The John W. Glynn, Jr. Law & Business Program

The John W. Glynn, Jr. Law & Business Program

The John W. Glynn, Jr. Law & Business Program

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Research

Americans collectively save hundreds of billions of dollars for their children’s education in Section 529 college savings plans. These plans are... MORE
How do transactional associates add value to deals? Other scholars have characterized transactional lawyers as transaction cost engineers, regulatory... MORE
For last two decades, scholars, judges, and corporations have embraced the idea that corporations should maximize benefit for shareholders. But on a... MORE
The concept of checks and balances is a core tenet of our democracy; we fear letting any single institution become overly powerful or insufficiently... MORE
In North Carolina State Board of Dental Examiners, the Court refused to exempt the board from the second element of Parker immunity (active... MORE
Yesterday’s EU General Court decisions in Starbucks and Fiat represent major victories for the Commission and its theory of state aid,... MORE
U.S. technology companies are increasingly standing as competing power centers that challenge the primacy of governments. This power brings with it... MORE
In a series of recent cases, the Supreme Court has vigorously applied the presumption against extraterritoriality to curtail the territorial reach of... MORE
In deals, parties sometimes enter into agreements that look like contracts but lack the legal bite of formal contracts. What value can these... MORE
One of the signature rulemaking initiatives of the Obama administration was the Fiduciary Rule, which redefined the relationship between retirement... MORE
The United States is on the verge of a new era in transportation, requiring a new legal regime. Over the coming decades, there will be a revolution... MORE
Member States increasingly use classifications based on company size in their tax laws. Because bigger companies are more likely to be foreign, this... MORE
One of the most disputed policy initiatives of the Obama administration was the Department of Labor’s fiduciary rule, which subjects brokers and... MORE
Section 36(b) of the Investment Company Act permits mutual fund investors to sue funds for charging excessive asset management fees. This liability... MORE
We argue that the high revenue triggers in proposed digital taxes — including the recent Franco-German proposal for a digital advertising tax — may... MORE
A healthy system of shareholder voting is crucial for any regime of corporate law. The proper allocation of governance power is subject to debate,... MORE
This article describes Wayfair and provides some cautions about what it means for the U.S. states and the rest of the world, especially Europe. It... MORE
Courts have developed a series of controversial doctrines that allow a debtor to depart from bankruptcy’s standard priority rules. In a recent... MORE
Courts have developed a series of controversial doctrines that allow a debtor to depart from bankruptcy’s standard priority rules. In a recent... MORE
Many popular and academic commentators identify deregulation as a cause of the 2007-08 financial crisis. Some argue that the Gramm-Leach-Bliley Act... MORE
Who is the author in copyright law? Knowing who our copyright system currently incentivizes to create which works is a necessary precondition for... MORE
Modern commercial contracts - those governing mergers & acquisitions and financial derivatives, for instance - have become structurally complex... MORE
The reliance on domestic sales law in interpreting the CISG’s provisions has been noted and condemned by commentators and some courts. Seldom... MORE
In this sixth and final installment in a series of reports on state aid, Mason evaluates the European Commission’s decisions in the recent state... MORE
Why do parties use non-binding agreements? This Article explores the role of nonbinding preliminary agreements in mergers and acquisitions (M&A)... MORE
The conventional wisdom in corporate law posits that private ordering has an important virtue: it allows firms to efficiently tailor governance... MORE
Pay arrangements for managers of public corporations typically include substantial amounts of compensation deferred through non-qualified... MORE
This article sets out the case for repealing the $1 million tax cap on executive pay. The cap is easily avoided and, when not avoided, widely... MORE
Last Term, a sharply divided Supreme Court decided a landmark dormant Commerce Clause case, Comptroller of the Treasury of Maryland v. Wynne. Wynne... MORE
This is Part three in a multi-part Special Report on state aid. It provides detailed analysis and critical commentary on the EU Commission's recent... MORE
In this report, the second in a series of reports on EU state aid, Mason evaluates the claims Treasury’ made in its White Paper that recovery in... MORE
In this fourth part in a series of reports on state aid, Mason focuses on the element of “advantage” in EU state aid law, and she criticizes the... MORE
This paper argues that director interlocks, a phenomenon in which directors sit on more than one corporate board, ought to be an object of expanded... MORE
This paper argues that director interlocks, a phenomenon in which directors sit on more than one corporate board, ought to be an object of expanded... MORE
Does the ontology of corporations matter for corporate rights? Much of the philosophical literature on corporate rights centers on ontological... MORE
This essay argues that management's resistance to majority voting bylaws (MV), could have caused an omitted-variable bias in testing MV effects on... MORE
Does the ontology of corporations matter for corporate rights? Much of the philosophical literature on corporate rights centers on ontological... MORE
This chapter in the Oxford Handbook of Law and Economics offers an economic theory of how the law of agency and partnership facilitates economic... MORE
The Consumer Financial Protection Bureau’s Arbitration Study: Report to Congress 2015 does not support the case for ex ante regulation of mandatory... MORE
For more than a century, the commercial law of intellectual property has generated intense controversy with ever-growing stakes. The central... MORE
The system of residential mortgage contact regulation enacted by the 2010 Dodd Frank Wall Street Reform and Consumer Protection Act of 2010 has been... MORE
For more than a century, the commercial law of intellectual property has generated intense controversy with ever-growing stakes. The central... MORE
Government actions taken during and in the wake of the Financial Crisis of 2008 have generated lawsuits that, somewhat unexpectedly, have made... MORE
Can we meaningfully speak of a church’s right to conscience or a corporation’s right to religious liberty? One way to approach this question is by... MORE
Can we meaningfully speak of a church’s right to conscience or a corporation’s right to religious liberty? One way to approach this question is by... MORE
Why are some bargains memorialized in dozens of related agreements, rather than one definitive agreement? This Article uses mergers and acquisitions... MORE
Actively managed mutual funds sell the potential to beat the market by picking stocks that are expected to outperform passive benchmarks like the S... MORE
This paper argues that director interlocks, a phenomenon in which directors sit on more than one corporate board, ought to be an object of expanded... MORE
We identify a number of serious mechanical flaws in the statutes and judicial doctrines that organize fee liability for mutual fund managers.... MORE
In recent years, federal courts have heard, without clear subject matter jurisdiction, contract disputes involving billions of dollars worth of... MORE
Despite extensive theoretical and empirical literature several puzzles remain regarding the market for corporate law: Why many firms do not choose... MORE
This essay was written for the Saint Louis Law Journal’s forthcoming issue on Teaching Business Associations. The essay describes how one might... MORE
Disclosure laws require individuals and organizations that spend money on political speech to make public their identities. The Supreme Court and... MORE
In a corporate inversion, a U.S.-incorporated taxpayer renounces its status as a U.S. corporation and becomes incorporated, for tax purposes, in a... MORE
People are often ignorant about the legal rules that govern the most common transactions in their lives. This article analyzes one common regulatory... MORE
Some bankrupt municipalities have proposed plans of reorganization that offer substantially greater recoveries to their active workers and retirees... MORE
This paper argues that director interlocks, a phenomenon in which directors sit on more than one corporate board, ought to be an object of expanded... MORE
Notwithstanding ERISA’s fiduciary requirements, a significant portion of 401(k) plans establish investment menus with options that predictably lead... MORE
Some bankrupt municipalities have proposed plans of reorganization that offer substantially greater recoveries to their active workers and retirees... MORE
Tobacco policy in the United States is being transformed from the laissez faire approach (accompanied by a stunning history of industry deception)... MORE
Shareholder derivative litigation differs from other types of representative lawsuits because a lead plaintiff does not purport to stand in for an... MORE
Building on the U.S. Supreme Court’s recent decision in Jones v. Harris Associates, this paper presents the first comprehensive empirical study of... MORE
Foreclosure procedures in some states are considerably swifter and less costly for lenders than in others. In light of the foreclosure crisis, an... MORE
Antitrust is today viewed almost exclusively in strictly economic terms. Under the nearly ubiquitous “rule of reason,” conduct is condemned or saved... MORE
The ethics rules governing lawyers include a number of rules banning contact between lawyers and nonclients. These “no-contact” rules are rarely... MORE
This paper -- part of William & Mary's recent symposium on "Law Without a Lawmaker"-- tries to provide a concise but comprehensive analysis of... MORE
This article explores the background to, and significance of, the Russian renationalization of the Yukos energy conglomerate through a tax assessment... MORE
Early corporate law scholarship argued both that anti-takeover devices are inefficient (they reduce the value of the firm) and that firms adopt... MORE
This Article argues that “noise adopters,” namely firms whose corporate governance is determined by non-substantive factors such as attorneys’... MORE
In the 1920s and 1930s, many public utilities in the United States were controlled by holding companies organized in pyramid form. This structure can... MORE
At the bottom of the financial crisis lie failed contracts. Failed contracts are the stuff of contract law. Yet most discussions to date of... MORE
The law of third party beneficiaries considers whether an outsider can sue for damages on a contract formed by others. Some might believe that... MORE
The Supreme Court's decision denying certification of a class action in Wal-Mart Stores, Inc. v. Dukes elicited a strong dissent from Justice... MORE
This Article exposes and analyzes the rise of Nevada as an almost liability-free jurisdiction. Without much public attention, Nevada has embarked... MORE
This essay will appear as an entry in the forthcoming Encyclopedia of Law and Economics (2d ed.), published by Edward Elgar. The essay surveys the... MORE
The division of power between majority and minority shareholders raises a fundamental tension for corporate law scholars. Awarding minority owners... MORE
In recent years, scholars have devoted considerable attention to transnational networks of financial regulators and their efforts to develop uniform... MORE
This report examines the case law and statutory history of the terms "partner" and "partnership," including the seminal Supreme Court cases of the... MORE
This essay will appear as a chapter in a forthcoming book entitled Fault in American Contract Law, to be published by Cambridge University Press... MORE
Despite the widespread media focus on business outsourcing transactions, we only have a limited understanding of how firms actually select a... MORE
Significant intellectual and financial resources have been committed to decentralization projects in the developing world based on the idea that... MORE
Unlike shareholders of ordinary companies, mutual fund shareholders do not sell their shares - they redeem them from the issuing funds for cash. We... MORE
Conventional wisdom, supported by theory and evidence, has it that the franchise tax plays an important role in shaping Delaware corporate law.The... MORE
This Article is the first to examine systematically state antitakeover law outside Delaware. It conducts a research of all available cases to find... MORE
The United States generally imposes two levels of federal income tax on corporate profits. The first level taxes income to the corporation; the... MORE
Corporate law largely addresses three basic relationships: shareholder versus manager; shareholder versus non-equity investor (such as creditor); and... MORE
Given the existence of contract, property, fraud, and company law, what is the purpose of securities laws? Broadly speaking, they can serve either of... MORE
This article explores the growth of business outsourcing, how it works, and why two firms might logically enter into an outsourcing arrangement not... MORE
This Article illuminates the interdependence between the structure of Delaware's franchise tax and Delaware's corporate law. It makes three major... MORE
This paper develops a typology of different country governance contexts, in which we propose four broad categories of countries in Sub-Saharan Africa... MORE
The information revolution has made America more dependent on its electronic communications infrastructure than ever before. In additional to the... MORE
The information revolution has made America more dependent on its electronic communications infrastructure than ever before. In additional to the... MORE
This article addresses the timely yet persistent question of how best to regulate access to telecommunications networks. Concerns that private firms... MORE
Double taxation of corporate profits distorts the choice of business form, the debt and equity capitalization of companies, and the character and... MORE
Since 1999, the US Department of Justice has had a policy that the government may consider a corporation’s willingness to waive its attorney-client... MORE
How important are active independent shareholders in a framework for sound corporate governance? Hedge funds, institutional investors, the "Warren... MORE
Why has business outsourcing increased so rapidly over the past decade? The question is important for corporate law scholars because it raises... MORE
This Article conducts an empirical experiment to shed light on a simply stated, but vexing, question in contract law: What is the optimal precision... MORE
Using a hand collected new data set, this paper examines in detail a classic account of stock market manipulation - the stock pools of the 1920s,... MORE
This paper assesses the impact of judicial independence on equity markets. North and Weingast (1989) argue that judicial independence and other... MORE
Within intellectual property, Darcy v. Allen and the Statute of Monopolies are frequently, almost reflexively, invoked as establishing a baseline... MORE
This article critically examines the use of single-observation case studies to develop causal explanations for significant legal events, detailing... MORE
In Free Culture: How Big Media Uses Technology and the Law to Lock Down Culture and Control Creativity, Lawrence Lessig warns that the health of the... MORE
Between 1911 and 1931, 47 of the 48 states adopted state securities, or "blue sky," laws. This paper employs an event history analysis to analyze... MORE
The majority shareholder in a closely held corporation may use its control of the corporate machinery to appropriate wealth from the minority, and it... MORE
When a government contracts with a private firm to supply a service previously supplied by the government, questions arise as to whether the private... MORE
Although some have praised United States v. O'Hagan for bringing coherence and stability to the federal insider trader regime, the case actually... MORE
This paper challenges the conventional wisdom that unification and harmonization of international commercial law is desirable and should be pursued.... MORE
The appraisal remedy affords a shareholder the option redeem her shares for cash in the event of certain corporate actions, such as mergers. While... MORE
Berkshire Hathaway's reporting practices are different than those of other American public companies. Bershire Hathaway provides separate and... MORE
A common debate among securities lawyers, regulators and professionals is whether and to what extent the internationalization of securities markets... MORE
This paper argues that the implications of information technology for the regulation of securities are more limited than has often been claimed. It... MORE
Corporations have something to say about some of the most important social and economic issues of our time--and one way they say it is through shadow... MORE
Over the course of the twentieth century, the effect of state boundaries as hard-and-fast limits on judicial and legislative jurisdiction steadily... MORE