Business Organizations Law Commons^™

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, 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 …

The Fatal Design Defects Of L3cs, Daniel S. Kleinberger

Faculty Scholarship

This article argues that the L3C is an unnecessary and unwise contrivance, and it's very existence is inherently misleading. The notion that an L3C should have privileged status under the Internal Revenue Code (known as the Code) for access to tax-exempt foundation resources is inescapably at odds with the key policies that underpin the relevant Code sections, and L3Cs are not on track-let alone on a fast track-to receive special status under the Code. An ordinary limited liability company (LLC) can perform precisely the same functions proclaimed of L3Cs. In addition, because of technical flaws, the L3C legislation adopted to …

Ignoring The Writing On The Wall: The Role Of Enterprise Risk Management In The Economic Crisis, Michelle M. Harner

Faculty Scholarship

Enterprise risk management (ERM) targets overall corporate strategy and, when implemented correctly, can manage a corporation’s risk appetite and exposure. When ignored or underutilized, it can contribute to a corporation’s demise. In fact, many commentators point to ERM failures as contributing to the severity of the 2008 economic crisis. This essay examines the different approaches to ERM adopted by financial institutions affected by the 2008 economic crisis and how ERM contributed to the survival or failure of those firms. It then considers ERM in the broader context of corporate governance generally. This discussion reflects on ERM techniques for corporate boards …

Corporate Control And The Need For Meaningful Board Accountability, Michelle M. Harner

Faculty Scholarship

Corporations are vulnerable to the greed, self-dealing and conflicts of those in control of the corporation. Courts historically have regulated this potential abuse by designating the board of directors and senior management as fiduciaries. In some instances, however, shareholders, creditors or others outside of corporate management may influence corporate decisions and, in the process, extract corporate value. Courts generally address this type of corporate damage in one of two ways: they designate controlling shareholders as corporate fiduciaries and they characterize creditors, customers and others as contract parties with no fiduciary duties. The traditional roles of corporate shareholders and creditors may …

Saying What They Mean: The False Claims Act Amendments In The Wake Of Allison Engine, Jeremy E. Gersh

Journal of Business & Technology Law

No abstract provided.

Shareholder Democracy And The Curious Turn Toward Board Primacy, Grant M. Hayden, Matthew T. Bodie

Faculty Journal Articles and Book Chapters

Corporate law is consumed with a debate over shareholder democracy. The conventional wisdom counsels that shareholders should have more voice in corporate governance, in order to reduce agency costs and provide democratic legitimacy. A second set of theorists, described as “board primacists,” advocates against greater shareholder democracy and in favor of increased board discretion. These theorists argue that shareholders need to delegate their authority in order to provide the board with the proper authority to manage the enterprise and avoid short-term decision making.

In the last few years, the classical economic underpinnings of corporate law have been destabilized by a …

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, Meiring De Villiers

Fordham Journal of Corporate & Financial Law

No abstract provided.

Simultaneous Distress Of Residential Developers And Their Secured Lenders An Analysis Of Bankruptcy & Bank Regulation , Sarah Pei Woo

Fordham Journal of Corporate & Financial Law

No abstract provided.

Stretching The Limits Of Deal Protection Devices: From Omnicare To Wachovia, Eleonora Gerasimchuk

Fordham Journal of Corporate & Financial Law

No abstract provided.

A Dissent Dampened By Timing: How The Stock Market Exception Systematically Deprives Public , Jeff Goetz

Fordham Journal of Corporate & Financial Law

No abstract provided.

I.R.C. Section 7430 Attorney's Fees: Navigating Section 7430 And A Call For The Final Act, Jeffrey E. Ouijano, Rodney P. Mock

Fordham Journal of Corporate & Financial Law

No abstract provided.

In The Wake Of Empagran – Lights Out On Foreign Activity Falling Under Sherman Act Jurisdiction? Courts Carve Out A Prevailing Standard, Kelly L. Tucker

Fordham Journal of Corporate & Financial Law

No abstract provided.

Symposium: The Regulation Of Investment Funds, Andrew J. Donohue, Paul N. Roth, Mattew B. Siano, J.W. Verret

Fordham Journal of Corporate & Financial Law

Symposium: The Regulation Of Investment Funds

Barriers To Effective Risk Management, Michelle M. Harner

Faculty Scholarship

“As long as the music is playing, you’ve got to get up and dance. We’re still dancing.”**

This now infamous quote by Charles Prince, Citigroup’s former Chief Executive Officer, captures the high-risk, high-reward mentality and overconfidence that permeates much of corporate America. These attributes in turn helped to facilitate a global recession and some of the largest economic losses ever experienced in the financial sector. They also represent certain cognitive biases and cultural norms in corporate boardrooms and management suites that make implementing a meaningful risk culture and thereby mitigating the impact of future economic downturns a challenging proposition.

The …

Backdated Stock Options Ownership Impact On The Corporation, Management, & Shareholders, Karen Cascini, Alan Delfavero

WCBT Faculty Publications

In the post-Sarbanes-Oxley Act (SOx) world, there has been an unprecedented crackdown on fraudulent activity occurring within corporate America. During recent years, many companies have granted stock options to their executives and employees as part of compensation packages. While the issuance of stock options as a component of compensation is considered to be a legal practice, corruption has taken this corporate resource to unlawful heights. Recently, numerous corporations have been in the news for potentially backdating stock options. Accordingly, the purpose of this paper is to distinguish between legal and illegal aspects of backdating stock options, and to examine the …

Lecture At Fordham Corporate Law Center By William Dudley, President Of Federal Reserve Bank Of New York, William Dudley

Fordham Journal of Corporate & Financial Law

No abstract provided.

Risks And Hedges Of Providing Liquidity In Complex Securities: The Impact Of Insider Trading On Options Market Makers, Stanislav Dolgopolov

Fordham Journal of Corporate & Financial Law

No abstract provided.

Financial Statement Reporting Of Pending Litigation: Attorneys, Auditors, And Difference Of Opinions, W. R. Koprowski, Steven J. Arsenault, Michael Cipriano

Fordham Journal of Corporate & Financial Law

No abstract provided.