Journal of Corporation Law

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

Articles from Vol. 40, No. 1, Fall

Agency Costs and Misrepresentation in Leveraged Firms
I. INTRODUCTION II. INCENTIVES FOR MISREPRESENTATION AND MANIPULATION III. AGENCY COSTS BETWEEN SHAREHOLDERS AND BONDHOLDERS IN LEVERAGED FIRMS A. The Asset-Substitution, Risk-Shifting, Overinvestment Problem B. The Debt-Overhang, Underinvestment...
Grassroots Shareholder Activism in Large Commercial Bankruptcies
ABSTRACT I. INTRODUCTION II. BACKGROUND: THE FAILURE OF TRADITIONAL LEGAL STRUCTURES TO PROMOTE SHAREHOLDERS' INTERESTS IN BANKRUPTCY. A. The Debtor's Management B. Official Committees to Represent Claimants in Bankruptcy C. Ad...
Kahn V. M&F Worldwide Corporation: A Small but Significant Step Forward in the War against Frivolous Shareholder Lawsuits
I. INTRODUCTION II. THE LAW OF FREEZE-OUT MERGERS PRIOR TO MFW AND KAHN A. Entire Fairness 1. Fair Dealing 2. Fair Price 3. Non-Bifurcated Components III. THE STANDARD OF REVIEW AFTER KAHN A. The New Law IV....
Leave Time for Trouble: The Limitations Periods under the Securities Laws
I. INTRODUCTION II. THE LIMITATIONS PERIODS UNDER THE SECURITIES LAWS A. The Purposes of the Securities Laws ' Limitations Periods 1. Allowing Sufficient Time to Investigate and File a Securities-Fraud Case 2. The "Stale...
Legal Theory Lessons from the Financial Crisis
INTRODUCTION I. TRADITIONAL LAW AND ECONOMICS AND THE FINANCIAL CRISIS A. Law and Microeconomics B. Deregulation and the Financial Crisis C. The Posner Defense II. COMPLEXITY AND THE IMPOSSIBILITY OF PREDICTING A MEANINGFUL EQUILIBRIUM...
Overcoming an "Aberration": San Jose Challenges Major League Baseball's Longstanding Antitrust Exemption
I. INTRODUCTION II. BACKGROUND A. A History of Greatness B. The Oakland Coliseum C. Attempts to Relocate 1. Fremont, CA (2006-09) 2. San Jose, CA (2009-Present) 3. Lease Extension (Summer 2014) D. Professional...
Staying the Course with Broker-Dealer Registration: The SEC's Impending Regulation of Crowdfunding Portals under the JOBS Act
I. INTRODUCTION II. BACKGROUND A. Broker-Dealer Registration B. Crowdsourcing and the Advent of Crowdfunding C. The JOBS Act and a New Broker-Dealer Registration Exception D. Guidelines for Crowdfunding Intermediaries III. ANALYSIS...
The Genesis Problem: How Unaccepted Offers of Judgment and Mootness Have Complicated Fair Labor Standards Act Litigation
I. INTRODUCTION II. BACKGROUND A. Fair Labor Standards Act 1. Section 216(b) and the Authorization of Collective Actions 2. Differences in Certification Between Section 216(b) Collective Actions and Rule 23 Class Actions...
Why Dodd-Frank's Whistleblower Provision Blows: Its Failure to Protect Overseas Whistleblowers
I. INTRODUCTION II. BACKGROUND A. Who is a Whistleblower? B. Sarbanes-Oxley and Its Whistleblower Provision C. Dodd-Frank and Its Whistleblower Provision D. The Principles of Extraterritorial Application E. Extraterritorial...
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