Enduring Equity In The Close Corporation,
2011
Washington and Lee University School of Law
Enduring Equity In The Close Corporation, Lyman P.Q. Johnson
Scholarly Articles
This Article develops the theme of change/sameness in corporate law. Written to commemorate the thirty-fifth anniversary of Wilkes v. Springside Nursing Home, Inc., the Article argues that the equitable fiduciary duties so central to Wilkes endure today in the close corporation precisely because equity, by its nature, is so exquisitely adaptive – under constantly changing circumstances − to the ongoing pursuit of a just ordering within the corporation. Unlike fixed legal rules – which are categorical, static, and do not take sufficient account of changes wrought by time or human arationality – equity is malleable and timely as it reckons …
Two Models Of Corporate Social Responsibility,
2011
Washington and Lee University School of Law
Two Models Of Corporate Social Responsibility, David K. Millon
Scholarly Articles
The article discusses the two perspectives of corporate social responsibility (CSR). It states that the constituency model of CSR focus on the constituent elements of the company including shareholders, senior management, and employees. It mentions that the sustainability approach to CSR focus on the external relationships as well as the long-run sustainability of the company.
Delaware's Non-Waivable Duties,
2011
Washington and Lee University School of Law
Delaware's Non-Waivable Duties, Lyman P. Q. Johnson
Scholarly Articles
This Article disputes the view - seemingly settled among scholars, judges, and lawyers - that recently - enacted statutes in Delaware legally permit fiduciary duties to be waived in noncorporate business associations. The argument is a rarity in business law because it is a constitutional argument, not one initially based on policy considerations or statutory interpretation, and it seeks to harmonize judicial review of fiduciary duties in noncorporate businesses with that in Delaware corporations, where waivers are not permitted. Delaware’s Constitution vests the Delaware Court of Chancery with general equity jurisdiction and powers of a kind that cannot be curtailed …
Benefit Corporations -- A Sustainable Form Of Organization?,
2011
Brooklyn Law School
Benefit Corporations -- A Sustainable Form Of Organization?, Dana Brakman Reiser
Faculty Scholarship
No abstract provided.
Good Faith In Revlon-Land,
2011
Washington and Lee University School of Law
Good Faith In Revlon-Land, Christopher M. Bruner
Scholarly Articles
The Delaware Supreme Court has set a very high hurdle for plaintiffs challenging directors' good faith in the sale of a company. In Lyondell Chemical Company v. Ryan, the court held that unconflicted directors could be found to have breached the good faith component of their duty of loyalty in the transactional context only if they "knowingly and completely failed to undertake," and "utterly failed to attempt" to discharge their duties.
In this essay I argue that the Lyondell standard effectively imports into the transactional context the exacting standard previously applied in the oversight context — a move clearly aimed …
Recent Developments Concerning Preferred Stockholder Rights Under Delaware Law,
2011
Nova Southeastern University - Shepard Broad Law Center
Recent Developments Concerning Preferred Stockholder Rights Under Delaware Law, Marilyn Blumberg Cane, Joong-Sik Choi, Scott B. Gitterman
Faculty Scholarship
This is a timely article focusing on the conflicting duties owed to preferred and common stockholders. Delaware is the leading corporate law jurisdiction in the United States. Preferred stock is a key component in angel and venture capital transactions. Historically the Delaware courts have accepted as a general principle the proposition that since the preferred rights are contractual in nature, they must be expressly defined in the preferred stock contract in order for the preferred to successfully assert those rights. Accordingly, the directors owe correlative duties to the preferred to the extent that the rights are articulated in the contract. …
Somebody's Watching Me: Fcpa Monitorships And How They Can Work Better,
2011
Notre Dame Law School
Somebody's Watching Me: Fcpa Monitorships And How They Can Work Better, F. Joseph Warin, Michael S. Diamant, Veronica S. Root
Journal Articles
This article explores the rise of the corporate compliance monitor as a condition for settling violations of the U.S. Foreign Corrupt Practices Act (“FCPA”) — a setting in which federal prosecutors routinely impose monitors. If U.S. enforcement authorities maintain their current approach, the reality is that companies facing liability for violating the FCPA are likely to have a monitor imposed on them as part of a settlement agreement. From the U.S. government’s perspective, monitorships make sense for companies that violate anti-bribery laws, making it important for offending corporations to learn how to deal with monitors. Pulling from the authors’ extensive …
Webcaster Ii: A Case Study Of Business To Business Rate Setting By Formal Rulemaking,
2011
UC Law SF
Webcaster Ii: A Case Study Of Business To Business Rate Setting By Formal Rulemaking, Andrew D. Stephenson
UC Law Business Journal
This note argues that The Copyright Royalty and Distribution Reform Act of 2004 is unsuccessful at achieving its goal of an effective administrative system for determining copyright royalty rates between the private parties that make up copyright owners and copyright users. To prove this, the note analyzes the Copyright Royalty Board's rate-setting in the proceeding, coined Webcaster II, announced February 16, 2005, the final rule and order determined on May 1, 2007, and the subsequent decision of the D.C. Circuit Court of Appeals issued on August 7, 2009.
Paying For Daniel Webster: Critiquing The Contract Model Of Advancement Of Legal Fees In Criminal Proceedings,
2011
UC Law SF
Paying For Daniel Webster: Critiquing The Contract Model Of Advancement Of Legal Fees In Criminal Proceedings, Regina Robson
UC Law Business Journal
This article examines the contract paradigm used to structure the advancement of legal fees to employees facing criminal investigation. It posits that the current contract model does little to advance the traditional goals of advancement and prevents consideration of the legitimate purpose of advancement: to support fair and efficient prosecution of white-collar crimes. The article proposes adoption of a duty paradigm as an alternative to the contract analysis of advancement. It argues that the use of a duty model will allow for a reevaluation of the purpose of advancement in whitecollar criminal proceedings and will encourage conscious consideration of legitimate …
Can The Rich Fend For Themselves?: Inconsistent Treatment Of Wealthy Investors Under The Private Fund Investment Advisers Registration Act Of 2010, Vijay Sekhon
UC Law Business Journal
In this comment, the author analyzes the inconsistent regulation of wealthy investors under the federal securities laws in light of the passage of the Private Fund Investment Advisers Registration Act of 2010. After summarizing the exemptions in the federal securities laws for wealthy investors and providing an overview of private equity and hedge funds, the author summarizes the regulation of private equity and hedge funds under the Private Fund Registration Act of 2010 and analyzes this regulation in light of the exemptions in the federal securities laws for wealthy investors. The author concludes with policy recommendations to eliminate the inconsistent …
Commentary: Campaign Finance In The Wake Of Citizens United, 44 J. Marshall L. Rev. 583 (2011),
2011
UIC School of Law
Commentary: Campaign Finance In The Wake Of Citizens United, 44 J. Marshall L. Rev. 583 (2011), Thomas E. Mann
UIC Law Review
No abstract provided.
A Capitalist Joker: The Strange Origins, Disturbing Past, And Uncertain Future Of Corporate Personhood In American Law, 44 J. Marshall L. Rev. 643 (2011),
2011
UIC School of Law
A Capitalist Joker: The Strange Origins, Disturbing Past, And Uncertain Future Of Corporate Personhood In American Law, 44 J. Marshall L. Rev. 643 (2011), David H. Gans, Douglas T. Kendall
UIC Law Review
No abstract provided.
So What If Corporations Aren't People?, 44 J. Marshall L. Rev. 701 (2011),
2011
UIC School of Law
So What If Corporations Aren't People?, 44 J. Marshall L. Rev. 701 (2011), Ilya Shapiro, Caitlyn W. Mccarthy
UIC Law Review
No abstract provided.
Citizens United And Tiered Personhood, 44 J. Marshall L. Rev. 717 (2011),
2011
UIC School of Law
Citizens United And Tiered Personhood, 44 J. Marshall L. Rev. 717 (2011), Atiba R. Ellis
UIC Law Review
No abstract provided.
The New Threat To Financial Reform: The End-User Exception To Dodd-Frank Mandatory Swap Clearance, 45 J. Marshall L. Rev. 117 (2011),
2011
UIC School of Law
The New Threat To Financial Reform: The End-User Exception To Dodd-Frank Mandatory Swap Clearance, 45 J. Marshall L. Rev. 117 (2011), Jeremy A. Liabo
UIC Law Review
No abstract provided.
More Than Best Friends: Expansion Of Global Law Firms Into The Indian Legal Market,
2011
Northwestern Pritzker School of Law
More Than Best Friends: Expansion Of Global Law Firms Into The Indian Legal Market, Chris Vena
Northwestern Journal of International Law & Business
Over the past half century, there has been an accelerating trend towards liberalization in the legal services industry. International free trade agreements have sought to promote open markets for legal services. The United States, United Kingdom, many European countries, Australia, Japan, Russia, China, and Singapore have all opened their legal markets to foreign law firms. India is something of an anomaly in this regard. Although it has one of the world's largest economies and has benefited greatly from liberalization in many industries, India's legal industry remains closed. Competition for foreign capital with other developing nations, particularly China, makes this an …
Russia's Lack Of American-Style Agency Priciples: A Primary Cause Of Corporate Governance Problems Today,
2011
University of South Carolina
Russia's Lack Of American-Style Agency Priciples: A Primary Cause Of Corporate Governance Problems Today, C. Keith Marshall Jr.
South Carolina Journal of International Law and Business
No abstract provided.
The Future Of Hedge Fund Regulation: A Comparative Approach: United States, United Kingdom, France, Italy, And Germany,
2011
Cleary Gottlieb Steen & Hamilton
The Future Of Hedge Fund Regulation: A Comparative Approach: United States, United Kingdom, France, Italy, And Germany, Anne Riviere
Richmond Journal of Global Law & Business
No abstract provided.
The Rise Of The Corporation, The Birth Of Public Relations, And The Foundations Of Modern Political Economy,
2011
California Western School of Law
The Rise Of The Corporation, The Birth Of Public Relations, And The Foundations Of Modern Political Economy, Donald J. Smythe
Faculty Scholarship
No abstract provided.
Creating A Plug-In Electric Vehicle Industry Cluster In Michigan: Prospects And Policy Options,
2011
University of Michigan
Creating A Plug-In Electric Vehicle Industry Cluster In Michigan: Prospects And Policy Options, Thomas P. Lyon, Russell A. Baruffi Jr.
Michigan Telecommunications & Technology Law Review
This Article seeks to examine how policy can be used strategically to foster the development of a plug-in electric vehicle ("PEV") industry cluster in Michigan. The tendency for certain industries to localize in particular regions has captured the interest of much economic research and policy discussion in recent years. The trend toward the clustering of new industries has stayed strong despite the acceleration of globalization. Attention to clusters has proven to be an enduring theme in economic development circles for nearly thirty years. Clusters generate synergies that make industrial activity greater than the sum of contributions by individual players. In …
