The ability of publicly available information to affect stock prices and the globalization of the world’s economies has ushered in an era of transnational securities fraud. The United States, with its unique class-action mechanism, has become an increasingly attractive forum not only for U.S. investors seeking to recoup their losses… Read More »
This Editorial summarizes my forthcoming Note, 85 N.Y.U. L. REV. (forthcoming June 2010), in which I assert that our current regulatory structure is suboptimal in its regulation of the systemic risk created by the failure of large, interconnected “nonbank” financial institutions (in general, a nonbank financial institution is any institution that… Read More »
Corporate law academics have long sought to fully understand the process of state corporate lawmaking. For decades the debate was premised upon strong, ongoing state-to-state competition, with sharp disagreement on the directionality of that competition. In this decade, however, a powerful revisionist perspective has emerged that states do not compete,… Read More »
During their first year of law school, students are taught some eternal verities. One of them is that America’s federal system consists of fifty states, each governed only by its own law and not by the law of any other state. Overlying this state law tapestry is a system of… Read More »
George S. Geis
- University of Virginia School of Law
Large corporations harbor dark corners, and these shadows shelter a daunting collection of governance concerns. There are at least three internal governance problems. First, lazy or dishonest managers might use their control of a firm’s daily operations to make poor decisions or steal that which rightfully belongs to shareholders. Second,… Read More »
Benjamin Means
- University of South Carolina School of Law
In a recent article published by the Georgetown Law Journal, I criticize the inflexibility of existing law concerning claims of minority shareholder oppression in close corporations. A more satisfactory approach, I contend, would encourage courts to vary their level of scrutiny, requiring detailed justification from controlling shareholders when the minority… Read More »
Keynes taught years ago that international cash flows are always political. Western response to the enormous increase in the number and the assets of sovereign wealth funds (SWFs), and other government-directed investment vehicles that often get lumped together under the SWF label, proves Keynes right. To their most severe critics, sovereign… Read More »
Edwin D. Eshmoili
- J.D. Candidate, Cornell Law School
Each day, hundreds of eBay members log on to the auction website and, with limited information and much risk, bid on items being sold “as is.” When consumers purchase an item “as is,” they agree to buy the item in whatever condition it is in—regardless of whether it is actually… Read More »
Power in public corporations is dispersed among three key groups: shareholders; the board of directors; and the company’s executive officers, including its Chief Executive Officer (CEO). Each group has rights and privileges. Each also has duties and responsibilities.
Contemporary corporate case law and scholarship, however, pay far more attention to… Read More »
This is a test Read More »