Showing archive for: “Corporate Governance”
The uncorporation and energy infrastructure
My paper, Energy Infrastructure Investment and the Rise of the Uncorporation has been published in the current issue of the Journal of Applied Corporate Finance. It includes a useful summary of my views of uncorporations applied to larger firms. As of now it’s behind a pay wall. Here’s the abstract: While most large U.S. businesses have long ... The uncorporation and energy infrastructure
What if the NCAA adopted Dodd-Frank?
Larcker & Tayan speculate, for example (footnotes omitted): Researchers have long noted that the compensation of college football coaches has risen faster than the compensation of other university employees. According to one study, the compensation awarded to head coaches rose 500 percent between 1986 and 2007. By comparison, the compensation of university presidents rose 100 percent ... What if the NCAA adopted Dodd-Frank?
The Law and Economics Revolution in Securities Law, Part V
Law Review Editors…take note. You may get an opportunity to catch this one in February if you play your cards right. I’ve been blogging updates of my research for a new article developing what the economic analysis provisions of the National Securities Markets Improvement Act of 1996 requires of new SEC rulemaking. Blog colleague Prof. ... The Law and Economics Revolution in Securities Law, Part V
The problem of the corporate tax
John Steele Gordon, writing in the WSJ, peels the corporate veil away from Warren Buffett’s tax situation: Warren Buffett recently claimed that he had paid only $6.9 million in taxes last year. But Berkshire Hathaway, of which Mr. Buffett owns 30%, paid $5.6 billion in corporate income taxes. Were Berkshire Hathaway a Subchapter S corporation ... The problem of the corporate tax
Small business, partnership law and software
Two partners form a business in 1995 for providing dial up internet service to rural Wisconsin. Their relationship deteriorates and in 1999 one (Bushard) withdraws, writing a letter expressly dissolving the partnership. (The letter presciently noted that “this is an optimal time for selling the business at maximum value.” Indeed, a firm had expressed a ... Small business, partnership law and software
Renee Newman Knake on Corporations, the Delivery of Legal Services, and the First Amendment Part II
In Part I of this post, I identified a jurisprudential thread of cases that suggest corporations have a First Amendment right to own and invest in law practices for the delivery legal services. These decisions include NAACP v. Button, the union trilogy, and Bates v. State Bar of Arizona. Two recent cases shed light on ... Renee Newman Knake on Corporations, the Delivery of Legal Services, and the First Amendment Part II
The tangled duty to tell the whole truth
A recent NY App. Div case, Pappas v. Tzolis, presents a tangled web that illustrates the current state of the LLC contracting architecture in the U.S. I previously discussed the lower court opinion in this case, concluding that ” any appeal of this judgment should be interesting.” (See also Peter Mahler.) I was right about ... The tangled duty to tell the whole truth
SEC Organizational Reform Hearing
The semester is off to a bang. I arrived at Stanford Monday to start teaching in the Law School and begin a research fellowship at the Hoover Institution. Yesterday I hiked in the mountains overlooking the SF Bay. Today I am flying back to DC (and blogging in flight, how cool is that) to testify ... SEC Organizational Reform Hearing
The man who invented the hostile takeover
Henry Manne first theorized the market for corporate control, but the man who first put the concept into action was Louis E. Wolfson. I blogged briefly about Wolfson when he died in 2008. Now you can read more about him in Alan M. Weinberger, What’s in a Name?– The Tale of Louis Wolfson’s Affirmed, 39 Hofstra ... The man who invented the hostile takeover
Coding legal arguments
The NYT writes about computerized journalism: The company’s (Narrative Science) software takes data, like that from sports statistics, company financial reports and housing starts and sales, and turns it into articles. * * * The Big Ten Network, a joint venture of the Big Ten Conference and Fox Networks, began using the technology in the ... Coding legal arguments
Pre-formation fiduciary duties in LLCs: Roni v. Arfa
Last year I wrote here about Roni LLC v Arfa, which I cited as an example of the “troubling lawlessness of NY LLC law.” As discussed in my blog post, the court in that case, after holding that the parties’ arms-length pre-formation business relationship did not support a fiduciary relationship, nevertheless denied defendants’ motion to dismiss ... Pre-formation fiduciary duties in LLCs: Roni v. Arfa
The legislative response to Olmstead
I wrote last year about how the Florida Supreme Court had messed with the LLC “charging order” remedy to give the creditors of the sole member of an LLC access not just to the members’ financial rights, as the statute allows, but also to the member’s governance rights, which the statute arguably forecloses. The dissenters ... The legislative response to Olmstead
