Berle X: Berle And His World: An Homage To William W. Bratton,
2019
Seattle University School of Law
Berle X: Berle And His World: An Homage To William W. Bratton, Charles R. T. O'Kelley
Seattle University Law Review
An introduction to the Berle X symposium, honoring William W. (Bill) Bratton.
Technological And Institutional Crossroads: The Life And Times Of Adolf A. Berle Jr.,
2019
Seattle University School of Law
Technological And Institutional Crossroads: The Life And Times Of Adolf A. Berle Jr., Bernard C. Beaudreau
Seattle University Law Review
In this paper, I examine the life and times of Adolf A. Berle Jr., perhaps the most influential scholar in the field of corporate governance. Specifically, I examine his contribution in light of the technological and institutional changes that occurred in the late nineteenth century—changes that were germane to his thinking and understanding of corporate governance. I argue that, despite his perspicacity, he failed to appreciate the changing role of corporate officers—that is, from that of fiduciary agent to that of visionary, founder, and essential element in corporate success. Put differently, in the early twentieth century, the key asset in …
Democracy In America At Work: The History Of Labor’S Vote In Corporate Governance,
2019
Seattle University School of Law
Democracy In America At Work: The History Of Labor’S Vote In Corporate Governance, Ewan Mcgaughey
Seattle University Law Review
Can there be democracy in America at work? The historical division between democracy in politics and hierarchy in the economy is under strain. Hierarchical interests in the economy are shifting their model of power into politics, and yet a commitment to revive the law is resurgent. Central examples are the proposed Accountable Capitalism Act, Reward Work Act, Workplace Democracy Acts, and Employees’ Pension Security Acts. They would create a right for employees to elect 40% of directors on $1 billion company boards, a right for employees to elect one-third of directors on other listed company boards and require one-half employee …
“All Lawyers Are Somewhat Suspect”: Adolf A. Berle And The Modern Legal Profession,
2019
Seattle University School of Law
“All Lawyers Are Somewhat Suspect”: Adolf A. Berle And The Modern Legal Profession, Harwell Wells
Seattle University Law Review
Adolf A. Berle was perhaps the preeminent scholar of the modern corporation. He was also an occasional scholar of the modern legal profession. This Article surveys his writings on the legal profession from the 1930s to the 1960s, from the sharp criticisms he leveled at lawyers, particularly corporate lawyers, during the Great Depression, to his sunnier account of the lawyer’s role in the postwar era. I argue that Berle’s views were shaped both by the reformist tradition he inherited from Louis Brandeis and his writings on the corporation, which left him convinced that the fate of the legal profession would …
Facebook's Alternative Facts,
2019
Washington and Lee University School of Law
Facebook's Alternative Facts, Sarah C. Haan
Scholarly Articles
In this short essay, I argue that Facebook’s adoption of the alternative-facts frame potentially contributes to the divisiveness that has made social media misinformation a powerful digital tool. Facebook’s choice to present information as “facts” and “alternative facts” endorses a binary system in which all information can be divided between moral or tribal categories—“bad” versus “good” speech, as Sandberg put it in her testimony to Congress. As we will see, Facebook’s related-articles strategy adopts this binary construction, offering a both-sides News Feed that encourages users to view information as cleaving along natural moral or political divisions.
Corporate Criminal Liability: Toward A Compliance-Orientated Approach,
2019
Indiana University Maurer School of Law
Corporate Criminal Liability: Toward A Compliance-Orientated Approach, Gustavo A. Jimenez
Indiana Journal of Global Legal Studies
Under U.S. federal law, a corporation can be held criminally liable for the crimes of its employees and agents. The Department of Justice's U.S. Attorneys' Manual lays out a list of factors prosecutors can evaluate when deciding whether or not to prosecute a corporate entity. The Department of Justice (DOJ) prosecutors have various tools at their disposal, including deferred prosecution agreements (DPAs) and non-prosecution agreements (NPAs) as alternatives to going to trial. Prosecutors have used DPAs and NPAs in recent cases, allowing the government to ensure that corporate entities comply with investigations, enact compliance programs, and continue to follow laws …
Untangling The Web Of Consignment Law: The Journey From The Common Law & Article 2 To Revised Article 9,
2019
William & Mary Law School
Untangling The Web Of Consignment Law: The Journey From The Common Law & Article 2 To Revised Article 9, Willa Gibson
William & Mary Business Law Review
This Article examines and analyzes the law of consignments from the common law through Revised Article 9 with a goal towards identifying and analyzing the uncertainties and confusion that have persisted throughout the transition from the common law to the UCC. The law of consignments has abounded with uncertainty since its genesis under common law. In an attempt to clarify the persistent confusion and disarray surrounding the law, the UCC enacted section 2-326; but the statute was not a model of clarity, engendering increased uncertainty and confusion. Courts wrestled with how to interpret the provision to be consistent with the …
The Value Of Insider Control,
2019
William & Mary Law School
The Value Of Insider Control, Benjamin Means
William & Mary Law Review
According to conventional wisdom, insider control of businesses is detrimental to the interests of noncontrolling investors. Family-run businesses, in particular, are seen as nepotistic and inefficient. Yet, commentators have overestimated the dangers of insider control and overlooked its potential benefits for all stakeholders. Controlling owners have a personal stake that gives them reason to identify with their business and to adopt responsible business practices capable of creating lasting value. A stewardship model of insider control helps explain the continuing vitality of family businesses as well as the success of recent public offerings by Facebook, Google, and Snapchat involving low-vote or …
Interpreting Organizational "Contracts" And The Private Ordering Of Public Company Governance,
2019
William & Mary Law School
Interpreting Organizational "Contracts" And The Private Ordering Of Public Company Governance, Megan Wischmeier Shaner
William & Mary Law Review
Corporate law is undergoing an explosion of governance by private ordering. With increasing frequency and creativity, the charter and bylaws of public corporations are being used as tools for restructuring key aspects of corporate governance. The current focus of parties, courts, and scholars has been on the facial validity of these efforts. In light of courts’ willingness to uphold corporate governance contracting, legal battles will morph from validity challenges to interpretation disputes. Yet interpretation principles are a topic to which corporate scholars have devoted limited attention. With interpretation poised to take on an influential role in shaping corporate law and …
Greenlife Energy Solutions, Llc, Order On Motions To Dismiss,
2019
Fulton County Superior Court
Greenlife Energy Solutions, Llc, Order On Motions To Dismiss, Kelly Lee Ellerbe
Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions
No abstract provided.
Morris Hardwick Schneider, Llc Order On Plaintiff's Motion To Compel,
2019
Fulton County Superior Court, Judge
Morris Hardwick Schneider, Llc Order On Plaintiff's Motion To Compel, Kelly Lee Ellerbee
Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions
No abstract provided.
Private Ownership At A Public Crossroads: Studying The Rapidly Evolving World Of Corporate Ownership,
2019
Columbia Law School
Private Ownership At A Public Crossroads: Studying The Rapidly Evolving World Of Corporate Ownership, Ira M. Millstein Center For Global Markets And Corporate Ownership
Ira M. Millstein Center for Global Markets and Corporate Ownership
Capital formation in the United States is currently in the midst of a significant transition with largely unexplored consequences for the ownership and control of American business, as well as significant implications for the future of the public equity markets. Although public equity markets remain vast and important, they are no longer the primary source of capital for business formation and growth. Increasingly, capital for business formation and growth is being raised — and held — privately from a relatively new set of institutional investors (most importantly, venture capital and private equity funds). As a result, ownership and control over …
A One-Size-Fits-All Approach To Corporate Governance Codes And Compliance By Smaller Listed Firms: An Examination Of Companies Listed In Hong Kong And Singapore,
2019
Singapore Management University
A One-Size-Fits-All Approach To Corporate Governance Codes And Compliance By Smaller Listed Firms: An Examination Of Companies Listed In Hong Kong And Singapore, Christopher C. H. Chen
Research Collection Yong Pung How School Of Law
This article examines the impact of a one-size-fits-all corporate governance code on smaller listed firms, which should have fewer resources to hire more qualified independent directors for their boards and board committees. After examining data from a sample of companies listed in Hong Kong and Singapore, we find some limited support for these resources-based arguments. While smaller firms do not necessarily have a lower proportion of board members who are independent directors, some evidence suggests that smaller firms do pay less to independent directors and that these directors have to serve on multiple board committees. Although many larger firms also …
Time To Act: Response To Questions Posed By The Expert Panel On Sustainable Finance On Fiduciary Obligation And Effective Climate-Related Financial Disclosures,
2019
Osgoode Hall Law School of York University
Time To Act: Response To Questions Posed By The Expert Panel On Sustainable Finance On Fiduciary Obligation And Effective Climate-Related Financial Disclosures, Cynthia Williams, Janis P. Sarra
Commissioned Reports, Studies and Public Policy Documents
The Expert Panel on Sustainable Finance has been commissioned by the Canadian Government to determine how best to generate sustainable finance, a significant challenge given the carbon intensity of Canada’s economy. The Expert Panel has defined sustainable finance as capital flows, risk management activities and financial processes that assimilate environmental and social factors as a means of promoting sustainable economic growth and the long-term stability of the financial system. While there are numerous strategies to be deployed to move Canada to a financially sustainable future, this report addresses two critically important issues: fiduciary obligation of corporate- and pension-fiduciaries, and national …
Time To Act: Response To Questions Posed By The Expert Panel On Sustainable Finance On Fiduciary Obligation And Effective Climate-Related Financial Disclosures,
2019
Allard School of Law at the University of British Columbia
Time To Act: Response To Questions Posed By The Expert Panel On Sustainable Finance On Fiduciary Obligation And Effective Climate-Related Financial Disclosures, Janis P. Sarra, Cynthia Williams
All Faculty Publications
While there are numerous strategies to be deployed to move Canada to a financially sustainable future, this study addresses two critically important issues: fiduciary obligation of corporate- and pension-fiduciaries, and national action on environmental, social and governance (“ESG”) financial disclosure, including climate-related financial risk disclosure. The Canadian economy is facing significant challenges and disruptions in the transition to a lower carbon world. Absent clear and innovative steps to ensure our corporations and financial institutions act to address carbon emissions and other environmental, social and governance risks and opportunities, we will be seriously prejudiced in a world that is rapidly moving …
Drummond Financial Services, Llc, Order On Pending Motions And Discovery Disputes,
2019
Fulton County Superior Court, Judge
Drummond Financial Services, Llc, Order On Pending Motions And Discovery Disputes, John J. Goger
Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions
No abstract provided.
Premier Porfolio 2, Llc Order On Motion To Dismiss,
2019
Fulton County Superior Court, Judge
Premier Porfolio 2, Llc Order On Motion To Dismiss, Elizabeth E. Long
Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions
No abstract provided.
Navigating Sino-American Business Relationships,
2019
Brigham Young University Marriott School
Navigating Sino-American Business Relationships, Ryan Stenquist
Marriott Student Review
Relationships between American and Chinese companies have never been more important or profitable as they are now. With linguistic, moral, governmental, and legal systems developed entirely independent of each other for thousands of years, these relationships also prove the most difficult and complex to navigate. This article explores mistakes foreigners often make while doing business in China, the current environment and culture of joint ventures with native Chinese, and how to succeed in the challenging yet rewarding economy now opening up to the world.
Law School News: Are You Experienced? 01-18-2019,
2019
Roger Williams University School of Law
Law School News: Are You Experienced? 01-18-2019, Michael M. Bowden
Life of the Law School (1993- )
No abstract provided.
Morris Hardwick Schneider, Llc Order Striking Defendant Divot Holdings, Llc's Answer,
2019
Fulton County Superior Court, Judge
Morris Hardwick Schneider, Llc Order Striking Defendant Divot Holdings, Llc's Answer, Kelly Lee Ellerbee
Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions
No abstract provided.
