Villanova University Law School Public Law & Legal Theory Research Paper Series最新文献

On the Problem of Russian Administrative Reform Implementation 论俄罗斯行政改革实施中的问题

Villanova University Law School Public Law & Legal Theory Research Paper Series Pub Date : 2014-09-11 DOI: 10.2139/ssrn.2494686

A. Pronin

引用次数: 0

Offshore Accounts: FATCA Background, Developments, and Key Issues 离岸账户:FATCA背景、发展和关键问题

Villanova University Law School Public Law & Legal Theory Research Paper Series Pub Date : 2014-03-24 DOI: 10.2139/ssrn.2410846

J. Harvey

引用次数: 1

Apple's International Tax Planning 苹果公司的国际税收筹划

Villanova University Law School Public Law & Legal Theory Research Paper Series Pub Date : 2013-10-01 DOI: 10.2139/ssrn.2342319

J. Harvey

引用次数: 0

Testimony of J. Richard (Dick) Harvey, Jr. Before the U.S. Senate Permanent Subcommittee on Investigations May 21, 2013 2013年5月21日，小理查德·哈维在美国参议院常设调查小组委员会作证

Villanova University Law School Public Law & Legal Theory Research Paper Series Pub Date : 2013-06-03 DOI: 10.2139/SSRN.2273653

J. Harvey

引用次数: 3

The Aftermath of Catastrophes: Valuing Business Interruption Insurance Losses 灾难的后果:评估商业中断保险损失

Villanova University Law School Public Law & Legal Theory Research Paper Series Pub Date : 2013-01-20 DOI: 10.2139/SSRN.2203695

Christopher C. French

{"title":"The Aftermath of Catastrophes: Valuing Business Interruption Insurance Losses","authors":"Christopher C. French","doi":"10.2139/SSRN.2203695","DOIUrl":"https://doi.org/10.2139/SSRN.2203695","url":null,"abstract":"With the onslaught of tornadoes, hurricanes, and floods in recent years, business interruption losses have been staggering. Many businesses do not survive such catastrophes. Even business owners that purchased business interruption insurance, which is intended to ensure that a business’s revenue stream continues during an interruption in its operations, often find that their insurers have dramatically different views regarding the amount of the losses that should be reimbursed. The reason for this disparity in views is that the loss valuation provisions in business interruption insurance policies provide very little guidance regarding how business interruption losses should be calculated. Thus, disputes regarding the valuation of business interruption losses frequently arise and courts and juries are forced to resolve such disputes with widely varying, inconsistent, and unpredictable results. This lack of predictability has placed a burden on the legal system because far more business interruption cases are tried than are necessary. This Article analyzes the origins and purpose of business interruption insurance, as well as the courts’ inconsistent interpretations of the standard form business interruption loss valuation provisions. The Article then offers an interpretation of the existing loss valuation provisions under the rules of policy interpretation and considers whether the result would be different if the language were analyzed from a product liability perspective in light of the fact that policies are non-negotiated contracts of adhesion sold on a take-it-or-leave-it basis. The Article concludes with an analysis of the public policy considerations related to the payment of business interruption insurance losses and proposes alternative loss valuation formulas to be used in the future that should provide for consistent, fair and predictable loss valuations and payment of claims without litigation.","PeriodicalId":371458,"journal":{"name":"Villanova University Law School Public Law & Legal Theory Research Paper Series","volume":"29 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2013-01-20","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"132100880","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}

引用次数: 6

Direct and Derivative Claims in Securities Fraud Litigation 证券欺诈诉讼中的直接和衍生索赔

Villanova University Law School Public Law & Legal Theory Research Paper Series Pub Date : 2009-05-04 DOI: 10.2139/ssrn.1398935

R. Booth

{"title":"Direct and Derivative Claims in Securities Fraud Litigation","authors":"R. Booth","doi":"10.2139/ssrn.1398935","DOIUrl":"https://doi.org/10.2139/ssrn.1398935","url":null,"abstract":"In the typical securities fraud class action under Rule 10b-5, the plaintiff class consists of buyers who seek damages equal to the difference between the price paid for the stock during the fraud period and the lower price that prevails after corrective disclosure. The argument here is that this claim is really an amalgam of direct and derivative claims and that the derivative claims should result in recovery by the corporation for the benefit of all stockholders. There are three types of losses that arise in the typical stock-drop action. First, part of the loss may be attributable to lower expected earnings (fundamental loss). Second, part of the loss may be attributable to an increase in the cost of equity because of increased risk associated with the corporation (capitalization loss). Third, part of the loss may be attributable to the class action itself which if successful will result in a payout by the corporation to settle the litigation (feedback loss). It is not clear that fundamental loss should be actionable since it is a loss that will occur whether or not there is fraud. Capitalization loss may or may not be actionable. If it arises because of harm to the reputation of the corporation as a result of fraud or similar wrongful acts that cause the market to lose trust in the corporation resulting in an increased cost of capital for the corporation, the loss is derivative because it affects the corporation as a whole and affects all stockholders in the same way. On the other hand, the corporation may also suffer a capitalization loss in the absence of any fraud because the market learns new information about firm-specific risk. This loss - like fundamental loss - arises whether or not there is fraud. It should not be actionable. Finally, feedback loss arises only because the corporation pays if the class action is successful. But if the only actionable loss is capitalization loss for which the corporation should recover, there is no justification for a class action, no reason for the corporation to pay, and no feedback loss. In other words, feedback loss goes away if the class action goes away. In short, the only genuine loss in a stock-drop action under Rule 10b-5 is attributable to claims that should be characterized as derivative. The mystery is why the courts and litigants have failed to characterize such claims as derivative rather than direct. Although there is some doubt whether capitalization loss is actionable as a matter of federal securities law, such claims are clearly actionable under the state law of fiduciary duty, particularly when there is insider misappropriation involved. The fact that such claims are litigated as direct class claims rather than derivative claims is especially puzzling because most stock is held by well-diversified institutional investors that lose from class actions. Such investors are equally likely to sell (gain) as to buy (lose) during the fraud period. Gains and losses net out over time. So the c","PeriodicalId":371458,"journal":{"name":"Villanova University Law School Public Law & Legal Theory Research Paper Series","volume":"33 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2009-05-04","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"125626449","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}

引用次数: 3

Observations on the Role of Commodification, Independence and Governance in the Accounting Industry 商品化、独立性和治理在会计行业中的作用观察

Villanova University Law School Public Law & Legal Theory Research Paper Series Pub Date : 2003-12-08 DOI: 10.2139/ssrn.474741

J. Macey, Hillary A. Sale

{"title":"Observations on the Role of Commodification, Independence and Governance in the Accounting Industry","authors":"J. Macey, Hillary A. Sale","doi":"10.2139/ssrn.474741","DOIUrl":"https://doi.org/10.2139/ssrn.474741","url":null,"abstract":"In this Article, we argue the internal corporate governance structure of the big accounting firm is fundamentally flawed, and that this flaw contributed to the current crisis of confidence in the integrity of public reporting. The incentive structure within accounting firms makes it virtually impossible for auditors to be independent of significant clients like Enron. The result has been a change in the balance of economic power between accounting firms and their clients - individual audit partners suffer from client capture. In addition, to their lack of independence, accounting firms and partners lack accountability in part due to the advent of the limited liability partnership structure. Despite these problems, federal securities laws and regulations require auditors to provide independent audits to companies. The result has been the commodification of audits and a market in which audits are bought and sold. As a consequence, audits no longer serve the economic purpose for which they were required - providing information that protects investors and leads to the efficient pricing of securities. Although the provisions of the Sarbanes-Oxley Act offer some help in resolving the capture, governance, and commodification concerns we raise, we conclude that more is needed. Sarbanes-Oxley established the Public Company Accounting Oversight Board. This Board is to register the public accounting firms, set standards for their reports, inspect and investigate the firms, and, when appropriate, sanction firms and individuals. To be successful, the Board will have to replace the incentive system eliminated with the creation of LLPs with its own set of rules and standards, which it will have to enforce vigorously. In addition, Sarbanes-Oxley provides new standards for auditor independence, establishing a requirement that audit firms rotate the partners assigned to clients in order to prevent capture. We conclude that this provision is less likely to achieve its goal, as long as client satisfaction remains the dominant measure of partner performance. Instead, we argue that until lead audit partners are confident that they can fire dishonest clients without fear that doing so will result in the destruction of their own careers, the problems that contributed to the Enron and other significant corporate failures will continue to exist.","PeriodicalId":371458,"journal":{"name":"Villanova University Law School Public Law & Legal Theory Research Paper Series","volume":"33 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2003-12-08","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"128127816","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}

引用次数: 40

Law in a Shrinking World: The Interaction of Science and Technology with International Law 缩小世界中的法律:科学技术与国际法的互动

Villanova University Law School Public Law & Legal Theory Research Paper Series Pub Date : 2000-06-01 DOI: 10.2139/ssrn.233654

J. Dellapenna

{"title":"Law in a Shrinking World: The Interaction of Science and Technology with International Law","authors":"J. Dellapenna","doi":"10.2139/ssrn.233654","DOIUrl":"https://doi.org/10.2139/ssrn.233654","url":null,"abstract":"Science and technology are driving a process of \"globalization\" in which the world effectively shrinks and expands simultaneously. Emerging technologies make it possible to be personally or professionally intimate with persons on the other side of the globe at the same time that we are able to interact less and less with our physical neighbors. Nation states are losing power both to regional or global institutions at the same time that they are devolving power to subordinate units. International law has had little to say about scientific and technological questions as such, although it does feature a few conventions regarding research in the high seas, in outer space, or in Antarctica, as well as conventions relating to the international protection of intellectual property. International lawyers have given even less attention to the impacts of rapidly changing science and technology on international law itself. This paper addresses those questions. Science and technology have challenged international law by changing the ends pursued through international law, by changing the means by which those ends are pursued through international law, and by changing the nature and structure of international law itself. Science and technology have changed the ends pursued through international law by presenting humanity with new problems such as the harnessing of nuclear energy, the globalizing of markets, the creation of daunting transboundary environmental problems, and the development of new forms of intellectual property. Science and technology have changed the means by which international law acts through new and more effective means of detecting and deterring violations of law and of communicating about legal and other concerns, as well as by rendering national sovereignty obsolete. Profound as these changes are, they are not so significant as the way in which science and technology are transforming the nature and structure of law generally, and of international law in particular. Law has always been bound by its forms, both expressive and institutional. International law has long exhibited considerable doctrinal sophistication coupled with institutional primitiveness, making international law in many respects more like law in preliterate societies than in modern nation states. Speaking broadly, law has gone through approximately three stages before the middle of the twentieth century: oral law; scribal law; and printed law. Each form of legal expression gave rise to particular institutional forms as well. While different societies passed through these stages at different points in time and with different specific experiences, most states had, by the middle of the twentieth century moved into the printed law stage. In the twentieth century, some important steps occurred to bring international law more in line with the legal forms of contemporary nation states at the same time that received forms of law in those nation states were being profoundly challe","PeriodicalId":371458,"journal":{"name":"Villanova University Law School Public Law & Legal Theory Research Paper Series","volume":"51 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2000-06-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"130259729","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}

引用次数: 11