Recently added articles from The Journal of Corporation Law:
Guests at the table? Independent directors in family-influenced public companies.
Jun 22, 2008; ... <Pre> I. INTRODUCTION II. PUBLICLY HELD FAMILY COMPANIESA. Definitions and Incidence B. Firm Performance C. Suggestive Circumstances III. PRIVATE BENEFITS OF CONTROLA. Complexities of Control and the Benefits It Confers B. Illicit Pecuniary Benefits IV ....
For whom the bell tolls: the demise of exchange trading floors and the growth of ECNs.(electronic communications networks)
Jun 22, 2008; ... <Pre> I. INTRODUCTION II. EXCHANGE TRADING--SOME HISTORYA. Development of Stock Exchange Trading in the United States B. Development of Futures Trading on Exchange Floors C. The Regulatory Era D. Market Convergence E. The Role of the Exchange. III. ELECTRONIC ...
Free writing. (of securities prospectuses under the Securities Act of 1933)
Jun 22, 2008; ... <Pre> I. INTRODUCTION II. PROSPECTUSES, FREE WRITING, AND FREE WRITING PROSPECTUSES A. Prospectuses B. Free Writing C. Free Writing Prospectuses III. FREE WRITING AND SECTION 12(a)(2)A. Free Writing Is Exemptfrom Section 12(a) (2) B. Congress Was Wise to Exempt ...
Layering administrative law and basic contract principles: analyzing the waiver of FMLA claims in severance agreements.(Family and Medical Leave Act of 1993)
Jun 22, 2008; ... <Pre> I. INTRODUCTION II. BACKGROUNDA. Employee Rights Under the FMLA B. Faris v. Williams WPC-I, Inc.: The Fifth Circuit Allows Retrospective Waivers of Proscriptive FMLA Claims in Severance Agreements C. Taylor v. Progress Energy, Inc.: The Fourth Circuit...
Defending the "acceptable business reason" requirement of the Equal Pay Act: a response to the challenges of Wernsing v. Department of Human Services.
Jun 22, 2008; ... <Pre> I. INTRODUCTION II. BACKGROUNDA. History of Inequity B. Congressional Remedy: The Equal Pay Act of 1963 1. Legislative History 2. Title VII and the Bennett Amendment C. Judicial Interpretation of the "Differential Based on Any Other Factor" Clause...
From boardroom to courtroom to newsroom: the media and the corporate governance scandals.
Mar 22, 2008; ... The first trial is always in the court of public opinion. (1) <Pre> I. INTRODUCTION II. JURIES, THE MEDIA, AND THE COURTS A. Mistrial by Media: The Tyco Trial B. Trial Without Media: The ImClone Trial C. Implications for the Future III. THE MEDIA AS PUBLIC ...
No Seat at the Table: How Corporate Governance and Law Keep Women out of the Boardroom.(Book review)
Mar 22, 2008; ... <Pre> I. INTRODUCTION II. THE NUMBERS A. Percentage of Women Directors and Multiple Board Seats Held by theSame Woman B. Trophy Director Analysis C. The Wall of Shame D. The Path to a Board Seat and Changes in the Composition of FemaleBoard Members III. THE ...
Corporate ostracism: freezing out controlling shareholders.
Mar 22, 2008; ... <Pre>I. INTRODUCTION II. THE TRANSACTION-CENTERED APPROACH III. DISTORTING OWNERSHIP STRUCTURES A. Background B. Allocating the Costs and Benefits of Control 1. The Upper Limit for the Extraction of Private Benefits 2. The Lower Limit for the ...
Should mutual funds be corporations? A legal & econometric analysis.
Mar 22, 2008; ... 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 ...
Stock option "springloading": an examination of loaded justifications and new SEC disclosure rules.
Mar 22, 2008; ... <Pre> I. INTRODUCTION II. BACKGROUND A. Role of Stock Options and Growth as a Component of Executive-Compensation Packages 1. The Agency Problem 2. Pay-for-Performance Compensation B. Manipulative Timing of Stock Options 1. Option ...
State action immunity, municipalities, and the unique case of eminent domain.
Mar 22, 2008; ... <Pre> I. INTRODUCTION II. BACKGROUND A. Initial Development of the State Action Doctrine: Maintaining State Sovereignty B. Application and Development of Parker: Tailoring the Limits of Sovereignty 1. Defining the Parker Analysis 2. The ...
The new role for assurance services in global commerce.
Jan 01, 2008; ... 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 ...
The undercivilization of corporate law.
Jan 01, 2008; ... <Pre>I. INTRODUCTION II. THE OVERCRIMINALIZATION OF CORPORATE LAW A. Defining "Overcriminalization" B. The Cycle of Underenforcement and Overenforcement in Corporate Law C. Regulatory Responses to Perceived Increases in Corporate Misconduct ...
The Fetishization of independence.
Jan 01, 2008; ... 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 ...
To make or to buy: in-house lawyering and value creation.
Jan 01, 2008; ... 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, ...
Prisons for profit: do the social and political problems have a legal solution?
Jan 01, 2008; ... <Pre> I. INTRODUCTION TO THE PRIVATE PRISON INDUSTRY AND THE NONDELEGATION DOCTRINE A. The Advantages of Private Prisons B. The Disadvantages of Private Prisons C. The History of Private Prisons in the United States D. The Nondelegation Doctrine II. ANALYSIS ...
Direct or derivative: does it matter after Gentile v. Rossette?
Jan 01, 2008; ... <Pre> I. INTRODUCTION II. BACKGROUND A. Direct Versus Derivative Claims 1. Fundamental Characteristics of Derivative and Direct Claims B. Pre-Gentile Delaware Direct/Derivative Jurisprudence: Rise and Fall of the "Special Injury" 1 ....
Toward common sense and common ground? Reflections on the shared interests of managers and labor in a more rational system of corporate governance.
Sep 22, 2007; ... <Pre> I. FORCES BUFFETING AMERICAN PUBLIC CORPORATIONSA. Forced CapitalismB. Shrinking Equity Returns and the Mountains of Money in the MarketsC. The Corporate Governance IndustryD. Academic and Journalistic LazinessE. "Professional" Independent Directors ...
Certification drag: the opinion puzzle and other transactional curiosities.
Sep 22, 2007; ... <Pre> I. CERTIFICATION REVISITEDA. TheoryB. Evidence II. IDENTIFYING THE OPINION PUZZLEA. ContentB. CostsC. Value 1. "Obvious" Limiting Factors 2. Legal Exposure 3. Reputational ExposureD. Evaluation: The Puzzle Emerges III. SOLVING ...
Competition in the mutual fund industry: evidence and implications for policy.
Sep 22, 2007; ... Since 1960, the mutual fund industry has grown from 160 funds and $18 billion in assets under management to over 8000 funds with $10.4 trillion in assets. Yet critics--including Yale Chief Investment Officer David Swensen, Vanguard founder Jack Bogle, and New York Governor Eliot ...