Business Organizations Law Commons^™

What Is A Board Attorney's Duty When The Board Takes Action Detrimental To The Organization The Board Represents?

Nova Law Review

In 1973, board members of the Ford Motor Company circulated a memo that addressed an issue in the manufacturing of one of its cars, the Ford Pinto.

Stosowanie Kar Pieniężnych W Unijnym I Polskim Prawie Konkurencji W Świetle Wymogów Ochrony Praw Człowieka, Adam Doniec

Monografie CARS/CARS Monographs

Przedmiotem pracy jest prawna analiza norm regulujących stosowanie kar pieniężnych w unijnych i polskich postępowaniach z zakresu ochrony konkurencji pod kątem przestrzegania standardów ochrony praw człowieka. Podstawowy cel tej pracy stanowi odpowiedź na pytanie, czy w polskim i unijnym systemie stosowania kar pieniężnych za naruszenie prawa konkurencji respektowane są wymogi ochrony praw człowieka. Żeby odpowiedzieć na to pytanie autor przedstawia znaczenie i zakres wybranych praw człowieka, a następnie wskazuje (po krótkiej analizie norm regulujących stosowanie kar pieniężnych przez organy ochrony konkurencji), które elementy systemu stosowania kar pieniężnych w unijnym i polskim prawie konkurencji mogą potencjalnie zagrażać wybranym prawom. Analiza ta …

Judgment Without Notice: The Unconstitutionality Of Constructive Notice Following Citizens United, Carliss N. Chatman

Scholarly Articles

Citizens United v. Federal Election Commission positions a corporation as an entity entitled to constitutional rights equal to the rights of natural persons. In many situations, this holding may be the impetus for reform and reconsideration of state restrictions on corporate rights that were problematic before the decision. The operation of corporate statutes on corporations chartered in one state but doing business in another state as a foreign corporation is an area in need of this Citizens United-inspired review. Although most corporations operate as foreign corporations outside of their state of incorporation, neither the constitutional validity of corporate withdrawal …

Justice Stevens And Securities Law, Lyman P.Q. Johnson, Jason A. Cantone

Scholarly Articles

In this Article, we tell the overlooked story of Justice Stevens's important role in Supreme Court securities law decisions. In Part I, where we briefly highlight Stevens's career before his 1975 appointment to the Supreme Court, we observe that we can identify no evident interest in or connection to federal securities law or the securities industry, making his contributions all the more remarkable. The only foreshadowing of his prolific opinion-writing on the subject of securities law was his voluminous writing of opinions, in general, while serving on the Seventh Circuit Court of Appeals. This commitment to authoring opinions stemmed, in …

Fortifying The Rights Of Unauthorized Immigrant Workers: Why Employee-Focused Incentives Under The Nlra Would Help End The Cycle Of Labor Rights Abuse, Caitlin E. Delaney

Journal of Law and Policy

Over the past several decades, there has been an unmistakable tension between labor law and immigration law in the United States. That tension, addressed by the Supreme Court most recently in 2001, still exists for unauthorized immigrant workers who wish to assert their labor rights under the National Labor Relations Act (NLRA). While the Obama Administration has made significant strides in easing the concerns that unauthorized immigrant workers may have before filing an NLRA claim, the unavailability of the back pay remedy and the uncertainty of protection from immigration authorities leave little incentive for such workers to assert their labor …

When Tech Startups Outgrow The 1099 Model: Moving Firms Out Of The Kiddie Pool, Chelsea Fitzgerald

Vanderbilt Journal of Entertainment & Technology Law

The 1099 independent contractor has become the new norm for Silicon Valley startups. In the wake of the Ninth Circuit Court of Appeals decision in Alexander v. Fed Ex, tech startups have been scrutinized for their financially savvy preference for 1099 contractors through both class action lawsuits and administrative proceedings. As these movers and shakers grow from humble beginnings to companies with multi-billion dollar valuations, the choice between classifying workers as traditional W-2 employees or 1099 contractors will have dramatic effects on the peer economy's labor force and tax status. This Note examines the startup worker classification dilemma, concludes that …

Where Are The Jobs In The Jobs Act? An Examination Of The Uneasy Connection Between Securities Disclosure And Job Creation, Ian K. Peck

American University Business Law Review

No abstract provided.

Protecting Delaware Corporate Law: Section 115 And Its Underlying Ramifications, Andrew Holt

American University Business Law Review

No abstract provided.

The Business Of Art Theft: Assessing Auction House Standard Of Care And The Sale Of Stolen Cultural Property, Alexandra M.S. Wilson

American University Business Law Review

No abstract provided.

Quieting The Sharholders' Voice: Empirical Evidence Of Pervasive Bundling In Proxy Solicitations, James D. Cox, Fabrizio Ferri, Colleen Honigsberg, Randall S. Thomas

Faculty Scholarship

The integrity of shareholder voting is critical to the legitimacy of corporate law. One threat to this process is proxy “bundling,” or the joinder of more than one separate item into a single proxy proposal. Bundling deprives shareholders of the right to convey their views on each separate matter being put to a vote and forces them to either reject the entire proposal or approve items they might not otherwise want implemented.

In this Paper, we provide the first comprehensive evaluation of the anti-bundling rules adopted by the Securities and Exchange Commission (“SEC”) in 1992. While we find that the …

The Global Reporting Initiative, Transnational Corporate Accountability, And Global Regulatory Counter-Currents., Cynthia A. Williams

Articles by Maurer Faculty

In this essay, the Author provides an overview in Part I of some initiatives to require or encourage companies to produce specific ESG data, authored both by governments and by private standard-setters. In Part II, one disclosure initiative in particular will be discussed as an example of a transnational legal order (TLO), as defined by Professors Shaffer and Halliday,13 and that is the Global Reporting Initiative, which has become the benchmark corporate social disclosure framework. Part III identifies a number of significant questions about our knowledge of the real power of information strategies to change corporate behavior, as the GRI …

A Step Too Far: Recent Trends In Corporate Personhood And The Overexpansion Of Corporate Rights, 49 J. Marshall L. Rev. 889 (2016), James Wright

UIC Law Review

No abstract provided.

Lack Of Marketability And Minority Discounts In Valuing Close Corporation Stock: Elusiveness And Judicial Synchrony In Pursuit Of Equitable Consensus, Stephen J. Leacock

Faculty Scholarship

No abstract provided.

Making Corporate Law More Communitarian: A Proposed Response To The Roberts Court's Personification Of Corporations, Robert M. Ackerman, Lance Cole

Brooklyn Law Review

Both Citizens United and Hobby Lobby are notable for the Roberts Court’s personification of the corporation. In Citizens United, the United States Supreme Court expanded corporate speech rights in a political context; in Hobby Lobby, it accorded religious rights to corporations in an unprecedented manner. This article explains how the Court’s expansion of corporate personification has ignored both traditional corporate law doctrine regarding shareholder primacy and the fundamental distinction in corporate law between the corporate entity and the shareholders who control it.

The article takes a communitarian approach to corporate law analysis, recognizing that corporations play useful roles …

The New Governance And The Challenge Of Litigation Bylaws, Jill E. Fisch

Brooklyn Law Review

Corporate governance mechanisms designed to ensure that managers act in shareholders’ interest have evolved dramatically over the past 40 years. “Old governance” mechanisms such as independent directors and performance-based executive compensation have been supplemented by innovations that give shareholders greater input into both the selection of directors and ongoing operational decisions. Issuer boards have responded with tools to limit the exercise of shareholder power both procedurally and substantively. This article terms the adoption and use of these tools, which generally take the form of structural provisions in the corporate charter or bylaws, the “new governance.”

Delaware law has largely taken …

Dissecting Hobby Lobby'S Corporate Person: A Procedural Proposal For Aligning Corporate Rights And Responsibilities, Andrew J. Fleming

Brooklyn Law Review

Over the years, the U.S. Supreme Court’s corporate personhood decisions have allowed for the corporation to become increasingly more “person-like” by recognizing corporate constitutional rights that were previously reserved for flesh-and-blood human beings. Yet in cases where the rights of corporations are evaluated, the Court’s analysis flows from an axiomatic conceptualization of the corporation as a static, theoretical being, as if plucked straight from a business organizations law school textbook. The result is a gulf between corporate rights as “persons” and corporate legal responsibilities. Nowhere is that gulf more evident than in the Court’s personal jurisdiction jurisprudence. In particular, this …

Entity Exit: Rights, Remedies, And Bounded Rationality, Mark Anderson

Articles

No abstract provided.

Issues Arising Upon The Death Of The Sole Member Of A Single-Member Llc, F. Philip Manns Jr., Timothy M. Todd

Marquette Law Review

Sole entrepreneurs overwhelmingly choose the single-member limited liability company (SMLLC) as the business entity for their operations. Consequently, simplicity of formation and operation of SMLLCs is highly desirable, both to facilitate entrepreneurship and to acknowledge that costs, lack of knowledge, bad advice, or a combination of them very often will cause sole entrepreneurs to forego professionally drafted documents and accept default SMLLC rules in the jurisdiction of formation.

The death of the sole member is always an anticipated, indeed inevitable, occurrence, so one would expect that the default statutory rules and the widely available forms for SMLLCs would address this …

The Development And Evolution Of The U.S. Law Of Corporate Criminal Liability And The Yates Memo, Sara Sun Beale

Faculty Scholarship

No abstract provided.

Corporate Darwinism: Disciplining Managers In A World With Weak Shareholder Litigation, James D. Cox, Randall S. Thomas

Faculty Scholarship

Because representative shareholder litigation has been constrained by numerous legal developments, the corporate governance system has developed new mechanisms as alternative means to address managerial agency costs. We posit that recent significant governance developments in the corporate world are the natural consequence of the ineffectiveness and inefficiency of shareholder suits to address certain genre of managerial agency costs. We thus argue that corporate governance responses evolve to fill voids caused by the inability of shareholder suits to monitor and discipline corporate managers.

We further claim that these new governance responses are themselves becoming stronger due in part to the rising …