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Codetermination In Theory And Practice, Grant M. Hayden, Matthew T. Bodie 2021 Southern Methodist University - Dedman School of Law 81818app手机版下载

Codetermination In Theory And Practice, Grant M. Hayden, Matthew T. Bodie

All Faculty Scholarship

A system of shared corporate governance between shareholders and workers, codetermination has been mostly ignored within the U.S. corporate governance literature. When it has made an appearance, it has largely served as a foil for shareholder primacy and an example of corporate deviance. However, over the last twenty years—and especially in the last five—empirical research on codetermination has shown surprising results as to the system’s efficiency, resilience, and benefits to stakeholders. This Article reviews the extant American legal scholarship on codetermination and provides a fresh look at the current state of codetermination theory and practice. Rather ...


Table Of Contents, Seattle University Law Review 2020 Seattle University School of Law 81818app手机版下载

Table Of Contents, Seattle University Law Review

Seattle University Law Review

Table of Contents


Visions Of The Republic Symposium: Facts And Fictions Of Corporate Executive Accountability, Masaki Iwasaki 2020 Harvard Law School 81818app手机版下载

Visions Of The Republic Symposium: Facts And Fictions Of Corporate Executive Accountability, Masaki Iwasaki

Fordham Law Review Online

U.S. Senator and former Democratic presidential contender Elizabeth Warren recently proposed the Corporate Executive Accountability Act, a bill that lowers the level of mental state required to prosecute executives for any corporate crime. A nationwide debate has been raging over this Act, but most arguments have focused on the appropriateness of the relaxed requirement, and the whole picture of executive accountability is vague. This Essay reveals what the facts and fictions of corporate executive accountability are, focusing on the degree of punishment of criminal executives. The author presents the estimates of expected direct and indirect punishments of executives and ...


Behavioral Lessons For Antitrust Enforcement, Avishalom Tor 2020 Notre Dame Law School

Behavioral Lessons For Antitrust Enforcement, Avishalom Tor

Faculty Lectures and Presentations

These are lecture slides to accompany a .

Avishalom Tor, professor and director of the Research Program on Law and Market Behavior at Notre Dame Law School, delivered this lecture to lawyers and economists of the Department of Justice’s antitrust division in Washington D.C. and throughout the country in the summer of 2020.

The lecture provides a systematic review of the lessons empirical behavioral findings offer to antitrust law, enforcement, and policy. Professor Tor introduces key findings of behavioral antitrust and explores their implications for doctrine and enforcement across the field, in areas ranging from horizontal restraints ...


Compliance Management Systems: Do They Make A Difference?, Cary Coglianese, Jennifer Nash 2020 University of Pennsylvania Carey Law School

Compliance Management Systems: Do They Make A Difference?, Cary Coglianese, Jennifer Nash

Faculty Scholarship at Penn Law

81818app手机版下载Regulatory compliance is vital for promoting the public values served by regulation. Yet many businesses remain out of compliance with some of the regulations that apply to them—presenting not only possible dangers to the public but also exposing themselves to potentially significant liability risk. Compliance management systems (CMSs) may help reduce the likelihood of noncompliance. In recent years, managers have begun using CMSs in an effort to address compliance issues in a variety of domains: environment, workplace health and safety, finance, health care, and aviation, among others. CMSs establish systematic, checklist-like processes by which managers seek to improve their ...


Antitrust And Platform Monopoly, Herbert J. Hovenkamp 2020 University of Pennsylvania Carey Law School

Antitrust And Platform Monopoly, Herbert J. Hovenkamp

Faculty Scholarship at Penn Law

This article first considers an often-discussed question about large internet platforms that deal directly with consumers: Are they “winner take all,” or natural monopoly, firms? That question is complex and does not produce the same answer for every platform. The closer one looks at digital platforms they less they seem to be winner-take-all. As a result, we can assume that competition can be made to work in most of them.

Second, assuming that an antitrust violation is found, what should be the appropriate remedy? Breaking up large firms subject to extensive scale economies or positive network effects is generally thought ...


Should Corporations Have A Purpose?, Jill E. Fisch, Steven Davidoff Solomon 2020 University of Pennsylvania Carey Law School

Should Corporations Have A Purpose?, Jill E. Fisch, Steven Davidoff Solomon

Faculty Scholarship at Penn Law

The hot topic in corporate governance is the debate over corporate purpose and, in particular, whether corporations should shift their purpose from the pursuit of shareholder wealth to pursuing a broader conception of stakeholder or societal value. We argue that this debate has overlooked the critical predicate questions of whether a corporation should have a purpose at all and, if so, why,

81818app手机版下载We address these questions by examining the historical, legal and theoretical justifications for corporate purpose. We find that none of the three provides a basis for requiring a corporation to articulate a particular purpose or for a given ...


Appraisal Waivers, Jill E. Fisch 2020 University of Pennsylvania Carey Law School 81818app手机版下载

Appraisal Waivers, Jill E. Fisch

Faculty Scholarship at Penn Law

A judicial determination of fair value in a private company can be a difficult and imprecise process. This difficulty coupled with variations in way mergers are negotiated and structured and the potential for conflicts of interest lend uncertainty to appraisal proceedings. As a result, corporate participants have powerful reasons to seek to limit the uncertainty associated with an appraisal proceeding ex ante. The response has been the growing use of shareholder agreements that limit appraisal rights.

81818app手机版下载Appraisal waivers also offer a potentially attractive solution to a somewhat different concern, the growth of appraisal litigation in publicly traded companies. As with ...


Private Ordering And The Role Of Shareholder Agreements, Jill E. Fisch 2020 University of Pennsylvania Carey Law School 81818app手机版下载

Private Ordering And The Role Of Shareholder Agreements, Jill E. Fisch

Faculty Scholarship at Penn Law

Corporate law has embraced private ordering -- tailoring a firm’s corporate governance to meet its individual needs. Firms, particularly venture-capital backed start-ups, are increasingly adopting firm-specific governance provisions such as dual-class voting structures, arrangements to create stable shared control rights among a coalition of minority shareholders, and provisions that limit the permissible fora for shareholder litigation. Courts have broadly upheld these provisions as consistent with the contractual theory of the firm. Commentators too, while finding some governance provisions objectionable, nonetheless support a private ordering approach as facilitating innovation and enhancing efficiency.

81818app手机版下载Although most analyses of private ordering focus on provisions ...


Democracy, Deference, And Compromise: Understanding And Reforming Campaign Finance Jurisprudence, Scott P. Bloomberg 2020 University of Maine School of Law 81818app手机版下载

Democracy, Deference, And Compromise: Understanding And Reforming Campaign Finance Jurisprudence, Scott P. Bloomberg

Loyola of Los Angeles Law Review

In Citizens United, the Supreme Court interpreted the government’s interest in preventing corruption as being limited to preventing quid pro quo— cash-for-votes—corruption. This narrow interpretation drastically circumscribed legislatures’ abilities to regulate the financing of elections, in turn prompting scholars to propose a number of reforms for broadening the government interest in campaign finance cases. These reforms include urging the Court to recognize a new government interest such as political equality, to adopt a broader understanding of corruption, and to be more deferential to legislatures in defining corruption.

81818app手机版下载Building upon that body of scholarship, this Article begins with a ...


The Foreign Investment Risk Review Modernization Act: The Double-Edged Sword Of U.S. Foreign Investment Regulations, J. Russell Blakey 2020 Loyola Marymount University and Loyola Law School

The Foreign Investment Risk Review Modernization Act: The Double-Edged Sword Of U.S. Foreign Investment Regulations, J. Russell Blakey

Loyola of Los Angeles Law Review

81818app手机版下载No abstract provided.


Shareholder Value(S): Index Fund Esg Activism And The New Millennial Corporate Governance, David Webber, Michal Barzuza, Quinn Curtis 2020 Boston Univeristy School of Law 81818app手机版下载

Shareholder Value(S): Index Fund Esg Activism And The New Millennial Corporate Governance, David Webber, Michal Barzuza, Quinn Curtis

Faculty Scholarship

Major index fund operators have been criticized as ineffective stewards of the firms in which they are now the largest shareholders. While scholars debate whether this passivity is a serious problem, index funds’ generally docile approach to ownership is broadly acknowledged.

However, this Article argues that the notion that index funds are passive owners overlooks an important dimension in which index funds have demonstrated outspoken, confrontational, and effective stewardship. Specifically, we document that index funds have taken a leading role in challenging management and voting
against directors in order to advance board diversity and corporate sustainability. We show that index ...


Singapore Property Tax Law As It Stands: The Rebus Sic Stantibus Principle And The Statutory Formula, Vincent OOI 2020 Singapore Management University

Singapore Property Tax Law As It Stands: The Rebus Sic Stantibus Principle And The Statutory Formula, Vincent Ooi

Research Collection School Of Law

The Singapore jurisprudence appears to have adopted the proposition that the rebus sic stantibus principle is to be disapplied where section 2(3) of the Singapore Property Tax Act (“PTA”) (the “Statutory Formula”) is applied. This article argues that this proposition perhaps ought to be stated more precisely. The principle is only disapplied where section 2(3)(b) is applied because it would run contrary to the statutory fiction imposed by section 2(3)(b) that the land is to be valued as if it were vacant land. There should be no disapplication of the principle where section 2(3 ...


Caremark And Esg, Perfect Together: A Practical Approach To Implementing An Integrated, Efficient, And Effective Caremark And Eesg Strategy, Leo E. Strine Jr., Kirby M. Smith, Reilly S. Steel 2020 University of Pennsylvania 81818app手机版下载

Caremark And Esg, Perfect Together: A Practical Approach To Implementing An Integrated, Efficient, And Effective Caremark And Eesg Strategy, Leo E. Strine Jr., Kirby M. Smith, Reilly S. Steel

Faculty Scholarship at Penn Law

With increased calls from investors, legislators, and academics for corporations to consider employee, environmental, social, and governance factors (“EESG”) when making decisions, boards and managers are struggling to situate EESG within their existing reporting and organizational structures. Building on an emerging literature connecting EESG with corporate compliance, this Essay argues that EESG is best understood as an extension of the board’s duty to implement and monitor a compliance program under Caremark. If a company decides to do more than the legal minimum, it will simultaneously satisfy legitimate demands for strong EESG programs and promote compliance with the law. Building ...


Synthetic Governance, Byung Hyun Anh, Jill E. Fisch, Panos N. Patatoukas, Steven Davidoff Solomon 2020 UC Berkeley

Synthetic Governance, Byung Hyun Anh, Jill E. Fisch, Panos N. Patatoukas, Steven Davidoff Solomon

Faculty Scholarship at Penn Law

Scholars, practitioners and policymakers continue to debate what constitutes “good” corporate governance. Academic efforts to evaluate the effect of governance provisions such as dual class voting structures, staggered boards of directors and separating the positions of CEO and Chairman of the Board, have produced inconsistent or inconclusive results. The consequence is that the debate over corporate governance is increasingly political and discordant.

We offer a way to address this debate. The rise of index-based investing provides a market-based alternative to governance regulation. Through the creation of bespoke governance index funds, asset managers can offer investors the opportunity to choose an ...


Implicit Communication And Enforcement Of Corporate Disclosure Regulation, Ashiq Ali, Michael T. Durney, Jill E. Fisch, Hoyoun Kyung 2020 University of Texas at Dallas

Implicit Communication And Enforcement Of Corporate Disclosure Regulation, Ashiq Ali, Michael T. Durney, Jill E. Fisch, Hoyoun Kyung

Faculty Scholarship at Penn Law

81818app手机版下载This study examines the challenge of implicit communication -- qualitative statements, tone, and non-verbal cues -- to the effectiveness of enforcing corporate disclosure regulation. We use a Regulation Fair Disclosure (Reg FD) setting, given that the SEC adopted the regulation recognizing that managers can convey non-public information privately not just through explicit quantitative disclosures but also through implicit communication. In a high-profile enforcement action, however, the court focused on a literal examination of the manager’s language rather than his positive spin to conclude that the SEC had been “too demanding” in examining the manager’s statements and that its enforcement policy ...


Is Incorporation The Solution To The Enigma Of Corporate Tax Residency For International Tax Purposes?, Charles Edward Andrew Lincoln IV 2020 Texas A&M University School of Law

Is Incorporation The Solution To The Enigma Of Corporate Tax Residency For International Tax Purposes?, Charles Edward Andrew Lincoln Iv

Texas A&M Law Review

81818app手机版下载Incorporation of a company for testing residency—if applied uniformly—is likely the best and most accurate way to reflect corporate residency for tax purposes. However, it does not always reflect economic reality. There is not a consensus on what the best approach is. The Organization for Economic Cooperation and Development (“OECD”) countries overwhelmingly use three tests for residency: incorporation, central management and control, and domicile. Indeed, a court in the United States or other jurisdictions may often ask if tax-avoidance motives exist when incorporation occurs in one jurisdiction and central management and control occurs in another.

This Article follows ...


Conspiracy Liability And The Fcpa: The Second Circuit's Rare Interpretation Of The Fcpa In United States V. Hoskins And Its Potential Implications, Morgan R. Knudtsen 2020 William & Mary Law School

Conspiracy Liability And The Fcpa: The Second Circuit's Rare Interpretation Of The Fcpa In United States V. Hoskins And Its Potential Implications, Morgan R. Knudtsen

William & Mary Business Law Review

The scope of the Foreign Corrupt Practices Act (FCPA) is inherently difficult to ascertain. Over time, the SEC and DOJ have privately settled claims under the FCPA, leaving most interpretation to government agencies. Though agency interpretation happens frequently, there has been little interpretation over major questions such as who is subject to the FCPA’s jurisdiction and how far that jurisdiction extends. United States v. Hoskins, which was decided in August 2018, involved the FCPA, conspiracy, and foreign corporate officials. The Second Circuit in its decision subsequently limited the scope of the FCPA, holding that liability cannot extend to foreign ...


How To Choose The Right Business Organization Form, Anjelica Cappellino 2020 CUNY Guttman Community College

How To Choose The Right Business Organization Form, Anjelica Cappellino

Open Educational Resources

No abstract provided.


Masthead, 2020 University of California, Hastings College of the Law 81818app手机版下载

Masthead

Hastings Business Law Journal

81818app手机版下载No abstract provided.