Can An Old Dog Learn New Tricks? Applying Traditional Corporate Law Principles To New Social Enterprise Legislation,
2012
Georgetown University Law Center
Can An Old Dog Learn New Tricks? Applying Traditional Corporate Law Principles To New Social Enterprise Legislation, Alicia E. Plerhoples
Georgetown Law Faculty Publications and Other Works
Seven U.S. states have recently adopted the benefit corporation or the flexible purpose corporation—two novel corporate forms intended to house social enterprises, i.e., those ventures that pursue social and environmental missions along with profits. And yet, these corporate forms are not viable or sustainable if they do not attract social entrepreneurs or social investors due to the lack of understanding and inquiry into how traditional corporate law principles will be applied to them. This article begins this necessary examination. As a first approach, this article assesses shareholder primacy and the shareholder wealth maximization norm in the context of the sale …
Alien Tort Claims And The Status Of Customary International Law,
2012
Georgetown University Law Center
Alien Tort Claims And The Status Of Customary International Law, Carlos Manuel Vázquez
Georgetown Law Faculty Publications and Other Works
Much of the recent debate about the status of customary international law in the U.S. legal system has revolved around the alien tort provision of the Judiciary Act of 1789, currently section 1350 of Title 28. In Filártiga v. Peńa-Irala, the decision that launched modern human rights litigation in the United States, the Court of Appeals for the Second Circuit relied on the view that customary international law has the status of federal common law in upholding section 1350’s grant of federal jurisdiction over a suit between aliens. The court’s position that customary international law was federal law was …
Incorporating Litigation Perspectives To Enhance The Business Associations Course,
2012
Saint Louis University School of Law
Incorporating Litigation Perspectives To Enhance The Business Associations Course, Ann M. Scarlett
All Faculty Scholarship
This Article discusses having students in a Business Associations course think about the potential risks of a business decision, including consideration of the multiple perspectives that might produce litigation, as a method for enhancing students understanding of the new legal norms for businesses and the process for advising businesses.
The Post-Revolutionary Period In Corporate Law: Returning To The Theory Of The Firm,
2012
Saint Louis University School of Law
The Post-Revolutionary Period In Corporate Law: Returning To The Theory Of The Firm, Matthew T. Bodie
All Faculty Scholarship
Law and economics revolutionized the study of corporate law. However, while modern finance theory and attendant empirical research continue to explore the effects of law on shareholder value, the theory of the firm literature has been underutilized. This paper, presented as part of the Berle III: Theory of the Firm Symposium at Seattle University School of Law, argues that corporate law scholars should turn their attention back to this literature and develop a deeper understanding of the corporation as firm.
The Bizarre Law & Economics Of 'Business Roundtable V. Sec',
2012
Southern Methodist University - Dedman School of Law
The Bizarre Law & Economics Of 'Business Roundtable V. Sec', Grant M. Hayden, Matthew T. Bodie
All Faculty Scholarship
Corporations are legal entities designed to foster certain kinds of collective economic activity. The decisionmaking power within a corporation ultimately rests with a board of directors elected by shareholders. Shareholders, however, do not use anything like a conventional ballot in these elections; instead, they fill out a “proxy ballot,” delivered to them by the incumbent board. This proxy ballot lists only the incumbent board’s chosen nominees, very often the board members themselves. If a shareholder wants to run for director or propose another nominee for the board, she needs to provide all other shareholders with a separate proxy ballot — …
American Legal History Survey: Syllabus,
2012
Saint Louis University School of Law
American Legal History Survey: Syllabus, Anders Walker
All Faculty Scholarship
This syllabus provides an overview of American Legal History, focusing on the manner in which law has been used to organize American society. Several themes will be traced through the semester, including law’s role in encouraging innovation and regulating social relations, in part through the elaboration of legal disciplines like property, tort, contract, criminal law, tax, business associations, administrative law, environmental law, securities regulation, commercial law, immigration, and health law. Emphasis will also be placed on the origins and evolution of constitutional law, from the founding to the present.
Delaware Court Of Chancery: Change, Continuity – And Competition,
2012
Columbia Law School
Delaware Court Of Chancery: Change, Continuity – And Competition, John C. Coffee Jr.
Faculty Scholarship
For Delaware, it is the best of times and the worst of times. The institutional prestige of the Delaware Court of Chancery has never been higher. Under the leadership of Chancellors Allen, Chandler and Strine, the court has converted many (and possibly most) of the academics, who once tended to be skeptical of Delaware. Academics and practitioners alike have been impressed by both the depth and thoughtfulness of the court of chancery's decisions and the hardworking style of its vice chancellors (who regularly seem able to turn out lengthy decisions in days that would take many federal circuit courts months …
The Measure Of A Mac: A Quasi-Experimental Protocol For Tokenizing Force Majeure Clauses In M&A; Agreements,
2012
Columbia Law School
The Measure Of A Mac: A Quasi-Experimental Protocol For Tokenizing Force Majeure Clauses In M&A; Agreements, Eric L. Talley, Drew O'Kane
Faculty Scholarship
This paper develops a protocol for using a familiar data set on force majeure provisions in corporate acquisitions agreements to tokenize and calibrate a machine-learning algorithm of textual analysis. Our protocol, built on regular expression (RE) and latent semantic analysis (LSA) approaches, serves to replicate, correct, and extend the hand-coded data. Our preliminary results indicate that both approaches perform well, though a hybridized approach improves predictive power further. Monte Carlo simulations suggest that our results are generally robust to out-of-sample predictions. We conclude that similar approaches could be used more broadly in empirical legal scholarship, especially including in business law.
Sour Chocolate: The U.K. Takeover Panel's Improper Reaction To Kraft's Acquisition Of Cadbury,
2011
Brigham Young University Law School
Sour Chocolate: The U.K. Takeover Panel's Improper Reaction To Kraft's Acquisition Of Cadbury, Michael R. Patrone
Brigham Young University International Law & Management Review
No abstract provided.
Business Associations,
2011
Mercer University School of Law
Business Associations, Paul A. Quirós, Lynn S. Scott, Jane E. Ledlie
Mercer Law Review
This Article surveys noteworthy cases in the area of corporate, limited liability company, partnership, agency, and joint venture law decided between June 1, 2010 and May 31, 2011, by the Georgia Supreme Court, the Georgia Court of Appeals, the United States Court of Appeals for the Eleventh Circuit, and the United States District Courts located in Georgia. In addition, this Article provides an overview of important enactments during the 2011 session of the Georgia General Assembly to the Official Code of Georgia Annotated (O.C.G.A.) with respect to banking, finance, contracts, corporation, partnership, and business associations statutes
Adverse Publicity By Administrative Agencies In The Internet Era,
2011
Brigham Young University Law School
Adverse Publicity By Administrative Agencies In The Internet Era, Nathan Cortez
BYU Law Review
Nearly forty years ago, Ernest Gellhorn documented the potentially devastating impact that can occur when federal agencies issue adverse publicity about private parties. Based on his article, the Administrative Conference of the United States recommended that courts, Congress, and agencies hold agencies to clear standards for issuing such publicity. In the decades since, some agencies have adopted standards, but most have not, and neither the courts nor Congress has intervened to impose standards. Today, agencies continue to use countless forms of publicity to pressure alleged regulatory violators and to amplify their overall enforcement powers—all without affording due process or other …
The Diminishing Returns Of Incentive Pay In Executive Compensation Contracts,
2011
University of Georgia School of Law
The Diminishing Returns Of Incentive Pay In Executive Compensation Contracts, Gregg D. Polsky, Andrew Lund
Scholarly Works
For the past 30 years, the conventional wisdom has been that executive compensation packages should include very large proportions of incentive pay. This incentive pay orthodoxy has become so firmly entrenched that the current debates about executive compensation simply take it as a given. We argue, however, that in light of evolving corporate governance mechanisms, the marginal net benefit of incentive-laden pay packages is both smaller than appreciated and getting smaller over time. As a result, the assumption that higher proportions of incentive pay are beneficial is no longer warranted.
A number of corporate governance mechanisms have evolved to duplicate …
Wage Taxes And Compensating S Corporation Officers And Members Of Llcs And Llps,
2011
William & Mary Law School
Wage Taxes And Compensating S Corporation Officers And Members Of Llcs And Llps, John W. Lee
William & Mary Annual Tax Conference
No abstract provided.
Compensating Employees And Employee Owners, And Avoiding Problems With Payroll Tax And Executive Compensation Audits,
2011
William & Mary Law School
Compensating Employees And Employee Owners, And Avoiding Problems With Payroll Tax And Executive Compensation Audits, Mary B. Hevener
William & Mary Annual Tax Conference
No abstract provided.
A Comparison Of Partnership And S Corporation Exit Transactions,
2011
William & Mary Law School
A Comparison Of Partnership And S Corporation Exit Transactions, Mark J. Silverman, Aaron P. Nocjar
William & Mary Annual Tax Conference
No abstract provided.
Real Estate Partnership And Llc Divorces,
2011
William & Mary Law School
Real Estate Partnership And Llc Divorces, Cameron N. Cosby, Brian J. O'Connor
William & Mary Annual Tax Conference
No abstract provided.
Summary Of Canarelli V. Dist. Ct., 127 Nev. Adv. Op. 72,
2011
Nevada Law Journal
Summary Of Canarelli V. Dist. Ct., 127 Nev. Adv. Op. 72, Cameron Daw
Nevada Supreme Court Summaries
A petition for a writ of certiorari or mandamus challenging the district court’s order to force Petitioner to serve as trustee for a dissolved corporation in a construction defect action.
Re-Appraising The Appraisers: Expanding Liability To Buyers And Borrowers In The Story Of The 2008 Financing Industry Crisis,
2011
Elisabeth Haub School of Law at Pace University
Re-Appraising The Appraisers: Expanding Liability To Buyers And Borrowers In The Story Of The 2008 Financing Industry Crisis, Shelby D. Green
Elisabeth Haub School of Law Faculty Publications
On the surface, suing in negligence seems the most promising avenue for recovery against appraisers, because liability depends on an examination of defendant's conduct alone and does not require an examination or defendant's mental state to show intent or agreement. But historically insuperable hurdles have operated to prevent recovery under this seemingly simple cause of action. One hurdle is lack of privity. The appraiser's legal relationship is with the hiring party--the lender--to assess the risks of the loan transaction and not with the purchaser, who may rely on the appraisal in making the decision to purchase. Because of the lack …
The Corporate Governance Of Iconic Executives,
2011
University of Florida Levin College of Law
The Corporate Governance Of Iconic Executives, Tom C.W. Lin
UF Law Faculty Publications
This Essay explores the special corporate governance challenges posed by iconic executives. Iconic executives are complex, bittersweet figures in corporate governance narratives. They are alluring, larger-than-life corporate figures who often govern freely. Iconic executives frequently rule like monarchs over their firms, offering lofty promises to shareholders, directors, and managers under their reign. But like many stories of powerful and influential figures, the narratives of iconic executives also contain adversity and danger. Part of the acquiescence and enchantment with such figures is rooted in the virtuous promises embodied by their presence, promises of unity, accountability, and effectiveness in corporate governance. Unfortunately, …
Corporate And Business Law,
2011
Williams Mullen, Richmond, Virginia
Corporate And Business Law, Laurence V. Parker
University of Richmond Law Review
In the 2011 session, the Virginia General Assembly passed House Bill 2358, Benefit Corporations, to be codified as article 22 (the "Benefit Corporations Article") of the Virginia Stock Corporation Act ("VSCA"). The Benefit Corporations Article is largely based on legislation prepared in other states and allows a Virginia corporation to elect in its articles of incorporation to be treated as a "benefit corporation." These for-profit corporations are required to pursue not only profitability but also a general public benefit and, if one so elects, one or more specific public benefits. In Section II of this article, the author discusses the …
