Recently added articles from Journal of Corporation Law:
From Boardroom to Courtroom to Newsroom: The Media and the Corporate Governance Scandals*
Jan 01, 2008; Brickey, Kathleen F ... The first trial is always in the court of public opinion.1 I. INTRODUCTION Enron and its progeny spawned an unprecedented amount of press coverage. To their credit, the media comprehensively covered allegations of widespread accounting fraud as serious and important news. Major ...
The Corporate Boardroom: Still a Male Club
Jan 01, 2008; Broome, Lissa Lamkin ... The Corporate Boardroom: Still a Male Club I. INTRODUCTION In No Seat at the Table: How Corporate Governance and Law Keep Women Out of the Boardroom, Douglas M. Branson,1 the W. Edward Sell Chair in Business Law at the University of Pittsburgh School of Law, documents the dearth ...
Corporate Ostracism: Freezing Out Controlling Shareholders
Jan 01, 2008; Dammann, Jens ... I. INTRODUCTION The ancient city-state of Athens had an ambivalent relationship with its political elite. On the one hand, the city relied on that very elite to bring forth the statesmen it depended on for its survival. On the other, there was always the risk that an overly ambitious ...
Should Mutual Funds Be Corporations? A Legal & Econometric Analysis*
Jan 01, 2008; Warburton, A Joseph ... There has been significant policy debate in recent years about whether mutual fund boards of directors, and the corporate paradigm imposed upon mutual funds in the United States, serve the interests of mutual fund investors. It is imperative that the effectiveness of the mutual fund corporate ...
Stock Option "Springloading": An Examination of Loaded Justifications and New SEC Disclosure Rules
Jan 01, 2008; Hughes, William ... I. INTRODUCTION Since 2006, corporations have come under fire for using what has been dubbed "stock-options fraud"1 as part of their executive compensation packages. The practices of option "backdating"2 and "springloading"3 have received widespread attention from government regulators: ...
State Action Immunity, Municipalities, and the Unique Case of Eminent Domain
Jan 01, 2008; Motto, Joseph L ... I. INTRODUCTION In Pennsylvania v. Susquehanna Area Regional Airport Authority (SARAA I) , the U.S. District Court for the Middle District of Pennsylvania held that the Susquehanna Area Regional Airport Authority (SARAA or "the airport authority"), a municipal authority operating under a ...
The New Role for Assurance Services in Global Commerce
Jan 01, 2008; Blair, Margaret M; Williams, Cynthia A; Lin, Li-Wen ... In this Article we examine the rapid emergence and expansion of a private-sector compliance and enforcement infrastructure that we believe increasingly may be providing a substitute for public and legal regulatory infrastructure in global commerce, especially in developing countries where rule ...
The Undercivilization of Corporate Law
Jan 01, 2008; Hurt, Christine ... I. INTRODUCTION In recent years, regulators, industry participants, practitioners, and academics have debated the causes of and cures for corporate misconduct. In the aftermath of the bursting of the technology bubble, and the disclosures of accounting irregularities1 in the early part ...
The Fetishization of Independence
Jan 01, 2008; Rodrigues, Usha ... According to conventional wisdom, a supermajority independent board of directors is the ideal corporate governance structure. Debate nevertheless continues: empirical evidence suggests that independent boards do not improve firm performance. Independence proponents respond that past studies ...
To Make or to Buy: In-House Lawyering and Value Creation*
Jan 01, 2008; Schwarcz, Steven L ... In recent years, companies have been shifting much of their transactional legal work from outside law firms to in-house lawyers, and some large companies now staff transactions almost exclusively in-house. Although this transformation redefines the very nature of the business lawyer, scholars ...
Prisons for Profit: Do the Social and Political Problems Have a Legal Solution?
Jan 01, 2008; Antonuccio, Rachel Christine Bailie ... I. INTRODUCTION TO THE PRIVATE PRISON INDUSTRY AND THE NONDELEGATION DOCTRINE Despite the fact that property1 and violent2 crime rates have declined since 1973, in the years between 1988 and 1997, the U.S. prison population increased drastically.3 The factors contributing to the increase ...
Direct or Derivative: Does It Matter After Gentile v. Rossette?
Jan 01, 2008; Olson, Zachary D ... What's in a name? That which we call a rose By any other name would smell as sweet.1 I. INTRODUCTION The distinction between direct and derivative claims has been the source of considerable litigation in the Delaware courts through the years.2 Whether a claimant has ...