The Genius of American Corporate Law

The Genius of American Corporate Law PDF

Author: Roberta Romano

Publisher: American Enterprise Institute

Published: 1993

Total Pages: 180

ISBN-13: 9780844738369

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This is a study of the structure of American corporate law, which combines economic analysis with empirical insights to produce a number of policy insights. It is suitable for anyone studying corporate law, securities regulation, comparative company law or federalism.

The (Misunderstood) Genius of American Corporate Law

The (Misunderstood) Genius of American Corporate Law PDF

Author: Robert B. Ahdieh

Publisher:

Published: 2012

Total Pages: 57

ISBN-13:

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In the standard rhetoric of the corporate law literature, federalism is quot;the genius of American corporate lawquot; - an engine of efficiency, motivating a race (or at least a leisurely walk) to the top. Some have dissented, suggesting that the prevailing wisdom is wrong as to either the direction or the vitality of the promised race. But the latter critiques are too forgiving. The standard account misunderstands the basic question; its answer, as such, is not even wrong. Rather than weighing in on the quot;race debate,quot; thus, I challenge the fundamentally flawed discourse behind it. I offer a distinct framework for evaluating the role of federalism in American corporate governance, which points to distinct measures of efficiency and a reinvigorated study of institutional design in corporate law.To begin, I challenge the literature's merger of two distinct competitions - state and managerial - into one. More critically, I decry the resulting linkage between corporate law's central goal-efficient regulation of the separation of ownership and control - and the central element of its institutional design - federalism. That rhetorical linkage has led us astray in important respects: First, it has bootstrapped a role for federalism in advancing not merely the quality of corporate law, but also the substantive quality of corporate governance. Second, it has essentialized the role of federalism, casting it as indispensable to the production of good law. Dominant as these conceptions are in the discourse of corporate law, neither is true.I suggest an alternative account of federalism's contribution to American corporate governance. Federalism is not directed to the traditional goal of corporate law - regulation of the vertical separation of ownership and control within the firm. Rather, it advances a distinct, horizontal goal of regulating the relationship of the firm as a whole with state regulators external to it. Given as much, a federal regime is not dictated by a commitment to efficiency in corporate law. Rather, it is an institutional design choice, to be evaluated for its efficacy and utility - as well as its limitations - in one area of corporate law versus another.

The Genius of America

The Genius of America PDF

Author: Eric Lane

Publisher: Bloomsbury Publishing USA

Published: 2010-08-10

Total Pages: 305

ISBN-13: 159691839X

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Due to a combination of heightened frustration, moves to skirt the constitutional process, and a widespread disconnect between the people and their constitutional "conscience," Lane and Oreskes warn us our longstanding Democracy is at risk. Together, they examine the Constitution's history relative to this current crisis, from its framing to its centuries-long success, including during some of the country's most turbulent and contentious times, and challenge us to let this great document work as it was designed-valuing political process over product. They hold our leaders accountable, calling on them to stop fanning the flames of division and to respect their institutional roles. In the final assessment, The Genius of America asks us to lean on the framers and their experience to secure our country's wellbeing.

Genius for Justice

Genius for Justice PDF

Author: José Felipé Anderson

Publisher: Carolina Academic Press LLC

Published: 2021

Total Pages:

ISBN-13: 9781594609855

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Dr. Charles Hamilton Houston was an outstanding Harvard-trained Supreme Court lawyer for the NAACP. As Dean of Howard University Law School, he mentored future Supreme Court Justice Thurgood Marshall. As architect of the Brown v. Board of Education case, he is often called the man who killed "Jim Crow." This unsung African-American hero also transformed American law in labor, criminal justice, and the First Amendment.

No Contest

No Contest PDF

Author: Ralph Nader

Publisher: Random House

Published: 1998-12-22

Total Pages: 461

ISBN-13: 0375752587

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The legal rights of Americans are threatened as never before. In No Contest, Ralph Nader and Wesley J. Smith reveal how power lawyers--Kenneth Starr perhaps the most notorious among them--misuse and manipulate the law at the expense of fairness and equity. Nader and Smith document how corporate lawyers File baseless lawsuits Use court secrecy to their unfair advantage Engage in billing fraud Nader and Smith sound the warning that this system-wide abuse is eroding our basic legal rights, and propose a positive, commonsense vision of what should be done to reverse the corporate-inspired corruption of civil justice. Timely, incisive, and highly readable, this is a book for all citizens who believe that prompt access to justice is the backbone of democracy, and a precious right to be reclaimed.

Genius of Place

Genius of Place PDF

Author: Justin Martin

Publisher: Da Capo Press

Published: 2011-05-31

Total Pages: 494

ISBN-13: 0306818817

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This definitive, first full-scale biography of Olmsted--famed designer of New York's Central Park--reveals him also as a brilliant political and social reformer.

A Capitalism for the People

A Capitalism for the People PDF

Author: Luigi Zingales

Publisher: Basic Books

Published: 2014-02-11

Total Pages: 337

ISBN-13: 0465038700

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Born in Italy, University of Chicago economist Luigi Zingales witnessed firsthand the consequences of high inflation and unemployment -- paired with rampant nepotism and cronyism -- on a country's economy. This experience profoundly shaped his professional interests, and in 1988 he arrived in the United States, armed with a political passion and the belief that economists should not merely interpret the world, but should change it for the better. In A Capitalism for the People, Zingales makes a forceful, philosophical, and at times personal argument that the roots of American capitalism are dying, and that the result is a drift toward the more corrupt systems found throughout Europe and much of the rest of the world. American capitalism, according to Zingales, grew in a unique incubator that provided it with a distinct flavor of competitiveness, a meritocratic nature that fostered trust in markets and a faith in mobility. Lately, however, that trust has been eroded by a betrayal of our pro-business elites, whose lobbying has come to dictate the market rather than be subject to it, and this betrayal has taken place with the complicity of our intellectual class. Because of this trend, much of the country is questioning -- often with great anger -- whether the system that has for so long buoyed their hopes has now betrayed them once and for all. What we are left with is either anti-market pitchfork populism or pro-business technocratic insularity. Neither of these options presents a way to preserve what the author calls "the lighthouse" of American capitalism. Zingales argues that the way forward is pro-market populism, a fostering of truly free and open competition for the good of the people -- not for the good of big business. Drawing on the historical record of American populism at the turn of the twentieth century, Zingales illustrates how our current circumstances aren't all that different. People in the middle and at the bottom are getting squeezed, while people at the top are only growing richer. The solutions now, as then, are reforms to economic policy that level the playing field. Reforms that may be anti-business (specifically anti-big business), but are squarely pro-market. The question is whether we can once again muster the courage to confront the powers that be.

Litigation Discovery and Corporate Governance

Litigation Discovery and Corporate Governance PDF

Author: Érica Gorga

Publisher:

Published: 2014

Total Pages: 116

ISBN-13:

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Strikingly absent from the entire corporate governance and corporate litigation debate is a unique feature of American civil procedure that deserves special attention: the modern civil discovery regime. This Article attempts to fill this gap. We argue that modern discovery -- first established by the Federal Rules of Civil Procedure in 1938 -- has had a profound impact on the evolution of shareholder litigation, corporate governance, and the culture of corporate disclosure in the United States.This Article shows that (1) litigation discovery, and its threat, have driven and structured the process of corporate shareholder litigation; (2) the information generated by discovery has stimulated the development of case law defining shareholder rights and managerial duties; (3) the episodic legal demands for detailed corporate internal information (and the threat of discovery) have induced incremental improvements in corporate governance practices, including more exacting decision procedures, internal monitoring, recordkeeping, and disclosure; (4) highly developed, continuously evolving discovery practices have established templates for independent corporate internal investigations by boards and regulators; and (5) discovery has given regulators steady insight into changing corporate internal practices and patterns of wrongdoing to which regulators have responded with broad legal and regulatory changes. This Article concludes that litigation discovery serves, inter alia, as a form of ex post disclosure, which complements and enforces ex ante disclosure under the federal securities laws. These observations have important normative implications for legal transplants and the enforcement debate. Among other things, this Article cautions against legal transplants of U.S.-style securities disclosure, aggregate litigation mechanisms, and other enforcement mechanisms without considering appropriate tools for investigating corporate internal wrongdoing ex post, and points to problems in the empirical literature on U.S. shareholder litigation outcomes. It also questions current proposed reforms to the federal discovery rules.

The Foundations of Anglo-American Corporate Fiduciary Law

The Foundations of Anglo-American Corporate Fiduciary Law PDF

Author: David Kershaw

Publisher: Cambridge University Press

Published: 2018-08-23

Total Pages: 549

ISBN-13: 1108651135

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This book explores the foundations and evolution of modern corporate fiduciary law in the United States and the United Kingdom. Today US and UK fiduciary law provide very different approaches to the regulation of directorial behaviour. However, as the book shows, the law in both jurisdictions borrowed from the same sources in eighteenth- and nineteenth-century English fiduciary and commercial law. The book identifies the shared legal foundations and authorities and explores the drivers of corporate fiduciary law's contemporary divergence. In so doing it challenges the prevailing accounts of corporate legal change and stability in the US and the UK.