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Corporate & Securities Law

Business Law Prof Blog

Business law resources, information, and news for the academic community

Post Frequency: 11.8/day

Last Entry: April 01, 2011 at 11:04:42

Unanimous Illusion

Posted on February 15, 2010
One of the downfalls I see in boardrooms is what Daniel Goldman writes about called 'unanimous illusion.' Goldman defines this as a behavior that once a group adopts a belief, individual members are likely to believe it is true. All...

The Market is Efficient, Except When It's Not

Posted on February 13, 2010
The Wall Street Journal has a report today about a study by Professor Joseph Grundfest and doctoral candidate Nadya Malenko, which concludes many companies manipulate earnings to meet or exceed quarterly expectations by, perhaps legally (but certainly suspiciously), rounding up...

Crucial Conversations

Posted on February 12, 2010
Crucial conversations are high stake and high emotional conversations that affect your board operations. The results of these conversations could have a huge impact on the direction of the company. As a result, some element of your organization could be...

Lipshaw on Business Lawyering Judgments Jeffrey M. Lipshaw

Posted on February 12, 2010
Jeffrey M. Lipshaw has posted The Venn Diagram of Business Lawyering Judgments: Toward a Theory of Practical Metadisciplinarity on SSRN with the following abstract: The relationship of pure and mixed business and legal judgment can be modeled in a Venn...

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Urban Legend, Sweetheart Deal or Necessary Balance Sheet Cleansing?

Posted on February 11, 2010
Indy Mac Fails. FDIC sells assets to Goldman insiders. Goldman insiders make money. Rinse, spit and repeat. SJP

I am not an idiot! (Except when I am.)

Posted on February 11, 2010
Prof. Bainbridge thinks you are an idiot if you like "socialism." Some good stuff in the comments. Personally, I had a similar reaction to all the buzz surrounding Megan Fox's thumb. But my reaction was more along the lines of:...

Board Evaluation: Good, Bad and Ugly

Posted on February 10, 2010
Though many public companies are required to do an annual board evaluation, there is no rule that says they have to do it right. Many boards have found their way through the board evaluation process and are looking for the...

The SEC's mighty cease and desist authority

Posted on February 09, 2010
Since 1990, the Securities and Exchange Commission has possessed the authority to order respondents to cease-and-desist from present or future violations. The power is plenary; Professors Coffee and Sale have noted that the authority entitles the SEC to order the...

The SEC Agenda

Posted on February 09, 2010
The New York Times today published a very complimentary article about the rejuvenated SEC Division of Enforcement. Cases are being brought faster, lawyers are studying complex investments, and four new units are dedicated to asset management, securitization, municipal securities and...

Speaking of quarterbacks and intents...

Posted on February 08, 2010
Headline-grabbing Trojans football Coach Lane Kiffin sent shockwaves through amateur sports last week when he announced that he had obtained an "oral" commitment from 13-year old, 7th grader David Sills to attend USC in return for a scholarship. Master Sills...

Paust on Corporate Responsibility

Posted on February 08, 2010
Jordan J. Paust has posted Human Rights Responsibilities of Private Corporations on SSRN with the following abstract: This Article discusses the human rights responsibilities of private corporations. Part I addresses how decisions and activities of multinational corporations impact human rights...

Directors as Leaders and Followers

Posted on February 08, 2010
I have a database of ninety different leadership styles that have been the subject of countless studies and articles. That said, why is there so little information on followership? With the increased scrutiny directed at boards in the U.S., I...

Tort Reform, Anyone?

Posted on February 06, 2010
Jeff Kingston, director of Asian Studies at Temple University Japan, has an interesting essay in today's Wall Street Journal on "Toyota's botched response" to its current recall crisis. What caught my attention was Kingston's recounting of Japanese pharmaceutical companies selling...

Governance Exchange ? An Online Community for Directors

Posted on February 05, 2010
In recent years, the requirements placed on board directors by shareholders, corporate management, regulators and financial market participants as a whole have significantly expanded. At the same time, shareholders are seeking a greater level of engagement with boards, both to...

The Unnatural Separation of Liability and Control

Posted on February 04, 2010
Prof. Ribstein has put up an interesting post about the "series LLC" and the "protected cell company". His post made me think about a writing project that continues to gather dust in my "future projects" bin--"The Unnatural Separation of Liability...

Turning Arms-Length Contracts Into Fiduciary Relationships

Posted on February 04, 2010
Prof. Bainbridge has put up a nice post analyzing the SEC's brief in its appeal of the Mark Cuban insider trading decision. His comment that "a fiduciary relationship requires more than just an arms-length contract" caught my attention. This statement...

Supreme Court's Campaign Finance Ruling on 1/21/10

Posted on February 03, 2010
We are in a time of sweeping decision making vis-�-vis the U.S. Government. The latest ruling will allow corporations and labor unions to spend freely from their treasuries on television ads and other forms of direct advocacy, for or against...

Carrasco on the Financial Crisis

Posted on February 03, 2010
Enrique R. Carrasco has posted The Global Financial Crisis and the Financial Stability Forum: The Awakening and Transformation of an International Body on SSRN with the following abstract: This Article chronicles the awakening of the Financial Stability Forum (FSF) and...

Duhl on Consumer Financial Services Law

Posted on February 03, 2010
Gregory M. Duhl has posted International Developments in Consumer Financial Services Law 2007-2008 on SSRN with the following abstract: This Survey reviews international consumer financial services law developments in 2007 and 2008 (through August 15, 2008) in the areas of...

The economic crisis villain du jour...

Posted on February 02, 2010
...appears to be proprietary trading, prompting a call for a ban of the practice at firms that received deposit insurance payouts, further prompting the Senate Banking Committee leader to effectively say, "Now we're over-reaching." How I long for the day...

To damn with faint raise...

Posted on February 02, 2010
The White House's new budget allots a 12% increase for the SEC. The modest raise prompted the following lukewarm reception from the Commission chair: "If enacted, the President's request will do a great deal to help us keep pace with...

Six Steps to Restoring Trust in Corporate Governance From Former GE Executive

Posted on February 01, 2010
Ben W. Heineman Jr., General Electric's former senior vice president for law and public affairs, lays out six steps boards of directors should take to restore trust in corporate governance. They include: 1.A redefinition of the mission of the company...

Oh yeah, about credit default swaps...

Posted on February 01, 2010
We still don't have meaningful regulation of the product blamed by so many for so much market grief. An article appearing in The New York Times online over the weekend focused on AIG's dabbling in the product in the states...

Gevurtz on the Financial Crisis

Posted on January 31, 2010
Franklin A. Gevurtz has posted The Role of Corporate Law in Preventing a Financial Crisis: Reflections on 'In Re Citigroup Inc. Shareholder Derivative Litigation' on SSRN with the following abstract: This article uses recent events and litigation involving Citigroup to...

Skalbeck on Law School Marketing

Posted on January 31, 2010
Roger V. Skalbeck has posted Top 10 Law School Home Pages of 2009 on SSRN with the following abstract: The website home page represents the virtual front door for any law school. It?s the place many prospective students start in...

Corporate Rights? Yes. Corporate Responsibility? No.

Posted on January 30, 2010
The WSJ Law Blog notes that the U.S. Sentencing Commission has proposed reduced criminal penalties for corporations. Thanks to my RA, Kristina Melomed for the link--and for her one line commentary: Well, if they're good enough to spend whatever they....

Will the new SEC rules for 2010 put your board leadership at greater risk?

Posted on January 29, 2010
To answer, begin by asking the right questions. (Third of three posts on new requirements found in Item 407(h) of Regulation S-K under the Securities Exchange Act of 1934.) Starting in the 2010 proxy season, all U.S. public companies are...

Nees on Citizens United

Posted on January 29, 2010
Anne Tucker Nees has posted Politicizing Corporations: A Corporate Law Analysis of Corporate Personhood and First Amendment Rights after Citizens United on SSRN with the following abstract: From derivative suits to the derivative speech rights recognized in Citizens United, the...

Gilson, Hansmann, and Pargendler on Corporate Governance

Posted on January 29, 2010
Ronald J. Gilson, Henry Hansmann, and Mariana Pargendler have posted Regulatory Dualism as a Development Strategy: Corporate Reform in Brazil, the U.S., and the EU on SSRN with the following abstract:Countries pursuing economic development confront a fundamental obstacle...

Wyatt on Corporate Law

Posted on January 29, 2010
Timothy R. Wyatt has posted The Doctrine of Defective Incorporation and its Tenuous Coexistence with the Model Business Corporation Act on SSRN with the following abstract:At common law, where an entity had failed to incorporate, its shareholders could still obtain...

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