Archive for the ‘Law Rev (Iowa)’ Category

Some Sense on Top Pay

posted by Lawrence Cunningham

Executive pay continues to spark heated debate: some want it curtailed across the board, the impetus of recent federal law, while others want no legal oversight whatsoever, the effect of Delaware corporate law. Contract law may provide an optimal solution, narrower than the overly broad federal regime yet targeting egregious cases ignored by Delaware.

Thanks to readers of this blog for comments, forthcoming in the Iowa Law Review is my paper, now available on SSRN, “A New Legal Theory to Test Executive Pay: Contractual Unconscionability.” The paper is available for free downloading here. The abstract follows below.

Lucrative pay to corporate managers remains controversial yet continues to evade judicial scrutiny for legitimacy. Although many arrangements likely would pass the most rigorous scrutiny, it seems equally clear that some would not. Some agreements are not the product of arm’s-length bargaining, can rivet managers on short-term stock prices at the destruction of long-term business value, and can misalign manager–shareholder interests.

Yet even such objectionable arrangements are immune from serious legal oversight. In theory, they are open to judicial review under corporate law, but shareholders challenging pay contracts face formidable procedural hurdles in derivative litigation and substantive obstacles from corporation law’s business judgment rule and the anemic doctrine of waste. A new legal theory would be useful to check board excesses in the population of clearly objectionable cases.

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February 15, 2011 at 12:51 pm Posted in: Contract Law & Beyond, Corporate Law, Current Events, Law Rev (Iowa), Securities Regulation Print This Post 3 Comments

Iowa Law Review, Volume 96, Issue 2 (January 2011)

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Articles

The Coercion of Trafficked Workers
Kathleen Kim

IP Misuse as Foreclosure
Christina Bohannan

Consent to Retaliation: A Civil Recourse Theory of Contractual Liability
Nathan B. Oman

Automation and the Fourth Amendment
Matthew Tokson

Essay

No Middle Ground? Reflections on the Citizens United Decision
Randall P. Bezanson

Notes

(Potentially) Resolving the Ever-Present Debate over Whether Noncitizens in Removal Proceedings Have a Due-Process Right to Effective Assistance of Counsel
Walter S. Gindin

Princo, Patent Pools, and the Risk of Foreclosure: A Framework for Assessing Misuse
Phillip W. Goter

Holden Caulfield Grows Up: Salinger v. Colting, the Promotion-of-Progress Requirement, and Market Failure in a Derivative-Works Regime
John M. Newman

Is Senator Grassley Our Savior?: The Crusade Against “Charitable” Hospitals Attacking Patients for Unpaid Bills
Amanda W. Thai

January 20, 2011 at 12:39 pm Posted in: Law Rev (Iowa), Law Rev Contents, Law Rev Forum, Law School, Law School (Law Reviews), Law School (Scholarship), Law Talk, Uncategorized Print This Post No Comments

Iowa Law Review, Volume 96, Issue 1 (November 2010)

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Iowa Law Review

Articles

Real Copyright Reform
Jessica Litman

Policy Reversal on Reverse Payments: Why Courts Should Not Follow the New DOJ Position on Reverse-Payment Settlements of Pharmaceutical Patent Litigation
Henry N. Butler & Jeffrey Paul Jarosch

The Uneasy Case for the Inside Director
Lisa M. Fairfax

Judging Myopia in Hindsight: Bivens Actions, National Security Decisions, and the Rule of Law
Peter Margulies

Tort Liability and the Original Meaning of the Freedom of Speech, Press, and Petition
Eugene Volokh

Essay

Automobile Bankruptcies, Retiree Benefits, and the Futility of Springing Priorities in Chapter 11 Reorganizations
Daniel Keating

Notes

Out-of-State Civil Unions in Iowa After Varnum v. Brien: Why the State of Iowa Should Recognize Civil Unions as Marriages
Drew A. Cumings-Peterson

Al-Kidd v. Ashcroft: Clearly Established Confusion
James E. Mosimann

Sexting: How the State Can Prevent a Moment of Indiscretion from Leading to a Lifetime of Unintended Consequences for Minors and Young Adults
Elizabeth M. Ryan

The FLSA Antiretaliation Provision: Defining the Outer Contours of What Constitutes an Employee Complaint
Erin M. Snider

November 12, 2010 at 5:47 pm Posted in: Law Rev (Iowa), Law Rev Contents, Law Rev Forum, Law School, Uncategorized Print This Post No Comments

Iowa Law Review, Volume 95, Issue 5 (July 2010)

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Iowa Law Review

Articles

Burying the “Continuing Body” Theory of the Senate
Aaron-Andrew P. Bruhl

Protecting Patients with Passports: Medical Tourism and the Patient-Protective Argument
I. Glenn Cohen

Do Partisan Elections of Judges Produce Unequal Justice When Courts Review Employment Arbitrations?
Michael H. LeRoy

Evidence Law as a System of Incentives
John Leubsdorf

Notes

A New Wave of Paternalistic Tobacco Regulation
Robert J. Baehr

Fair Use Through the Lenz of § 512(c) of the DMCA: A Preemptive Defense to a Premature Remedy?
Joseph M. Miller

Judicial Federalism, Equal Protection, and the Legacy of Racing Association of Central Iowa
Brett F. Roberts

September 1, 2010 at 2:34 pm Posted in: Law Rev (Iowa), Law Rev Contents, Law Rev Forum, Law School Print This Post No Comments

Iowa Law Review, Volume 95, Issue 4 (May 2010)

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Articles

Insuring Understanding: The Tested Language Defense
Michelle Boardman

Choice of Law Theory and the Metaphysics of the Stand-Alone Trigger
Lea Brilmayer & Raechel Anglin

Managing Identity: Buying Into the Brand at Work
Marion Crain

Why Should the First Amendment Protect Government Speech When the Government Has Nothing To Say?
Steven G. Gey

Notes

Cybernetic-Enhancement Technology and the Future of Disability Law
Collin R. Bockman

Equal Education Opportunity and the Pursuit of “Just Schools”: The Des Moines Independent Community School District Rethinks Diversity and the Meaning of “Minority Student”
Jacob E. Meusch

Language Legislation in Iowa: Lessons Learned from the Enactment and Application of the Iowa English Language Reaffirmation Act
Evan L. Seite

June 19, 2010 at 2:52 pm Posted in: Law Rev (Iowa), Law Rev Contents, Law Rev Forum, Law School Print This Post No Comments

Iowa Law Review, Volume 95, Issue 3 (March 2010)

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Articles

Peacemaking in the Culture War Between Gay Rights and Religious Liberty
Jennifer Gerarda Brown

Inventing Tests, Destabilizing Systems
Kevin M. Clermont & Stephen C. Yeazell

The Law of Vertical Integration and the Business Firm: 1880–1960
Herbert Hovenkamp

“We, the Paparazzi”: Developing a Privacy Paradigm for Digital Video
Jacqueline D. Lipton

Notes

A Duty to Kiss and Tell? Examining the Uncomfortable Relationship Between Negligence and the Transmission of HPV
Timothy J. Hasken

Issuing Violations Without Tangible Evidence: Computer Modeling for Clean Water Act Enforcement
Sara R. Reichenauer

Drawing the Line: Niswander’s Balance Between Employer Confidentiality Interests and Employee Title VII Anti-Retaliation Rights
Nicholas M. Strohmayer

April 19, 2010 at 11:32 am Posted in: Law Rev (Iowa), Law Rev Contents, Law Rev Forum, Law School Print This Post One Comment

Iowa Law Review, Volume 95, Issue 2 (February 2010)

posted by Iowa Law Review

Articles

W(h)ither Economic Substance?
Leandra Lederman

Executive Detention, Boumediene, and the New Common Law of Habeas
Baher Azmy

Where United Haulers Might Take Us: The Future of the State-Self-Promotion Exception to the Dormant Commerce Clause Rule
Dan T. Coenen

Property, Privacy, and the Pursuit of Interconnected Electronic Medical Records
Mark A. Hall

Notes

Cultural Pragmatism: A New Approach to the International Movement of Antiquities
Matthew R. Hoffman

The Judge’s Order and the Rising Phoenix: The Role Public Interests Should Play in Limiting Author Copyrights in Derivative-Work Markets
Christine M. Huggins

Unreasonable Delay at the VA: Why Federal District Courts Should Intervene and Remedy Five-Year Delays in Veterans’ Mental-Health Benefits Appeals
Jacob B. Natwick

April 6, 2010 at 3:54 pm Posted in: Law Rev (Iowa), Law Rev Contents, Law Rev Forum, Law School Print This Post Comments Closed

Iowa Law Review, Volume 95, Issue 1 (November 2009)

posted by Iowa Law Review

Articles

Juvenile Justice: The Fourth Option
Christopher Slobogin & Mark R. Fondacaro

Testing Modern Trademark Law’s Theory of Harm
Mark P. McKenna

Ignorance Is Effectively Bliss: Collateral Consequences, Silence, and Misinformation in the Guilty-Plea Process
Jenny Roberts

Formalism and Pragmatism in Ruins (Mapping the Logics of Collapse)
Pierre Schlag

Notes

Making Taxes More Certain: Iowa State Legislators’ Guide to Combined Reporting
Lindsay C. McAfee

Rescuecom Corp. v. Google Inc.: A Conscious Analytical Shift
Jessica A.E. McKinney

An Iowa Immigration Raid Leads to Unprecedented Criminal Consequences: Why ICE Should Rethink the Postville Model
Cassie L. Peterson

Clearing the Air: Analyzing the Constitutionality of the Iowa Smokefree Air Act’s Gaming-Floor Exemption
Kevin D. Sherlock

January 10, 2010 at 5:28 pm Posted in: Law Rev (Iowa), Law Rev Contents, Law Rev Forum, Law School (Law Reviews) Print This Post Comments Closed

Iowa Law Review, Volume 94, Issue 5 (July 2009)

posted by Iowa Law Review

CRITICAL RACE THEORY SPEAKER SERIES
CRT 20: HONORING OUR PAST, CHARTING OUR FUTURE

Introduction

Celebrating Critical Race Theory at 20
Angela Onwuachi-Willig

Articles

Liberal McCarthyism and the Origins of Critical Race Theory
Richard Delgado

The Re-Emergence of Race as a Biological Category: The Societal Implications—Reaffirmation of Race
Alex M. Johnson, Jr.

Post-Racialism
Sumi Cho

Jim Crow Ethics and the Defense of the Jena Six
Anthony V. Alfieri

Notes

The Branding of America: The Rise of Geographic Trademarks and the Need for a Strong Fair Use Defense
Joseph C. Daniels

There’s “No Such Thing as Too Much Speech”: How Advertising Deregulation and the Marketplace of Ideas Can Protect Democracy in America
Kristen M. Formanek

The Antifraud Savings Clause of the National Securities Markets Improvement Act of 1996
Evan J. Leitch

Real Estate Causes Real Problems for Investors: Regulating Executive Liquidation of Stock Options as a Source of Real-Estate Financing
Lindsey A. Reighard

September 10, 2009 at 9:35 am Posted in: Law Rev (Iowa), Law Rev Contents, Law Rev Forum, Law School (Law Reviews) Print This Post No Comments

Iowa Law Review, Volume 94, Issue 4 (May 2009)

posted by Iowa Law Review

Articles

Saving Facebook
James Grimmelmann

Attempt by Omission
Michael T. Cahill

Strange Bedfellows: Criminal Law, Family Law, and the Legal Construction of Intimate Life
Melissa Murray

Insider Trading and the Gradual Demise of Fiduciary Principles
Donna M. Nagy

Notes

Corporate Liability for Violations of Labor Rights Under the Alien Tort Claims Act
Wesley V. Carrington

The Right and Wrong Ways to Sell A Public Forum
John C. Crees

Searching for a Solution: A Proposed Change to the Code of Iowa Chapter 808A
Morgan N. Engling

Nonprofits: Are You at Risk of Losing Your Tax-Exempt Status?
Gina M. Lavarda

August 21, 2009 at 12:46 pm Posted in: Law Rev (Iowa), Law Rev Contents, Law Rev Forum, Law School (Law Reviews), Uncategorized Print This Post No Comments

Iowa Law Review, Volume 94, Issue 3 (March 2009)

posted by Iowa Law Review

Articles

Cause for Concern: Causation and Federal Securities Fraud
Jill E. Fisch

Twombly, Pleading Rules, and the Regulation of Court Access
Robert G. Bone

Values and Value Creation in Public–Private Transactions
Nestor M. Davidson

Green Is Good: Sustainability, Profitability, and a New Paradigm for Corporate Governance
Judd F. Sneirson

Notes

A Newsworthiness Privilege for Republished Defamation of Public Figures
Matthew J. Donnelly

The NLRB’s Oil Capitol and Toering Decisions and Their Effects on Unionization and American Labor Law
Michael J. Hilkin

Stuck in a Bind: Can the Arbitration Fairness Act Solve the Problems of Mandatory Binding Arbitration in the Consumer Context?
Joshua T. Mandelbaum

Extending Refugee Definitions to Cover Environmentally Displaced Persons Displaces Necessary Protection
Kara K. Moberg

May 15, 2009 at 3:34 pm Posted in: Law Rev (Iowa), Law Rev Contents, Law Rev Forum, Law School (Law Reviews) Print This Post No Comments

Iowa Law Review, Volume 94, Issue 2 (February 2009)

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Articles

Unofficial Family Law

Ann Laquer Estin

Court-System Transparency

Lynn M. LoPucki

Patent Disclosure

Jeanne C. Fromer

In the Zone: Sex Offenders and the Ten-Percent Solutions

Asmara Tekle-Johnson

Notes

A Post-Granholm Analysis of Iowa’s Regulatory Framework for Wine Distribution

Jessica R. Reese

The Psychological-Parent and De Facto-Parent Doctrines: How Should the Uniform Parentage Act Define “Parent”?

Lindsy J. Rohlf

What’s It to You?: The Difficulty of Valuing the Benefits of Climate-Change Mitigation and the Need for a Public-Goods Test Under Dormant Commerce Clause Analysis

Mary Bede Russell

Backing Bundled Discounts After Brooke Group: Analyzing the Debate over the Legality of Above-Cost Bundled Discounts

Jamie L. Weber

March 25, 2009 at 4:46 pm Posted in: Law Rev (Iowa), Law Rev Contents Print This Post No Comments

Iowa Law Review, Volume 94, Issue 1 (Nov. 2008)

posted by Iowa Law Review

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Articles

Beyond the Call of Duty: Compelling Health Care Professionals to Work During an Influenza Pandemic

Carl H. Coleman

Rethinking Trademark Fair Use

William McGeveran

The Black Box

Marc L. Miller & Ronald F. Wright

Against Financial-Literacy Education

Lauren E. Willis

Notes

Comrades in Arms: Using the Uniform Code of Military Justice and the Military Extraterritorial Jurisdiction Act to Prosecute Civilian-Contractor Misconduct

Ian W. Baldwin

Continuing Persecution: An Argument for Doctrinal Codification in Light of In re A-T- and Brand X

Amy B. Kretkowski

Overruling a Nearly Century-Old Precedent: Why Leegin Got It Right

Julie M. Olszewski

Gambling, Greyhounds, and Gay Marriage: How the Iowa Supreme Court Can Use the Rational-Basis Test to Address Varnum v. Brien

Steven P. Wieland

January 14, 2009 at 1:44 pm Posted in: Law Rev (Iowa) Print This Post No Comments