Symposium, JOBS Act: The Terrible Twos – General Solicitation & Crowdfunding, the Next Frontier of Securities RegulationOn March 24th, 2014, The Fordham Corporate Law Center and the Fordham Journal of Corporate & Financial Law will hold its 19th Annual Symposium focusing... Read More
On Monday, February 9th, 2015, the Corporate Law Center hosted its annual symposium. This year’s topic was the “Changing Face of Corporate Compliance and Corporate Governance.” The symposium consisted of two panel discussions, and was followed by a keynote address given by Thomas Baxter, the General Counsel and Executive Vice President of the Federal Reserve Bank of New York.
“After Law School What? How to Leverage Your Legal Education In Non-Traditional Ways,” with Deborah L. Jacobs
On February 24th, the Fordham Corporate Law Center held a Business Law Practitioners Series Program entitled “After Law School What? How to Leverage Your Legal Education In Non-Traditional Ways,” with Deborah L. Jacobs. Ms. Jacobs is an entrepreneur, an attorney, and an award-winning journalist. Spending her educational career in New York City, she graduated from Barnard College, received her J.D. from Columbia Law School, and her M.S. from the Columbia Graduate School of Journalism. She worked as an adjunct professor at Fordham Law School for the legal research and writing course. Her last position was with Forbes as a financial journalist and senior editor. Her recent book, entitled Estate Planning Smarts – a guide for planning retirement, wills and trusts – is a best seller, and called a category killer by one review. She is currently working on the 4th edition of the book.
The creation of global markets rarely proceeds without the creation of institutions to enable and set parameters around global market actors, whether multinational companies, seafaring carriers, international banks or other private global investors. And yet little is known about the institutional matrix of lawmaking organizations on which markets depend. What is known about the proliferation of international institutions to rationalize the legal framework for global trade has prompted socio-legal scholars to question whether this accumulation of organizations creates legal fragmentation (Koskenniemi 2002), complexity (Alter; Kennedy), harmonization or subversion (Schaffer and Pollack 2010; Mallard 2014), the institutionalization of transnational legal orders (Halliday & Shaffer 2015a; Block-Lieb & Halliday 2015), or contestations among their proponents (Halliday & Shaffer 2015b).
This paper provides the long view of a complex of international lawmaking organizations that emerged …
REVISION: Centros, the Freedom of Establishment for Companies, and the Court’s Accidental Vision for Corporate Law
In consequence of the three ECJ cases in Centros (1999), Überseering (2002), and Inspire Art (2003), EU member states can no longer effectively apply the real seat theory to companies from other Member States or take other measures to avoid the circumvention of their own laws by foreign incorporation. Founders of companies can – in principle – “pick and choose” the best legal form from all Member States, a result that many policymakers and legal scholars had sought to avoid for decades. This chapter attempts to tell a short intellectual history of the debate. In the early years of the EEC, it was thought that company law would be harmonized to such a strong degree that the free movement of corporations would no longer raise any concern. When the harmonization program stalled, Member States felt justified in maintaining protectionist measures impeding free choice of corporate law. Many saw dicta in the Daily Mail case of 1988 as providing a justification for the real seat theory, …
This Article offers a new theory of the optimal division of control between investors and managers in a business firm. We argue that the optimal division of control minimizes the sum of agency costs and what we call principal costs. Principal costs arise when investors exercise control in a manner that, inadvertently or intentionally, harms their collective interest in maximizing the firm’s value. Principal costs can result from conflicts of interest among investors, collective-action problems, and mistaken decisions caused by a lack of information or expertise. The desire to avoid principal costs is the reason that investors delegate control to managers. But because of the risk of agency costs, investors often retain some control, the exercise of which entails the risk of principal costs. We observe that the division of control rights between investors and mangers is a zero-sum proposition, and therefore that the tradeoff between principal costs and agency costs is inescapable. More …
REVISION: Correcting Corporate Benefit: How to Fix Shareholder Litigation by Shifting the Doctrine on Fees
The current controversy in corporate law concerns whether firms can discourage litigation by shifting its cost to shareholders. But corporate law courts have long engaged in fee-shifting — from shareholder plaintiffs to the corporation — under the “corporate benefit” doctrine. This Article examines fee-shifting in shareholder litigation, arguing that current practices are unsound from the perspective of both doctrine and public policy. Unfortunately, the fee-shifting bylaws recently enacted in response to the problem of excessive shareholder litigation fare no better. The Article therefore offers a different approach to fee shifting, articulating three specific reforms of the corporate benefit doctrine to quell the current crisis in shareholder litigation.