Business Organizations Law Commons^™

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.

Organizational Liability And The Tension Between Corporate And Criminal Law, Miriam H. Baer

Faculty Scholarship

No abstract provided.

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 …

Reply: Clawback To The Future, Miriam A. Cherry, Jarrod Wong

Faculty Publications

(Excerpt)

In Clawbacks: Prospective Contract Measures in an Era of Excessive Executive Compensation and Ponzi Schemes (the “Article”), we undertook the task of proposing a doctrine of clawbacks that would not only furnish a framework for analyzing the term more systematically, but would also describe the ways the doctrine would relate to established rules of contract law. With his response, In the Shadow of the Omnipresent Claw: In Response to Professors Cherry & Wong (the “Response”), Michael Macchiarola has provided us with an opportunity to articulate these thoughts on the doctrine of clawbacks further, and for that opportunity and his …

African-American Entrepreneurs: Integration, Education, And Exclusion, Cheryl L. Wade

Faculty Publications

(Excerpt)

In this Article, I describe some of the subtle, obscure, and hidden challenges that African-American entrepreneurs face by providing the narratives of three African-American businesspeople. Two of the narratives are about African Americans who started businesses in the first half of the twentieth century. Theirs is a success story. Their businesses thrived. Yet, for a variety of reasons, the success these two entrepreneurs enjoyed would be unlikely today, even with the legislation and policy initiatives enacted in the latter half of the twentieth century and aimed at providing access to opportunities for people of color. The third narrative is …

Conceptualizing The Home State Duty To Protect Human Rights, Sara Seck

Articles, Book Chapters, & Popular Press

The Special Representative to the UN Secretary-General on Business and Human Rights (SRSG) has identified the State duty to protect against human rights abuses by non-State actors, including business, as one of the fundamental pillars of the Framework for Business and Human Rights [Framework].1 The Framework “rests on differentiated but complementary responsibilities”, and is comprised of three “core principles”: the State duty to protect, the corporate responsibility to respect human rights, and the need for more effective access to remedies.2 However, the jurisdictional scope of the State duty to protect is disputed. According to the SRSG, international law provides that …

Promoting Innovation: The Law Of Publicly Traded Corporations, Merritt B. Fox

Faculty Scholarship

Improving economic welfare requires that society’s scarce savings be allocated among proposed real investment projects in a way that appreciates the prospects of promising new innovations. Corporate and securities law help structure important elements of this process of allocation. This article sketches out an approach based upon a seemingly paradoxical analogy of a market economy’s overall finance process to the way a hierarchical organization gathers and processes relevant bits of information dispersed among many individuals in order to make decisions. It thereby takes advantage of important thinking in communications and organizational theory about how to make organizations sensitive to the …

The Development Of Modern Corporate Governance In China And India, Nicholas C. Howson, Vikramaditya S. Khanna

Book Chapters

Corporate governance reform has become a topic of considerable debate both in the US and in many emerging markets. Indeed, the discussion is important because these reforms may have potentially long-standing effects upon the global allocation of capital, and in understanding the ways in which governance norms are communicated across markets and nations in an ever-globalizing world. In this chapter we examine the corporate governance reform efforts of the world's two biggest and fastest growing emerging markets, the People's Republic of China (PRC or China) and India. In the process we find that our understanding of how and why corporate …

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 …

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 …

The Cult Of Efficiency In Corporate Law, Stephen E. Ellis, Grant M. Hayden

Faculty Journal Articles and Book Chapters

This paper challenges a fundamental assumption of corporate law scholarship. Corporate law is heavily influenced by economics, and by normative economics in particular. Economic efficiency, for example, is seen as the primary goal of good corporate governance. But this dependence on standard notions of economic efficiency is unfortunate, as those notions are highly problematic. In economic theory, efficiency is spelled out in terms of individual preference satisfaction, which is an inadequate foundation for any sort of normative analysis. We argue that on any account of the good, people will sometimes prefer things that aren’t good for them on that account. …

A Primer On Protecting Tax Losses From A Section 382 Ownership Change, Mark C. Van Deusen

William & Mary Annual Tax Conference

No abstract provided.

Say On Pay's Bundling Problems, Andrew C. W. Lund

Kentucky Law Journal

No abstract provided.

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.

Flawed Assumptions: A Corporate Law Analysis Of Free Speech And Corporate Personhood In Citizens United, Anne M. Tucker

Scholarly Works

No abstract provided.

Supply Chains And Porous Boundaries: The Disaggregation Of Legal Services, Milton C. Regan, Palmer T. Heenan

Georgetown Law Faculty Publications and Other Works

The economic downturn has had significant effects on law firms, and is causing many of them to rethink some basic assumptions about how they operate. In important respects, however, the downturn has simply intensified the effects of some deeper trends that preceded it, which are likely to continue after any recovery that may occur.

This paper explores one of these trends, which is corporate client insistence that law firms “disaggregate” their services into discrete tasks that can be delegated to the least costly providers who can perform them. With advances in communications technology, there is increasing likelihood that some of …

Congress, Corporate Boards, And Oversight: A Public Law/Private Law Comparison, Paul S. Miller

University of Richmond Law Review

No abstract provided.

Credit Rating Immunity? How The Hands-Off Approach Toward Credit Rating Agencies Led To The Subprime Credit Crisis And The Need For Greater Accountability, A. Brooke Murphy

Oklahoma Law Review

No abstract provided.

Challenges And Opportunities For The Tax Professional Guiding Closely-Held Entities: 2009 & 2010 Regulatory And Judicial Developments Impacting Fourth Circuit Tax Practitioners, Rose L. Bailey

Campbell Law Review

When framing adequate tax advice to protect oneself from preparer penalties under sometimes ambiguous or unsettled tax law, or when trying to affect your best appellate argument or direct a strategic audit litigation path, there can be no doubt of the importance of considering judicial precedent developments in all of these paths. To that end, under the discretion of this Author, a selection of relevant administrative regulations and rulings as well as judicial authority rendered in 2009 through spring 2010 are contained in this Article to cover significant income taxation developments impacting certain closely-held entities. Closely-held entities are considered, for …

The People Versus Corporate Welfare: North Carolina's Forsaken Opportunity To Reverse Perversion Of The Commerce Clause And To Reinvigorate The Public Purpose Doctrine, Jeanette K. Doran

Campbell Law Review

This Article neither espouses judicial intervention in any political controversy nor offers "broad" and "sweeping" constitutional theories. Instead, this Article is calculated to recognize the efforts of taxpayers who have resorted to the very constitutional rights afforded to them as citizens and taxpayers to challenge governmental acts which are repugnant to the very foundations of our society and to encourage the judiciary to fulfill its duty to reject legislation which is contrary to the state or federal constitution. As the North Carolina Supreme Court stated in the Great Atlantic & Pacific Tea Co. v. Maxwell case: "The principle of equal …