The Journal of Corporation Law
- Once more unto the (corporate data) breach, dear friends.
- No End in Sight: Business Interruption Insurance Claims in New York After the Second COVID-19 Surge.
- Compensation isn't everything: the threshold-remuneration test for employment discrimination under Title VII.
- Intermediaries revisited: is efficient certification consistent with profit maximization?
- The Importance of Being Dismissive: The Efficiency Role of Pleading Stage Evaluation of Shareholder Litigation.
- The "Reasonable Investor" of Federal Securities Law: Insights from Tort Law's "Reasonable Person" & Suggested Reforms.
- The Fetishization of independence.
- Student Loan Servicing Standards: Should the Government Look to Other Markets to Better Protect Student Borrowers?
- Due Process Implications of Panel Stacking at the USPTO.
- Financing corporate elections.
- The Foreign Account Tax Compliance Act and foreign insurance companies: better to comply than to opt out.
- Against Corporate Oversight.
- For Corporate Hypocrisy.
- Inside-out corporate governance.
- The false promise of risk-reducing incentive pay: evidence from executive pensions and deferred compensation.
- Corporate agency problems and dequity contracts.
- A Theory of Calibrated Fiduciary Duties in Firms.
- Cleaning Up the Illinois Brick Mess.
- Ex-ante corporate governance.
- Electric utilities & climate risk disclosure in SEC filings: clearing the air.
- Throwing the red flag: challenging the NFL's lessons for American business.
- Neither admit nor deny: recent changes to the Securities and Exchange Commission's longstanding settlement policy.
- BP's compensation fund: a buoy for both claimants and BP.
- Commentary on 'toward common sense and common ground? Reflections on the shared interests of managers and labor in a more rational system of corporate governance' by Leo E. Strine, Jr.
- Evaluating Stock-Trading Practices and Their Regulation.
- Unequal Intermediation: Wealth Inequality and the United States' Capital Markets.
- Climate-Related Shareholder Activism as Corporate Democracy: A Call to Reform Acting in Concert Rules.
- Managers' fiduciary duties in financially distressed corporations: chaos in Delaware (and elsewhere).
- The Legal Foundations of Apparent Authority.
- CEOs' Endorsements of Stakeholder Values: Cheap Talk or Meaningful Signal? An Empirical Analysis.
- Knowledge is not necessarily power: sandbagging in New York M&A transactions.
- The corporate governance industry.
- The Lost History of Transaction-Specific Control.(50th Anniversary Symposium: Celebrating 50 Years of Corporate Law Scholarship)(Delaware)
- The Responsible Corporate Officer, the DeCosters, and the Opioid Epidemic: Why Prison Sentences Based on the RCO Doctrine Do Not Violate Due Process.
- Beyond Dirks: gratuitous tipping and insider trading.
- Debunking the corporate fiduciary myth.
- The Way Forward After Wayfair: Sorting Through the Constitutional Limits on State Sales and Use Taxes.
- Privacy piracy: the shortcomings of the United States' data privacy regime and how to fix it.
- Digital Asset Market Evolution.
- Reflections on 'toward common sense and common ground?'.
- Corporate ostracism: freezing out controlling shareholders.
- A defense of the corporate law duty of care.
- Conflicts of interest and full disclosure.
- Defending the "acceptable business reason" requirement of the Equal Pay Act: a response to the challenges of Wernsing v. Department of Human Services.
- The Implications of "Regulation Best Interest: The Broker-Dealer Standard of Conduct" in an Increasingly Regulated Industry.
- Omnicare's silver lining.
- The False Dichotomy of Corporate Governance Platitudes.
- Countering Capture: A Political Theory of Corporate Criminal Liability.(Special Issue on Corporate Criminal Liability Law)
- Forecasting Change: Examining the Future of Agricultural Data Processors and Ownership Rights.
- Recovering the Promise of the Orderly and Fair Stock Exchange.
- Leveraged liquidity: bear raids and junk loans in the new credit market.
- Sharing app or regulation Hack(ney)? Defining Uber Technologies, Inc.
- Universal Proxy Ballots and Private Ordering.
- The inconvenient truth about corporate governance: some thoughts on Vice-Chancellor Strine's essay.
- Max Oversight Duties: How Boeing Signifies a Shift in Corporate Law.
- Cruel and Unusual Corporate Punishment.
- Corporations, Social Media, & Advertising: Deceptive, Profitable, or Just Smart Marketing?
- Drilling for disclosure: resource extraction issuer disclosure and American Petroleum Institute v. SEC.
- The past, present, and future of shareholder activism by hedge funds.
- Contextualizing Bring Your Own Device Policies.
- Is the quick-look antitrust analysis in PolyGram Holding inherently suspect?
- Corporate elections and tactical settlements.
- From Blockchain to Bankruptcy: Understanding the Legal Landscape of Cryptocurrency Bankruptcies.
- Reverse payment settlements: how Actavis activated the rule of reason.
- Skinny Charters: Rebuilding the Banking Regulatory Perimeter.
- Does Trados Matter?
- Law and tunneling.
- Inefficiencies in the information thicket: a case study of derivative disclosures during the financial crisis.
- Optimizing online trademark protections given the proliferation of generic top level domains.
- Cleaning the murky safe harbor for forward-looking statements: an inquiry into whether actual knowledge of falsity precludes the meaningful cautionary statement defense.
- Show us your money: halting the use of trade organizations as covert conduits for corporate campaign contributions.
- "Put Me in Coach!": Recognizing NBA Players' Need for Legal Protection as Stakeholders in the League and Increased Participation in Governance.
- Opening at $25 1/2 is big firm U.S.A.: why America may eventually have a publicly traded law firm, and why law firms can succeed without going public.
- What structural presumption? Reuniting evidence and economics on the role of market concentration in horizontal merger analysis.
- The Madoff scandal, market regulatory failure and the business education of lawyers.
- Should the CEO Pay Ratio be Regulated?
- Balance of power politics and corporate governance.
- Who owns the ruby slippers? An analysis of the impact of Warner Bros. v. X One X on visual depictions in copyright law.
- The siren call of equity crowdfunding.
- The wolf at the door: the impact of hedge fund activism on corporate governance.
- A Sign of Change or More of the Same? Wagner v. FEC and Its Implications on the Changing Field of Corporate Campaign Contributions as Applied to Federal Contractors.
- Securitization, structured finance, and covered bonds.
- Antitrust and patent law as component parts of innovation policy.
- The shared interests of managers and labor in corporate governance: a comment on Strine.
- The non-uniformity of uniform laws.
- Convergence in corporate governance: a leximetric approach.
- The omnipresent specter of Omnicare.
- Substance and semblance in investor protection.
- Forecasting the How and Why of Corporate Crime's Demise.(Special Issue on Corporate Criminal Liability Law)
- Bankruptcy or bailouts?
- Inefficient results in the market for corporate control: highest bidders, highest-value users, and socially optimal owners.
- "Consistency is all I ask!": Leveling the Playing Field of Online Sports Gambling.
- Assessing the materiality of financial misstatements.
- Ending executive manipulations of incentive compensation.
- Rule 12b-1 in practice.
- The Inherent Ambiguity of Out-of-Pocket Damages in Securities Fraud Class Actions.
- The Trouble with Tags: Seeking Mark Protection for Corporate Branded Hashtags - More Trouble Than It's Worth?
- From boardroom to courtroom to newsroom: the media and the corporate governance scandals.
- Changing signals: a new approach to the enforcement of rail passenger traffic preference in response to the Passenger Rail Investment and Improvement Act of 2008.
- Allocating regulatory resources.
- Charity Trusts and the Shareholder vs. Stakeholder Debate.
- But We Haven't Got Corporate Criminal Law!(Special Issue on Corporate Criminal Liability Law)
- The Doctrinal Quandary of Manipulative Practices in Securities Markets: Artificial Pricing, Price Discovery, and Liquidity Provision.
- Series LLCs: the asset protection dream machines?
- Powerhouses: A Comparative Analysis of Blockchain-Enabled Smart Microgrids.
- Section 421: China's WTO noncompliance and the protection of U.S. corporate interests.
- Is the OECD the answer? It's only part of the solution.
- French fries, franchisees, and the FMLA: understanding the McDonald's decision and what it may mean for expanding franchisor joint liability.
- Sanders v. Brown: state-action immunity and judicial protection of the Master Settlement Agreement.
- Reducing Employment Barriers for People with Criminal Records.
- Transcending regulatory fragmentation and the construction of an economy-society discourse: implications for regulatory policy derived from a functional approach to understanding shadow banking.
- Down to Their Last Strike: How the MLB Antitrust Exemption has Hurt Minor League Players' Salaries and Why It is up to Them to Fight Back.
- Secondary-Default Remedies: Should Harshness Limit Enforcement?
- Enhancing Protection for Supplier Creditors in Chinese Bankruptcy Proceedings: Perspectives from U.S. Experience.
- Making Sense of the Business Roundtable's Reversal on Corporate Purpose.(response to article by Jeffery M. Lipshaw, in this issue, p. 345)
- Free writing.
- The Foreign Affairs of the Federal Reserve.
- Delaware's answer to management deadlock in the limited liability company: judicial dissolution.
- How to Control Controller Conflicts.(50th Anniversary Symposium: Celebrating 50 Years of Corporate Law Scholarship)
- Privatized Justice: Ankle Monitors Are the New Private Prison.
- On subsidies and mandates: a regulatory critique of ACA.
- Can A Broader Corporate Purpose Redress Inequality? The Stakeholder Approach Chimera.
- Maximizing the wealth of fictional shareholders: which fiction should directors embrace?
- The SEC as Financial Stability Regulator.
- Lawyering Up.
- The contraceptive mandate and the Regulatory Accountability Act: lessons learned concerning procedural obstacles in agency rulemaking.
- Venturing into the uncharted: how carefully created venture exchanges can succeed while bolstering the American economy.
- Pre-disclosure accumulations by activist investors: evidence and policy.
- Choosing governance in the FCPA reform debate.
- Corporate governance and the new hedge fund activism: an empirical analysis.
- The Dodd-Frank Act's expansion of state authority to protect consumers of financial services.
- What fiduciary duties should apply to the LLC manager after more than a decade of experimentation?
- Why comply? Organizational guidelines offer a safer harbor in the storm.
- An Epic Change to Employment Law.
- Disney, good faith, and structural bias.
- Fix Housing to Fix America: Unlocking Housing Abundance with Land-Use Reform.
- Increasing microlending potential in the United States through a strategic approach to regulatory reform.
- Financial conglomerates and information barriers.
- For optional federal incorporation.
- Intellectual property laws for fashion designers need no embellishments: they are already in style.
- Fund boards as reform leaders-missing in action.
- Rule 12b-1's requirements.
- Choosing governance in the FCPA reform debate.
- American Mortgage Giants Fannie Mae and Freddie Mac: Ending the Unceasing Conservatorship.
- Tax strategy patents after the America Invents Act: the need for judicial action.
- Is the Corporate Criminal Enforcement Ecosystem Defensible?(Special Issue on Corporate Criminal Liability Law)
- VI. Conclusion.
- A Test of Stakeholder Capitalism.
- Mass procedures as a form of "regulatory arbitration"- Abaclat v. Argentine Republic and the international investment regime.
- Patent law as an incentive to innovate not donate: the role of the U.S. patent system in regulating ownership of human tissue.
- 'Enlightened shareholder value': corporate governance beyond the shareholder-stakeholder divide.
- The social reform of banking.
- How Do LLC Owners Contract Around Default Statutory Protections?
- Who's afraid of the big bad NCAA? The Ed O'Bannon v. NCAA decision's impact on the NCAA's amateurism model.
- Staying the course with broker-dealer registration: the SEC's impending regulation of crowdfunding portals under the JOBS act.
- The best of both worlds: default fiduciary duties and contractual freedom in alternative business entities.
- Empirical study and review: hedge fund activism.
- The final frontier and a Guano Islands Act for the twenty-first century: reaching for the stars without reaching for the stars.
- How to Regulate the Regulators: Applying Principles of Good Corporate Governance to Financial Regulatory Authorities.
- Iowans Need Change: The Case for Repeal of Iowa's Certificate of Need Law.
- The vanishing supervisor.
- The viability of benefit corporations: an argument for greater transparency and accountability.
- Systematic Stewardship.
- Notice Risk and Registered Agency.
- A necessary gatekeeper: the fiduciary duties of the lead plaintiff in shareholder derivative litigation.
- Forced commercial speech and the government speech doctrine: discerning and reducing the uncertainty following Johanns v. Livestock Marketing Association.
- The Great Divide: ERISA Integrity versus State Desire to Hold Pharmacy Benefit Managers Accountable for Pharmaceutical Drug Pricing.
- From Block Lords to Blockchain: How Securities Dealers Make Markets.
- State action immunity, municipalities, and the unique case of eminent domain.
- Relevant markets for copyrighted works.
- In search of a remedy: do state laws exempting sellers from strict product liability adequately protect consumers harmed by defective Chinese-manufactured products?
- Corporate Coverture.(Special Issue on Corporate Criminal Liability Law)
- The undercivilization of corporate law.
- Feel Good Antitrust.
- Able but not willing: the failure of mutual fund advisers to advocate for shareholders' rights.
- Insider trading laws and stock markets around the world: an empirical contribution to the theoretical law and economics debate.
- Regulating Surrogacy Agencies Through Value-Based Compliance.
- Damning dictum: the default duty debate in Delaware.
- Corporations and hedging: distinguishing forwards from swaps under the Commodity Exchange Act post-Dodd-Frank.
- Historic Preservation: Incentivizing Companies Through Tax Credits.
- Should States be Monopolizing International Treaty Law?
- Guests at the table? Independent directors in family-influenced public companies.
- Trusts versus corporations: an empirical analysis of competing organizational forms.
- Directors' Caremark Liability for Fraudulent Disclosures to Customers about the Company's Cybersecurity: SolarWinds Reconsidered.(50th Anniversary Symposium: Celebrating 50 Years of Corporate Law Scholarship)
- Broken promises: the role of reputation in private equity contracting and strategic default.
- The IPO Alternative: Special Purpose Acquisition Companies Are Gaining Traction in Private Equity.(initial public offering)
- IP Waivers in a Pandemic: Great in Theory, Wrong in Practice.(intellectual property)
- Certification drag: the opinion puzzle and other transactional curiosities.
- Sexy sex discrimination: why appearance-based discrimination is sex discrimination.
- Cross-Market Balancing of Competitive Effects: What Is the Law, and What Should It Be?
- The acid test: does rule 12b-1 benefit mutual fund shareholders?
- Legal recourse as a tool for chance.
- The Past, Present, and Future of Proxy Voting Choice.(50th Anniversary Symposium: Celebrating 50 Years of Corporate Law Scholarship)
- The Shadow Payment System.
- U.S. Securities and Exchange Commission Enforcement Based on Deficient Disclosure--Practices, Policies, and Insights.(50th Anniversary Symposium: Celebrating 50 Years of Corporate Law Scholarship)
- The Physician's Immunity Statute: a botched operation or a model procedure?
- Excess-pay clawbacks.
- Merck v. Integra: (section) 271(e)(1) and the common law research exemption.
- Supplementing Dodd-Frank: An Argument for Further Increasing the Regulation of Credit Default Swaps.
- The duty to manage risk.