Holding Company's Liability For Inducing Its Subsidiary's Contractual Breach,
2020
Singapore Management University
Holding Company's Liability For Inducing Its Subsidiary's Contractual Breach, Pearlie M. C. Koh
Research Collection Yong Pung How School Of Law
A decision by a company to breach a contract is necessarily made on its behalf by one or more natural persons. Although the relevant decision-makers may be said to have “procured” the company’s breach of contract, there is authority, albeit not without detractors (see Welsh Development Agency v Export Finance Co Ltd [1992] B.C.L.C. 148; [1992] B.C.C. 270), for the proposition that these individuals are not to be made liable in the tort of inducing breach of contract, provided they had acted in good faith and within the scope of their authority (Said v Butt [1920] 3 K.B. 497). As …
Table Of Contents,
2020
Seattle University School of Law
Table Of Contents, Seattle University Law Review
Seattle University Law Review
Table of Contents
Management Succession In Korea: Tunneling, Semi-Tunneling, And The Reaction Of Corporate Law,
2020
Vanderbilt University Law School
Management Succession In Korea: Tunneling, Semi-Tunneling, And The Reaction Of Corporate Law, Kyung-Hoon Chun
Vanderbilt Journal of Transnational Law
Recently in Korea, certain issues of corporate law became the subjects of fierce political debates unlike many other jurisdictions where corporate law issues generally remain in the exclusive realm of professionals and academics. This Article begins with the question of why corporate law issues attracted so much political attention in Korea and whether such political attention actually helped improve the corporate law. In pursuing the answers to such questions, this Article identifies a recurring pattern: (i) existence of strict rules against seeking private benefits; (ii) various clever measures to circumvent such rules; (iii) failure of the courts to regulate such …
Chipping Away At Compliance: How Compliance Programs Lose Legitimacy And Its Impact On Unethical Behavior,
2019
Brooklyn Law School
Chipping Away At Compliance: How Compliance Programs Lose Legitimacy And Its Impact On Unethical Behavior, David Hess
Brooklyn Journal of Corporate, Financial & Commercial Law
Employee perceptions of an organization’s compliance program are critical. A program that has lost legitimacy with its employees is not just ineffective, but it creates more harm than good by leading to more unethical behavior. This Article identifies ways in which compliance programs can start to lose legitimacy, explains how that lost legitimacy leads to increased wrongdoing, and then concludes by setting out some basic reforms focused on helping stop this downward spiral and protecting the legitimacy of the compliance function.
Social Responsibility Regulation And Its Challenges To Corporate Compliance,
2019
Brooklyn Law School
Social Responsibility Regulation And Its Challenges To Corporate Compliance, Stephen Kim Park
Brooklyn Journal of Corporate, Financial & Commercial Law
This Article addresses the intersection of corporate social responsibility and corporate compliance. In this context, the focus of this Article is on regulation that seeks to enhance socially responsible corporate conduct and its implications for the compliance function. Social responsibility regulation raises operational concerns for companies, including problems associated with assessing social performance, the proliferation and fragmentation of legal obligations, and the contested nature of the social issues that it addresses. As laws mandating socially responsible corporate conduct continue to grow in number and expand in scope, corporations will increasingly need to acknowledge and respond to these challenges.
Artificial Intelligence & Artificial Prices: Safeguarding Securities Markets From Manipulation By Non-Human Actors,
2019
Brooklyn Law School
Artificial Intelligence & Artificial Prices: Safeguarding Securities Markets From Manipulation By Non-Human Actors, Daniel W. Slemmer
Brooklyn Journal of Corporate, Financial & Commercial Law
Securities traders are currently competing to use Artificial Intelligence (A.I.) in order to make more profitable decisions in the marketplace. While A.I. provides superior abilities in recognizing market patterns, its complexity can obscure its decision-making process beyond human comprehension. Problematically, the current securities laws prohibiting manipulation of securities prices rest liability for violations on a trader’s intent. In order to prepare for A.I. market participants, both courts and regulators need to accept that human concepts of decision-making will be inadequate in regulating A.I. behavior. However, the wealth of case law in the market manipulation doctrine need not be cast aside. …
After Corwin: Down The Controlling Shareholder Rabbit Hole,
2019
Vanderbilt University Law School
After Corwin: Down The Controlling Shareholder Rabbit Hole, Ann M. Lipton
Vanderbilt Law Review
As Delaware has developed its doctrine with respect to controlling shareholders, its view of their relationship to directors has evolved. This evolution has produced some pronounced inconsistencies with respect to the weight placed on director approval of controlling shareholder action. The recent Delaware Supreme Court decisions in Corwin v. KKR Financial Holdings LLC, Kahn v. M & F Worldwide Corp., and C & J Energy Services, Inc. v. City of Miami General Employees’ and Sanitation Employees’ Retirement Trust introduced further uncertainty into the mix by making the determination as to whether a transaction involves a controlling shareholder practically outcome determinative …
Artificial Intelligence, Machine Learning, And Bias In Finance: Toward Responsible Innovation,
2019
Brooklyn Law School
Artificial Intelligence, Machine Learning, And Bias In Finance: Toward Responsible Innovation, Frank Pasquale, Kristin Johnson, Jennifer Elisa Chapman
Faculty Scholarship
No abstract provided.
From Animal Control To Zoning: 2019 Local Government Law Update,
2019
University of Richmond
From Animal Control To Zoning: 2019 Local Government Law Update, Tyler C. Southall
University of Richmond Law Review
The goal of this Article is to review significant recent developments in Virginia local government law. First, this Article discusses a number of Supreme Court of Virginia and Fourth Circuit Court of Appeals cases published between July 1, 2018 and July 1, 2019. These cases involve questions of the First Amendment and social media, the First Amendment and employment law, attorney client privilege and Freedom of Information Act requests, vested rights issues in zoning ordinances, the powers of the Virginia State Corporation Commission, and public finance. Second, this Article addresses new laws from the 2019 General Assembly. It is impossible …
Emerging Trends In Corporate Enforcement And Corporate Compliance: Symposium Introduction,
2019
Brooklyn Law School
Emerging Trends In Corporate Enforcement And Corporate Compliance: Symposium Introduction, James Fanto, Miriam Baer
Faculty Scholarship
No abstract provided.
Table Of Contents,
2019
Seattle University School of Law
Table Of Contents, Seattle University Law Review
Seattle University Law Review
No abstract provided.
Jpmorgan Chase London Whale A: Risky Business,
2019
Yale School of Management
Jpmorgan Chase London Whale A: Risky Business, Arwin G. Zeissler, Daisuke Ikeda, Andrew Metrick
Journal of Financial Crises
In December 2011, the Chief Executive Officer and Chief Financial Officer of JPMorgan Chase (JPM) instructed the bank’s Chief Investment Office to reduce the size of its Synthetic Credit Portfolio (SCP) during 2012, so that JPM could decrease its RiskWeighted Assets as the bank prepared to adopt the impending Basel III bank capital regulations. However, the SCP traders were also told to minimize the trading costs incurred to reduce Risk-Weighted Assets, while still maintaining the opportunity to profit from unexpected corporate bankruptcies. In an attempt to balance these competing objectives, head SCP derivatives trader Bruno Iksil suggested in January 2012 …
Activist Shareholders At De Facto Controlled Companies,
2019
Brooklyn Law School
Activist Shareholders At De Facto Controlled Companies, Gaia Balp
Brooklyn Journal of Corporate, Financial & Commercial Law
Activist campaigns are likely to increasingly target controlled companies. Studies concerning activism at controlled companies focus on shareholder-empowering tools, such as the right to nominate and elect minority directors on the board, as a pathway for limiting the principal-principal agency problem. However, not enough attention has been paid to the distinction between de jure and de facto controlled companies. Building on a recent case concerning a leading Italian corporation, this Article analyzes the possible unexpected corporate governance consequences of successful activist intervention at de facto controlled companies, showing that, where minority shareholders are granted the right to appoint directors on …
Reputation As A Disciplinarian Of International Organizations,
2019
University of Michigan Law School
Reputation As A Disciplinarian Of International Organizations, Kristina Daugirdas
Articles
As a disciplinarian of international organizations, reputation has serious shortcomings. Even though international organizations have strong incentives to maintain a good reputation, reputational concerns will sometimes fail to spur preventive or corrective action. Organizations have multiple audiences, so efforts to preserve a “good” reputation may pull organizations in many different directions, and steps taken to preserve a good reputation will not always be salutary. Recent incidents of sexual violence by UN peacekeepers in the Central African Republic illustrate these points.
Collected Lectures And Talks On Corporate Law, Legal Theory, History, Finance, And Governance,
2019
Seattle University School of Law
Collected Lectures And Talks On Corporate Law, Legal Theory, History, Finance, And Governance, William W. Bratton
Seattle University Law Review
A collection of eighteen speeches and lectures, from 2003 to 2018, discussing and expanding on the writings and theories of Adolf Berle and Gardiner Means.
The Rise And Fall (?) Of The Berle–Means Corporation,
2019
Seattle University School of Law
The Rise And Fall (?) Of The Berle–Means Corporation, Brian R. Cheffins
Seattle University Law Review
This Article forms part of the proceedings of the 10th Annual Berle Symposium (2018), which focused on Adolf Berle and the world he influenced. He and Gardiner Means documented in The Modern Corporation and Private Property (1932) what they said was a separation of ownership and control in major American business enterprises. Berle and Means became sufficiently closely associated with the separation of ownership and control pattern for the large American public firm to be christened subsequently the “Berle–Means corporation.” This Article focuses on the “rise” of the Berle–Means corporation, considering in so doing why ownership became divorced from control …
The ‘Berle And Means Corporation’ In Historical Perspective,
2019
Seattle University School of Law
The ‘Berle And Means Corporation’ In Historical Perspective, Eric Hilt
Seattle University Law Review
This Article presents new evidence on the evolution of the business corporation in America and on the emergence of what is commonly termed the “Berle and Means corporation.” Drawing on a wide range of sources, I investigate three major historical claims of The Modern Corporation: that large corporations had displaced small ones by the early twentieth century; that the quasi-public corporations of the 1930s were much larger than the public corporations of the nineteenth century; and that ownership was separated from control to a much greater extent in the 1930s compared to the nineteenth century. I address each of these …
On The Origins Of The Modern Corporation And Private Property,
2019
Seattle University School of Law
On The Origins Of The Modern Corporation And Private Property, Bernard C. Beaudreau
Seattle University Law Review
The Modern Corporation and Private Property (MCPP) by Adolf A. Berle Jr. and Gardiner Means, published in 1932, is undisputedly the most influential work ever written in the field of corporate governance. In a nutshell, Berle and Means argued that corporate control had been usurped by a new class of managers, the result of which included (1) shareholder loss of control (a basic property right), (2) questionable corporate objectives and behavior, and (3) the potential breakdown of the market mechanism. In this paper, I examine the origins of MCPP, paying particular attention to the authors’ underlying motives. I argue that …
Democracy In America At Work: The History Of Labor’S Vote In Corporate Governance,
2019
Seattle University School of Law
Democracy In America At Work: The History Of Labor’S Vote In Corporate Governance, Ewan Mcgaughey
Seattle University Law Review
Can there be democracy in America at work? The historical division between democracy in politics and hierarchy in the economy is under strain. Hierarchical interests in the economy are shifting their model of power into politics, and yet a commitment to revive the law is resurgent. Central examples are the proposed Accountable Capitalism Act, Reward Work Act, Workplace Democracy Acts, and Employees’ Pension Security Acts. They would create a right for employees to elect 40% of directors on $1 billion company boards, a right for employees to elect one-third of directors on other listed company boards and require one-half employee …
Berle X: Berle And His World: An Homage To William W. Bratton,
2019
Seattle University School of Law
Berle X: Berle And His World: An Homage To William W. Bratton, Charles R. T. O'Kelley
Seattle University Law Review
An introduction to the Berle X symposium, honoring William W. (Bill) Bratton.
