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From the category archives:

Stefan Padfield

Who Owns Corporations and Should They Pay For Access?

August 27, 2009

Question 1:  Who are the owners of the typical U.S. publicly traded corporation?
(a)  The shareholders.
(b)  The board of directors.
(c)  The management (CEO, CFO, etc.).
Question 2:  If the owners of the corporation want to put a slate of nominees for the board of directors on the corporation's annual proxy statement, who should bear the cost?
(a)  The [...]

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Just because you're paranoid . . . .

August 20, 2009

Fun weekly "coincidence":
First, Frank Rich (HT: Kristina Melomed) opines that:
What the Great Recession has crystallized is a larger syndrome that Obama tapped into during the campaign.  It’s the sinking sensation that the American game is rigged — that, as the president typically put it a month after his inauguration, the system is in hock to [...]

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The Consumer Financial Protection Agency and the Problem of Freedom Versus Safety

August 13, 2009

James Kwak has an interesting post over at The Baseline Scenario describing the battle lines being drawn over the Consumer Financial Protection Agency (CFPA) as pitting outcomes against principles:
I suspect that the real divide in the battle over the Consumer Financial Protection Agency is between outcomes and principles.  CFPA supporters believe that policies should attempt [...]

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Overturning Stoneridge

August 6, 2009

Assume XYZ Corp. enters into sham agreements with ABC Corp. in order to bolster XYZ's bottom line.  Under the sham agreements, XYZ pays an additional $20 per widget purchased from ABC, and ABC then returns that $20 to XYZ under the guise of purchasing advertising.  XYZ then books the $20 as advertising revenue, creating the [...]

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Memorable Subprime Fraud Quotes

July 30, 2009

The Wall Street Journal reports today that:
A Senate panel has subpoenaed financial institutions, including Goldman Sachs Group Inc. and Deutsche Bank AG, seeking evidence of fraud in last year's mortgage-market meltdown, according to people familiar with the situation.  The congressional investigation appears to focus on whether internal communications, such as email, show bankers had private [...]

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Caveat Emptor: Insiders Trading

July 23, 2009

Consider the following alleged facts involving Maverick billionaire Mark Cuban:
[I]n June 2004, Mamma.com Inc. invited Cuban to participate in [a] stock offering after he agreed to keep the information [about the offering] confidential. The complaint further alleges that Cuban knew that the offering would be conducted at a discount to the prevailing market price [...]

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Goldman Sachs and the Problem of Structural Bias

July 16, 2009

I'm teaching Corporations this summer and we recently discussed how different jurisdictions deal with the problem of structural bias when it comes to allowing special litigation committees to dismiss derivative actions.  To give some brief background, we start with the proposition that the decision of whether or not to pursue a legal claim held by [...]

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Teaching Transactional Law Skills in Law School: Is More Really Better?

July 9, 2009

When I attended the AALS's midyear meeting focusing on business law this past June, I was struck by Michael Woronoff's response to the question of whether law schools were teaching students adequate transactional skills.  The reason his remarks caught my attention was because it was the first time I had heard someone seriously challenge the [...]

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Star Powered Director Primacy

July 2, 2009

Delaware General Corporation Law Section 141 tells us that the "business and affairs of every corporation organized under this chapter shall be managed by or under the direction of a board of directors."  Given the complexity of managing or overseeing the business and affairs of modern corporations, an outsider may be forgiven for being surprised [...]

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Gender Implications of the Financial Crisis

June 25, 2009

Professor Bainbridge notes: "Eight of the top 10 Amazon bestsellers in the fantasy category are vampire romance novels by female authors. Whatever happened to elves, orcs, swords, and sorcery?"
Never one to miss an opportunity to jump to spurious conclusions, this made me wonder whether women have lost such faith in the men who continue to [...]

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The President's Financial Regulatory Reform Proposals: Too Much, Too Little, or Too Soon to Tell?

June 18, 2009

Yesterday, the Obama administration unveiled its most recent proposals for financial regulatory reform, calling for "A New Foundation."  The proposals break down into five key objectives: (1) "Promote robust supervision and regulation of financial firms," including creation of a new "Financial Services Oversight Council of financial regulators to identify emerging systemic risks and improve interagency [...]

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The Curious Prevalence of Part-Time, Inexperienced Corporate Directors

June 12, 2009

Section 141(a) of the the Delaware General Corporation Law provides that: "The business and affairs of every corporation organized under this chapter shall be managed by or under the direction of a board of directors . . . ."  (The reason we corporate law scholars generally cite to Delaware law is that the vast majority [...]

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