Corporate Power In The Public Eye: Reassessing The Implications Of Berle’S Public Consensus Theory,
2010
Seattle University School of Law
Corporate Power In The Public Eye: Reassessing The Implications Of Berle’S Public Consensus Theory, Marc T. Moore, Antoine Rebérioux
Seattle University Law Review
We analyze Berle’s overall corporate governance project in accordance with what we see as its four core sub-themes: (A) the limitations of external market forces as a constraint on managerial decision-making power; (B) the desirability of internal (corporate) over external (market) actors in allocating corporate capital; (C) civil society and the public consensus as a continuous informal check on managerial decision-making power; and (D) shareholder democracy (as opposed to shareholder primacy or shareholder wealth maximization) as a socially instrumental institution. We seek to debunk the popular misconception that Berle’s early work was a defense of the orthodox shareholder primacy paradigm …
Normative Justifications For Lax (Or No) Corporate Fiduciary Duties: A Tale Of Problematic Principles, Imagined Facts And Inefficient Outcomes,
2010
University of Kentucky
Normative Justifications For Lax (Or No) Corporate Fiduciary Duties: A Tale Of Problematic Principles, Imagined Facts And Inefficient Outcomes, Rutheford B. Campbell Jr.
Kentucky Law Journal
No abstract provided.
The Role Of Corporate Law In Preventing A Financial Crisis: Reflections On In Re Citigroup Inc. Shareholder Derivative Litigation,
2010
Pacific McGeorge School of Law
The Role Of Corporate Law In Preventing A Financial Crisis: Reflections On In Re Citigroup Inc. Shareholder Derivative Litigation, Franklin A. Gevurtz
McGeorge School of Law Scholarly Articles
No abstract provided.
Back To The Future: Rediscovering Equitable Discretion In Trademark Cases,
2010
Notre Dame Law School
Back To The Future: Rediscovering Equitable Discretion In Trademark Cases, Mark P. Mckenna
Journal Articles
Courts in recent years have increasingly made blunt use of their equitable powers in trademark cases. Rather than limiting the scope of injunctive relief so as to protect the interests of a mark owner while respecting the legitimate interests of third parties and of consumers, courts in most cases have viewed injunctive relief in binary terms. This is unfortunate, because greater willingness to tailor injunctive relief could go a long way to mitigating some of the most pernicious effects of trademark law’s modern expansion. This Essay urges courts to reverse this trend towards crude injunctive relief, and to re-embrace their …
Freeze-Outs: Transcontinental Analysis And Reform Proposals,
2010
Penn State Law
Freeze-Outs: Transcontinental Analysis And Reform Proposals, Marco Ventoruzzo
Faculty Scholarship
One of the most crucial, but systematically neglected, comparative differences between corporate law systems in Europe and in the United States concerns the regulations governing freeze-out transactions in listed corporations. Freeze-outs can be defined as transactions in which the controlling shareholder exercises a legal right to buy out the shares of the minority, and consequently delists the corporation and brings it private. Beyond this essential definition, the systems diverge profoundly.
This gap exists despite the fact that minority freeze-outs are one of the most debated issues in corporate law, in the public media, in a vast body of scholarly work …
Corporate War Crimes: Prosecuting Pillage Of Natural Resources,
2010
Allard School of Law at the University of British Columbia
Corporate War Crimes: Prosecuting Pillage Of Natural Resources, James G. Stewart
All Faculty Publications
Pillage means theft during war. Although the prohibition against pillage dates to antiquity, pillaging is a modern war crime that can be enforced before international and domestic criminal courts. Following World War II, several businessmen were convicted for the pillage of natural resources. And yet modern commercial actors are seldom held accountable for their role in the illegal exploitation of natural resources from modern conflict zones, even though pillage is prosecuted as a matter of course in other contexts. This book offers a doctrinal road-map of the law governing pillage as applied to the illegal exploitation of natural resources by …
In Defence Of The Sphere Of Influence: Why The Wgsr Should Not Follow Professor Ruggie's Advice On Defining The Scope Of Social Responsibility,
2010
Allard School of Law at the University of British Columbia
In Defence Of The Sphere Of Influence: Why The Wgsr Should Not Follow Professor Ruggie's Advice On Defining The Scope Of Social Responsibility, Stepan Wood
All Faculty Publications
The Working Group on Social Responsibility (WGSR) of the International Organization for Standardization (ISO) will meet in Copenhagen from May 17 to 21, 2010 for what is likely to be its last meeting to work on ISO 26000, an international guide on social responsibility. One of the central challenges for the WGSR is to define the scope of an organization’s responsibility for human rights abuses committed by third parties. ISO 26000, approved by a large majority in a recent "Draft International Standard" ballot, answers this question largely in terms of an organization’s degree of control or influence over others’ conduct. …
Corporate Law In The Shanghai People's Courts, 1992-2008: Judicial Autonomy In A Contemporary Authoritarian State,
2010
University of Michigan Law School
Corporate Law In The Shanghai People's Courts, 1992-2008: Judicial Autonomy In A Contemporary Authoritarian State, Nicholas C. Howson
Articles
In late 2005 China adopted a largely rewritten Company Law that radically increased the role of courts. This study, based on a review of more than 1000 Company Law-related disputes reported between 1992 and 2008 and extensive interactions with PRC officials and sitting judges, evaluates how the Shanghai People's Court system has fared over 15 years in corporate law adjudication. Although the Shanghai People's Courts show generally increasing technical competence and even intimations of political independence, their path toward institutional autonomy is inconsistent. Through 2006, the Shanghai Court system demonstrated significantly increased autonomy. After 2006 and enactment of the new …
The Attack On Nonprofit Status: A Charitable Assessment,
2010
University of Michigan Law School
The Attack On Nonprofit Status: A Charitable Assessment, James R. Hines Jr., Jill R. Horwitz, Austin Nichols
Articles
American nonprofit organizations receive favorable tax treatment, including tax exemptions and tax-deductibility of contributions, in return for their devotion to charitable purposes and restrictions not to distribute profits. Recent efforts to extend some or all of these tax benefits to for-profit companies making social investments, including the creation of the new hybrid nonprofit/for-profit company form known as the Low-Profit Limited Liability Company, threaten to undermine the vitality of the nonprofit sector and the integrity of the tax system. Reform advocates maintain that the ability to compensate executives based on performance and to distribute profits when attractive investment opportunities are scarce …
Reflections On Section 5 Of The Ftc Act And The Ftc's Case Against Intel,
2010
University of Michigan Law School
Reflections On Section 5 Of The Ftc Act And The Ftc's Case Against Intel, Daniel A. Crane
Articles
The Federal Trade Commission’s (“FTC’s”) unprecedented enforcement action against Intel raises profound issues concerning the scope of the FTC’s powers to give a construction to Section 5 of the FTC Act that goes beyond the substantive reach of the Sherman Act. While I have urged the FTC to assert such independence from the Sherman Act, this is the wrong case to make a break. Indeed, if anything, Intel poses a risk of seriously setting back the development of an independent Section 5 power by provoking a hostile appellate court to rebuke the FTC’s effort and cabin the FTC’s powers in …
Organizational Liability And The Tension Between Corporate And Criminal Law,
2010
Brooklyn Law School
Organizational Liability And The Tension Between Corporate And Criminal Law, Miriam H. Baer
Faculty Scholarship
No abstract provided.
Freeze-Outs: Transcontinental Analysis And Reform Proposals,
2010
Penn State Law
Freeze-Outs: Transcontinental Analysis And Reform Proposals, Marco Ventoruzzo
Faculty Scholarship
One of the most crucial, but systematically neglected, comparative differences between corporate law systems in Europe and in the United States concerns the regulations governing freeze-out transactions in listed corporations. Freeze-outs can be defined as transactions in which the controlling shareholder exercises a legal right to buy out the shares of the minority, and consequently delists the corporation and brings it private. Beyond this essential definition, the systems diverge profoundly. This gap exists despite the fact that minority freeze-outs are one of the most debated issues in corporate law, in the public media, in a vast body of scholarly work …
Multiple Gatekeepers,
2010
Washington University in St. Louis School of Law
Multiple Gatekeepers, Andrew F. Tuch
Scholarship@WashULaw
In the context of business transactions, gatekeepers are lawyers, investment bankers, accountants and other actors with the capacity to monitor and control the disclosure decisions of their clients – and thereby to deter corporate securities fraud. After each wave of corporate upheaval, including the recent financial crisis, the spotlight of responsibility invariably falls on gatekeepers for failing to avert the wrongs of their clients. A rich vein of literature has considered what liability regime would lead gatekeepers to deter securities fraud optimally, but has overlooked the phenomenon that multiple interdependent gatekeepers act on business transactions and thus form an interlocking …
The Case For Employee Referenda On Transformative Transactions As Shareholder Proposals,
2010
Saint Louis University School of Law
The Case For Employee Referenda On Transformative Transactions As Shareholder Proposals, Matthew T. Bodie
All Faculty Scholarship
This Comment describes and advocates for employee referenda as implemented through a SEC Rule 14a-8 shareholder proposal. The proposal provides for a nonbinding referendum amongst all employees whenever the corporation's shareholders must vote to approve a merger, acquisition, sale of substantially all assets, or other transformative transaction. The purpose of the referendum is to provide employees with a voice in the transaction and to provide shareholders with a mechanism for tapping into employee sentiment. Because the referendum would be nonbinding, it is best viewed as an informational tool for shareholders and employees to use in policing management's transactions. Given the …
Accountable Care Organizations: A New New Thing With Some Old Problems,
2010
Saint Louis University School of Law
Accountable Care Organizations: A New New Thing With Some Old Problems, Thomas L. Greaney
All Faculty Scholarship
When pressed for evidence that the proposed health reform legislation will control costs, proponents invariably cite the numerous pilot programs and other innovations in Medicare payment policy contained in the bill. At first blush, the ACO model seems well designed to foster competition among providers. Not unlike health maintenance organizations and other integrated delivery forms, ACOs assume responsibility for coordinating care and thus have strong incentives to provide cost effective care and to do so in a manner that is transparent and hospitable to comparative shoppers. But at the same time, the path of ACO development could prove profoundly anti-competitive. …
Fungsi Majlis Penasihat Syariah Dalam Amalan Perbankan Islam Di Malaysia : Kajian Terhadap Bank Muamalat Malaysia Berhad Dan Rhb Islamic Bank Berhad.,
2010
Universiti Malaya
Fungsi Majlis Penasihat Syariah Dalam Amalan Perbankan Islam Di Malaysia : Kajian Terhadap Bank Muamalat Malaysia Berhad Dan Rhb Islamic Bank Berhad., Ahmad Faizol Ismail
Student Works (2010-2019)
The Syariah Advisory Council (SAC) is an advisory board established to provide an Islamic views on products offered by the banks. SAC supports these banks by ensuring that products and services provided are complied with the Islamic Law. The SAC has an important functions related to the Islamic mucamalat tenets. These functions include two aspects which are the aspect of Islamic legal setting or fatwa, and aspect of field monitoring on the implementation and application of fatwa that have been enforced. These aspects are rules by special committee, the committee for fatwa and research and the committee of implementation and …
Preserving The Corporate Attorney-Client Privilege,
2010
Penn State Law
Preserving The Corporate Attorney-Client Privilege, Katrice Bridges Copeland
Faculty Scholarship
This Article argues that, while legislation such as the Attorney-Client Privilege Protection Act ("ACPPA") is necessary to preserve that corporate attorney-client privilege, any such legislation must include judicial oversight to deter prosecutorial misconduct effectively. Part II examines the costs and benefits of granting corporations the attorney-client privilege in criminal investigations. It concludes that the benefits of the privilege fat outweigh the costs and that the privilege must be safeguarded from unnecessary infringement. Part III traces the evolution of the DOJ's waiver policies that have threatened the corporate attorney-client privilege. It also examines the costs and benefits of the waiver policy …
How Many Fiduciary Duties Are There In Corporate Law?,
2010
Notre Dame Law School
How Many Fiduciary Duties Are There In Corporate Law?, Julian Velasco
Journal Articles
Historically, there were two main fiduciary duties in corporate law, care and loyalty, and only the duty of loyalty was likely to lead to liability. In the 1980s and 1990s, the Delaware Supreme Court breathed life into the duty of care, created a number of intermediate standards of review, elevated the duty of good faith to equal standing with care and loyalty, and announced a unified test for review of breaches of fiduciary duty. The law, which once seemed so straightforward, suddenly became elaborate and complex. In 2006, in the case of Stone v. Ritter, the Delaware Supreme Court rejected …
Iss Recommendations And Mutual Fund Voting On Proxy Proposals,
2010
Vanderbilt University Law School
Iss Recommendations And Mutual Fund Voting On Proxy Proposals, Randall S. Thomas, James Cotter, Alan Palmiter
Vanderbilt Law School Faculty Publications
This article analyzes mutual fund voting data from 2003-2008, the first five proxy seasons for which this data is available, and seeks to identify the extent to which mutual funds vote consistently with the voting recom- mendations of RiskMetrics' ISS Corporate Governance Services (ISS). We compare voting by mutual funds to voting by all shareholders during this time period and then focus on mutual fund voting on non-election and non-routine proxy proposals-both those submitted by management and by shareholders. The questions we examine are: (1) Over the past five voting seasons, have mutual funds (and shareholders generally) voted on proxy …
Disputing Limited Liability,
2010
Washington University School of Law
Disputing Limited Liability, Christina L. Boyd, David A. Hoffman
Scholarship@WashULaw
This project presents six years of hand-collected federal district court data to analyze the first representative sample of veil piercing litigation. Our method identifies veil piercing complaints through Westlaw's trial pleadings database and codes each case through a detailed examination of PACER records. We test a variety of hypotheses to understand how such litigations are resolved. We find that plaintiffs succeed quite often in veil piercing litigation, if success is defined as winning on motions that do not terminate a case. A variety of legal and extra-legal factors predict such interstitial veil piercing successes. Voluntary creditor causes of action promote …
