In 2010, when my co-authors and I published a piece in this journal (W. R. Koprowski, Steven J. Arsenault, and Michael Cipriano, Financial Statement Reporting of Pending Litigation: Attorneys, Auditors, and Difference of Opinions, 15 Fordham J. Corp. & Fin. L. 439 (2009)), I was hopeful that changes could be forthcoming regarding pending litigation in the financial statements of US public companies. At that time, both the Securities and Exchange Commission (“SEC”) Office of the Chief Accountant and Financial Accounting Standards Board (“FASB”) were considering ways to give financial statement users more useful and accurate information regarding pending litigation without…
Author: Michael Cipriano**
Living in a globalized and interconnected economy, the offshore tax evasion is a real challenge for jurisdictions all over the world. Tax administrations cooperate to fight against it and to protect the integrity of tax systems. While the U.S. implemented the Foreign Account Tax Compliance Act (“FATCA”), the OECD (The Organization for Economic Cooperation and Development) promoted the AEOI (the “Automatic Exchange Of Information”) in July 2014. There are already two important exchange of information systems in place, followed by the Directive on Administrative Cooperation in the European Union. What is FATCA? “The Foreign Account Tax Compliance Act is an important…
On Monday evening, March 7th, Fordham held its annual Fred Dunbar Memorial Lecture in Law and Economics [1], where Christine Jolls [2], Gordon Bradford Tweedy Professor of Law and Organization at Yale Law School, spoke about the intersection of Behavioral Law and Economics. She advocates the position that a more accurate conception of choice, which is a reflection of a better understanding of human behavior, should inform the economic analysis of law. Jolls described how in the economic analysis of legal rules, there is an absence of sustained and comprehensive analysis from a perspective informed by insights about actual human behavior. In…
An ongoing investigation by the New York Attorney General into whether one of the world’s largest oil producers misled markets about the risks posed by climate change may prove to be a groundbreaking moment. As other state and federal authorities are expected to pursue similar actions, the fossil fuel industry is facing a bolder regulatory environment questioning the integrity of the industry’s marketing and research practices. THE INVESTIGATION INTO EXXON The investigation began with a subpoena issued by Eric Schneiderman, New York Attorney General, to Exxon in early November 2015, requesting a massive discovery of Exxon’s corporate records going as…
Symposium WELCOME AND INTRODUCTORY REMARKS Sean J. Griffith Fordham University School of Law PANEL I: REVOLUTION: CHALLENGING CORPORATE NORMS? MODERATOR Steve Thel Fordham University School of Law PANELISTS Miriam Baer Brooklyn Law School Sean J. Griffith Fordham University School of Law Geoffrey P. Miller New York University School of Law PANEL II: EVOLUTION: IMPACTING FINANCIAL SERVICES MODERATOR Gerald Manwah Barclays PANELISTS Stuart Breslow Morgan Stanley Alan Cohen Goldman Sachs Group, Inc. Martin Grant Federal Reserve Bank of New York Henry Klehm III Jones Day Allen Meyer Barclays KEYNOTE ADDRESS Thomas C. Baxter, Jr. Federal Reserve Bank of New York To…
Abstract: The duty of prudence enunciated by the Supreme Judicial Court of Massachusetts in 1830 in Amory v. Harvard College has come to stand as a talisman for the duties of investment managers. However, the variety of arrangements that are now used to manage other people’s money could not have been foreseen in 1830. Investment management is now subject to a collection of largely self-contained statutory and common-law systems. Although related in principle, they differ extensively in the investment management activities they affect and in the specific obligations they impose. Now seldom does a single statutory or common- law system…
Abstract: This Article explores the legal manifestation of the interaction between the general public and the public corporation. Revisiting team production analysis, this Article redefines the corporate team and argues that while several constituencies indeed form part of the corporate team, others are exogenous to the corporate enterprise. Employees, suppliers and financiers contribute together to the common corporate enterprise, enjoying a long-term relational contract with the corporation, while retail consumers contract with the corporation at arm’s length, and other people living alongside the corporation do not contract with it at all. Under this organizational model, the general public may participate in the…
Abtract: Under the shareholder primacy model, shareholders exercise voting power because their votes are wealth maximizing and efficient. The practice of decoupling, or the strategic separation of the right to vote on a share from the economic ownership of that share, undermines this efficiency. The decoupled investor’s interests are not aligned with maximizing the value of the corporation and decoupled investors have, to the detriment of all other shareholders, used their voting power to dictate inefficient corporate decisions. This Note advocates for proxy card disclosure of decoupled shares and subsequent voiding of the decoupled votes. In this way, only those…
By renouncing its American corporate citizenship, Pfizer Inc. has entered into a $155 billion merger agreement with Allergan PLC, thus creating the world’s biggest drug maker.[1] After making headlines globally on November 23rd 2015, one might assume that the deal was surely one of a kind. By creating the largest drug company in the world and combining their scientific resources, this merger deal will have an enormous positive impact on society. However, the underlying motive of the Pfizer-Allergan merger deal was a corporate inversion and not the advancement of the drug industry. Corporate inversion for evading taxes has become a…
On behalf of the Fordham Journal of Corporate & Financial Law, I welcome you to the Journal’s new online companion. Our redesigned website better allows us to fulfill our basic mission: to serve the legal community by presenting timely scholarly articles on important developments in business law. We have created what we believe to be a more effective and efficient means of providing access to this content. The Journal, which is currently the most-cited specialty journal in banking and finance, began twenty years ago as the Fordham Finance, Securities & Tax Law Forum. Shortly thereafter, we were designated one of…