Showing archive for: “Corporate Governance”
Sex and the business association
Should domestic relationships be modeled on corporations, partnerships or other business associations? This idea may seem attractive. As I have argued, both business and family relationships can be viewed as standard forms, which are useful for filling gaps in long-term contractual relationships. Borrowing contract-type thinking from business associations also could help break through the norm-driven ... Sex and the business association
Krugman on private equity
Paul Krugman, writing in Thursday’s NYT, sees Romney as a real life version of Oliver Stone’s Gordon Gekko in the film Wall Street. He characterizes Romney and his private equity ilk as job-destroyers, and argues that they should be taxed (and presumably also regulated) accordingly. He contrasts this with the supposed position of the GOP ... Krugman on private equity
Should there be default fiduciary duties in Delaware LLCs and LPs?
A recently published on-line symposium calls needed attention to Delaware Chief Justice Myron Steele’s remarkable article, Freedom of Contract and Default Contractual Duties in the Delaware Limited Partnerships and Limited Liability Companies, 46 Am. Bus. L.J. 221 (2009) (no free link available). The Chief Justice makes an argument that is guaranteed to shock traditional business ... Should there be default fiduciary duties in Delaware LLCs and LPs?
Decriminalizing agency costs
The WSJ reports on comments by former FBI official David Cardona’s on why there haven’t been more prosecutions of financial executives as a result of the recent financial crisis: “There’s been a realization and a more deliberate targeting by the Department of Justice before we launch criminally on some of these cases” * * * ... Decriminalizing agency costs
Top Ten Lines in the FCC’s Staff Analysis and Findings
Geoff Manne’s blog on the FCC’s Staff Analysis and Findings (“Staff Report”) has inspired me to come up with a top ten list. The Staff Report relies heavily on concentration indices to make inferences about a carrier’s pricing power, even though direct evidence of pricing power is available (and points in the opposite direction). In ... Top Ten Lines in the FCC’s Staff Analysis and Findings
Let Congress trade!
I have previously discussed here and here the policy arguments against a broad ban on Congressional insider trading (this is apart from Steve Bainbridge’s serious problems with the proposed legislation). Now Todd Henderson and I have weighed in on Politico with more on why we should let Congress trade (while imposing strong disclosure duties). ... Let Congress trade!
The NYT on law teaching
The NYT brings another David Segal story on legal education. Today’s sermon: law schools don’t teach “lawyering.” Boiling away the overheated journalism, here’s the indictment: Law profs are richly paid for writing mostly useless law review articles rather than “the essential how-tos of daily practice.” Students study cases about contract law but not contracts. Clinics ... The NYT on law teaching
Why do insiders trade illegally?
Not, as economic theory would predict, because they need the money, according to Bhattacharya and Marshall, Do They Do it for the Money? Here’s the abstract: Using a sample of all top management who were indicted for illegal insider trading in the United States for trades during the period 1989-2002, we explore the economic rationality ... Why do insiders trade illegally?
TOTM goes to court
Last year I wrote here about Roni LLC v Arfa, which I cited as an example of the ”troubling lawlessness of NY LLC law.” In brief, the court sustained a non-disclosure claim based on “plaintiffs’ allegations that the promoter defendants planned the business venture, organized the LLCs, and solicited plaintiffs to invest in them” despite ... TOTM goes to court
Congressional insider trading
CBS is all hot and bothered about insider trading by Congress. Steve Bainbridge is not so sure it’s illegal. Neither am I, and I question whether it should be on policy grounds (see here, first published here). I suggest more disclosure, and reducing the opportunity for all kinds of corruption by having less law.
The NYT on Romney @ Bain
A long front page article in today’s NYT tries to make political hay out of Romney’s time at private equity firm Bain Capital. The article supports the White House’s efforts to, as the article says, “frame Mr. Romney’s record at Bain as evidence that he would pursue slash and burn economics and that his business ... The NYT on Romney @ Bain
Where have all the IPOs gone?
Ritter, Gao and Zhu ask, Where have all the IPOs Gone? Well, not to young men everywhere, but to the older men and women who run the big companies that have replaced public markets as the key venture capital exit. Here’s the abstract: During 1980-2000, an average of 311 companies per year went public in ... Where have all the IPOs gone?
