Cornell Law School Legal Studies Research Paper Series最新文献

{"title":"The Efficiency of Friendliness: Japanese Corporate Governance Succeeds Again Without Hostile Takeovers","authors":"Dan W. Puchniak","doi":"10.15779/Z38SP3S","DOIUrl":"https://doi.org/10.15779/Z38SP3S","url":null,"abstract":"It is widely assumed that hostile takeovers are a prerequisite for an efficient system of corporate governance. This assumption is false. Since the new millennium, Japan has transformed itself from being on the brink of one of the largest economic meltdowns in modern economic history to currently being in the midst of its longest period of postwar economic expansion (2002-2007). This astounding recovery was achieved without a single successful hostile takeover of a major Japanese company. True to its postwar tradition, corporate Japan has successfully restructured through government intervention, bank-driven reallocation of capital, and orchestrated and friendly mergers — the antitheses of the American corporate governance model, which is premised on hostile takeovers. The conspicuous absence of hostile takeovers in Japan’s recent recovery is particularly remarkable considering that, during the recent recovery, market conditions for hostile takeovers were close to optimal. Almost all of Japan’s “idiosyncratic barriers” to hostile takeovers (i.e., stable shareholdings, a cultural aversion to hostile takeovers, and inefficient takeover laws) were ostensibly dismantled, and the bust-up values of a substantial percentage of Japan’s listed companies were considerably more than their cumulative stock price. To many experts, Japan appeared to be a utopia for hostile takeovers. Yet despite the pro-hostile takeover environment, there has never been a successful hostile takeover bid during Japan’s period of economic recovery. Japan’s unique system of corporate governance — lifetime employment and the influence of the government and banks — has fostered orchestrated and friendly (but not hostile) M&A as a significant force for restructuring. This is important because it provides evidence of “the efficiency of friendliness” in the era of globalization. Other countries can once again look to Japan’s unique system of corporate governance as a viable alternative to the American corporate governance model based on hostile takeovers.","PeriodicalId":205967,"journal":{"name":"Cornell Law School Legal Studies Research Paper Series","volume":"154 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2009-03-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"116491197","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"'Death is Different' and a Refugee's Right to Counsel","authors":"John R. Mills, Kristen Echemendia, Stephen Yale-Loehr","doi":"10.2139/ssrn.1290382","DOIUrl":"https://doi.org/10.2139/ssrn.1290382","url":null,"abstract":"This article asserts that there is a due process right to appointed counsel at government expense for non-citizens who file cases where persecution and death of the petitioner may result after removal - namely claims for asylum, relief under the Convention Against Torture, and restriction on removal. Due process protects all persons' interests in life, liberty and property, regardless of their legal status within the country. Where death may result from an erroneous denial of relief, a non-citizen's interest in life and liberty is directly implicated. As has been aptly stated in the criminal context, \"death is different.\" Where death is on the table, there is a heightened need for reliability and accuracy. The article analogizes from death penalty cases to argue that due process requires a right to appointed counsel in cases concerning indigent non-citizens applying for asylum, relief under the Convention Against Torture, or restriction on removal. The failure of 8 U.S.C. section 1362 to provide such a right makes it unconstitutional.Note: This version (Jan. 13, 2009) has been slightly updated from our prior version to reflect the Attorney General's decision in Matter of Compean, 24 I. & N. Dec. 710 (Att'y Gen. 2009).","PeriodicalId":205967,"journal":{"name":"Cornell Law School Legal Studies Research Paper Series","volume":"78 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2009-01-13","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"122460591","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Statins and Adverse Cardiovascular Events in Moderate Risk Females: A Statistical and Legal Analysis with Implications for FDA Preemption Claims","authors":"T. Eisenberg, M. Wells","doi":"10.2139/ssrn.1137248","DOIUrl":"https://doi.org/10.2139/ssrn.1137248","url":null,"abstract":"This article presents: (1) meta analyses of studies of cardioprotection of women and men by statins, including Lipitor (atorvastatin), and (2) a legal analysis of advertising promoting Lipitor as preventing heart attacks. The meta analyses of primary prevention clinical trials show statistically significant benefits for men but not for women, and a statistically significant difference between men and women. The analyses do not support (1) statin use to reduce heart attacks in women based on extrapolation from men, or (2) approving or advertising statins as reducing heart attacks without qualification in a population that includes many women. The legal analysis raises the question whether Lipitor's advertisements, which omit that Lipitor's clinical trial found slight increased risk for women, is consistent with the Food, Drug, and Cosmetics Act and related Food and Drug Administration (FDA) regulations. The analysis suggests that FDA regulation should not preempt state law actions challenging advertising that is not supported by FDA-approved labeling. Our findings suggesting inadequate regulation of the world's best-selling drug also counsel against courts accepting the FDA's claimed preemption of state law causes of action relating to warnings and safety. Courts evaluating preemption claims should consider actual agency performance as well as theoretical institutional competence. Billions of health care dollars may be being wasted on statin use by women but the current regulatory regime does not create incentives to prevent such behavior.","PeriodicalId":205967,"journal":{"name":"Cornell Law School Legal Studies Research Paper Series","volume":"49 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2008-05-21","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"123916972","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

{"title":"Whose Ownership? Which Society?","authors":"R. Hockett","doi":"10.7936/K78C9VR4","DOIUrl":"https://doi.org/10.7936/K78C9VR4","url":null,"abstract":"The idea of an \"ownership society\" (OS) is not new to American politics or law. It might be called the seventeen year cicada of American domestic policy - emerging once per generation onto the national agenda, generating just a bit of buzz, then receding once again to leave a mass of empty shells and buried eggs behind. Unlike the insects, however, OS proposals seldom have sounded the same notes to everyone's ears. They have been proffered to or on behalf of differing constituencies for differing reasons, and therefore have tended to mean different things to different people. It is tempting to blame precisely this fragmentation and polyvalence both for the general idea's recurrence and for its repeated receding.This Article seeks to bring theoretic and programmatic coherence to the idea of an American OS, in hopes of generating an enduring and endurable version of it. The Article first identifies three political traditions that amount to our self-understandings as a people. An enduring American OS must resonate with those traditions. The Article then synthesizes a unified self-understanding from the three traditions - a coherent set of constitutive ideals that contour what the Article calls an Efficient Equal-Opportunity Republic (EEOR). The EEOR is the template for an endurable American OS. The Article then fleshes out the bare bones of the EEOR. It does so first by detailing how \"ownership\" must be interpreted and promoted not only in keeping with the broad constraints posed by the EEOR's core values, but in keeping with the narrower constraints posed by ownership psychology and the path-dependence of American law. It does so second by deriving a \"Method\" of financially engineered ownership-spreading that gives full expression both to the aforementioned core values and to the psychological and legal constraints.The Article concludes with a preview of its sequel, which catalogues and critically examines past OS programs and proposals under the aspect of the theory worked out in the present Article, and elaborates a coherent set of forward-looking ownership-promoting programs informed by the lessons that emerge from that critical encounter.","PeriodicalId":205967,"journal":{"name":"Cornell Law School Legal Studies Research Paper Series","volume":"16 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2005-09-27","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"128272012","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}