A New Approach to Corporate Choice of Law

The state of incorporation doctrine, which now applies both in the United States and in the European Community, allows corporations to choose the state law governing their internal affairs by incorporating in the appropriate state. Most scholars believe that this freedom to choose benefits both shareholders and society as a whole. Against this background, an obvious question is whether the state of incorporation doctrine is really the most efficient way of granting corporations the right to choose. In this Article, the Author argues that while there are sound reasons for retaining the state of incorporation doctrine as one mechanism for allowing corporations to choose the applicable corporate law, it should not be the only such mechanism because the state of incorporation doctrine does not allow corporations to choose the applicable corporate law in isolation, but forces them to accept certain side effects, such as exposure to litigation in the state of incorporation. These side effects appear to be largely responsible for the general unwillingness of European firms to incorporate in the United States. Therefore, federal law in both Europe and the United States should ensure that corporations can choose the applicable corporate law in their articles of incorporation

Paradise Lost: Can the European Union Expel Countries from the Eurozone?

There was a time, not too long ago, when the introduction of the euro was hailed as a tremendous success. Yet the Eurozone now faces an existential crisis. A number of member states have, since 2008, been prevented from defaulting on their sovereign debt only by massive bailouts. Greece has teetered on the verge of insolvency for years despite repeated such measures. Many observers now believe that Greece should stay in the European Union but leave the Eurozone, a scenario often referred to as the Grexit. This would allow Greece to devalue its currency and thereby render its economy more competitive. But just as crucially, from the perspective of Greece\u27s sharpest critics, a Grexit would rid the Eurozone of a member state that may no longer be willing to abide by the Eurozone\u27s austerity-oriented economic policies, which aim at limiting budget deficits and government debt even in times of economic distress. The current Greek government is adamantly opposed to leaving the Eurozone, but this has not put an end to the debate. Rather, a growing chorus of politicians and pundits now argue that Greece should be expelled from the Eurozone. Of course, this demand raises a fundamental legal question: Is it possible--and should it be--to \u27terminate a country\u27s membership in the Eurozone without that country\u27s consent? This Article argues that in narrowly defined circumstances, a right to expel countries from the Eurozone not only is desirable as a matter of legal policy but also deserves recognition as a matter of black letter law. However, this Article also shows that such an expulsion has to remain an ultima ratio. As of now, Greece does not even come close to satisfying its conditions

Place Aux Dames: The Ideological Divide between U.S. and European Gender Discrimination Laws

The United States and the European Union are both firmly committed to eliminating gender discrimination. However, as I show in this Article, they have adopted fundamentally different strategies in pursuing this objective: Whereas the United States offers plaintiffs much more generous procedural rules and far more powerful remedies, the European Union relies on more comprehensive substantive prohibitions against discrimination. What lies behind these different approaches? Contrary to existing scholarship, which emphasizes path dependence arguments, I argue that differences between gender discrimination laws in the United States and Europe can best be understood as the result of a fundamental ideological divide. U.S. law is designed to grant protection against discrimination across social boundaries. By contrast, much of Europe espouses a social-democratic conception of gender discrimination law that views the protection of working-class employees as its primary concern. Several European countries have recently adopted or are considering the adoption of mandatory gender quotas for corporate boards. However, as I demonstrate in this article, such quotas merely address the symptoms of a much more foundational issue. European gender discrimination law is designed to protect working-class women, not women with managerial aspirations. Quotas cannot redress this imbalance; they can merely hide its symptoms. Accordingly, European reformers who aspire to a more class-neutral gender discrimination law will have to consider much more profound structural changes

Globalizing Commercial Litigation

The world’s nations vary widely in the quality of their judicial systems. In some jurisdictions, the courts resolve commercial disputes quickly, fairly, and economically. In others, they are slow, inefficient, incompetent, biased, or corrupt. These differences are important not just for litigants, but for nations as a whole: effective courts are important for economic development. A natural implication is that countries with underperforming judiciaries should reform their courts. Yet reform is both difficult and slow. Another way to deal with a dysfunctional court system is for litigants from afflicted nations to have their commercial disputes adjudicated in the courts of other nations that have better-functioning judicial systems. We explore here the promise of such extraterritorial litigation and conclude that it is strong, particularly in light of a communications revolution that is making litigation at a distance increasingly feasible. While available data suggests that the volume of extraterritorial litigation is presently small, a set of basic legal reforms could eventually change that situation dramatically. To create incentives for adopting those reforms, it is essential to provide jurisdictions with a strong incentive to attract foreign litigants. The best way to achieve this is to allow jurisdictions to impose higher court fees in cases between foreign litigants that do not have substantial ties to the forum state. This may require an important adjustment in the legal culture. But only by abandoning formal equality in court fees is it likely that real global equality in access to judicial services can be accomplished

Codetermination: A Poor Fit for U.S. Corporations

The idea that a corporation’s employees should elect some of the corporation’s board members, a system known as codetermination, has moved to the forefront of U.S. corporate law policy. Elizabeth Warren’s Accountable Capitalism Act calls for employees of large firms to elect forty percent of all board members. Bernie Sanders’s Corporate Accountability and Democracy Plan goes even further and states that workers should elect forty-five percent of board members. Both Warren’s and Sanders’s plans are broadly similar to the German law on codetermination, which for many decades has allowed employees of large German corporations to elect up to half of all board members. It is therefore unsurprising that Senator Sanders points to Germany’s successful economic development as evidence that economic progress and mandatory codetermination can go hand in hand. However, this Article argues that codetermination promises to be a poor fit for U.S. corporations. While Germany arguably reaps significant benefits from codetermination, legal, social, and institutional differences between Germany and the United States make it highly unlikely that the United States would be able to replicate those benefits. Furthermore, the costs of codetermination probably would be much higher in the United States than they are in Germany

Wie und wo arbeiten Bielefelder Soziologen?

In dem Beitrag wird der berufliche Verbleib der Bielefelder Soziologen untersucht. Ausgewertet werden Telefoninterviews der Absolventen, die zwischen 1970 und 1991 ihr Soziologiestudium abgeschlossen haben. Gefragt wird nach dem Beschäftigungsverhältnis. Neben dem Öffentlichen Dienst und der Forschung wird der Bildungsbereich als das absorptionsfähigste Feld für Soziologen ermittelt. Es wird beschrieben, in welchen anderen Organisationen als gesellschaftliche Funktionssysteme Soziologen arbeiten. Die Erhebung zeigt, daß neben die klassischen Berufe für Soziologinnen und Soziologen eine ganze Reihe von neuen getreten sind: im Bereich von Geschäftsführung, Beratung, Marketing, Marktforschung und EDV. Auch nimmt die Wirtschaft als Arbeitgeber einen immer größeren Stellenwert ein. (ICA

Dental and Maxillofacial Cone Beam CT-High Number of Incidental Findings and Their Impact on Follow-Up and Therapy Management.

Cone beam computed tomography (CBCT) is increasingly used for dental and maxillofacial imaging. The occurrence of incidental findings has been reported, but clinical implications of these findings remain unclear. The study's aim was to identify the frequency and clinical impact of incidental findings in CBCT. A total of 374 consecutive CBCT examinations of a 3 year period were retrospectively evaluated for the presence, kind, and clinical relevance of incidental findings. In a subgroup of 54 patients, therapeutic consequences of CBCT incidental findings were queried from the referring physicians. A total of 974 incidental findings were detected, involving 78.6% of all CBCT, hence 2.6 incidental findings per CBCT. Of these, 38.6% were classified to require treatment, with an additional 25.2% requiring follow-up. Incidental findings included dental pathologies in 55.3%, pathologies of the paranasal sinuses and airways in 29.2%, osseous pathologies in 14.9% of all CBCT, and findings in the soft tissue or TMJ in few cases. Clinically relevant dental incidental findings were detected significantly more frequently in CBCT for implant planning compared to other indications (60.7% vs. 43.2%, p < 0.01), and in CBCT with an FOV ≥ 100 mm compared to an FOV < 100 mm (54.7% vs. 40.0%, p < 0.01). Similar results were obtained for paranasal incidental findings. In a subgroup analysis, 29 of 54 patients showed incidental findings which were previously unknown, and the findings changed therapeutical management in 19 patients (35%). The results of our study highlighted the importance of a meticulous analysis of the entire FOV of CBCT for incidental findings, which showed clinical relevance in more than one in three patients. Due to a high number of clinically relevant incidental findings especially in CBCT for implant planning, an FOV of 100 × 100 mm covering both the mandible and the maxilla was concluded to be recommendable for this indication