Corporate Law

Top PDF Corporate Law:

Equity and Corporate Law

Equity and Corporate Law

Equity and Corporate Law SMU Law Review Volume 68 | Issue 3 Article 18 2015 Equity and Corporate Law Mark J Loewenstein University of Colorado, Boulder, mark loewenstein@colorado edu Follow this and a[.]

13 Read more

LAWYERS, IGNORANCE, AND THE DOMINANCE OF DELAWARE CORPORATE LAW

LAWYERS, IGNORANCE, AND THE DOMINANCE OF DELAWARE CORPORATE LAW

various ratings that attempt to do that, from U.S. News & World Report to data compiled by Professor Brian Leiter. We only mean to suggest that those schools that draw students broadly from the national market expect them to move largely into high-paying jobs at large corporate law firms that provide the services we describe. Nevertheless, we provide one anecdote, using the 240 lawyers listed by Wachtell, Lipton, Rosen & Katz on their web page. Attorneys, W ACHTELL , L IPTON , R OSEN & K ATZ , http://wlrk.com/Page.cfm/Thread/Attorneys (last visited Nov. 18, 2008). The top five schools listed by U.S. News & World Report provided 154 of those lawyers, or 64%, while the top ten schools provided 192, or 80%, based on first law degrees. Id. Some of the remaining lawyers who held degrees from foreign schools also held master’s degrees from these top-ranked schools. Id. Aside from public universities in the top twenty schools (Michigan, Virginia, UCLA, and Texas), only four lawyers graduated from state universities that would be more likely to teach local law. Id. We recognize that a sample of one is necessarily biased, and that we chose one of the most selective law firms in the nation for our sample, but we believe it is suggestive.
Show more

30 Read more

PRICE CONSIDERATIONS IN THE MARKET FOR CORPORATE LAW

PRICE CONSIDERATIONS IN THE MARKET FOR CORPORATE LAW

11 See, e.g., Bebchuk, Desirable Limits, supra note 4, at 1451-55 (discussing some objections to this assumption but stating that “[b]oth the race for the bottom and the race for the top theories make this assumption, at least implicitly” and concluding that “for the purpose of analyzing the effects of state competition, the appropriate assumption remains that state law is shaped by states’ desire to attract incorporations”); Romano, Law as a Product, supra note 3, at 228 (stating that both the race to the bottom and the race to the top schools adopt the assumption that the “objective of states is revenue maximization, which is thought to depend directly upon the volume of domestic incorporations”); Bebchuk & Cohen, supra note 2, at 384 (“In this debate, most scholars have made similar assumptions about the supply side of the market, namely, that states seek to attract incorporations.”); Bebchuk & Ferrell, New Approach, supra note 4, at 133 & n.64 (asserting that “[t]he whole focus on the debate over the effects of federalism on the provision of desirable corporate rules is based on this assumption”); Bebchuk & Ferrell, The Race to Protect Managers, supra note 4, at 1173 (noting that the “starting assumption of the ‘race to the top’/’race to the bottom’ debate” is that “a state wishes to maximize the number of companies that are incorporated there”); Kamar, supra note 5, at 1909 (stating that “[f]ederalism in American corporate law is widely thought to have bred a system of regulatory competition in which states formulate law to attract incorporation”); Subramanian, Incorporation Choice, supra note 2, at 1810 (stating that “both sides assume that states seek to maximize the number of companies incorporated within their boundaries”). In other articles, commentators have made this assumption implicitly, at least with respect to some of their conclusions. See Bebchuk & Hamdani, Leisurely Walk, supra note 5, at 559-600
Show more

88 Read more

Networks of Heightened Scrutiny in Corporate Law

Networks of Heightened Scrutiny in Corporate Law

The results reveal several important patterns. First, and most technically, citation patterns in Delaware corporate law seem to exhibit a highly skewed distribution where a small number of cases are disproportionately cited and the bulk of the cases remain obscure. Perhaps reassuringly, this finding is consistent with that found across a number of emerging network studies. Second, the courts are not always linguistically consistent. Although this analysis is not relevant to the current study, Fairness showed that courts often use the terms “intrinsic,” “inherent,” and “entire” fairness inconsistently. It then hypothesized that these extra adjectives perhaps give a false sense of doctrinal precision and an allure of plaintiff- friendliness which belies the empirical reality. 88 Third, and by far most significantly, these two articles have shown that even purportedly plaintiff-friendly standards actually end up not helping plaintiffs most of the time. To be sure, they are kinder to plaintiffs than the BJR, where the defendant is virtually guaranteed to win, but they are far from outcome determinative.
Show more

27 Read more

NEVADA AND THE MARKET FOR CORPORATE LAW

NEVADA AND THE MARKET FOR CORPORATE LAW

In evaluating the efficiency of state corporate law it is important to keep in mind that law is just one of many potential ways principals have of reducing agent cheating. State-imposed fiduciary duties involve ex post judicial review of fiduciary conduct and judicially enforced damages and equitable relief for misconduct. Principals could supplement or substitute for these duties, among other things, shareholder approval of agents' acts, incentive compensation to align agents' incentives with the firm's interests, shareholder transfer or exit rights, and review of agent conduct by independent directors, auditors, or lawyers. Principals also could rely on market mechanisms such as price signals in product and securities markets, markets for corporate control and managerial services, and reputational incentives. Some of these terms could be provided by judicially enforced contract provisions rather than default or mandatory rules in state corporate law. The federal securities laws provide additional mandatory penalties for fraud, non-disclosure and other misconduct. This helps ensure that shareholders have the facts regarding how well their firms are governed. Federal law also provides some minimum governance standards for publicly held firms. In short, the efficiency of state corporate law depends on its marginal costs and benefits in controlling agent cheating given other constraints on agency costs.
Show more

20 Read more

The New Concept of Loyalty in Corporate Law

The New Concept of Loyalty in Corporate Law

Norms, and the Self-Governing Corporation, 149 U. P A . L. R EV . 1619, 1696 (2001) (noting that “with judges typically drawn from the Delaware corporate bar, or, when not, rather quickly socialized by those who were, they occupy an odd sort of insider/outsider position”); see also Lynn A. Stout, On the Proper Motives of Corporate Directors (Or, Why You Don’t Want to Invite Homo Economicus to Join Your Board), 28 D EL . J. C ORP . L. 1, 15 (2003) (assessing claim that “judicial opinions influence the behavior of directors as ‘moral beings’ by ‘express[ing] community ideals’ about their proper deportment and role” (quoting William T. Allen, The Corporate Directors’ Fiduciary Duty of Care and the Business Judgment Rule Under U.S. Corporate Law, in C OMPARATIVE C ORPORATE G OVERNANCE : T HE S TATE OF THE A RT AND E MERGING R ESEARCH
Show more

72 Read more

Corporate Law and Legal Determinacy

Corporate Law and Legal Determinacy

Corporate Law and Governance from 1992–2004? A Retrospective on Some Key Developments, 153 U. P A . L. R EV . 1399, 1412 (2005) (asserting that Delaware law ―is indeterminate and that this indeterminacy is good‖). Fisch, supra note 19, at 1081, concludes that Delaware law is ―largely . . . indeterminate‖ but argues that this quality allows Delaware to be particularly responsive to developments in the business world. A similar position is taken by William Bratton. He acknowledges that Delaware law is indeterminate. William W. Bratton, Delaware Law as Applied Public Choice Theory: Bill Cary and the Basic Course after Twenty-Five Years, 34 G A . L. R EV . 447, 467 (2000). However, while conceding that indeterminacy may theoretically make Delaware‘s law less valuable to firms, id. at 470, he is quick to point out that the benefits of a less standard- based approach may not be ―sufficient to justify a change of direction,‖ id. at 472. Myron T. Steele & J.W. Verret, Delaware's Guidance: Ensuring Equity for the Modern Witenagemot, 2 V A . L. & B US . R EV . 189, 193 (2007), concede that the standards used in Delaware law ―are not exact.‖ However, they stress that the Delaware Court of Chancery has to balance the need for legal certainty with the need for flexibility. Id. at 192.
Show more

60 Read more

Business Analysis - Nevada Incorporations and Corporate Law

Business Analysis - Nevada Incorporations and Corporate Law

One of the central debates among corporate law scholars is whether the U.S. system of state-level corporate law is socially efficient relative to a legal system that governs corporations at the national level. The debate, now spanning at least 30 years if not longer, relates to whether state-level competition leads to a race to the “bottom” (Cary (1974) Bebchuk (1992) Bebchuk & Ferrell (1999)) or “top” (Easterboork & Fischell (1991), Romano (1985, 1993, 2001) Winter (1977)) in terms of how corporate law protects firm shareholders. Because Delaware attracts more than half of all publicly traded firms in the United States, inferences related to state competition have always been drawn by comparing Delaware to other states.
Show more

25 Read more

Nevada and the Market for Corporate Law

Nevada and the Market for Corporate Law

There is an additional question of why Nevada chooses to compete with Delaware on the low end of monitoring rather than by offering a stricter law. One explanation is that Nevada’s bright-line approach to liability meshes well with Nevada’s legal infrastructure of judges and lawyers. Delaware corporate judges are adept at writing extensive opin- ions, sometimes on a tight schedule that analyze corporate transactions with care and expertise. These decisions must distinguish between ac- ceptable business judgment at the time of the decision and a violation of the applicable legal standards in the particular case. Judges also must prescribe governance practices that are both realistic and effective and fit the case into the complex network of existing Delaware law. In order to do their job, even the most expert judges rely on comparably expert ad- vocates to navigate this process. Indeed, Delaware judges are drawn from the ranks of the Delaware bar. By contrast, Nevada, like other states aside from Delaware, lacks a comparable corporate law infrastructure and is unlikely to acquire such an infrastructure without either first at- tracting the high-end incorporation business or making a substantial in- vestment in infrastructure on the gamble that the business will come.
Show more

24 Read more

Networks of Fairness Review in Corporate Law

Networks of Fairness Review in Corporate Law

10. Gimbel v. Signal Cos., 316 A.2d 599, 615 (Del. Ch. 1974). As Mark Roe has noted, the BJR “has courts refusing to directly help shareholders who attack managerial mistake.” Mark J. Roe, Corporate Law’s Limits, 31 J. L EGAL S TUD . 233, 235 (2002). 11. There is one prominent case where the Delaware Supreme Court found directors to have behaved in a grossly negligent manner. See Smith v. Van Gorkom, 488 A.2d 858, 881 (Del. 1985). Amusingly enough, the Delaware legislature subsequently permitted corporations to contract out of even gross negligence, at least as to monetary liability. See D EL . C ODE A NN . tit. 8, § 102(b)(7) (2007); see also Roe, supra note 10, at
Show more

33 Read more

The Proprietary Foundations of Corporate Law

The Proprietary Foundations of Corporate Law

(ii) The scope of ‘corporate law’. One of the clearest implications of the analysis concerns the scope of what we think about as ‘corporate law’. The subject tends to be seen as principally comprised of the rules described in the foregoing discussion as ‘contractarian’. 154 This is in part because rules of this type comprise the majority of the Companies legislation, 155 in part because the very size of the subject makes it necessary to draw essentially arbitrary distinctions when writing books or designing courses and in part because knowledge of other relevant areas of law tends to be assumed on the part of students and practitioners of the subject. There is nothing inherently wrong with subject boundaries being drawn for convenience, so long as the reason for so doing is not forgotten. Yet with ever-increasing specialisation in the teaching and practice of law, there is a risk that with such boundaries come barriers to understanding. As the foregoing analysis demonstrates, it is only through the existence of a wide range of rules that are commonly classified under other headings—property law, agency, trusts, secured credit, insolvency—that the ‘core’ aspects of corporate law are able to do their work. Moreover, understanding and evaluating the way in which the law functions to facilitate and regulate the operation of business enterprise requires consideration of this whole range of doctrines. Our analysis suggests that the efficacy of the whole depends disproportionately upon the structure of the proprietary foundations, and in particular upon the way in which the essential strategies of property law are mixed together.
Show more

52 Read more

Introduction to the Metaphors of Corporate Law

Introduction to the Metaphors of Corporate Law

In fact, however, corporate law has relatively little to do with the imaginary purely private contract law of the “nexus of contracts” metaphor. The basic corporate structure is entirely statutory, not contractual: entity continuity, entity liability, centralized governance, and the basic fiduciary duties of both directors and employees. It would be extremely difficult to generate something similar by private contracting, because the corporate structure conflicts with basic contract norms on several levels. Thus, contract assumes at least formal agreement, but corporate shareholders need not individually agree to any corporate decision. Even when shareholders have the right to ratify board decisions, it is only by majority vote. Nor could private contracting parties agree by contract to make someone else liable for their actions; outside corporate law, economic actors cannot decline tort liability simply by announcing their intention to do so. 53
Show more

32 Read more

Sticky Defaults and Altering Rules in Corporate Law

Sticky Defaults and Altering Rules in Corporate Law

Sticky Defaults and Altering Rules in Corporate Law SMU Law Review Volume 60 | Issue 2 Article 4 2007 Sticky Defaults and Altering Rules in Corporate Law Brett H McDonnell Follow this and additional w[.]

59 Read more

The Role of Corporate Law in French Corporate Governance

The Role of Corporate Law in French Corporate Governance

One possible outcome is for corporate law to allow a corporation to indemnify or purchase insurance for its directors and officers. Such insur- ance would cover honest mist[r]

63 Read more

A Comparative Analysis of Indeterminacy in Corporate Law

A Comparative Analysis of Indeterminacy in Corporate Law

By the same token, if the corporate laws of other U.S. states were found to be as standard based as Delaware corporate law, this would not refute the possibility that regulatory competition makes Delaware corporate law excessively indeterminate. Regardless of whether Delaware law is optimally efficient, other states have strong incentives to follow Delaware’s precedents. And they often do. 61 Such a course of action allows them to participate in network benefits to some extent. And, more importantly, states that lack a specialized judiciary may hope (with some justification) that they can raise the quality and coherence of their case law by fashioning it upon the highly regarded Delaware law. In other words, if other states rely as strongly on indeterminate standards as Delaware does, this may not be because such standards are efficient, but rather because the relevant other states have copied Delaware law without regard to its efficiency or inefficiency.
Show more

46 Read more

Globalizing Up Corporate Law

Globalizing Up Corporate Law

Globalizing Up Corporate Law SMU Law Review Volume 68 | Issue 3 Article 15 2015 Globalizing Up Corporate Law Franklin A Gevurtz University of the Pacific, McGeorge School of Law, fgevurtz@pacific edu[.]

17 Read more

The Quiet Transformation of Corporate Law

The Quiet Transformation of Corporate Law

The Quiet Transformation of Corporate Law SMU Law Review Volume 57 | Issue 2 Article 3 2004 The Quiet Transformation of Corporate Law Mark J Loewenstein Follow this and additional works at https //sch[.]

35 Read more

PRICE CONSIDERATIONS IN THE MARKET FOR CORPORATE LAW

PRICE CONSIDERATIONS IN THE MARKET FOR CORPORATE LAW

The analysis advanced in this Article has fundamental implications for the federalism debate. First, it casts doubt on the repeated argument of race to the top proponents that Delaware's superiority compared to other states is conclusive evidence for the desirability of the current system. Because Delaware, unlike many other states, takes price considerations into account as well, it is expected to adopt better corporate law whether there is a race to the top or the bottom. Race to the top proponents have mistakenly substituted the superiority of Delaware law for the superiority of the current system. Race to the bottom analysis also needs to be reconsidered because it does not take into account the effects of price considerations on Delaware. Delaware is motivated not only by the desire to attract incorporations but also by the desire to charge a positive price, the size of which depends on the extent to which its corporate law system adds value to firms incorporated there. The price considerations analysis also has important implications for the recent literature that concentrates on Delaware's market power and its consequences. Contrary to the conventional wisdom in this literature, according to which Delaware's market dominance inevitably leads to the production of a suboptimal corporate law, price considerations analysis suggests that the concentrated structure of the market for corporate law has some virtues. In particular, in a competitive market shareholders might have less protection than they have in a concentrated market, in which the major producer is restrained by price considerations. In addition, the analysis shows that price considerations induce Delaware to invest in innovations and modifications to its corporate law regardless of the significant network externalities that ar e associated with Delaware law. Lastly, the analysis also has implications for the recent theory which focuses on the threat of federal intervention as Delaware’s main constraint. In particular, it suggests that if this threat prevents Delaware from increasing its tax, it limits the positive effects created by price considerations.
Show more

68 Read more

Reliance on Experts from a Corporate Law Perspective

Reliance on Experts from a Corporate Law Perspective

In this Article, emphasis is placed on Section 141(e) of the Delaware General Corporation Law, according to which directors are entitled to rely on the advice of such experts[r]

31 Read more

The main features of ilex The Corporate Law Centre

The main features of ilex The Corporate Law Centre

The iLex software has been developed not only for desktops and laptops but for mobile devices, tablets and smart phones, as well, including especially the two currently mainstream development trends, Android and iOS running devices. Due to these features the users are not hardbound to a conventional corporate workplace and timeline while managing legal operations.

6 Read more

Show all 10000 documents...