Articles

Engage, Embed, and Embellish: Theory Versus Practice in the Corporate Social Responsibility Movement

I. Introduction.II. The Method Of Business Ethnography. III. The Practice Of Corporate Social Responsibility . A. The Language And Culture Of The Movement . B. The Substance Of CSR Discourse . 1. Who Counts As A Stakeholder?. 2. What Is "Stakeholder Dialogue"? . 3. How Serious Are The Participating Corporations? . 4. What Is The Attitude Of The Ngos? . 5. The Role Of Government. C. The Investor Perspective . IV. Analyzing The Discourse Of Csr Reporting . V. The Csr Movement As An Experiment I...

Corporate Governance: Still Broke, No Fix in Sight

I. Introduction. II. The Problem Of Corporate Governance . III. The Separation Of Ownership And Control. A. Managerial Domination . B. The Effects Of Managerial Domination . C. The Failure Of Past Reforms: The Monitoring Model And The "Independent" Board.. D. Support For Managerial Domination.. 1. Traditional Managerialism. 2. The Team Production (Or Mediating) Model. IV. Recent And Proposed Reforms. A. The Sarbanes-Oxley Act. B. Proposed Sec Rule 14A-11. C. Enhanced Fiduciary Duties And ...

The Missing Preferred Return

I. Introduction. II. The Puzzle. A. Venture Capital Funds vs. Buyout Funds. 1. The Carry in Leveraged Buyout Funds. 2. The Carry in Venture Capital Funds: The Missing Preferred Return . B. How it Matters. 1. Nominally Profitable Funds. 2. Clawbacks in Profitable Funds. C. How Often it Matters: Empirical Evidence. III. Conventional Wisdom. A. Bargaining Power. B. Historical Explanations and Contract Stickiness. C. Lack of Cash Flow. D. Horizontal Equity with Public Company Executives. E. Dis...

The Fair Value of Cornfields in Delaware Appraisal Law

The Delaware Supreme Court´s opinions in Weinberger and Technicolor have left a troublesome uncertainty in defining the proper approach to the valuation of corporate shares. That uncertainty-increasingly important as going private mergers become more frequent-can be resolved by a blend of financial and doctrinal analysis. The primary problem, the potential opportunism by controlling shareholders in timing going private mergers, can be addressed by a more complete understanding of corporate fi...

Insider Trading: Hayek, Virtual Markets, and the Dog that Did Not Bark

I. Introduction. II. Background. III. The Mystery. IV. The Mystery Solved. V. The Wrap-Up VI. Conclusion.

Adverse Possession of Copyright: A Proposal to Complete Copyright s Unification with Property Law

I. Introduction. II. Background. A. The Historical Roots of Copyright as Property . B. Addressing the Unique Aspects of Intangible Property in the Property Law Framework. C. Criticisms of Copyright as a Form of Property. D. The Acceptance of Copyright as a Form of Property. III. Analysis A. The Basic Tenets of Adverse Possession. B. Zuill v. Shanahan: A Foot in the Door for Adverse Possession of Copyright. C. A Proposed Framework for Adverse Possession of Copyright. 1. Actual Possession . 2....

Rethinking and Restructuring the FDA Drug Approval Process in Light of the Vioxx Recall

I. Introduction . II. Background: The Drama Of Merck, Vioxx, And The Fda . A. The Drama of the Vioxx Recall. B. Merck´s Involvement in the Matter. C. The FDA´s (Not So Innocent) Role. D. An Overview of the Drug Approval Process . 1. Functions and Foundations of the FDA. 2. Clinical Drug Trials . III. Analysis: Critical Problems With The Fda Drug Approval Process. A. Disagreements About the Drug Approval Process Between the FDA and Drug Manufacturers B. Specific Inconsistencies that Fracture ...

Shooting From the Hip: The Invalidity of SEC Rule No. S7-03-04

I. Introduction . II. Background. A. Investment Company Act of 1940 . 1. The Legislative History . 2. Regulatory Structure and Authority. a. The Rulemaking Process . b. The Rulemaking Authority. B. Mutual Fund Scandal of 2003. C. SEC Rule Requiring an Independent Chairperson . 1. Rule Proposal . 2. The Final Rule . III. Analysis . A. Legality of the Independent Chairperson Requirement . 1. Statutory Requirements for the SEC´s Rulemaking Procedures . 2. The SEC´s Scope of Authority for Rulem...

The Shareholder Judgment Rule: Delaware´s Permissive Response to Corporate Vote-Buying

I. Introduction . II. Background. A. Traditional Approaches to Corporate Vote-Buying. B. The Modern Approach to Vote-Buying . C. Hewlett v. Hewlett-Packard and the Vote-Buy that Was Not. III. Analysis . A. Identifying Vote-Buying . B. What is So Great About Vote-Buying?. 1. Rationales Behind the Acceptance of Vote-Buying . 2. Gaps in the Application of Schreiber . C. Delaware and the "Shareholder Judgment Rule" D. How Does the Post-Schreiber Approach Change Pre-Schreiber Cases? . IV. Recommen...

Employee ERISA Benefits After Goodridge v. Public Health: Do Same-Sex Marriages Qualify as Legal Marriages Under Employer-Created ERISA Plans?

I. Introduction . II. Background . A. Same-Sex Marriage in the United States . B. Federal Law Implications: ERISA. 1. ERISA Preemption . 2. Definition of Beneficiary Under ERISA. C. Federal Law Implications: DOMA. 1. History and Purpose of DOMA . 2. Effects of DOMA. 3. Mini-DOMA State Laws . III. Possible Interpretations Of Doma In The Erisa Context . A. Broad View . B. Narrow View. 1. States That Have a Statute or Constitutional Amendment Limiting Marriage to Between a Woman and a Man. 2. S...