Journal of Corporation Law

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

Articles from Vol. 38, No. 1, 2012

Generic Drug Manufacturer Liability: Achieving a Balance between Consumer Affordability and Safety
I. INTRODUCTIONIn its 2011 Pliva v. Mensing1 ruling, the Supreme Court refused to hold generic drug manufacturers liable for state failure-to-warn claims because federal regulation regarding warning labels preempted state law.2 In an earlier case, however,...
Janus Capital Group: How "Making" a Statement Leads to Insulation from Liability
I. INTRODUCTIONIn the fall of 2001, the collapse of Enron Corporation shook the American stock market to its core. The once renowned energy and securities company completed a stunning collapse, fueled by management fraud and deceit, on December 2, 2001,...
Questioning Authority: The Critical Link between Board Power and Process
Many corporate directors lack a basic understanding of their companies' business, such as how their companies make money. Yet broadly accepted theories of corporate governance are founded on the faulty premise that these directors have the authority...
Section 421: China's WTO Noncompliance and the Protection of U.S. Corporate Interests
I. INTRODUCTIONThe United States continues to be a major global force, but the United States' relative power is in decline as the developing world continues its economic and political growth. The United States must increasingly collaborate with emerging...
Tax Strategy Patents after the America Invents Act: The Need for Judicial Action
I. INTRODUCTIONImagine an accounting firm trying to give advice to its clients about the most effective ways to minimize their tax liability. Associates at the firm may point out the available credits and deductions, and discuss other techniques and...
The Bizarre Law and Economics of Business Roundtable V. SEC
I. INTRODUCTIONCorporate shareholders elect their boards of directors.1 They do not, however, use anything like a conventional ballot. Instead, shareholders fill out a "proxy ballot" delivered to them by the incumbent board. This proxy ballot lists only...
The False Promise of Risk-Reducing Incentive Pay: Evidence from Executive Pensions and Deferred Compensation
I. INTRODUCTIONIncentive-based pay for corporate executives has been at the center of many recent controversies. Although "pay for performance" is supposed to help shareholders control managers by aligning the financial interests of the two sides, some...

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