The Journal of Corporation Law
- Financing corporate elections.
- Managers' fiduciary duties in financially distressed corporations: chaos in Delaware (and elsewhere).
- The Legal Foundations of Apparent Authority.
- Rolled Over: How the Trump Administration is Failing to Protect Civilians and Military Service Members from Predatory Payday Lending.
- FCC authority post-Comcast: finding a happy medium in the net neutrality debate.
- Distorting legal principles.
- Generic drug manufacturer liability: achieving a balance between consumer affordability and safety.
- Who owns the ruby slippers? An analysis of the impact of Warner Bros. v. X One X on visual depictions in copyright law.
- State Medical Boards: Are the Regulators Regulated?
- The wolf at the door: the impact of hedge fund activism on corporate governance.
- Private Securities Litigation Reform Act of 1995: safe harbor for the innocent or modern day Port of Tortuga for the buccaneers of Wall Street?
- How Dodd-Frank's orderly liquidation authority for financial companies violates article III of the United States Constitution.
- 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.
- The Foreign Account Tax Compliance Act and foreign insurance companies: better to comply than to opt out.
- The Single-Owner Standard and the Public-Private Choice.
- "Put Me in Coach!": Recognizing NBA Players' Need for Legal Protection as Stakeholders in the League and Increased Participation in Governance.
- Substance and semblance in investor protection.
- Bankruptcy or bailouts?
- Recoupling Founders with Their IP - Improving Innovation by Rationalizing IRC Section 351: Licensing vs. Assignment of Founders' IP in VC-Backed Startups.
- Optimizing online trademark protections given the proliferation of generic top level domains.
- Inefficient results in the market for corporate control: highest bidders, highest-value users, and socially optimal owners.
- Smartphones: increasing productivity, creating overtime liability.
- Knowledge is not necessarily power: sandbagging in New York M&A transactions.
- Maximal Accountability with Minimally Sufficient Punishment.
- Mortgage Underwriters: Deciphering Exempt Status Under the FLSA's Enigmatic Administrative Exemption.
- Insider trading inside the beltway.
- Challenges of Multi-State Series and Framework for Judicial Analysis.
- Shareholder Divorce Court.
- Corporate ostracism: freezing out controlling shareholders.
- The Implications of "Regulation Best Interest: The Broker-Dealer Standard of Conduct" in an Increasingly Regulated Industry.
- Cruel and Unusual Corporate Punishment.
- Beyond Dirks: gratuitous tipping and insider trading.
- 'Enlightened shareholder value': corporate governance beyond the shareholder-stakeholder divide.
- Financial conglomerates and information barriers.
- The best of both worlds: default fiduciary duties and contractual freedom in alternative business entities.
- Corporations, Social Media, & Advertising: Deceptive, Profitable, or Just Smart Marketing?
- Who's afraid of the big bad NCAA? The Ed O'Bannon v. NCAA decision's impact on the NCAA's amateurism model.
- VI. Conclusion.
- Celebrating 35 years of leadership in corporate law scholarship.
- The siren call of equity crowdfunding.
- Off the record: why the EEOC should change its guidelines regarding employers' consideration of employees' criminal records during the hiring process.
- Default rules and fiduciary duty waivers in alternative entities: policy issues and empirical insights.
- The law and economics of scaled equity market regulation.
- Corporate Stewardship.
- Poetic Expansions of Insider Trading Liability.
- Omnicare: coercion and the new Unocal standard.
- The False Dichotomy of Corporate Governance Platitudes.
- Countering Capture: A Political Theory of Corporate Criminal Liability.
- Fraud's final frontier: Iowa's battle over becoming the final state to allow private consumer fraud actions.
- Broken promises: the role of reputation in private equity contracting and strategic default.
- Assessing the materiality of financial misstatements.
- Rule 12b-1 in practice.
- Legal theory lessons from the financial crisis.
- 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.
- Allocating regulatory resources.
- The duty to manage risk.
- Morrison, the restricted scope of Securities Act section 11 liability, and prospects for regulatory reform.
- The Inherent Ambiguity of Out-of-Pocket Damages in Securities Fraud Class Actions.
- The corporate governance industry.
- The Doctrinal Quandary of Manipulative Practices in Securities Markets: Artificial Pricing, Price Discovery, and Liquidity Provision.
- Series LLCs: the asset protection dream machines?
- Do the securities laws matter? The rise of the leveraged loan market.
- Leave time for trouble: the limitations periods under the securities laws.
- The Janus Faces of Reorganization Law.
- The corporate governance obsession.
- 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.
- Executive stock options: the effects of manipulation on risk taking.
- Should mutual funds be corporations? A legal & econometric analysis.
- A Unified Theory of Code-Connected Contracts.
- Compliance By Fire Alarm: Regulatory Oversight Through Information Feedback Loops.
- Permanently reviving the temporary insider.
- Cultivating a Better Strain of Trademark Law: Why the Unlawful Uses Doctrine Should Be Modified for State-Legal Marijuana-Related Marks.
- The Genesis problem: how unaccepted offers of judgment and mootness have complicated Fair Labor Standards Act litigation.
- Rating management behavior and ethics: a proposal to upgrade the corporate governance rating criteria.
- Resurrecting the OFR.
- Digital Asset Market Evolution.
- The Long and the Short: Portfolio Turnover Ratios & Mutual Fund Investment Time Horizons.
- Financial regulation and supervision in corporate governance of banks.
- The "Reasonable Investor" of Federal Securities Law: Insights from Tort Law's "Reasonable Person" & Suggested Reforms.
- The vanishing supervisor.
- Due Process Implications of Panel Stacking at the USPTO.
- Electric utilities & climate risk disclosure in SEC filings: clearing the air.
- French fries, franchisees, and the FMLA: understanding the McDonald's decision and what it may mean for expanding franchisor joint liability.
- 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.
- Can A Broader Corporate Purpose Redress Inequality? The Stakeholder Approach Chimera.
- Squalls in the safe harbor: investment advice & regulatory gaps in regulation crowdfunding.
- Of conflicts and corporations: analyzing corporate forms for future litigation finance firms.
- 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?
- Anonymity protection versus subpoena compliance: what media companies should consider when defending user comments online.
- Housing Finance Reform and the Shadow Money Supply.
- Making Corporations More Humane Through Artificial Intelligence.
- The Way Forward After Wayfair: Sorting Through the Constitutional Limits on State Sales and Use Taxes.
- Obedience as the foundation of fiduciary duty.
- Half-hearted SEC regulation has hurt investors.
- Systematic Stewardship.
- I'll have Mayo with my Myriad: the effect of Mayo Collaborative Services v. Prometheus Laboratories, Inc. and Association for Molecular Pathology v. U.S. Patent and Trademark Office on patent licensees and licensors.
- Taxing control.
- A Middle-Ground for Cryptocurrency Regulation: Using Delaware's Incentive-Driven Private-Ordering Model.
- 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.
- The viability of benefit corporations: an argument for greater transparency and accountability.
- Class action criminality.
- Show us your money: halting the use of trade organizations as covert conduits for corporate campaign contributions.
- Ending executive manipulations of incentive compensation.
- Evaluating Stock-Trading Practices and Their Regulation.
- CEOs' Endorsements of Stakeholder Values: Cheap Talk or Meaningful Signal? An Empirical Analysis.
- Shareholder primacy's corporatist origins: Adolf Berle and The Modern Corporation.
- Turning the Dirty Tide: The Farmer Fairness Act's Attempt to Create Integrator Liability.
- Corporate liability abroad under the Alien Tort Statute.
- Contractual freedom under Delaware alternative entity law: evidence from publicly traded LPS and LLCS.
- How Do LLC Owners Contract Around Default Statutory Protections?
- A Test of Stakeholder Capitalism.
- Empirical study and review: hedge fund activism.
- Does Trados Matter?
- The best of both worlds: default fiduciary duties and contractual freedom in alternative business entities.
- Staying the course with broker-dealer registration: the SEC's impending regulation of crowdfunding portals under the JOBS act.
- Law and tunneling.
- Antitrust and patent law as component parts of innovation policy.
- Is the Corporate Criminal Enforcement Ecosystem Defensible?
- Certification drag: the opinion puzzle and other transactional curiosities.
- Balance of power politics and corporate governance.
- Reverse payment settlements: how Actavis activated the rule of reason.
- Throwing the red flag: challenging the NFL's lessons for American business.
- Securitization, structured finance, and covered bonds.
- Employers united: an empirical analysis of corporate political speech in the wake of the Affordable Care Act.
- 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.
- 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.
- Self-Driving Contracts.
- Leveraged liquidity: bear raids and junk loans in the new credit market.
- Private Wealth and Public Goods: A Case for a National Investment Authority.
- The inconvenient truth about corporate governance: some thoughts on Vice-Chancellor Strine's essay.
- The Shadow Payment System.
- Sharing app or regulation Hack(ney)? Defining Uber Technologies, Inc.
- Delaware's business courts: litigation leadership.
- Defending the "acceptable business reason" requirement of the Equal Pay Act: a response to the challenges of Wernsing v. Department of Human Services.
- A defense of the corporate law duty of care.
- Omnicare's silver lining.
- Should States be Monopolizing International Treaty Law?
- Revisiting Omnicare: what does its status 10 years later tell us?
- Corporate agency problems and dequity contracts.
- The road less traveled: West Virginia's rejection of the learned intermediary doctrine in the age of direct-to-consumer advertising.
- Can corporate monitorships improve corporate compliance?
- A standing question: mortgages, assignment, and foreclosure.
- Rule 12b-1's requirements.
- Out of Sight, Out of Mind: The Case for Improving Director Independence Disclosure.
- The Importance of Being Dismissive: The Efficiency Role of Pleading Stage Evaluation of Shareholder Litigation.
- The Paradox of Executive Compensation Regulation.
- The Great Divide: ERISA Integrity versus State Desire to Hold Pharmacy Benefit Managers Accountable for Pharmaceutical Drug Pricing.
- Notice Risk and Registered Agency.
- Charity Trusts and the Shareholder vs. Stakeholder Debate.
- Uber-ized corporate law: toward a 21st century corporate governance for crowdfunding and app-based investor communications.
- IP Waivers in a Pandemic: Great in Theory, Wrong in Practice.
- State action immunity, municipalities, and the unique case of eminent domain.
- From Block Lords to Blockchain: How Securities Dealers Make Markets.
- Spoofing and Layering.
- Forced commercial speech and the government speech doctrine: discerning and reducing the uncertainty following Johanns v. Livestock Marketing Association.
- Is Antitrust's Consumer Welfare Principle Imperiled?
- A necessary gatekeeper: the fiduciary duties of the lead plaintiff in shareholder derivative litigation.
- Financing corporate elections.
- Powerhouses: A Comparative Analysis of Blockchain-Enabled Smart Microgrids.
- The Impact of Insider Trading on the Market Price of Securities: Some Evidence from Recent Cases of Unlawful Trading.
- Janus Capital Group: how 'making' a statement leads to insulation from liability.
- Caught on the wrong side of the line: an examination of the relationship between the payday loan industry and American Indian tribal sovereignty.
- Cleaning Up the Illinois Brick Mess.
- Agency costs and misrepresentation in leveraged firms.
- Free writing.
- Morrison v. National Australia Bank Ltd.: a clear statement rule or a confusing standard.
- Regulating Innovation: High Frequency Trading in Dark Pools.
- Drilling for disclosure: resource extraction issuer disclosure and American Petroleum Institute v. SEC.
- The Foreign Affairs of the Federal Reserve.
- Ten years after Omnicare: the evolving market for deal protection devices.
- What is 'Agricultural' Anyway: A Closer Look at the H-2A and H-2B Loophole.
- Ethical Bankers.
- Informed Trading and Its Regulation.
- The Perils and Questionable Promise of ESG-Based Compensation.
- Ex-ante corporate governance.
- An Evident Contradiction: How Some Evident Partiality Standards Do Not Facilitate Impartial Arbitration.
- Beach Money Exits.
- TO CALL A DONKEY A RACEHORSE - THE FIDUCIARY DUTY MISNOMER IN CORPORATE AND SECURITIES LAW.
- The final frontier and a Guano Islands Act for the twenty-first century: reaching for the stars without reaching for the stars.
- Recovering the Promise of the Orderly and Fair Stock Exchange.
- Forecasting Change: Examining the Future of Agricultural Data Processors and Ownership Rights.
- Conflicts of interest and full disclosure.
- The NLRB and social media: does the NLRB 'like' employee interests?
- Franchisors in a Jam: Vicarious Liability and Spreading the Blame.
- "Consistency is all I ask!": Leveling the Playing Field of Online Sports Gambling.
- Reflections on 'toward common sense and common ground?'.
- Forecasting the How and Why of Corporate Crime's Demise.
- The IPO Alternative: Special Purpose Acquisition Companies Are Gaining Traction in Private Equity.
- Convergence in corporate governance: a leximetric approach.
- The shared interests of managers and labor in corporate governance: a comment on Strine.
- The non-uniformity of uniform laws.
- Inefficiencies in the information thicket: a case study of derivative disclosures during the financial crisis.