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“All Lawyers Are Somewhat Suspect”: Adolf A. Berle And The Modern Legal Profession, Harwell Wells 2019 Seattle University School of Law

“All Lawyers Are Somewhat Suspect”: Adolf A. Berle And The Modern Legal Profession, Harwell Wells

Seattle University Law Review

Adolf A. Berle was perhaps the preeminent scholar of the modern corporation. He was also an occasional scholar of the modern legal profession. This Article surveys his writings on the legal profession from the 1930s to the 1960s, from the sharp criticisms he leveled at lawyers, particularly corporate lawyers, during the Great Depression, to his sunnier account of the lawyer’s role in the postwar era. I argue that Berle’s views were shaped both by the reformist tradition he inherited from Louis Brandeis and his writings on the corporation, which left him convinced that the fate of the legal ...


Adolf Berle During The New Deal: The Brain Truster As An Intellectual Jobber, Robert B. Thompson 2019 Seattle University School of Law

Adolf Berle During The New Deal: The Brain Truster As An Intellectual Jobber, Robert B. Thompson

Seattle University Law Review

Adolf Berle’s ideas have attained a remarkable longevity in corporate law with an influence exceeding that of any other twentieth century law professor. Participants in the now ten Berle symposia often have framed the discussion of his career as an intellectual history, usually built around the powerful transformative effect of The Modern Corporation and Private Property (MCPP). Yet this approach is insufficient to explain large parts of Berle’s professional career, including what Berle did during the twelve years of the Roosevelt Administration that immediately followed MCPP. This Article offers an alternative focus that better accounts for the career ...


Collected Lectures And Talks On Corporate Law, Legal Theory, History, Finance, And Governance, William W. Bratton 2019 Seattle University School of Law

Collected Lectures And Talks On Corporate Law, Legal Theory, History, Finance, And Governance, William W. Bratton

Seattle University Law Review

A collection of eighteen speeches and lectures, from 2003 to 2018, discussing and expanding on the writings and theories of Adolf Berle and Gardiner Means.


Categorizing Wayne's World: The Public Forum Doctrine And Public Access Channels, Michael Molstad 2019 Boston College Law School

Categorizing Wayne's World: The Public Forum Doctrine And Public Access Channels, Michael Molstad

Boston College Law Review

On February 9, 2018, the United States Court of Appeals for the Second Circuit held, in Halleck v. Manhattan Community Access Corp., that a public access channel administered by the Manhattan Community Access Corporation and three of its employees was a public forum. In doing so, the court determined that a complaint against Manhattan Community Access Corporation and those three employees sufficiently alleged state action. The legal status of public access channels has been unsettled since 1996, when the Supreme Court explicitly chose not to decide whether public access channels were public forums in Denver Area Educational Telecommunications Consortium v ...


Bias In The Boardroom: Implicit Bias In The Selection And Treatment Of Women Directors, 2019 Marquette University Law School

Bias In The Boardroom: Implicit Bias In The Selection And Treatment Of Women Directors

Marquette Law Review

In light of the stagnation in growth of women directors on corporate boards, board diversity advocates and corporate leaders should look to the role implicit gender bias plays in the board nomination process and in challenges women directors face while serving on boards. Relevant stakeholders often overlook how implicit bias barriers prevent women from reaching the boardroom and persist as obstacles once women directors have earned their seats on the board. Incorporating social psychological research on implicit bias and recognized strategies to work around bias, such as objective assessments and guidelines, data analytics, and accountability mechanisms, this Article encourages companies ...


International Civil Individual Responsibility And The Security Council: Building The Foundations Of A General Regime, Vincent-Joël Proulx 2019 National University of Singapore

International Civil Individual Responsibility And The Security Council: Building The Foundations Of A General Regime, Vincent-Joël Proulx

Michigan Journal of International Law

This Article focuses on a few tools at the disposal of the United Nations Security Council (“UNSC”) to enhance individual (read: civil) responsibility concerning nonstate terrorist actors with a view to opening other avenues of inquiry regarding other subversive nonstate actors (“NSAs”), for instance in the areas of transnational torts, human rights (“HR”) violations, and environmental damage caused by business entities. As discussed in Part V, recent developments surrounding the application of the Alien Tort Claims Act (“ATCA”) in the United States and the prospect of establishing a basis for universal civil jurisdiction further signal that no such solid basis ...


The Legal Architecture Of United Nations Peacekeeping: A Case Study Of Unifil, Layan Charara 2019 University of Michigan Law School

The Legal Architecture Of United Nations Peacekeeping: A Case Study Of Unifil, Layan Charara

Michigan Journal of International Law

This Note explores the ways UNIFIL is a unique peacekeeping force that can still teach broader lessons about UN peacekeeping It is organized into four parts: Part I provides a contour of UN peacekeeping operations; Part II chronicles the history of UNIFIL; Part III analyzes the current legal regime with respect to UN peacekeeping; and Part IV surveys solutions offered in the past and recommends more apposite courses of action to strengthen the legal recourse available to peacekeepers and their families.


Dr. Tele-Corporation: Bridging The Access-To-Care Gap, Nader Amer 2019 Penn State Dickinson Law

Dr. Tele-Corporation: Bridging The Access-To-Care Gap, Nader Amer

Dickinson Law Review

The United States is currently confronting an access-to-healthcare crisis, which rural regions are experiencing at a disproportionate rate. Many commentators have touted telemedicine as a solution for the access-to-care issue. Telemedicine uses video and telecommunication technology to allow physicians to treat patients from distant locations and thus facilitates a more equal distribution of physicians throughout the United States.

Although the telemedicine industry is quickly growing, the corporate practice of medicine doctrine impedes the industry’s expansion and consequently obstructs a viable solution to the access-to-care crisis. Generally, the corporate practice of medicine doctrine prohibits corporations and limited liability companies from ...


Ministerial Magic: Tax-Free Housing And Religious Employers, Bridget J. Crawford, Emily Gold Waldman 2019 Elisabeth Haub School of Law at Pace University

Ministerial Magic: Tax-Free Housing And Religious Employers, Bridget J. Crawford, Emily Gold Waldman

Pace Law Faculty Publications

Religious organizations enjoy many of the same benefits that other non-profit organizations do. Churches, temples and mosques, for example, generally are exempt from local real estate taxes. Economically speaking, a tax exemption has the same effect as a subsidy; freedom from tax liability means that the organization can devote its financial resources to other activities. But where an exemption afforded to a religious employee is broader than the equivalent exemption available to a secular employee, a significant Establishment Clause concern is raised. The parsonage exemption of Internal Revenue Code Section 107 presents such an issue: ministers are permitted to exclude ...


Board Rooms And Jail Cells: Assessing Ngo Approaches To Private Environmental Governance, Joshua Ulan Galperin 2018 University of Pittsburgh

Board Rooms And Jail Cells: Assessing Ngo Approaches To Private Environmental Governance, Joshua Ulan Galperin

Arkansas Law Review

No abstract provided.


The Perils Of Philanthrocapitalism, Eric Franklin Amarante 2018 University of Maryland Francis King Carey School of Law

The Perils Of Philanthrocapitalism, Eric Franklin Amarante

Maryland Law Review

For over a century, philosophers, politicians, and sociologists have bemoaned philanthropy’s inherent antidemocratic, paternalistic, and amateuristic aspects. The antidemocratic nature of philanthropy is self-evident: When a wealthy person determines the best way to address a societal problem without the input of either society at large or the intended beneficiaries of the philanthropy, the result is a deficit of democracy. Philanthropy’s amateurism stems from the illogical belief that wealthy individuals ought to address some of the world’s most complex and intransigent problems simply because they successfully amassed a fortune in the private sector. The paternalism critique focuses on ...


Conflicts Of Interest And Law-Firm Structure, Cassandra Burke Robertson 2018 Case Western Reserve University School of Law

Conflicts Of Interest And Law-Firm Structure, Cassandra Burke Robertson

St. Mary's Journal on Legal Malpractice & Ethics

Business and law are increasingly practiced on a transnational scale, and law firms are adopting new business structures in order to compete on this global playing field. Over the last decade, global law firms have merged into so-called “mega-brands” or “mega-firms”—that is, associations of national or regional law firms that join together under a single brand worldwide. For law firms, the most common mega-firm structure has been the Swiss verein, though the English “Company Limited by Guarantee” structure is growing in popularity as well, as is the similar “European Economic Interest Grouping.” All of these structures allow related entities ...


Creating A Workplace Culture Of Civility And Respect: Preventing Unlawful Harassment And Discrimination, Rose Davenport 2018 University of New Mexico

Creating A Workplace Culture Of Civility And Respect: Preventing Unlawful Harassment And Discrimination, Rose Davenport

Shared Knowledge Conference

This research project identifies a plan to study best practices addressing unlawful workplace harassment and discrimination in New Mexico-based hospital healthcare systems. Initially, this project focusses on Presbyterian Healthcare Services and the University of New Mexico Hospital, with the possibility of including other local healthcare systems. In light of recent developments from “#MeToo” and “Time’s Up” movements, the issues of unlawful sexual harassment and discrimination are hot topics in today’s society and need to be more openly addressed by all levels of an organization, in order to identify these issues head-on and hopefully prevent them from continuing to ...


Access To Justice In The United Nations Human Rights Committee, Vera Shikhelman 2018 NYU School of Law

Access To Justice In The United Nations Human Rights Committee, Vera Shikhelman

Michigan Journal of International Law

This Article has two main purposes. The first is to describe and evaluate empirically the right of individuals to access the HRC under the OP in light of the special goals of this procedure as perceived by the different stakeholders. The second is to recommend ways to improve individuals’ access to the HRC and thereby to international justice in general. In order to address the first question, the Article uses a mixed-methods approach—a combination of quantitative and qualitative research methods.


Badges Of Opportunism: Principles For Policing Restructuring Support Agreements, Edward J. Janger, Adam J. Levitin 2018 Brooklyn Law School

Badges Of Opportunism: Principles For Policing Restructuring Support Agreements, Edward J. Janger, Adam J. Levitin

Brooklyn Journal of Corporate, Financial & Commercial Law

Bankruptcy is a market for corporate control. Current bankruptcy practice offers two alternative mechanisms for effectuating changes in control of a firm: (1) a pre-plan all-asset sale under section 363(b) of the Bankruptcy Code; or (2) an asset sale or recapitalization pursuant to a plan of reorganization under section 1129 of the Code. Pre-plan sales under section 363(b) are fast, but lack the procedural protections associated with a restructuring or sale pursuant to a plan. Plan confirmation can be costly and uncertain, however. Restructuring support agreements (“RSAs”)—contractual agreements to support a future restructuring that has certain agreed-upon ...


The Equifax Data Breach And The Resulting Legal Recourse, Caitlin Kenny 2018 Brooklyn Law School

The Equifax Data Breach And The Resulting Legal Recourse, Caitlin Kenny

Brooklyn Journal of Corporate, Financial & Commercial Law

What happens when one’s sensitive information falls into the wrong hands? With the twenty-first century’s advancement of technology comes the increasing problem of data breaches wherein sensitive information is exposed. On September 7, 2017, Equifax, one of three major United States credit reporting agencies announced one of the largest data breaches in the history of the United States. The data breach affected approximately 145 million consumers and subsequently a wave of consumer class actions followed. This Note clarifies why class action lawsuits and arbitration are not viable legal remedies for massive data breaches where entities like credit reporting ...


Transparency In Corporate Groups, Jay Lawrence Westbrook 2018 Brooklyn Law School

Transparency In Corporate Groups, Jay Lawrence Westbrook

Brooklyn Journal of Corporate, Financial & Commercial Law

This Article addresses a remarkable blind spot in American law: the failure to apply the well-established principles of secured credit to prevent inefficiency, confusion, and fraud in the manipulation of the webs of subsidiaries within corporate groups. In particular, “asset partitioning” has been a fashionable subject in which the central problem of non-transparency has been often mentioned but little addressed. This Article offers a concept for a new system of corporate disclosure for the benefit of creditors and other stakeholders. It would require disclosure of corporate structures and allocations of assets among affiliates to the extent the affiliates are to ...


Bankruptcy Fiduciary Duties In The World Of Claims Trading, John A. E. Pottow 2018 Brooklyn Law School

Bankruptcy Fiduciary Duties In The World Of Claims Trading, John A. E. Pottow

Brooklyn Journal of Corporate, Financial & Commercial Law

In earlier work, I explored the role of fiduciary duties in the bankruptcy trustee’s administration of a debtor’s estate, noting the absence of any explicit demarcation of those duties in the Bankruptcy Code. In this piece, I report the highlights of that analysis and see to what extent (if any) fiduciary duties can inform policy prescriptions for the issue of bankruptcy claims trading, colorfully referred to by some as the world of “bankruptcy M&A.” My initial take is pessimistic. Fiduciary duties, at least as traditionally conceived in bankruptcy, are unlikely to provide much help. But there is ...


Corporate Governance And Bankruptcy, Daniel J.H. Greenwood 2018 Brooklyn Law School

Corporate Governance And Bankruptcy, Daniel J.H. Greenwood

Brooklyn Journal of Corporate, Financial & Commercial Law

Ordinary corporate law invests enormous authority in corporate leaders, largely without accountability either to those they govern or to the judiciary, in defiance of much of what we know about effective governance procedure. Instead, we rely on the markets in which the corporation participates as the primary check on incumbent officials. Regardless of whether relying on markets is sufficient in the ordinary course, corporate insolvency is the markets’ verdict that incumbent management has failed. Accordingly, in bankruptcy and insolvency more generally, the law ought to abandon its ordinary deference to the corporate powers that be and instead impose standard good ...


Private Benefits Without Control? Modern Chapter 11 And The Market For Corporate Control, Oscar Couwenberg, Stephen J. Lubben 2018 Brooklyn Law School

Private Benefits Without Control? Modern Chapter 11 And The Market For Corporate Control, Oscar Couwenberg, Stephen J. Lubben

Brooklyn Journal of Corporate, Financial & Commercial Law

Outside of bankruptcy, a board of directors’ decision to take control rights away from existing shareholders and grant them to another is subject to heightened fiduciary duties. As the sale of control represents a kind of end game, shareholders have one last chance to realize the full value for their investment. In such a context, their interests warrant special protection. A similar sale of control can happen in a chapter 11 procedure when a bankruptcy plan revamps the capital structure of the firm. In such a restructuring of the firm, control rights can be newly created, redefined and redistributed to ...


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