Recently added articles from Journal of Corporation Law:
Rating Management Behavior and Ethics: A Proposal to Upgrade the Corporate Governance Rating Criteria
Oct 01, 2008; ... I. INTRODUCTION Corporate governance rating agencies currently do not, but should, include in their rating criteria an employee assessment of managerial behavior and ethics. Governance rating agencies strive to distinguish themselves from their competitors by establishing governance ...
Obedience as the Foundation of Fiduciary Duty
Oct 01, 2008; ... I. INTRODUCTION Commentators, both doctrinal and theoretical,1 have come to agree that the fiduciary relationship rests on twin pillars, the duty of care and the duty of loyalty. This paper argues that a third duty, obedience, is more basic, the foundation on which the duties of care and ...
Shareholder Primacy's Corporatist Origins: Adolf Berle and The Modern Corporation
Oct 01, 2008; ... I. INTRODUCTION A continuing and longstanding debate has been waged in corporate law scholarship among those who favor shareholder primacy, those who favor management discretion, and those who believe that corporations have a social responsibility to other constituencies, such as the ...
Class Action Criminality
Oct 01, 2008; ... I. INTRODUCTION Long before their arraignments on federal felony charges last year, class action lawyers Mel Weiss and Bill Lerach stood before the court of public opinion accused of abusing the legal system to enrich themselves. The partners received national attention for filing ...
Ownership, Limited: Reconciling Traditional and Progressive Corporate Law via an Aristotelian Understanding of Ownership
Oct 01, 2008; ... I. INTRODUCTION What exactly is a business corporation? For whose benefit is (or ought) it be managed? Although scholars have debated these questions for decades, the answers to them have grown increasingly important.1 For today, few organizations in the world have as much power to do ...
Regulation of Foreign Direct Investment After the Dubai Ports Controversy: Has the U.S. Government Finally Figured Out How to Balance Foreign Threats to National Security Without Alienating Foreign Companies?
Oct 01, 2008; ... I. INTRODUCTION Congress has consistently struggled with balancing regulation of foreign direct investment (FDI) so as to protect the national security of the United States while promoting foreign investment that improves the U.S. economy. Congress has often enacted these FDI regulations ...
Opening at $25 1/2 is Big Firm U.S.A.: Why America May Eventually Have a Publicly Traded Law Firm, and Why Law Firms Can Succeed Without Going Public
Oct 01, 2008; ... I. INTRODUCTION As you brew your coffee and sit down to read the Wall Street Journal before heading to work, you look for your major stock holdings. After all, you have never been keen on waiting to retire at age 65. Thankfully, you see your two newest stocks are performing well; Latham ...
From Booker to Gall: The Evolution of the Reasonableness Doctrine as Applied to White-Collar Criminals and Sentencing Variances
Oct 01, 2008; ... I. INTRODUCTION The storm of United States v. Booker1 has come and gone, leaving in its wake discernible patterns etched into the federal sentencing landscape. This tattooed terrain enjoyed relative tranquility for nearly three years after Booker, with only the minor squall of Rita v ....