Showing archive for: “Corporate Governance”
Wilkes v. Springside and the Rise of the Uncorporation
As I noted last week I participated with several corporate law luminaries in a conference at Western New England College in Springfield, Massachusetts on the famous case of Wilkes v. Springside Nursing Home, 370 Mass. 842, 353 N.E.2d 657 (1976). Springfield is near Pittsfield, where Springside was located and this case originated. As most law students ... Wilkes v. Springside and the Rise of the Uncorporation
Close corporations in the age of LLCs
On Friday I’m joining Eric Gouvin, Lyman Johnson, Mark Loewenstein, Bob Thompson, Dan Kleinberger, Benjamin Means, Doug Moll, Deborah DeMott and Massachusetts Justice Francis X. Spina at a Western New England College conference on “Fiduciary Duties in the Closely Held Firm 35 Years after Wilkes v. Springside Nursing.” Not surprisingly, I’ll be talking about the ... Close corporations in the age of LLCs
Choice of forum and corporate governance
Choice-of-forum provisions are potentially important in all contracts. Not only can they match the parties with expert and efficient adjudicators, but they can reinforce a choice-of-law clause because courts tend to apply forum law. See The Law Market, Ch. 4. Choice of forum is getting a lot of attention in corporate law. Delaware has long ... Choice of forum and corporate governance
Is Delaware uncorporate law unconstitutional?
It is well known that Delaware unincorporated entity statutes (e.g., 6 Del. Code Section 18-1101) permit the waiver of all fiduciary duties, not only of care, but also of loyalty. Now along comes Lyman Johnson, a respected corporate scholar, to argue, in Delaware’s Non-Waivable Duties that those statutes violate the Delaware constitution (HT Pileggi). Johnson ... Is Delaware uncorporate law unconstitutional?
DeLong on Henderson III
On October 3 I wrote: The DeLong point I want to focus on is his last: “I genuinely do not understand why Henderson has his job.” By which he means Todd’s law professor job. DeLong’s sole reported basis for this is a post, not by Todd, but by my co-blogger Jay Verret, who refers to a ... DeLong on Henderson III
Thomas and Wells on executive compensation
We recently welcomed Harwell Wells to the Illinois Corporate Colloquium to discuss his and Randall Thomas’s Executive Compensation in the Courts: Board Capture, Optimal Contracting and Officer Fiduciary Duties. The paper suggests a new approach to controlling executive compensation: the courts. The paper is partly historical, noting that courts have, in fact, been “surprisingly ... Thomas and Wells on executive compensation
Brad DeLong on Todd Henderson
More than two weeks ago, my co-blogger was subject to one of the most remarkable attacks I’ve seen in the blogosphere. I have declined so far to participate in the mostly hot-headed debate. But I write now because last Friday, J. Bradford DeLong, whose personal attack on Todd a couple of weeks ago was one ... Brad DeLong on Todd Henderson
In Elizabeth Warren We Trust?
Todd Zywicki chimes in (WSJ): The head of the Consumer Financial Protection Bureau is one of the most powerful bureaucratic positions ever created in the American political system. It can regulate or ban almost every consumer credit product in the country, yet it is beyond Congress’s power of the purse because its budget is guaranteed ... In Elizabeth Warren We Trust?
Incentive compensation for asset managers
I’ve argued, e.g., in Rise of the Uncorporation, that a reason why the uncorporation beats the corporation for some types of firms is the high-powered incentives these firms offer their managers. Sometimes the incentives may not be obvious because percentages, e.g., for “carried interest,” seem not to vary much across firms. But that can be ... Incentive compensation for asset managers
Jurisdictional choice for securities regulation
We usually think about jurisdictional choice for corporate law as applying to state business association laws, not the federal securities laws. But this distinction has never been clear given global securities markets, and it’s less true now than it used to be. The WSJ discusses the securities bar’s and regulators’ lamentations over last summer’s Morrison ... Jurisdictional choice for securities regulation
Single member LLCs and Olmstead
Steve Bainbridge has a post on this Florida Supreme Court case, which has started a major debate on revising the LLC charging order remedy. This might sound a bit arcane, but it actually has significant consequences for the use of LLCs as an asset protection device. For the full LLC background, see my earlier post and ... Single member LLCs and Olmstead
The face of the financial crisis: on Forbes.com
Looking for the “face” of the financial crisis? You don’t have to look far, as I explain on Forbes.com.
