Legal Studies Commons^™

The New Corporate Law, Joel Seligman

Scholarship@WashULaw

My thesis is a simple one. In the twentieth century state corporate law norms for the large publicly held corporation have been progressively supplanted by federal standards, particularly those originating in federal securities law. This has occurred both because of the promulgation of new federal standards and because of the atrophy of state corporate law. Certain applications of this thesis are little questioned today. For instance, it is now a conventional idea that the state law applicable to insider trading has largely been ignored and has been generally displaced by such federal securities law staples as Rule 10b-5, section 16 …

The Disinterested Person: An Alternative Approach To Shareholder Derivative Litigation., Joel Seligman

Scholarship@WashULaw

Recently I had the opportunity to apply an unused procedure in a shareholder derivative litigation. In 1989 Michigan amended its Business Corporation Act to allow a court under specified circumstances to appoint a "disinterested person" to perform fact gathering functions similar to those of a German investigative judge. In 1991 I was appointed to be the disinterested person in a derivative litigation involving Rospatch Corporation. The experience persuaded me that compared to litigation and the special litigation committee, the disinterested person approach may often have significant advantages in terms of reduction of litigation costs, procedural fairness, and protection of shareholders.

Hutchins, Adler, And The University Of Chicago: A Critical Juncture, Mary Ann Dzuback

Women, Gender & Sexuality Studies Faculty Research

As dean of Yale University's Law School, Robert Hutchins stressed social science theory and research as central to the university's work. Within a few years, as president of the University of Chicago, he abandoned the social sciences for philosophy and the great books. Hutchins's conversion seems ironic because it took place at an institution renowned for the work of its faculty in social science theory and research. This article is an attempt to make sense of Hutchins's shift in thinking at a critical juncture in his life and in the university's history

The Internationalization Of The Securities Markets: Preface To A Symposium., Joel Seligman

Scholarship@WashULaw

This preface begins by tracing certain of the initial steps taken by the SEC in the internationalization of securities trading. Regulations involving issuers of new securities are discussed in two contexts. First, when foreign private issuers offer securities into the United States, and second, when securities are simultaneously offered in the United States and abroad. The preface concludes by introducing each of the articles in this symposium.

The Sec And Accounting: A Historical Perspective, Joel Seligman

Scholarship@WashULaw

Joel Seligman argues that in the absence of regulatory oversight, managerial incentives and notions of efficient markets and competitive positioning have proven to be insufficient in ensuring full disclosure of material financial data. The SEC given express authority to regulate accounting practices, has, during the past fifty years, directly contributed to the standardization of financial statement disclosures. In establishing accounting standards, the SEC has exercised restraint, allowing private organizations such as the FASB to set standards subject to SEC oversight. Although the SEC could be more aggressive in initiating accounting standards (particularly with controversial practices such as pooling versus purchase …

Joinder And Severance, Peter A. Joy, Paul C. Giannelli

Scholarship@WashULaw

Joinder and severance issues may arise from either (1) the joinder of offenses allegedly committed by one defendant or (2) the joinder of defendants. The importance of joinder cannot be overestimated. As one commentator has noted: "The way in which the prosecutor chooses to combine offenses or defend­ ants in a single indictment is perhaps second in importance only to his decision to prosecute. Whether a defendant is tried en masse with many other partici­pants in an alleged crime, or in a separate trial of his own, will often be decisive of the outcome.

The Securities And Exchange Commission And Corporate Democracy, Joel Seligman

Scholarship@WashULaw

On April 28th of last year, the Securities and Exchange Commission announced it would begin a comprehensive reexamination of the shareholders' role in corporate governance. After receiving close to one hundred and fifty letters of comment, the Commission commenced hearings on September 29th in Washington D.C.

Few issues are so worthy of the Commission's concern. Under state corporation law, shareholders have the power to nominate and elect members of the board of directors. Today this power is virtually meaningless in publicly held corporations. The vast majority of shareholders vote by proxy. But neither state nor federal law guarantees shareholders access …