Articles

Guests at the Table?: Independent Directors in Family- Influenced Public Companies

I. Introduction II. Publicly Held Family Companies A. Definitions and Incidence B. Firm Performance C. Suggestive Circumstances III. Private Benefits Of Control A. Complexities of Control and the Benefits It Confers B. Illicit Pecuniary Benefits IV. Distinctive Functions Of Independent Directors A. Directors' Duties and Definitions of Independence 1. Directors' Duties 2. Definitions of Independence B. Functions Served by Independent Directors 1. Vigilance 2. Reality Checks a. Family Identity ...

For Whom the Bell Tolls: The Demise of Exchange Trading Floors and the Growth of ECNs

I. Introduction II. Exchange Trading-Some History A. 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 Trading Arrives A. Automation Arrives in the Futures Industry B. Automation Arrives in the Securities Industry C. Scandals D. The ECNs Arrive E. Nasdaq and NYSE Responses IV. Regulating the ECNs A. Securities Industry B. Derivatives Industry V....

Free Writing

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 Exempt from Section 12(a)(2) B. Congress Was Wise to Exempt Free Writing from Section 12(a)(2) IV. Free Writing Prospectuses and Section 12(a)(2) A. Free Writing Prospectuses are Not Exempt from Section 12(a)(2) B. Free Writing About Free Writing Prospectuses 1. Issuer Liability 2. Section 10(b) C. ...

Commentary

Layering administrative law and basic contract principles: Analyzing the waiver of FMLA claims in severance agreements

I. Introduction II. Background A. 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 Rejects Retrospective Waivers Of Proscriptive Fmla Claims In Severance Agreements D. Federal Common Law Tests for Analyzing Waivers of Federal Statutory Employment Rights III. Analysis A. The Chevron Analysis For Interpreting Administrative Reg...

Defending the Acceptable Business Reason Requirement of the Equal Pay Act: A Response to the Challenges of Wernsing v. Department of Human Services

I. Introduction II. Background A. 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 1. The Supreme Court's Guidance in Corning Glass Works and Gunther 2. Majority View a. The Ninth Circuit in Kouba b. The Sixth Circuit in EEOC c. The Eleventh Circuit in Glenn d. The Second Circuit in Aldrich 3. Minority View a. The Eighth Circu...