Journal of Corporation Law

Articles cover corporate legal topics and development important to businesses, scholars and practicing lawyers.

Articles from Vol. 30, No. 1, Fall

Corporate Stagnation: Discussion and Reform Proposal
ABSTRACTThis Article concentrates on the tendency of the corporate structure to preserve the status quo. This phenomenon is most severe when the status quo is pro-managerial. The increasing gravity of institutional shareholders, vis-à-vis managements'...
Foreword: Chief Justice Myron T. Steele*
As originally conceived, the federal Constitution provided for a variety of checks and balances. It established an elaborate political infrastructure that balances the sovereignty of the people with that of the federal government, the roles of the various...
Introduction to South Korea's New Securities-Related Class Action
I. INTRODUCTIONSouth Korea's National Assembly has approved a securities-related class action bill that will take effect in January 2005.1 Starting in January 2005, minority shareholders may file class actions against companies with assets of two trillion...
Iowa Code Chapter 9H.2: The State of Iowa's Battle against Corporate Farming
I. INTRODUCTIONThe United States Supreme Court once noted that it was the Framers' vision that "every farmer . . . shall be encouraged to produce by the certainty that he will have free access to every market in the Nation."1 Today that very vision is...
Preemption Rights of National Bank Operating Subsidiaries: The Fight for Visitorial Power
I. INTRODUCTIONIn May 2003, the United States District Court for the Eastern District of California decided Wells Fargo Bank v. Boutris,1 and enjoined the Commissioner of the California Department of Corporations (Commissioner) from asserting visitorial...
Silencing Corporate Speakers: The California Supreme Court's Broad New Definition of Commercial Speech Goes Unchecked
I. INTRODUCTIONSociety places a high value on the freedom of speech1 and the U.S. Supreme Court has developed a jurisprudence that is highly protective of the freedom of speech.2 Yet not all speech is entitled to equal treatment under the Constitution....
The Dividend Divide in Anglo-American Corporate Taxation
ABSTRACTWhy did the United States and the United Kingdom-two countries with similarly developed economies and corporate cultures-originally diverge in their approaches to corporate income taxation, with the U.S. taxing corporate income twice and the...
Two Cheers for Corporate Law Federalism
ABSTRACTRecent contributions to the literature on United States (U.S.) corporate federalism question whether states compete at all for corporate charters. Network effects call into question whether serious competition is possible or desirable. This paper...