Washington and Lee Law Review

Articles from Vol. 63, No. 4, Fall

Comment: Corporate Governance and the "D-Word"
After some seventy years, most corporate law academics have come to agree with Berle and Means' famous descriptive argument that corporate decisionmaking power is denied to shareholders and is instead heavily concentrated in the board of directors and...
Dividends as a Substitute for Corporate Law: The Separation of Ownership and Control in the United Kingdom/Comment on Brian R. Cheffins, Dividends as a Substitute for Corporate Law: The Separation of Ownership and Control in the United Kingdom
Brian R. Cheffins*I. IntroductionAs the twentieth century drew to a close, corporate law scholarship "found the market" as "contractarian" analysis became the dominant mode of analysis. A key underlying presumption of this economically oriented school...
Examining EPAct 2005: A Prospective Look at the Changing Regulatory Approach of the FERC
I. Introduction"This is an issue about the future. It is an issue that affects our children . . . it is an issue about the economy [and] security."1 High gasoline prices, high heating bills, and questions about foreign oil dependence have pushed the...
Personification in Three Legal Cultures: The Case of the Conception of the Corporate Unit
Do ideas matter? Does history matter? Does the history of ideas matter? Ron Harris presents us with a paper that engages all three of these questions. Addressing a paper that deals with questions of such magnitude requires taking seriously the intellectual...
Practice What You Preach: How Restorative Justice Could Solve the Judicial Problems in Clergy Sexual Abuse Cases
I. IntroductionThe molestation at the hands of my uncle, priest and namesake began on Thanksgiving Day 1953. I was 5 years old. . . . The abuse continued for approximately 9 years until I reached puberty at age 14. . . . He would often abuse me right...
Shareholder Democracy and the Economic Purpose of the Corporation
I. IntroductionInterdisciplinary scholars often speak at cross-purposes. At times, their efforts may elicit little more than bemused indifference. But scholars with an interest in the corporation clearly need to communicate across disciplinary boundaries....
Shareholders as Proxies: The Contours of Shareholder Democracy
"All the stockholders act like a flock of sheep."We put a man on the moon, but we can't manage the consequences of shareholder democracy."2I. IntroductionOn March 31, 2006, just as the spring annual meeting season began, The Corporate Library released...
Social Conceptions of the Corporation: Insights from the History of Shareholder Voting Rights
I. Introduction1Power is distributed among the shareholders of today's corporations in a great variety of ways. Evidence of this diversity is readily apparent in shareholder voting rights, which, by their very nature, define relations of power among...
Stepmother, May I?: Moral Rights, Dastar, and the False Advertising Prong of Lanham Act Section 43(a)
I. Introduction[A] divorced mother . . . is raising her two daughters alone after her husband . . . left her for [a] fashion model . . . and is doing quite well, thank you. But not five minutes into the film, her abdominal pains are diagnosed as a fast-growing...
The Relevance of Corporate Theory to Corporate and Economic Development: Comment on the Transplantation of the Legal Discourse on Corporate Personality Theories
The question posed by this conference is, what can history teach us about corporate law? The development of corporate law in the United States has been intensely practical, with courts and legislatures bowing to the changing needs of business in their...
The Roof Is on Fire: When, Absent an Agreement Otherwise, May a Landlord's Insurer Pursue a Subrogation Claim against a Negligent Tenant?
I. IntroductionUnder the theory of subrogation, courts permit one party to stand in another party's shoes with reference to the former's legal claims or rights.1 In the insurance context, a subrogated insurer stands in the shoes of its insured and seeks...
The Seductive Comparison of Shareholder and Civic Democracy
I. Introduction"Democracy" is a powerful word in America. Perhaps that is why many commentators cannot resist comparing the workings of democracy within the corporation with those of democracy in the more familiar political realm. Colleen Dunlavy makes...
The Separation of Ownership and Control in Modern Corporations: Shareholder Democracy or Shareholder Republic? A Commentary on Dalia Tsuk Mitchell's Shareholders as Proxies: The Contours of Shareholder Democracy
Professor Tsuk Mitchell has written a clear, informative, and well-organized account of how the adage, "the more things change, the more things stay the same," applies to investing in corporate America. She argues that despite a century's worth of changes...
The Transplantation of the Legal Discourse on Corporate Personality Theories: From German Codification to British Political Pluralism and American Big Business
I. IntroductionThe debate on the nature of the legal personality of groups gathered momentum and focus in Germany after 1868, with the criticism mounted by Gierke on Savigny's theory of corporate personality and with the intensifying controversies over...
Search by... Author
Show... All Results Primary Sources Peer-reviewed

Oops!

An unknown error has occurred. Please click the button below to reload the page. If the problem persists, please try again in a little while.