Foreword: In Berle’S Footsteps,
2010
Seattle University School of Law
Foreword: In Berle’S Footsteps, Charles R.T. O'Kelley
Seattle University Law Review
On the weekend of November 6–8, 2009, scholars from around the world gathered in Seattle for a symposium—In Berle’s Footsteps—celebrating the launch of the Adolf A. Berle, Jr. Center on Corporations, Law and Society. As founding director of the Berle Center, I described our undertaking: “It is with a profound sense of obligation to the legacy that has been entrusted to my care, that I announce the launching of the Adolf A. Berle, Jr. Center on Corporations, Law and Society. It is a privilege to follow in Berle’s footsteps.”
Opening Remarks,
2010
Seattle University School of Law
Opening Remarks, Chancellor William B. Chandler Iii
Seattle University Law Review
Law is, in many ways, a backwards-looking field. We litigate over facts that have already occurred, challenge deals that have already been signed, and apply rules of decision based on previously-established precedent or statutes already enacted. To the extent that this Center and the symposium reflect on Berle’s work, they too are an exercise in looking back. Indeed, some might say the establishment of a Center named in Berle’s honor is a monument to the past.
Monitoring To Reduce Agency Costs: Examining The Behavior Of Independent And Non-Independent Boards,
2010
Seattle University School of Law
Monitoring To Reduce Agency Costs: Examining The Behavior Of Independent And Non-Independent Boards, Anita Anand, Frank Milne, Lynnette Purda
Seattle University Law Review
Berle and Means’s analysis of the corporation—in particular, their view that those in control are not the owners of the corporation—raises questions about actions that corporations take to counter concerns regarding management’s influence. What mechanisms, if any, do corporations implement to balance the distribution of power in the corporation? To address this question, we analyze boards of directors’ propensity to voluntarily adopt recommended corporate governance practices. Because board independence is one way to enhance shareholders’ ability to monitor management, we probe whether firms with independent boards of directors (which we define as boards with either an independent chair or a …
The New Financial Assets: Separating Ownership From Control,
2010
Seattle University School of Law
The New Financial Assets: Separating Ownership From Control, Tamar Frankel
Seattle University Law Review
In The Modern Corporation and Private Property, Adolf A. Berle and Gardiner Means wrote about the separation of ownership from control in corporations. They noted that the interests of the controlling directors and managers can diverge from those of the shareholder owners of the firm. . . . There are those who consider such a decoupling beneficial. Others express the same concern that Berle and Means have expressed. And depending on what one focuses on in viewing the pluses and minuses of these separations, one could reach different conclusions. I reach a number of conclusions. First, the separation of …
Rethinking The Separation Of Ownership From Management In American History,
2010
Seattle University School of Law
Rethinking The Separation Of Ownership From Management In American History, Kenneth Lipartito, Yumiko Morii
Seattle University Law Review
In <em>The Modern Corporation and Private Property</em>, Adolf Berle and Gardiner Means would use AT&T as a prime example of what they saw as a dangerous new trend, the replacement of ownership-based capitalism with giant corporations controlled by a small group of propertyless managers. Indeed, AT&T became Berle and Means’ favorite example. . . . As we shall see, however, the claim that AT&T was a leading example of the separation of ownership from management is incomplete. More importantly, the common interpretation of Berle and Means’ work is mistaken, placing the emphasis incorrectly on the number of shareholders and reading …
Credit Rating Immunity? How The Hands-Off Approach Toward Credit Rating Agencies Led To The Subprime Credit Crisis And The Need For Greater Accountability,
2010
University of Oklahoma College of Law
Credit Rating Immunity? How The Hands-Off Approach Toward Credit Rating Agencies Led To The Subprime Credit Crisis And The Need For Greater Accountability, A. Brooke Murphy
Oklahoma Law Review
No abstract provided.
Why Not Tell The Truth?: Deceptive Practices And The Economic Meltdown,
2010
Loyola University Chicago, School of Law
Why Not Tell The Truth?: Deceptive Practices And The Economic Meltdown, Charles W. Murdock
Loyola University Chicago Law Journal
No abstract provided.
Organizations Matter: They Are Institutions, After All,
2010
Touro Law Center
Organizations Matter: They Are Institutions, After All, John Linarelli
Scholarly Works
Judge Posner (2010) offers a substantial agenda for organization economics. He advises us on how organization economics can shed substantial light on some of the most pressing social problems of the day. I comment on two of the areas he selects for discussion and offer some comments on the relationship of organization economics to new institutional economics. Judge Posner surely is right to argue that organization economics can help us understand the failures of corporate governance in regulating executive pay. Moreover, with additional and more institutionally nuanced theorizing, organizational economics should further our understanding of the work of judiciaries in …
The Decline Of Investment Banking: Preliminary Thoughts On The Evolution Of The Industry 1996-2008,
2010
University of Florida Levin College of Law
The Decline Of Investment Banking: Preliminary Thoughts On The Evolution Of The Industry 1996-2008, Robert J. Rhee
UF Law Faculty Publications
In this paper, I provide a basic, preliminary financial analysis of several prominent, independent investment banks: Goldman Sachs, Morgan Stanley, Merrill Lynch, Lehman Brothers, and Bear Stearns. I provide the following data: (1) segmentation of net revenue by products and services, (2) return on average equity, (3) leverage ratio, and (4) debt to equity ratio. Although the data analysis here is very basic, it still tells an interesting narrative of the evolution of the investment banking industry. The investment banking industry has undergone significant change in the twelve-year period 1996 to 2008. In the mid-1990s, banks had a balance mix …
Rating Agencies: Facilitators Of Predatory Lending In The Subprime Market,
2010
Cornell Law School
Rating Agencies: Facilitators Of Predatory Lending In The Subprime Market, David J. Reiss
Cornell Law Faculty Working Papers
This book chapter explores how the three largest rating agencies, Standard & Poor’s, Moody’s Investor Service and Fitch Ratings, exploited their privileged regulatory status to profit from the booming subprime mortgage market at the expense of homeowners. These rating agencies boosted their own bottom lines and assisted predatory lenders by effectively vetoing state consumer protection initiatives. While regulators have identified enhanced investor protection regulation of credit rating agencies as a priority, future regulation must ensure that the systemic biases of the rating agency industry are no longer permitted to trump legitimate state consumer protection initiatives.
Fannie Mae And Freddie Mac: Privatizing Profit And Socializing Loss,
2010
Cornell Law School
Fannie Mae And Freddie Mac: Privatizing Profit And Socializing Loss, David J. Reiss
Cornell Law Faculty Working Papers
This book chapter describes the role of Fannie Mae and Freddie Mac in the ongoing financial crisis. The chapter first explains the hybrid public-private nature of Fannie and Freddie, which are what is known as Government Sponsored Enterprises (GSEs). Fannie and Freddie were originally chartered by the federal government to create a national mortgage market. The chapter then explains how the two GSEs morphed into extraordinarily large companies that profited enormously from their special relationship with the federal government, while providing only modest benefits to American homeowners. In what turned out to be a disastrous trade-off for American taxpayers, Fannie …
Reply: Clawback To The Future,
2010
Saint Louis University School of Law
Reply: Clawback To The Future, Miriam A. Cherry, Jarrod Wong
All Faculty Scholarship
In an earlier article also available on Scholarship Commons, Clawbacks: Prospective Contract Measures in an Era of Excessive Executive Compensation and Ponzi Schemes, Minnesota Law Review, Vol. 94, p. 368, 2009, Professors Miriam Cherry and Jarrod Wong set out an initial description and analysis of contractual clawback provisions. In this Reply, Profs. Cherry and Wong address three aspects of Michael Macchiarola's Response: its application of the clawback doctrine to the recoupment of executive compensation; the criticism that the clawbacks doctrine introduces latent subjectivity into contractual analysis; and the apparent operational difficulties in implementing clawbacks.
Aplikasi Al-Mudarabah Dan Al-Musyarakah Dalam Produk-Produk Perbankan Islam : Kajian Di Bank Muamalat Indonesia, Jakarta.,
2010
Universiti Malaya
Aplikasi Al-Mudarabah Dan Al-Musyarakah Dalam Produk-Produk Perbankan Islam : Kajian Di Bank Muamalat Indonesia, Jakarta., Sarwedi Hasibuan
Student Works (2010-2019)
Abstrack
Securities Intermediaries And The Separation Of Ownership From Control,
2010
Seattle University School of Law
Securities Intermediaries And The Separation Of Ownership From Control, Jill E. Fisch
Seattle University Law Review
The Modern Corporation & Private Property is a paradigm-shifting analysis of the modern corporation. The book is perhaps best known for the insights of Berle and Means about the separation of ownership from control and the consequences of that separation for the allocation of power within the corporation. The Berle and Means story focuses on the shareholder as the owner of the corporation. Berle and Means saw the mechanism of centralized management—in which the shareholder retains the economic interest but not the control rights associated with ownership—as threatening the conception of shareholder interests in terms of property rights. In particular, …
The Modern Corporation As Social Construction,
2010
Seattle University School of Law
The Modern Corporation As Social Construction, Mark S. Mizruchi, Daniel Hirschman
Seattle University Law Review
Classic works, Mark Mizruchi and Lisa Fein argued, share a particular fate. Authors often cite classic works without reading them—or without reading them carefully. . . . Yet perhaps no single work fits the above description better than one of the most important books on the large corporation ever published: Adolf Berle and Gardiner Means’s The Modern Corporation and Private Property. One can speculate that few works in the social sciences have been as often cited and as little read. As a consequence, we would expect The Modern Corporation to be a good candidate for either selective interpretation or …
On The Use And Abuse Of Standards For Law: Global Governance And Offshore Financial Centers,
2010
Case Western Reserve University School of Law
On The Use And Abuse Of Standards For Law: Global Governance And Offshore Financial Centers, Richard K. Gordon
Faculty Publications
Current trends in international legal scholarship have shifted from a paradigm of state actors working within recognized sources of international law to one that includes networks of domestic regulators that develop and implement best practices or standards on a global basis. The new paradigm can be seen in operation in the efforts by onshore jurisdictions (most of which are financial centers themselves) to restrict the activities of offshore financial centers. Onshore jurisdictions enlisted these regulatory networks, as well as key international organizations, such as the Organization for Economic Co-operation and Development and the International Monetary Fund, to advance new standards …
Empirical Modalities: Lessons For The Future Of International Investment,
2010
American University Washington College of Law
Empirical Modalities: Lessons For The Future Of International Investment, Susan Franck
Scholarly Articles in Law Reviews & Journals
Empirical approaches add value to international investment law and aid in its evolution. Nevertheless, we must "fit the forum to the fuss." When transforming international law, we select proper methodologies for specific research questions and make international law empiricism part of a larger post-structuralist, pluralist legal dialogue. In connection with that, my remarks first place empirical research on international investment in a historical context. I then discuss where the research is today and offer an example of how empirical methods can be used to understand, reassess, and possibly transform international investment law and related institutions. Finally, I consider the future …
The Impact Of The Financial Crisis On Trade And Investment,
2010
American University Washington College of Law
The Impact Of The Financial Crisis On Trade And Investment, Padideh Ala'i
Scholarly Articles in Law Reviews & Journals
No abstract provided.
Llcs Are The New King Of The Hill: An Empirical Study Of The Number Of New Llcs, Corporations And Lps Formed In The United States Between 2004-2007 And How Llcs Were Taxed For Tax Years 2002-2006,
2010
Fordham Law School
Llcs Are The New King Of The Hill: An Empirical Study Of The Number Of New Llcs, Corporations And Lps Formed In The United States Between 2004-2007 And How Llcs Were Taxed For Tax Years 2002-2006, Rodney D. Chrisman
Fordham Journal of Corporate & Financial Law
No abstract provided.
Quantitative Proof Of Reputational Harm,
2010
Fordham Law School
Quantitative Proof Of Reputational Harm, Meiring De Villiers
Fordham Journal of Corporate & Financial Law
No abstract provided.
