Journal of Corporation Law

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

Articles from Vol. 34, No. 1, Fall

Class Action Criminality
I. INTRODUCTION II. THE INDICTMENT OF MILBERG WEISS A. Congress Regulates Securities Class Actions 1. Why Private Enforcement? 2. Paid Plaintiff Practices Before Securities Litigation Reform 3. The Case for Reforming Securities Litigation ...
From Booker to Gall: The Evolution of the Reasonableness Doctrine as Applied to White-Collar Criminals and Sentencing Variances
I. INTRODUCTION II. BACKGROUND A. From There to Here: A Look at the Evolution of the U. S. Sentencing Guidelines 1. The Sentencing Reform Act of 1984 2. Apprendi, Blakely Booker, and the Reasonableness Doctrine ...
Obedience as the Foundation of Fiduciary Duty
I. INTRODUCTION II. IDENTIFYING THE DUTY OF OBEDIENCE A. Locating the Duty of Obedience in the Tripartite Scheme of Fiduciary Duties 1. Depth 2. Breadth 3. Length 4. Summary B. Locating the Duty of Obedience in Four...
Opening at $25 1/2 Is Big Firm U.S.A.: Why America May Eventually Have a Publicly Traded Law Firm, and Why Law Firms Can Succeed without Going Public
I. INTRODUCTION II. BACKGROUND A. The Legal Profession and Recent Trends and Changes 1. Defining a "Profession" and a Discussion of Partnership Ethos 2. Recent Trends and Changes in the Legal Profession B. The United States and Model...
Ownership, Limited: Reconciling Traditional and Progressive Corporate Law Via an Aristotelian Understanding of Ownership
I. INTRODUCTION II. CORPORATIONS CONCEPTUALIZED A. A Short History of the Corporation B. Shareholder Ownership Model C. Stakeholder Model D. Nexus of Contracts Model III. OWNERSHIP CONCEPTUALIZED A. Modern Conceptualization...
Rating Management Behavior and Ethics: A Proposal to Upgrade the Corporate Governance Rating Criteria
I. INTRODUCTION II. CORPORATE GOVERNANCE RATINGS A. Growth of Governance Rating Agencies B. Governance Rating Process 1. Rating Scales 2. Rating Criteria C. Influence of Governance Ratings 1. Wide Range of Clients and Users ...
Regulation of Foreign Direct Investment after the Dubai Ports Controversy: Has the U.S. Government Finally Figured out How to Balance Foreign Threats to National Security without Alienating Foreign Companies?
I. INTRODUCTION II. BACKGROUND A. The Turbulent History of the Legislature Choosing Sides Between FDI and National Security 1. Committee on Foreign Investment in the United States 2. The Exon-Florio Amendment ...
Shareholder Primacy's Corporatist Origins: Adolf Berle and the Modern Corporation
I. INTRODUCTION II. EARLY TO MIDDLE BERLE: FROM CORPORATE LAWYER TO CORPORATIST A. Early Berle: From Self-Regulation to Judicially Enforced Shareholder Primacy B. Middle Berle: The New Deal and Corporatism 1. The "New Individualism" ...