Suchergebnisse

From a former top-level insider - whom the Los Angeles Times has called 'the most influential career lawyer in CIA history' - comes an unprecedented memoir filled with revelatory stories about the US government's intelligence program. In 1975, fresh out of law school and working in a mind-numbing job at the US Treasury, John Rizzo took 'a total shot in the dark' and sent his résumé to the Central Intelligence Agency. He had no notion that, more than 30 years later, he would become a notorious public figure - both a symbol and a victim of the toxic winds swirling in post-9/11 Wa

"Company towns have shaped Canadian culture, but many of such communities have undergone radical transitions to an uncertain post-industrial future. How are these communities dealing with their historic landscapes--especially the residential neighbourhoods threatened by neglect or gentrification, places that some would prefer to forget, others to romanticize, and still others to understand and to re-use. There is much more work to do than put up plaques or pass designation by-laws. There are complex social and financial realities to consider. This book explores what happens, or sometimes what does not happen, when residents and policy-makers try to conserve the fabric or vestiges of communities whose economies have collapsed or places that have been forced to make a major transition to stay alive. But the ability to make a transition has a great deal to do with the DNA of a place. What were its founding moments? What were the early institutions and organizations that forged a spirit of place? How have these shaped the character of the community and made it more or less entrepreneurial when faced with the sometimes urgent need to re-orient the local economy and find new vocations for places. These sorts of economic and social considerations are seeping into the consciousness of those who work on and champion heritage conservation in Canada, and they are the subject of this collection of essays from academics and practitioners widely engaged in a variety of projects hoping to redefine the company town."--

This paper is a contribution to a symposium on the European Model Company Act ("EMCA ") in which I argue that a model company court powerfully complements the EMCA. A particular characteristic of company law complicates the intermediating role of a model act in a federal system. Because complex corporate transactions inevitably are associated with significant uncertainty, especially when they present conflicts of interest, transaction designers and legislative drafters tend to frame applicable contractual and legal rules as standards, such as fairness and equal treatment, rather than as rules. In turn, the effectiveness of a standard in the face of complexity and uncertainty depends on the experience and expertise of the reviewing court. The outcome is that a model company court complements a model company code. The analysis proceeds as follows. Part I considers alternative approaches to addressing related party transactions between a controlling shareholder and a corporation with minority shareholders. Self-dealing may be addressed ex ante through structural prohibitions on the characteristics associated with private benefits. Alternatively, it can be addressed ex post by substantive review of the terms of related transactions. Part II then shifts attention to the role of courts: The effectiveness of a statutory strategy will depend on the quality and experience of the associated courts. Part III then reprises the argument that harmonization of the quality of judicial enforcement of corporate statutes may be more important than harmonization of the substantive law. In this respect, an E U level company court whose jurisdiction a corporation may opt into powerfully complements a model company act. Recognizing that an optional E. U. level company law court may not be established despite the supporting logic, Part III then endorses Michael Klausner's soft law approach (in this volume) to providing some of the benefits of a sophisticated company law court available to all member state companies through on ongoing role for the EMCA drafters.