The Journal of Corporation Law - page 2
- Do the securities laws matter? The rise of the leveraged loan market.
- Corporate Criminal Liability: End It, Don't Mend It.
- Private Securities Litigation Reform Act of 1995: safe harbor for the innocent or modern day Port of Tortuga for the buccaneers of Wall Street?
- Omnicare: coercion and the new Unocal standard.
- Stock Market Futurism.
- Maximal Accountability with Minimally Sufficient Punishment.
- Anonymity protection versus subpoena compliance: what media companies should consider when defending user comments online.
- Privatized Justice: Ankle Monitors Are the New Private Prison.
- The road less traveled: West Virginia's rejection of the learned intermediary doctrine in the age of direct-to-consumer advertising.
- Financial regulation and supervision in corporate governance of banks.
- A Unified Theory of Code-Connected Contracts.
- Compliance By Fire Alarm: Regulatory Oversight Through Information Feedback Loops.
- The Long and the Short: Portfolio Turnover Ratios & Mutual Fund Investment Time Horizons.
- 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.
- A standing question: mortgages, assignment, and foreclosure.
- Rating management behavior and ethics: a proposal to upgrade the corporate governance rating criteria.
- The Paradox of Executive Compensation Regulation.
- IP Waivers in a Pandemic: Great in Theory, Wrong in Practice.
- Janus Capital Group: how 'making' a statement leads to insulation from liability.
- Contractual freedom under Delaware alternative entity law: evidence from publicly traded LPS and LLCS.
- The Impact of Insider Trading on the Market Price of Securities: Some Evidence from Recent Cases of Unlawful Trading.
- The corporate governance obsession.
- Turning the Dirty Tide: The Farmer Fairness Act's Attempt to Create Integrator Liability.
- Framing a purpose for corporate law.
- TO CALL A DONKEY A RACEHORSE - THE FIDUCIARY DUTY MISNOMER IN CORPORATE AND SECURITIES LAW.
- Selling the right to license: examination of the first sale doctrine through the lens of UMG Recordings & Quanta Computer.
- Franchisors in a Jam: Vicarious Liability and Spreading the Blame.
- Executive pay: what worked?
- Finding the Benefit in a New Administration: A Uniform B Corporation Legislation.
- Morrison, the restricted scope of Securities Act section 11 liability, and prospects for regulatory reform.
- Photographs of public domain paintings: how, if at all, should we protect them?
- Killing conscience: the unintended behavioral consequences of "pay for performance."
- Do accounting rules matter? The dangerous allure of mark to market.
- Class action criminality.
- FCC authority post-Comcast: finding a happy medium in the net neutrality debate.
- State Venture Capital.
- You can't hear me now: the ambiguous language of the Telecommunications Act of 1996's tower siting provision.
- Blowing the whistle: protection for employees who informally report ERISA violations.
- Outfoxed or Conning Ourselves? Balancing Accountability, Business, and Fiscal Interests in Location-Based Tax Incentive Deals.
- Mass procedures as a form of 'regulatory arbitration' - Abaclat v. Argentine Republic and the international investment regime.
- The evolution of debt: covenants, the credit market, and corporate governance.
- The golden ratio of corporate deal-making.
- Gradual return to work: maximizing benefits to corporations and their caregiver employees.
- The future of farming after Bowman V. Monsanto.
- The best of both worlds: default fiduciary duties and contractual freedom in alternative business entities.
- Commoditized Governance: The Curious Case of Investment Company Shared Series Trusts.
- Poster wars: the NLRB and the controversy over an 11-by-17-inch piece of paper.
- The corporate governance industry.
- Bond Trading at the Digital Frontier.
- Polishing Up the Diamond Trade: How to Revitalize the Kimberley Process.
- Executive stock options: the effects of manipulation on risk taking.
- Platform Antitrust.
- Beach Money Exits.
- Sexy sex discrimination: why appearance-based discrimination is sex discrimination.
- Resurrecting the OFR.
- "Natural" foods: inherently confusing.
- For whom should the corporation be sold? Diversified investors and efficient breach in Omnicare v. NCS.
- Employers united: an empirical analysis of corporate political speech in the wake of the Affordable Care Act.
- Insiders and Their Trading Games in China: Law, Enforcement Data, and a Puzzling Question.
- Can corporate monitorships improve corporate compliance?
- Recoupling Founders with Their IP - Improving Innovation by Rationalizing IRC Section 351: Licensing vs. Assignment of Founders' IP in VC-Backed Startups.
- How Investors Can (and Can't) Create Social Value.
- Designing Effective Regulation for Blockchain-Based Markets.
- Private Wealth and Public Goods: A Case for a National Investment Authority.
- Investors' Paradox.
- Chapter 12 Bankruptcy, [section] 1232 v [section] 553: Setoff as an Effective Veto?
- Time for a Tune Up in America's Healthcare Market: Securing the Right to Repair for Medical Devices.
- Out of Sight, Out of Mind: The Case for Improving Director Independence Disclosure.
- Do Lenders Still Monitor? Leveraged Lending and the Search for Covenants.
- Bulletproof: mandatory rules for deal protection.
- Risk-related activism: the business case for monitoring nonfinancial risk.
- Galactic stupidity and the business judgment rule.
- Ethical Bankers.
- Agency costs and misrepresentation in leveraged firms.
- Morrison v. National Australia Bank Ltd.: a clear statement rule or a confusing standard.
- What is 'Agricultural' Anyway: A Closer Look at the H-2A and H-2B Loophole.
- Ten years after Omnicare: the evolving market for deal protection devices.
- Neither admit nor deny: recent changes to the Securities and Exchange Commission's longstanding settlement policy.
- Bankers, bureaucrats, and guardians: toward tripartism in financial services regulation.
- LLCs and the private ordering of dispute resolution.
- Corporate Stewardship.
- To make or to buy: in-house lawyering and value creation.
- The evolution of Virginia's public-private partnership enabling statutes.
- Realization of the American Dream by Foreign Investors: Alien Agricultural Land Ownership in Iowa.
- Ownership, limited: reconciling traditional and progressive corporate law via an Aristotelian understanding of ownership.
- Questioning authority: the critical link between board power and process.
- What Does It Mean to be Willful? Opinion Letters in the Wake of the Willful Infringement Standard of Halo v. Pulse.
- Social Responsibility Resolutions.
- A job is not a hobby: the judicial revival of corporate paternalism and its problematic implications.
- Myths about mutual fund fees: economic insights on Jones v. Harris.
- A Restatement of Corporate Criminal Liability's Theory and Research Agenda.
- The Physician's Immunity Statute: a botched operation or a model procedure?
- Interest in appraisal.
- Tethering the administrative state: the case against Chevron deference for FCC jurisdictional claims.
- No Seat at the Table: How Corporate Governance and Law Keep Women Out of the Boardroom.
- Default swaps and director oversight: lessons from AIG.
- Mortgage Underwriters: Deciphering Exempt Status Under the FLSA's Enigmatic Administrative Exemption.
- Shareholder Divorce Court.
- Governance (not equal to) Leadership: What Blockchain and AI Won't Do for Corporate Lawyers.
- Regulation of foreign direct investment after the Dubai Ports controversy: has the U.S. government finally figured out how to balance foreign threats to national Security without alienating foreign companies?
- From Managers to Markets: Valuation and Shareholder Wealth Maximization.
- Confidential witnesses in securities litigation.
- Crossing the fault line in corporate criminal Law.
- Meeting Market Structure Challenges Where They Are.
- Beyond All Bounds of Civility: An Analysis of Administrative Sanctions Against Responsible Corporate Officers.
- Overcoming an "aberration": San Jose challenges Major League Baseball's longstanding antitrust exemption.
- Lock-up creep.
- Kahn v. M&F Worldwide Corporation: a small but significant step forward in the war against frivolous shareholder lawsuits.
- Facing the music: webcasting, interactivity, and a sensible statutory royalty scheme for sound recording transmissions.
- Corporate tax reform: listening to corporate America.
- Contemplating corporate disclosure obligations arising from cybersecurity breaches.
- Discrimination Platforms.
- Default rules and fiduciary duty waivers in alternative entities: policy issues and empirical insights.
- But We Haven't Got Corporate Criminal Law!(Special Issue on Corporate Criminal Liability Law)
- Beyond Dirks: gratuitous tipping and insider trading.
- Executive superstars, peer groups, and overcompensation: cause, effect, and solution.
- Wearing Down HIPAA: How Wearable Technologies Erode Privacy Protections.
- Piercing all the veils: applying an established doctrine to a new business order.
- Helping law catch up to markets: applying broker-dealer law to subprime mortgages.
- The QSERP: gaming the nondiscrimination rules to provide larger qualified benefits for executives.
- The Potential Effects of Sturgeon v. Frost on Alaska Native Corporations.
- Delaware's business courts: litigation leadership.
- The corporate finance case for deliberation-oriented stress testing regulation.
- State Medical Boards: Are the Regulators Regulated?
- A Middle-Ground for Cryptocurrency Regulation: Using Delaware's Incentive-Driven Private-Ordering Model.
- Regulating Innovation: High Frequency Trading in Dark Pools.
- Fraud's final frontier: Iowa's battle over becoming the final state to allow private consumer fraud actions.
- Can you really keep your health plan? The limits of grandfathering under the Affordable Care Act.
- Patent Owners versus the Supreme Court: Changing the Law Underlying Patent Eligible Subject Matter.
- Prisons for profit: do the social and political problems have a legal solution?
- Industry hallmarks: conflicted management and redeemable securities.
- Reversing the Burden: Preventing Malfeasance in the Financial Services Industry by Presuming Fault.
- Health Insurers' Response to Current Mental Health Parity Laws.
- Delaware's global threat.
- Crime and the Corporation: Making the Punishment Fit the Corporation.
- Financing corporate elections.
- The historical race competition for corporate charters and the rise and decline of New Jersey: 1880-1910.
- Corporate Dualism: Applying a Dual-Standard of Liability Under Section 14(e)'s Tender Offer Antifraud Provisions.
- Contracting Out of Partnership.
- Why the time has arrived to broaden protection of foreign trademarks in the United States and why it won't happen.
- Morrison, the restricted scope of Securities Act section 11 liability, and prospects for regulatory reform.
- The bizarre law and economics of Business Roundtable v. SEC.
- Wanted from the SEC: investor-oriented leadership.
- Housing Finance Reform and the Shadow Money Supply.
- Direct or derivative: does it matter after Gentile v. Rossette?
- Making Corporations More Humane Through Artificial Intelligence.
- Excess-pay clawbacks.
- Obedience as the foundation of fiduciary duty.
- Multijurisdictional M&A litigation.
- Half-hearted SEC regulation has hurt investors.
- 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.
- Revisiting Omnicare: what does its status 10 years later tell us?
- Corporate agency problems and dequity contracts.
- Reflections on a visit to Leo Strine's Peaceable Kingdom.
- An Evident Contradiction: How Some Evident Partiality Standards Do Not Facilitate Impartial Arbitration.
- Beyond the brokerage fee: the hidden cost of investment through brokerage firms - due process protection.
- Leo Strine's third way: responding to agency capitalism.
- United States v. Dentsply: the Third Circuit bites down on the 'alternative distribution channels' defense.
- Behind the Curve: Schrems II and the Need for Increased U.S. Data Protections in a Global Economy.
- Tread lightly: third-party retaliation claims after Thompson v. North American Stainless.
- Why the government should drink your milkshake: the case for restructuring the federal gas tax.
- The SEC v. Goldman Sachs: reputation, trust, and fiduciary duties in investment banking.
- Poison ivi: compulsory licensing and the future of Internet television.
- Gender identity protection: the inadequacy of shareholder action to amend corporate employment discrimination policies.
- Deregulation vs. reregulation of telecommunications: a clash of regulatory paradigms.
- Legal theory lessons from the financial crisis.
- Is Antitrust's Consumer Welfare Principle Imperiled?
- Should mutual funds be corporations? A legal & econometric analysis.
- Shareholder primacy's corporatist origins: Adolf Berle and The Modern Corporation.
- A defense of the corporate law duty of care.
- 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.
- "Consistency is all I ask!": Leveling the Playing Field of Online Sports Gambling.
- The Limits of Code Deference.
- The SEC as Financial Stability Regulator.
- NETWORK-SENSITIVE FINANCIAL REGULATION.
- XI. Conclusion.
- How "suitable" is the language of suitability in the modern era?
- How Dodd-Frank's orderly liquidation authority for financial companies violates article III of the United States Constitution.
- Stock option "springloading": an examination of loaded justifications and new SEC disclosure rules.
- Uber-ized corporate law: toward a 21st century corporate governance for crowdfunding and app-based investor communications.
- Informed Trading and Its Regulation.
- In search of effective ethics & compliance programs.
- From Booker to Gall: the evolution of the reasonableness doctrine as applied to white-collar criminals and sentencing variances.
- Challenges of Multi-State Series and Framework for Judicial Analysis.
- How Technology is Shifting Agency from Doctors to Patients: The Cost and Impact of Medical Technologies to Traditional Liability and Malpractice.
- Liability for fairness opinions under Delaware Law.
- Keeping Medical Liability Costs Down: How Captive Insurance and Damages Caps Could Help Control Rising Healthcare Costs.
- The State's Responsibility for Corporate Criminal Justice.
- Demand response and order 745: market-based reforms in energy regulation.
- Commentary on Leo Strine's "toward common sense and common ground? Reflections on the shared interests of managers and labor in a more rational system of corporate governance.".
- Legal recourse as a tool for chance.
- II. The legal foundations of hedge fund activism today.
- What Rises from the Ashes?
- The new global financial regulatory order: can macroprudential regulation prevent another global financial disaster?
- Smartphones: increasing productivity, creating overtime liability.
- The Janus Faces of Reorganization Law.
- Financial federalism and the short, happy life of municipal securities regulation.