Journal of Corporation Law

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

Articles from Vol. 34, No. 3, Spring

Able but Not Willing: The Failure of Mutual Fund Advisers to Advocate for Shareholders' Rights
I. INTRODUCTION II. BACKGROUND ON MUTUAL FUNDS A. Structure and Distribution Channels B. Benefits and Costs C. Regulation III. BACKGROUND ON CORPORATE GOVERNANCE IN THE UNITED STATES AND UNITED KINGDOM AND THE MUTUAL FUND PROXY...
A Necessary Gatekeeper: The Fiduciary Duties of the Lead Plaintiff in Shareholder Derivative Litigation
I. INTRODUCTION II. BACKGROUND A. The Historical Development of the Shareholder Derivative Action B. Representative Litigation C. Comparing Shareholder Derivative Actions and Class Actions 1. Shareholder Derivative Actions ...
Can Corporate Monitorships Improve Corporate Compliance?
I. INTRODUCTION II. THE PAST AND PRESENT OF MONITORSHIPS A. Current Use of Monitorships B. Forerunners to Corporate Monitorships 1. Mobs, Prisons, and Private Inspector Generals 2. Corporations and Monitors a....
Delaware's Business Courts: Litigation Leadership
I. INTRODUCTION II. INCORPORATION PREEMINENCE III. DELAWARE'S COURT STRUCTURE A. The Court of Chancery B. The Superior Court C. The Supreme Court IV. IMPARTIALITY AND EXPERTISE A. Delaware's Judicial Selection Process ...
Financial Federalism and the Short, Happy Life of Municipal Securities Regulation
I. INTRODUCTION II. BACKGROUND A. A Scandalous, if Untitillating, History: Municipal Poster Children B. Who Does What and to Whom 1. The Regulation of Dealer Practices 2. The Backdoor to Disclosure a. Transaction...
Helping Law Catch Up to Markets: Applying Broker-Dealer Law to Subprime Mortgages
I. INTRODUCTION II. FROM CONSUMPTION TO INVESTMENT: THE TRANSFORMATION OF THE MORTGAGE INDUSTRY A. The Evolution of Mortgages B. Subprime Mortgages III. SEC OVERSIGHT OF SUBPRIME MORTGAGE BROKERS A. Mortgages as Securities ...
Increasing Microlending Potential in the United States through a Strategic Approach to Regulatory Reform
I. INTRODUCTION II. BACKGROUND A. A Brief History of Microcredit and Its Success in Developing Countries 1. Functions and Effects of International Microlending 2. Microlending's History and Successes 3. Microlending...
The Evolution of Debt: Covenants, the Credit Market, and Corporate Governance
I. INTRODUCTION II. COVENANTS, MONITORING, AND LIQUIDITY III. THE EVOLUTION OF THE CREDIT MARKET IV. CORPORATE GOVERNANCE AND THE EVOLUTION OF DEBT A. Syndicate Structure and Lead Bank Incentives B. Covenant Levels and Monitoring C....
The Physician's Immunity Statute: A Botched Operation or a Model Procedure?
I. INTRODUCTION II. BACKGROUND OF 35 U.S.C. [section] 287(c) A. Origins of [section] 287(c): Concerns Prompting the Amendment B. Statutory Construction of [section] 287(c) 1. The Development of [section] 287(c) 2. Immunity ...