The Role Of Independent Directors In Startup Firms,
2010
Vanderbilt University Law School
The Role Of Independent Directors In Startup Firms, Brian J. Broughman
Vanderbilt Law School Faculty Publications
This Article develops a new theory to explain the widespread use of independent directors in the governance of startup firms. Privately held startups often assign a tie-breaking board seat to a third-party independent director. This practice cannot be explained by the existing corporate governance literature, which relies on diffuse ownership and passive investment-features unique to the publicly traded firm. To develop an alternative theory, I model a financing contract between an entrepreneur and a venture capital investor. I show that allocating a tie- breaking vote to an unbiased third party can prevent opportunistic behavior that would occur if the firm …
Discharge Of A Contract Where Both Parties Are In Breach: Alliance Concrete Singapore Pte Ltd V Comfort Resources Pte Ltd,
2010
Singapore Management University
Discharge Of A Contract Where Both Parties Are In Breach: Alliance Concrete Singapore Pte Ltd V Comfort Resources Pte Ltd, Chee Ho Tham
Research Collection Yong Pung How School Of Law
This case note examines the most recent attempt by the Court of Appeal to provide further guidance on: (a) how the doctrine of discharge of contract by breach operates when both parties are in breach of their contract obligations; and (b) when a promisee is entitled to rely on an alternate basis to justify its election to discharge a contract for the promisor’s breach when the basis originally relied upon and communicated to the promisor is ultimately found to be legally insufficient.
Leveraged Etfs: The Trojan Horse Has Passed The Margin-Rule Gates,
2010
Seattle University School of Law
Leveraged Etfs: The Trojan Horse Has Passed The Margin-Rule Gates, William M. Humphries
Seattle University Law Review
What do the Great Depression, the Great Recession, and the demise of Lehman Brothers and Bear Sterns all have in common? One word: leverage. The misuse of leverage, in all its forms, contributed greatly to all of these events. Yet even today, common investors can purchase a leveraged exchange-traded fund (leveraged ETF), a complex product that uses leverage to increase returns, without triggering applicable laws designed to regulate the use of leverage. This Comment articulates the basics surrounding the functions and operations of leveraged ETFs and margin rules in order to assess the compatibility of the two. The Comment argues …
The Challenges For Directors In Piloting Through State And Federal Standards In The Maelstrom Of Risk Management,
2010
Seattle University School of Law
The Challenges For Directors In Piloting Through State And Federal Standards In The Maelstrom Of Risk Management, Chief Justice E. Norman Veasey
Seattle University Law Review
In the 2010 Berle Center Directors’ Academy Keynote Address, Chief Justice Veasey addresses “the federal and state contexts relating to the corporate-governance focus on business risk and the expectations laid at the doorstep of directors and officers of U.S. public companies.” Specifically, Chief Justice Veasey looks “at the governance landscape through both a federal regulatory lens and a state judicial lens as it relates to risk assessment and risk management.”
Financial Options In The Real World: An Economic And Tax Analysis,
2010
Santa Clara University School of Law
Financial Options In The Real World: An Economic And Tax Analysis, David M. Hasen
Faculty Publications
Many of the consequences of issuing and purchasing options on publicly traded property have been well understood since Black and Scholes developed a model for option pricing. No model of options, however, provides an accurate economic analysis of the actual transactions that issuers and purchasers engage in when options are bought and sold. One consequenceof this gap in understanding is that the rules for taxing options remain poorly developed. This Article provides a transactional analysis of option sales for the first time. The focus is on covered options, but the analysis also has implications for options in which the underlying …
They Can Do What!? Limitations On The Use Of Change-Of-Terms Clauses,
2010
William & Mary Law School
They Can Do What!? Limitations On The Use Of Change-Of-Terms Clauses, Peter A. Alces, Michael M. Greenfield
Faculty Publications
No abstract provided.
Express Warranty Of Fitness For A Particular Purpose: Extent Of Overlap In Same Factual Context With Implied Warranty Of Fitness For A Particular Purpose,
2010
Touro Law Center
Express Warranty Of Fitness For A Particular Purpose: Extent Of Overlap In Same Factual Context With Implied Warranty Of Fitness For A Particular Purpose, Sidney Kwestel
Scholarly Works
No abstract provided.
Toward A Theory Of Precedent In Arbitration,
2010
William & Mary Law School
Toward A Theory Of Precedent In Arbitration, W. Mark C. Weidemaier
William & Mary Law Review
Do arbitrators create precedent? The claim that they do not recurs throughout much of the arbitration literature. Instead, arbitration often is viewed as an ad hoc forum in which arbitrators do justice (at best) within the confines of particular cases. As an empirical matter, however, it is increasingly clear that, in some arbitration systems, arbitrators often cite to other arbitrators, claim to rely on past awards, and promote adjudicatory consistency as an important system norm. Much like courts, then, arbitrators can (but do not always) create precedent that guides future behavior and provides a language in which disputants, lawyers, and …
Was Gonzales V. Raich The Death Knell Of Federalism? Assessing Meaningful Limits On Federal Intrastate Regulation In Light Of U.S. V. Nascimento,
2010
Brigham Young University Law School
Was Gonzales V. Raich The Death Knell Of Federalism? Assessing Meaningful Limits On Federal Intrastate Regulation In Light Of U.S. V. Nascimento, Brandon J. Stoker
Brigham Young University Journal of Public Law
No abstract provided.
Filling In The Blank: Defining Breaches Of
Contract Excepted From Discharge As Willful
And Malicious Injuries To Property Under 11i
U.S.C. § 523(A)(6),
2010
Washington and Lee University School of Law
Filling In The Blank: Defining Breaches Of Contract Excepted From Discharge As Willful And Malicious Injuries To Property Under 11i U.S.C. § 523(A)(6), Bryan Hoynak
Washington and Lee Law Review
No abstract provided.
Allocating Power Between Courts And Arbitrators - And Why Scholars Of Federal Courts Should Care,
2010
William & Mary Law School
Allocating Power Between Courts And Arbitrators - And Why Scholars Of Federal Courts Should Care, Aaron-Andrew P. Bruhl
Popular Media
No abstract provided.
Online Fantasy Sports Litigation And The Need For A Federal Right Of Publicity Statute,
2010
Duke Law
Online Fantasy Sports Litigation And The Need For A Federal Right Of Publicity Statute, Risa J. Weaver
Duke Law & Technology Review
The right of publicity is currently a jumble of state common law and state statutes, but the online fantasy sports industry crosses state lines with ease. Having witnessed the great revenue potential of online fantasy sports, professional sports leagues are trying to strong-arm independent fantasy sports providers out of the business by using the right of publicity to assert property interests in the statistics generated by professional players, and used by fantasy sports providers to run their online games. The first such attempt--by Major League Baseball--failed. However, the state law nature of the right of publicity prevents any single court …
Hybrid Vigor: Mashups, Cyborgs, And Other Necessary Monsters,
2010
Georgetown University Law Center
Hybrid Vigor: Mashups, Cyborgs, And Other Necessary Monsters, Rebecca Tushnet
Georgetown Law Faculty Publications and Other Works
Does remix matter? This brief comment addresses the critique of importance, arguing that remix culture as well as the popular/mass culture from which it springs are of vital importance to human flourishing, invoking Donna Haraway's concept of the cyborg to investigate the fluidity, dynamism, and monstrousness of remixes and remixers.
Trusts Versus Corporations: An Empirical Analysis Of Competing Organizational Forms,
2010
Syracuse University
Trusts Versus Corporations: An Empirical Analysis Of Competing Organizational Forms, A. Joseph Warburton
College of Law - Faculty Scholarship
This paper studies the effects of organizational form on managerial behavior and firm performance, from an empirical perspective. Managers of trusts are subject to stricter fiduciary responsibilities than managers of corporations. This paper examines the ramifications empirically, by exploiting data generated by a change in British regulations in the 1990s that allowed mutual funds to organize as either a trust or a corporation. I find evidence that trust law is effective in curtailing opportunistic behavior, as trust managers charge significantly lower fees than their observationally equivalent corporate counterparts. Trust managers also incur lower risk. However, evidence suggests that trust managers …
Global Issues In Commercial Law,
2010
University of the Pacific, McGeorge School of Law
Global Issues In Commercial Law, Claude D. Rohwer, Kristen David Adams
McGeorge School of Law Teaching Materials
This book seeks to provide an international perspective and also sufficient domestic context to facilitate a comparative-law discussion. The book includes staples of international commercial law, such as the United Nations Convention on Contracts for the International Sale of Goods (CISG) and international insolvency, but also items of particular contemporary concern, including clawbacks, microfinance, and religious objections to the payment of interest in commercial contracts.
Justice Ivan Rand's Commercial Law Legacy: Contracts And Bankruptcy Policies,
2010
Western University
Justice Ivan Rand's Commercial Law Legacy: Contracts And Bankruptcy Policies, Thomas G. W. Telfer
Law Publications
No abstract provided.
A New Discourse Theory Of The Firm After Citizens United,
2010
University of Denver
A New Discourse Theory Of The Firm After Citizens United, Michael R. Siebecker
Sturm College of Law: Faculty Scholarship
Could a new “discourse theory” of the firm provide a better way than existing corporate law principles to understand the evolving nature of the firm and the role shareholders should play in corporate governance? Two recent developments provide a special urgency for considering the question. First, the Supreme Court’s decision in Citizens United v. FEC, which grants to corporations essentially the same political speech rights as individuals, will affect democracy at its core by allowing corporations to dominate the political agenda and public opinion. Second, the Securities and Exchange Commission’s adoption of a new Rule 14a-11, which grants to certain …
The Duty Of Care And The Data Control Systems In The Wake Of Sarbanes-Oxley,
2010
University of Denver
The Duty Of Care And The Data Control Systems In The Wake Of Sarbanes-Oxley, Michael R. Siebecker
Sturm College of Law: Faculty Scholarship
The essay examines the wisdom of exempting small public companies from Section 404 of the Sarbanes-Oxley Act of 2002 (SOX), which requires companies to provide management assessment and external auditing of a company's internal control systems over financial data. In particular, the essay questions whether a fiduciary duty of care might require officers and directors to adopt internal control systems, perhaps substantially similar to those envisioned by SOX, even if small public companies were exempt from the ambit of the statute.
Enumerating Old Themes? Berle’S Concept Of Ownership And The Historical Development Of English Company Law In Context,
2010
Seattle University School of Law
Enumerating Old Themes? Berle’S Concept Of Ownership And The Historical Development Of English Company Law In Context, Lorraine E. Talbot
Seattle University Law Review
This paper offers some tentative suggestions as to why Berle’s work has been read and interpreted so selectively in the United Kingdom. I suggest that this must be partly attributable to the historical developments in English company law that entrenched the notion of shareholder ownership claims. Specifically, unincorporated associations’ normative values—that members are owners and there is no distinction between small organizations with no share dispersal and large organizations with wide share dispersal—have a continuing influence on this entrenched notion of shareholder ownership claims. First, I provide an overview of the origins of English company law. Next, I address how …
See No Evil? Revisiting Early Visions Of The Social Responsibility Of Business: Adolf A. Berle’S Contribution To Contemporary Conversations,
2010
Seattle University School of Law
See No Evil? Revisiting Early Visions Of The Social Responsibility Of Business: Adolf A. Berle’S Contribution To Contemporary Conversations, Erika George
Seattle University Law Review
Much corporate legal scholarship considers such fact patterns as beyond the scope of the discipline’s core concerns. Yet, increasingly, questions are asked concerning the scale and scope of modern corporate power. This Article will challenge the conventional understanding of what the core discipline of corporate law should encompass and argues that the failure to focus on precisely these sorts of factual scenarios involving allegations of corporate complicity in human rights violations and environmental degradation is misguided and short-sighted.
