Publicly-Traded Llcs: The New Kid On The Exchange,
2015
American University Washington College of Law
Publicly-Traded Llcs: The New Kid On The Exchange, Mary Siegel
Scholarly Articles in Law Reviews & Journals
No abstract provided.
Tax And Corporate Governance: The Influence Of Tax On Managerial Agency Costs,
2015
Columbia Law School
Tax And Corporate Governance: The Influence Of Tax On Managerial Agency Costs, David M. Schizer
Faculty Scholarship
This chapter examines the influence of tax on managerial agency costs, with particular emphasis on public companies in the United States. Focusing on “C-corporations,” this chapter first considers why tax is an imperfect vehicle for mitigating managerial agency costs. It then discusses how tax influences the compensation of managers, both in ways policy makers intended, and in ways they did not. The chapter also considers how tax affects management decisions about capital structure, hedging, and acquisitions. In addition, this chapter explores the tax system’s influence on the ability and incentives of shareholders to monitor management. This chapter then concludes with …
The Uncertain Future Of The Corporate Contribution Ban,
2015
Columbia Law School
The Uncertain Future Of The Corporate Contribution Ban, Richard Briffault
Faculty Scholarship
Concern about the role of corporate money in democracy has been a longstanding theme in American politics. In the late nineteenth century, the states began to adopt laws restricting the use of corporate funds in elections. The first permanent federal campaign finance law – the Tillman Act of 1907 – targeted corporations by prohibiting federally-chartered corporations from making contributions in any election and prohibiting all corporations from making contributions in federal elections. Subsequently amended, continued, and strengthened by the Federal Corrupt Practices Act of 1925, the Taft-Hartley Act of 1947, the Federal Election Campaign Act of 1971, and the Bipartisan …
Confronting The Peppercorn Settlement In Merger Litigation: An Empirical Analysis And A Proposal For Reform,
2015
University of Pennsylvania Law School
Confronting The Peppercorn Settlement In Merger Litigation: An Empirical Analysis And A Proposal For Reform, Jill E. Fisch, Sean J. Griffith, Steven D. Solomon
Faculty Scholarship
Shareholder litigation challenging corporate mergers is ubiquitous, with the likelihood of a shareholder suit exceeding 90%. The value of this litigation, however, is questionable. The vast majority of merger cases settle for nothing more than supplemental disclosures in the merger proxy statement. The attorneys that bring these lawsuits are compensated for their efforts with a court-awarded fee. This leads critics to charge that merger litigation benefits only the lawyers who bring the claims, not the shareholders they represent. In response, defenders of merger litigation argue that the lawsuits serve a useful oversight function and that the improved disclosures that result …
Strengthening Charity Law: Replacing Media Oversight With Advance Rulings For Nonprofit Fiduciaries,
2015
Fordham University School of Law
Strengthening Charity Law: Replacing Media Oversight With Advance Rulings For Nonprofit Fiduciaries, Linda Sugin
Faculty Scholarship
This Article considers three urgent challenges facing the charitable community and its state regulators: too little fiduciary duty law for nonprofits, the rise of media enforcement of wrongdoing in charities, and an inherent tension in the state’s dual role as enforcer and protector of the nonprofit sector. It analyzes whether the scarcity of law is really a problem by comparing nonprofit organizations with business organizations and concludes that charities lack the selfenforcement mechanisms of businesses and therefore need more government guidance. It evaluates whether the media has made governmental supervision obsolete and expresses skepticism about the press displacing state oversight. …
Why Personhood Matters,
2015
University of Tulsa College of Law
Why Personhood Matters, Tamara R. Piety
Articles, Chapters in Books and Other Contributions to Scholarly Works
One of the most controversial aspect of the Supreme Court's decisions in Citizens United and Hobby Lobby is its treatment of corporate personhood. Many members of the public object to the notion that corporations should have the same rights as human beings. Yet many scholars claim that this concern is misplaced. In this article I argue that concern about corporate personhood is not misplaced because the personhood metaphor conceals the degree to which there has not been an adequate justification given for extending fundamental rights to corporations. Focusing on personhood allows us to push on the metaphor to ask whether …
Fighting Foreign-Corporate Political Access: Applying Corporate Veil-Piercing Doctrine To Domestic-Subsidiary Contributions,
2015
University of Michigan Law School
Fighting Foreign-Corporate Political Access: Applying Corporate Veil-Piercing Doctrine To Domestic-Subsidiary Contributions, Ryan Rott
Michigan Law Review
Campaign finance regulations limit speech. The laws preclude foreign nationals, including foreign corporations, from participating in U.S. politics via campaign contributions. The unusual characteristics of corporations, however, may allow foreign corporations to exploit a loophole in the regulatory regime. A foreign corporation may contribute to political campaigns by acquiring a domestic subsidiary and dominating it. This Note addresses how these unusual corporate behaviors enable foreign corporations to illegally corrupt the political process. This Note concludes that to close the loophole without violating the free speech rights of domestic subsidiaries, Congress should enact legislation which would apply corporate veil-piercing theory to …
The New York Limited Liability Company Law At Twenty: Past, Present & Future,
2015
Touro Law Center
The New York Limited Liability Company Law At Twenty: Past, Present & Future, Meredith R. Miller
Touro Law Review
The New York Limited Liability Company Law (“LLC Law”) has turned 20. This occasion presents an opportunity to reflect on its past, present and future.
A Failure Of Substance And A Failure Of Process: The Circular Odyssey Of Oklahoma's Corporate Law Amendments In 2010, 2012, And 2013,
2015
University of Oklahoma College of Law
A Failure Of Substance And A Failure Of Process: The Circular Odyssey Of Oklahoma's Corporate Law Amendments In 2010, 2012, And 2013, Steven J. Cleveland
Oklahoma Law Review
No abstract provided.
Licensing Commercial Value: From Copyright To Trademarks And Back,
2015
Columbia Law School
Licensing Commercial Value: From Copyright To Trademarks And Back, Jane C. Ginsburg
Faculty Scholarship
Copyright and trademarks often overlap, particularly in visual characters. The same figure may qualify as a pictorial, graphic or sculptural work on the one hand, and as a registered (or at least used) trademark on the other. The two rights, though resting on distinct foundations, tend to be licensed together. Trademarks symbolize the goodwill of the producer, and are protected insofar as copying that symbol is likely to confuse consumers as to the source or approval of the goods or services in connection with which the mark is used. For famous marks, the dilution action grants a right against uses …
Ex Ante Choice Of Jury Waiver Clauses In Mergers,
2015
Columbia Law School
Ex Ante Choice Of Jury Waiver Clauses In Mergers, Darius Palia, Robert E. Scott
Faculty Scholarship
This paper examines empirically why sophisticated parties in some merger and acquisition deals choose to waive their right to jury trials and some do not. We examine merger agreements for a large sample of 276 deals for the 11-year period 2001 to 2011. We exclude private company deals and those where the choice of forum and law is Delaware. First, we find that 48.2% of the deals have jury waiver clauses. Second, we find that deals in which New York is chosen as the governing law and forum state are more likely to include a jury waiver clause. No other …
Does Google Content Degrade Google Search? Experimental Evidence,
2015
Columbia Law School
Does Google Content Degrade Google Search? Experimental Evidence, Michael Luca, Tim Wu, Sebastian Couvidat, Daniel Frank
Faculty Scholarship
While Google is known primarily as a search engine, it has increasingly developed and promoted its own content as an alternative to results from other websites. By prominently displaying Google content in response to search queries, Google is able to use its dominance in search to gain customers for this content. This may reduce consumer welfare if the internal content is inferior to organic search results. In this paper, we provide a legal and empirical analysis of this practice in the domain of online reviews. We first identify the conditions under which universal search would be considered anticompetitive. We then …
Supreme Court Amicus Brief Of 19 Corporate Law Professors, Friedrichs V. California Teachers Association, No. 14-915,
2015
Harvard Law School
Supreme Court Amicus Brief Of 19 Corporate Law Professors, Friedrichs V. California Teachers Association, No. 14-915, John C. Coates, Iv, Lucian A. Bebchuk, Bernard S. Black, John C. Coffee Jr., James D. Cox, Ronald J. Gilson, Jeffrey N. Gordon, Lawrence A. Hamermesh, Henry Hansmann, Robert J. Jackson Jr., Marcel Kahan, Vikramaditya S. Khanna, Michael Klausner, Reinier Kraakman, Donald C. Langevoort, Edward B. Rock, Mark J. Roe, Helen S. Scott
Faculty Scholarship
The Supreme Court has looked to the rights of corporate shareholders in determining the rights of union members and non-members to control political spending, and vice versa. The Court sometimes assumes that if shareholders disapprove of corporate political expression, they can easily sell their shares or exercise control over corporate spending. This assumption is mistaken. Because of how capital is saved and invested, most individual shareholders cannot obtain full information about corporate political activities, even after the fact, nor can they prevent their savings from being used to speak in ways with which they disagree. Individual shareholders have no “opt …
Anti-Primacy: Sharing Power In American Corporations,
2015
Georgetown University Law Center
Anti-Primacy: Sharing Power In American Corporations, Robert B. Thompson
Georgetown Law Faculty Publications and Other Works
Prominent theories of corporate governance frequently adopt primacy as an organizing theme. Shareholder primacy is the oldest and most used of this genre. Director primacy has grown dramatically, presenting in at least two distinct versions. A variety of alternatives have followed—primacy for CEOs, employees, creditors. All of these theories can’t be right. This article asserts that none of them are. The alternative developed here is one of shared power among the three actors named in corporations statutes with judges tasked to keep all players in the game. The debunking part of the article demonstrates how the suggested parties lack legal …
Disclosing Disclosure's Defects: Addressing Corporate Irresponsibility For Human Rights Impacts,
2015
University of Miami School of Law
Disclosing Disclosure's Defects: Addressing Corporate Irresponsibility For Human Rights Impacts, Marcia Narine
Articles
Although many people believe that the role of business is to maximize shareholder value, corporate executives and board members can no longer ignore their companies' human rights impacts on other stakeholders. Over the past four years, the role and responsibility of non-state actors such as multinationals has come under increased scrutiny. In 2011, the United Nations Human Rights Council unanimously endorsed the "UN Guiding Principles on Business and Human Rights," which outline the State duty to protect human rights, the corporate responsibility to respect human rights, and both the State and corporations' duties to provide remedies to parties. The Guiding …
Distinguishing Deductible Repairs From Capitalized Improvements: An Expectations Approach To The New Repair Regulations,
2015
University of Miami School of Law
Distinguishing Deductible Repairs From Capitalized Improvements: An Expectations Approach To The New Repair Regulations, George Mundstock, Thomas J. Korge
Articles
No abstract provided.
Loser Pays: The Latest Installment In The Battle-Scarred, Cliff-Hanging Survival Of The Rule 10b-5 Class Action,
2015
Columbia Law School
Loser Pays: The Latest Installment In The Battle-Scarred, Cliff-Hanging Survival Of The Rule 10b-5 Class Action, John C. Coffee Jr.
Faculty Scholarship
When I was an upper-year student at Yale Law School in the late 1960s, I was sometimes as undermotivated as contemporary upper-year law students regularly appear to be. But there was then an appropriate role model for us: a graduate student, brimming with efficiency and self-discipline, who occupied a carrel in the law library, seemingly working day and night on a special research project. He had piled law review articles and cases a foot or more about his carrel, and anyone walking by could see that he seemed obsessed with something called Rule 10b-5. I had dimly heard of this …
Convergence And Persistence In Corporate Law And Governance,
2015
Columbia Law School
Convergence And Persistence In Corporate Law And Governance, Jeffrey N. Gordon
Faculty Scholarship
This chapter discusses the question of “convergence or persistence” in corporate law and governance. It first considers efforts to measure convergence directly by focusing on the evolution of law-on-the-books governance provisions before analyzing capital market evidence on convergence, with particular emphasis on capital market indicators such as the decline in “cross-listings” onto US stock exchanges by firms from jurisdictions with weaker investor protection and the increase in initial public offerings (IPOs) on emerging market stock markets. The chapter proceeds by reviewing evidence of divergence, especially “divergence within convergence,” and the failure of the European Union to produce more convergent corporate …
Majority Control And Minority Protection,
2015
Columbia Law School
Majority Control And Minority Protection, Zohar Goshen, Assaf Hamdani
Faculty Scholarship
This chapter examines legal issues concerning majority control and minority protection in firms with concentrated ownership governance structures, with particular emphasis on the tradeoff between the goals of protecting minority shareholders and allowing controllers to pursue their vision and how corporate law should balance these conflicting goals. Focusing primarily on Delaware corporate law, it suggests that holding a control block allows majority shareholders to pursue their idiosyncratic vision in the manner they see fit, even against minority investors’ objections. Idiosyncratic vision refers to the subjective value that entrepreneurs attach to their business idea or vision, and this chapter considers its …
Innovation And The Role Of Public-Private Collaboration In Contract Governance: Governing Global Finance: Towards Contractual Governance,
2015
Columbia Law School
Innovation And The Role Of Public-Private Collaboration In Contract Governance: Governing Global Finance: Towards Contractual Governance, Katharina Pistor
Faculty Scholarship
The global financial crisis demonstrated the vulnerability, if not failure, of existing governance structures for financial markets. Even if it is true that financial crises cannot be avoided, there may be room for improving existing structures. This chapter suggests that such an improvement might lie in switching from exclusive, hierarchical, and coercive forms of governance to inclusive, horizontal, cooperative ones—and uses the shorthand ‘contractual governance’ for the latter. Starting from the presumption that new forms of governance are frequently born in crisis, the chapter analyses several responses to the crisis and asks whether they display features of alternative forms of …
