it be like if your not-for-profit was responsible for projects with occupants consisting of humans plus some 1,700 other species? How can physical location and the needs of animals and visitors be harmonized through architectural design? Barbara Beau, Lana Buchbinder, and Professor James Hagy of The Rooftops Project interview Sue Chin about her work as Chief Architect at the Wildlife Conservation Society.
What Went Wrong: Prudent Management Of Endowment Funds And Imprudent Endowment Investing Policies, James J. Fishman
What Went Wrong: Prudent Management Of Endowment Funds And Imprudent Endowment Investing Policies, James J. Fishman
Elisabeth Haub School of Law Faculty Publications
Most colleges and universities of all sizes have an endowment, a fund that provides a stream of income and maintains the corpus of the fund in perpetuity. Organizations with large endowments, such as colleges, universities, and private foundations, all finance a significant part of their operations through the return received from the investment of this capital. This article examines the legal framework for endowment investing, endowment investing policies, their evolution to more sophisticated and riskier strategies, and the consequences evinced during the financial crisis of 2008 and beyond. It traces the approaches to endowment investing and chronicles the rise and, …
Perspectives - Kenneth Levien And Kimberly Dowdell Of Levien & Company, Inc., James Hagy, Dmitriy Ishimbayev
Perspectives - Kenneth Levien And Kimberly Dowdell Of Levien & Company, Inc., James Hagy, Dmitriy Ishimbayev
Rooftops Project
Kenneth Levien and Kimberly Dowdell share thoughts with The Rooftops Project’s Dmitriy Ishimbayev and Professor James Hagy on the role of project management in not-for-profit construction and renovation projects.
Towards A Moral Agency Theory Of The Shareholder Bylaw Power, Jay B. Kesten
Towards A Moral Agency Theory Of The Shareholder Bylaw Power, Jay B. Kesten
Scholarly Publications
Corporate bylaws are the new leading edge of a decades-long struggle between shareholders and managers over the allocation of decision-making authority in public companies. Bylaws are the only method by which shareholders can unilaterally restrict the powers and discretion of the board. Yet the scope of this statutory authority remains notoriously uncertain. Corporate law scholars generally agree that there is a limited domain in which shareholders can restrict managerial authority, but disagree on the appropriate boundary. The Delaware Supreme Court recently confronted this issue for the first time in CA, Inc. v. AFSCME Employees Pension Plan, but that decision …
Panorama - Jefferson Mok, James Hagy, Arthy Bakthavasalam
Panorama - Jefferson Mok, James Hagy, Arthy Bakthavasalam
Rooftops Project
What is your real estate strategy when you are the first on-the-ground representative of a social service not-for-profit entering a remote market abroad with a new program? Jefferson Mok reflects on four years in Burundi in a conversation with The Rooftops Project’s Arthy Bakthavasalam and Professor James Hagy.
Perspectives - Michael Carlton Of Carlton Architecture, James Hagy, Emily Barile
Perspectives - Michael Carlton Of Carlton Architecture, James Hagy, Emily Barile
Rooftops Project
Michael Carlton talks with The Rooftops Project’s Emily Barile and Professor James Hagy about the intersections among architecture, interior design, real estate, and not-for-profit strategic planning.
Panorama - Caring For The Palace Museum, Bejing, China, James Hagy, Cai Bowen
Panorama - Caring For The Palace Museum, Bejing, China, James Hagy, Cai Bowen
Rooftops Project
Shi Zhimin discusses his work as Director of the Ancient Building Management Office of The Palace Museum in Beijing, still also recognized by many visitors as the former Chinese imperial palace known as The Forbidden City, with Cai Bowen and Professor James Hagy, Director of The Rooftops Project.
Perspectives - Richard Cohn, Motion Picture Gaffer, Magician, Musician, James Hagy, Kristen Porro
Perspectives - Richard Cohn, Motion Picture Gaffer, Magician, Musician, James Hagy, Kristen Porro
Rooftops Project
The Rooftops Project’s Kristen Porro talks with Richard Cohn, Gaffer (Chief Electrician) to the television and movie industry on location in New York City, and performing magician, who shares tricks of his two trades that not-for-profits can use to make the most of often imperfect performance spaces.
Perspectives - Kimse Yok Mu: An Organization’S Effort For The Advancement Of Life, James Hagy, Shaan Lodi
Perspectives - Kimse Yok Mu: An Organization’S Effort For The Advancement Of Life, James Hagy, Shaan Lodi
Rooftops Project
The Rooftops Project’s Shaan Lodi talks with Turkish relief organization Kimse Yok Mu about its approach to the real estate needed to support disaster response and other work in often challenging settings in 96 countries.
National Collegiate Athletic Association V. Tarkanian: Supreme Court Upholds Ncaa's Private Status Under The Fourteenth Amendment, Repelling Shark's Attack On Ncaa's Disciplinary Powers, Michael G. Dawson
Pepperdine Law Review
No abstract provided.
The Limited Liability Company As A Security, Mark I. Steinberg, Karen L. Conway
The Limited Liability Company As A Security, Mark I. Steinberg, Karen L. Conway
Pepperdine Law Review
No abstract provided.
Are Limited Liability Company Interests Securities?, Mark A. Sargent
Are Limited Liability Company Interests Securities?, Mark A. Sargent
Pepperdine Law Review
No abstract provided.
Striking The Wrong Balance: Constituency Statutes And Corporate Governance , Edward D. Rogers
Striking The Wrong Balance: Constituency Statutes And Corporate Governance , Edward D. Rogers
Pepperdine Law Review
No abstract provided.
California's Flexible Purpose Corporation: A Step Forward, A Step Back, Or No Step At All?, Christen Clarke
California's Flexible Purpose Corporation: A Step Forward, A Step Back, Or No Step At All?, Christen Clarke
The Journal of Business, Entrepreneurship & the Law
The roads of social welfare and commercial enterprise have come to an intersection in recent years. Laws governing corporations are expanding to make room for new forms of business entities that seek to satisfy both social and financial goals. The two most prominent “hybrid” business forms are the Low-Profit Limited Liability Company and the Benefit Corporation. The newest hybrid entity to take effect is the Flexible Purpose Corporation, which was introduced in California at the beginning of 2012. With the existence of hybrid organizations that already fit into the mold of Corporations and Limited Liability Companies, is there really a …
Agents Without Principals: Regulating The Duty Of Loyalty For Nonprofit Corporations Through The Intermediate Sanctions Tax Regulations, Carly B. Eisenberg, Kevin Outterson
Agents Without Principals: Regulating The Duty Of Loyalty For Nonprofit Corporations Through The Intermediate Sanctions Tax Regulations, Carly B. Eisenberg, Kevin Outterson
The Journal of Business, Entrepreneurship & the Law
Delaware corporate law imposes a duty of loyalty on officers and directors as a mechanism to regulate and deter self-dealing transactions. In nonprofit corporations, however, there are generally no shareholders with direct financial incentives to monitor against self-dealing. In the absence of shareholders and other principals, Congress and the IRS have articulated duty of loyalty rules for nonprofits that reach far beyond those applied to the for-profit world--most prominently the § 4958 intermediate sanctions. This article identifies the persons who owe a duty of loyalty to a nonprofit corporation, the applicable fiduciary standards for violating the duty of loyalty, and …
Perspectives - Benjamin Webb Of The Woodruff Arts Center, Atlanta, Georgia, James Hagy
Perspectives - Benjamin Webb Of The Woodruff Arts Center, Atlanta, Georgia, James Hagy
Rooftops Project
Benjamin Webb discusses the rewards and challenges of being responsible for facilities management and energy for the largest mixed-program cultural center in the Southeastern U.S.
Profile - Legal Aid Center Of Southern Nevada, James Hagy
Profile - Legal Aid Center Of Southern Nevada, James Hagy
Rooftops Project
Responding to an ever-increasing need for pro bono legal services, the Legal Aid Center of Southern Nevada recently broke ground in downtown Las Vegas on what will become its new headquarters. Professor James Hagy, Director of The Rooftops Project, talks with Eexecutive Director Barbara Buckley about the project and the role that the new facility will play in advancing the Center’s mission and its services to clients.
Perspectives - Alyssa Bellew Of The Neighborhood Unitarian Universalist Church Of Pasadena, James Hagy
Perspectives - Alyssa Bellew Of The Neighborhood Unitarian Universalist Church Of Pasadena, James Hagy
Rooftops Project
At manyplaces of worship, responsibility for oversight of the physical facilities falls to administrative staff as one more adjunct to an already busy schedule. At others, property tasks may be left to volunteers. The “on-the-job training” may often be self-taught. Professor James Hagy explores these challenges with Alyssa Bellew, Administrative Director of Neighborhood Unitarian Universalist Church.
Panorama - International Perspectives: Kathleen Curran, Director Of Casa Nuevo Horizonte, Santa Cruz, Bolivia, James Hagy
Rooftops Project
In this first of our series of international perspectives, Kathleen Curran relfects on the important role that physical space has played in her charitable mission in Bolivia supporting promising students seeking an advanced education in a setting of poverty.
Perspectives - Alice Korngold Of Korngold Consulting, James Hagy
Perspectives - Alice Korngold Of Korngold Consulting, James Hagy
Rooftops Project
Alice Korngold of Korngold Consulting presents her views on optimizing the match between not-for-profit organizations and prospective board member volunteers.
Perspectives - Steve Marcussen And Jonathan Sklar Of Cushman & Wakefield, James Hagy
Perspectives - Steve Marcussen And Jonathan Sklar Of Cushman & Wakefield, James Hagy
Rooftops Project
Steve Marcussen and Jonathan Sklar of Cushman & Wakefield’s Los Angeles office share thoughts on how not-for-profit organizations can be more effective with their real estate assets and in implementing projects with outside real estate brokerage advisors.
Profile - Fernbank Museum Of Natural History, James Hagy
Profile - Fernbank Museum Of Natural History, James Hagy
Rooftops Project
Any natural history or science museum would be proud to haev the diversity of collections and programmatic resources found at Fernbank Museum of Natural History in Atlanta, Georgia. But few if any can law claim, as Fernbank does, to having “grown out of a forest.” Professor James Hagy, Director of The Rooftops Project, talks wiht Aneli Nugteren, Executive Vice President and Chief Operating Officer of Fernbank Museum, about its unique campus, mission, and facilities.
Profile - The California Endowment’S Center For Healthy Communities, James Hagy
Profile - The California Endowment’S Center For Healthy Communities, James Hagy
Rooftops Project
When the California Endowment planned new headquarters space for its own operations, its vision also included creating conference space suitable for events by other not-for-profits, opportunities for formal and informal collaboration among not-for-profits with compatible missions, and even incubator spaces for smaller organizations in need of an office presence. In this second article in his series looking at not-for-profits as urban neighbors, Professor James Hagy, Director of The Rooftops Project, talks with Anne-Marie Jones, Director of the Endowment’s Center for Healthy Communities, and Edward de la Torre, its Director of Facilities and Events.
“Advancing With The Times: Industrial Design Protection In The Era Of Virtual Migration”, Horacio E. Gutiérrez
“Advancing With The Times: Industrial Design Protection In The Era Of Virtual Migration”, Horacio E. Gutiérrez
IP Theory
No abstract provided.
Using Nonprofits To Serve Charitable Goals Of Social Businesses In The United States: Circumventing The Lack Of Recognition Of The Social Business Model In The Federal Tax Code, Gautam Jagannath
Pace Law Review
This Article considers the possibility of reincorporating a social business as a tax-exempt nonprofit. An analysis of the costs and benefits is performed with an eye toward federal tax law. First, I discuss the potential problems with running a social business as an exempt nonprofit. There are federal regulations that get in the way of making this a savvy decision. Second, I posit that a social business can benefit from devising a parallel exempt organization with similar or identical charitable goals. There are a few ways to do this and I consider the pros and cons. Finally, I consider the …
Profile - The Gates Foundation Leed Platinum Seattle Headquarters, James Hagy
Profile - The Gates Foundation Leed Platinum Seattle Headquarters, James Hagy
Rooftops Project
In this first article in his series looking at not-for-profits as urban neighbors, Professor James Hagy, Director of The Rooftops Project, visits with the Gates Foundation at its recently opened LEED Platinum Seattle headquarters campus.
Taking Healthcare's Pulse: Legal Issues Involved In Healthcare Business Transactions, Renee A. Pistone
Taking Healthcare's Pulse: Legal Issues Involved In Healthcare Business Transactions, Renee A. Pistone
The Journal of Business, Entrepreneurship & the Law
There are many federal regulations to consider when a healthcare lawyer creates and evaluates a particular healthcare business transaction. The healthcare market is highly competitive with the formation of healthcare business transactions on the rise. Hospitals and physicians seek dynamic and cost effective ways to deliver healthcare and partnerships are being formed between physicians and hospitals. These partnerships add to the marked increase in healthcare business transactions along with the progressed development of the physician hospital organization (“PHO”). Attorneys who execute healthcare business transactions on behalf of clients have to follow the federal laws. Part I sets forth potential ethics …