University of Southern California

Volume 82, Number 4 (May, 2009)

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    Directors Elections and the Role of Proxy Advisors
    Article by Stephen J. Choi, Jill E. Fisch, & Marcel Kahan

    Using a dataset of proxy recommendations and voting results for uncontested director elections from 2005 and 2006 at Standard & Poor’s 1500 companies, we examine how advisors make their recommendations. Of the four firms we study—Institutional Shareholder Services (“ISS”), PROXY Governance, Inc. (“PG”), Glass, Lewis & Company (“GL”), and Egan-Jones Proxy (“EJ”)—ISS has the largest market share and is widely regarded as the most influential. We find that the four proxy advisory firms differ subst...

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    Taxation and the Competitiveness of Sovereign Wealth Funds: Do Taxes Encourage Sovereign Wealth Funds to Invest in the United States?
    Article by Michael S. Knoll

    Sovereign wealth funds (“SWFs”) control large amounts of capital and have made, and are continuing to make, high-profile investments in the United States, especially in the financial services sector. Those investments in particular, and SWFs in general, are highly controversial. There is much discussion of the costs and benefits to the United States of investments by SWFs, and there is an intense and ongoing debate over what should be the United States’ policy toward SWFs. In the course of that...

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    NEPA and CEQA: Effective Legal Frameworks For Compelling Consideration of Adaptation to Climate Change
    Note by Katherine M. Baldwin

    As the subject of global climate change occupies an increasingly prominent position in the current social and political discourse, competing voices clamor to predict the future effects of climate change and to propose solutions. While some environmentalists press the public to imagine catastrophic scenarios in which large cities will be inundated with rising seas or landscapes will be parched by persistent drought, some skeptics urge business as usual, insisting that no evidence unequivocally su...

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    The Fraud Exception to the Parol Evidence Rule: Necessary Protection for Fraud Victims or Loophole for Clever Parties?
    Note by Alicia W. Macklin

    Consider the following hypothetical: Two businesses—X, a software company, and Y, a retailer—reach a typical agreement regarding a software license. After extended negotiations, a written, integrated agreement finalizes the deal; it states that X will license software to Y and provide related hosting and technical support services. It does not include, nor did the two parties ever discuss, implementation of the software. Some time after the agreement was made, Y attempts to compel X to implemen...

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