Organizations Law Commons^™

International Responsibility And The Admission Of States To The United Nations, Thomas D. Grant

Michigan Journal of International Law

The present Article considers what identifiable substantive obligations might be relevant to admission; whether admission as practiced has resulted in a breach of obligation; and whether any such breach might impose international responsibility on the international actors involved in the decision to admit new States. The Article further considers what future reparative obligations such responsibility might entail.

Substantive Equality In The European Court Of Human Rights?, Dr. Rory O'Connell

Michigan Law Review First Impressions

The European Court of Human Rights ("ECtHR") has a distinguished track record. Established under the European Convention on Human Rights 1950 ("ECHR"), it was the world's first international human rights court. It decides thousands of cases every year, and its opinions are cited world-wide. For most of its history, the Court's jurisprudence on equality was uninspiring, as it was based on a formal conception of equality. In recent years, however, the ECtHR has begun to give equality more substantive content.

Returning Fairness To Executive Compensation, J. Robert Brown Jr.

Sturm College of Law: Faculty Scholarship

The current waive of turmoil in the financial markets has cast attention on the problem of executive compensation. Companies that have failed or disappeared in shot-gun mergers have nonetheless paid exorbitant sums to officers who arguably played a substantial role in their demise. In response, Congress for the first time established federal standards for determining compensation, including clawbacks and limits on golden parachutes.

The congressional efforts, although mild, represent a deep frustration with the system used by the Delaware courts in assessing executive compensation. With the CEO on the board, executive compensation has traditionally been examined under the duty of …

Opting Only In: Contractarians, Waiver Of Liability Provisions, And The Race To The Bottom, J. Robert Brown Jr., Sandeep Gopalan

Sturm College of Law: Faculty Scholarship

Corporate law scholarship is replete with those who favor an enabling approach to regulation, with companies having the right to opt in to particular requirements or regimes. Opting in (or out) permits private ordering and allows for efficient relationships that are a product of bargaining between owners and managers.

This paper tests the core claim of scholars in the nexus of contracts tradition - that private ordering as a process of bargaining creates optimal rules. We do this by analyzing empirical evidence in the context of waiver of liability provisions. The article examines the history of these provisions, emphasizing that …

A Pragmatic Approach To Law And Organizing: A Comment On "The Story Of South Ardmore", 42 J. Marshall L. Rev. 631 (2009), Scott L. Cummings

UIC Law Review

No abstract provided.

Saul Alinsky And The Litigation Campaign To Win The Right To Same-Sex Marriage, 42 J. Marshall L. Rev. 643 (2009), Gerald N. Rosenberg

UIC Law Review

No abstract provided.

Social Movements, Social Process: A Response To Gerald Rosenberg, 42 J. Marshall L. Rev. 671 (2009), Laura Beth Nielsen

UIC Law Review

No abstract provided.

Foreword - Alinsky Conference, 42 J. Marshall L. Rev. Xxv (2009), Walter J. Kendall Iii

UIC Law Review

No abstract provided.

Lawyers And The Power Of Community: The Story Of South Ardmore, 42 J. Marshall L. Rev. 595 (2009), Corey S. Shdaimah

UIC Law Review

No abstract provided.

Alinsky's Prescription: Democracy Alongside Law, 42 J. Marshall L. Rev. 723 (2009), Barbara L. Bezdek

UIC Law Review

No abstract provided.

Organizing In The Obama Era: A Progressive Moment Or A New Progressive Era?, 42 J. Marshall L. Rev. 685 (2009), Peter Dreier

UIC Law Review

No abstract provided.

Chasing Profits - Disregarding Values: Legal Persona Of Elite Schools And Their Destructive Tax-Exempt Status, 42 J. Marshall L. Rev. 1073 (2009), Oksana Koltko

UIC Law Review

No abstract provided.

Confessions Of A Whistleblower: The Need To Reform The Whistleblower Provision Of The Sarbanes-Oxley Act, 43 J. Marshall L. Rev. 241 (2009), Jisoo Kim

UIC Law Review

No abstract provided.

The Pace Of International Criminal Justice, Jean Galbraith

Michigan Journal of International Law

For all the discussion, the pace of international criminal justice has not received careful consideration. Instead, there is uncritical acceptance that international criminal tribunals move slowly, and debate only over whether this slowness is inevitable and whether the tribunals are nonetheless worthwhile. But given how central the pace of international criminal justice is to considerations of its effectiveness-and indeed its legitimacy-it is crucial to understand both what pace should be reasonably expected and what pace actually occurs. This Article undertakes this project.

The Plight Of The Bare Naked Assignee, Daniel S. Kleinberger

Faculty Scholarship

A new and separate opportunity for oppression exists because LLC law purports to (1) recognize a species of persons holding legal rights vis-á-vis the LLC (assignees) while (2) denying those persons any remedies whatsoever in connection with those rights. This article addresses the conceptual mechanics, history, and ultimate instability of that denial. The article also considers a note of irony­—namely, that the plight of the "bare naked assignee" derives from a construct, the organization as "aggregate," that LLC law has in all other respects emphatically transcended. To understand the plight of the assignee of an LLC interest, one must first …

The Llc As Recombinant Entity: Revisiting Fundamental Questions Through The Llc Lens, Daniel S. Kleinberger

Faculty Scholarship

Rather than being a simple hybrid, the U.S. limited liability company is better described as a recombinant entity that combines attributes of four different types of business organizations. The LLC offers an almost ineffably flexible structure, but that flexibility does not place the LLC beyond the range of traditional, formalist analysis. To the contrary, parsing the LLC in pursuit of conventional forms may allow us "to know the place for the first time." This essay uses conventional concepts to: (i) explore whether "labels matter" when LLC membership interests are described as Contract or as Property; and (ii) examine how the …

Two Decades Of "Alternative Entities": From Tax Rationalization Through Alphabet Soup To Contract As Deity, Daniel S. Kleinberger

Faculty Scholarship

This essay: (i) puts into perspective the past 20 years of developments in the U.S. law of limited liability companies (LLCs), limited liability partnerships (LLPs), and limited liability limited partnerships (LLLPs); (ii) explains how a movement toward tax rationalization has been transformed into a palace coup aimed at fiduciary duty (a fundamental tenet of the U.S. law of closely held businesses); and (iii) criticizes both conceptually and pragmatically efforts to "kill Cardozo" and worship "freedom of contract."

Commentary, Anna Gelpern

Georgetown Law Faculty Publications and Other Works

Enforceable promises discourage lying, cheating, and stealing. Contracts that embody such promises shape institutions, distribute power, and organize markets. The Smith-King critique of elite empirical contracts scholarship reveals a field preoccupied with the first set of functions and barely interested in the second. I am loath to second-guess this view without empirical evidence of my own. Instead, I draw from it two sets of implications-one for the substantive study of contracts, the other for the relationship between contract theory and contract empiricism.

Secondary Human Rights Law, Monica Hakimi

Articles

In recent years, the United States has appeared before four different treaty bodies to defend its human rights record. The process is part of the human rights enforcement structure: each of the major universal treaties has an expert body that reviews and comments on compliance reports that states must periodically submit. What's striking about the treaty bodies' dialogues with the United States is not that they criticized it or disagreed with it on the content of certain substantive rules. (That was all expected.) It's the extent to which the two sides talked past each other. Each presumed a different set …

Ensuring Defense Counsel Competence At International Criminal Tribunals, Sonja B. Starr

Articles

This article addresses the problem of incompetent representation by defense counsel in international criminal tribunals. According to the author, the ineffectiveness of a particular attorney may be attributable to a number offactors, including a lack of experience with international criminal law, unfamiliarity with the procedures of international criminal tribunals, and the simple failure to be fluent in the languages used by the court. Starr explains that the problem of incompetence persists because of obstacles to the recruitment, retention, and appointment of proficient defense lawyers, as well as the lack of administrative or judicial oversight concerning competence. The author points out …

The Proxy Advisory & Corporate Governance Industry: The Case For Increased Oversight And Control, Tamara C. Belinfanti

Articles & Chapters

The proxy advisory and corporate governance industry plays a significant role in shareholder voting and in the formulation of corporate governance policy. The industry operates with relatively little accountability and virtually free from regulatory oversight. Understanding the relationship between this industry and mutual funds, who in the aggregate are the largest owners of publicly traded shares in the United States, is critical to understanding issues of shareholder rights, the meaning of the right to vote in corporate elections, and the role that institutional investors, like mutual funds, play in the corporate landscape.

Mutual funds exercise their substantial voting power by …

For-Profit Philanthropy, Dana Brakman Reiser

Faculty Scholarship

No abstract provided.

State Regulation Of Franchising: The Washington Experience Revisited, Douglas C. Berry, David M. Byers, Daniel J. Oates

Seattle University Law Review

Thirty-six years ago, and one year after Washington became the second state in the nation to enact a statute regulating franchise relationships, Professor Donald S. Chisum wrote the seminal article on franchising in Washington, State Regulation of Franchising: The Washington Experience. Professor Chisum's article has been one of the few reference sources for Washington franchise law, and it has been the primary source relied on by courts addressing claims under Washington's Franchise Investment Protection Act (FIPA). Since Professor Chisum originally published his article, the Federal Trade Commission (FTC) has promulgated and amended regulations governing the sale of franchises nationally, …

China, Business Law, And Finance -- Accession To The World Trade Organization, Joseph Vining

Law & Economics Working Papers Archive: 2003-2009

China's entry into the world economy will affect not just how we act but how we think. It will affect especially what "business," "business law," and "business corporation" come to mean both in a transnational setting and in American law. The nature of American business law today still stands in the way of a wholly profit-maximizing approach to law or the world in general. But there is strong pressure, consistent with a general tendency in Western thought, to make business and corporate decision-making entirely manipulative and calculating and to eliminate the force of human value from it. This Youde Lecture …

Progressive Lawyering In Politically Depressing Times: Can New Models For Institutional Self-Reform Achieve More Effective Structural Change?, Susan D. Carle

Working Papers

This Essay examines both the promise and the drawbacks of new models of achieving institutional self-reform through voluntary, self-designed processes, such as those undertaken in a case study Susan Sturm presents of the National Science Foundation's (NSF's) ADVANCE initiative, a program designed to encourage universities to make progress in eliminating the severe under-representation of women in academic positions in the sciences.

The promise of such models is multi-faceted. Most important, they offer paths for bringing about institutional reform without extensive management from legislatures or courts. They bring together affected interests to find win-win solutions. Law supports the achievement of consensus …

The Security Council: Is It Beyond Any System Of Legal Limits?, Tarek O Mohanna

Archived Theses and Dissertations

No abstract provided.

Do Delaware Ceos Get Fired?, Murali Jagannathan, Adam C. Pritchard

Law & Economics Working Papers Archive: 2003-2009

Critics have charged that state competition in corporate law, which Delaware dominates, leads to a “race to the bottom” making management unaccountable. One metric of management accountability is forced CEO turnover, which we use to test the race to the bottom hypothesis. We compare California firms that choose to incorporate in California – the state with arguably the most restrictive corporate law rules – with those that incorporate in Delaware. We show that aspects of Delaware law attract firms that plan to grow through merger or acquisition and are vulnerable to shareholder lawsuits. We also document differences in corporate governance …

A Comprehensive Solution For A Targeted Problem: A Critique Of The Eu’S Home State Taxation And Ccctb Initiatives, Ilan Benshalom

Faculty Working Papers

This Article examines the European Commission's Home State Taxation and CCCTB initiatives. It argues that both proposals undermine the long-term objective of attaining a consolidated European corporate tax regime. It suggests an alternative strategy, which offers a comprehensive formulary-tax-allocation-solution in one of the hard to tax sectors, such as the financial sector. This strategy requires more efforts and political risk-taking, but would better promote the long-term objective of a consolidated EU corporate tax regime.

An edited version of this article is scheduled to be published in a future issue of European Taxation (an IBFD publication).

Institutional Alliances And Derivative Legitimacy, Claire R. Kelly

Michigan Journal of International Law

Part I of this Article describes global lawmaking and the legitimacy challenge. It provides a typology of IOs that develop norms. It explains that legitimacy is a subjective belief, but it provides objective paradigms for assessing legitimacy claims. It demonstrates how pursuing legitimacy according to one set of criteria can sacrifice legitimacy claims under another. It also examines the competition among IOs, the push for democratic norms, and the resulting need for stronger legitimacy claims. Part II explains linkage and accommodation and gives specific examples of where these phenomena work to garner more legitimacy for specific organizations and the soft …

The Sec, Corporate Governance, And Shareholder Access To The Board Room, J. Robert Brown Jr.

Sturm College of Law: Faculty Scholarship

In the shareholder governance area, one of the most contentious issues concerns the right of shareholders to nominate directors and include the nominees in management's proxy statement.

This article examines the conflict in the context of the growing importance of independent directors. State law and the Securities and Exchange Commission (SEC) have increasingly relied upon independent directors to protect shareholders and ensure the integrity of the financial disclosure process. Yet because of weak definitions and problems of enforcement, these directors are often not truly independent. One method of addressing these concerns is to allow shareholders to nominate and elect their …