Georgetown University Law Center

About: Georgetown University Law Center is a based out in . It is known for research contribution in the topics: Supreme court & Global health. The organization has 585 authors who have published 2488 publications receiving 36650 citations. The organization is also known as: Georgetown Law & GULC.

Minds, Brains, and Norms

Abstract: Arguments for the importance of neuroscience reach across many disciplines. Advocates of neuroscience have made wide-ranging claims for neuroscience in the realms of ethics, value, and law. In law, for example, many scholars have argued for an increased role for neuroscientific evidence in the assessment of criminal responsibility. In this article, we take up claims for the explanatory role of neuroscience in matters of morals and law. Drawing on our previous work together, we assess the cogency of neuroscientific explanations of three issues that arise in these domains: rule following, interpretation, and knowledge. We critique these explanations and in general challenge claims as to the efficacy of the neuroscientific accounts.

Lawyers, Bureaucratic Autonomy, and Securities Regulation During the New Deal

Abstract: The federal regulation of financial markets was one of the success stories of the New Deal. It was also the realm of New Deal statebuilding most dominated by lawyers who had either worked in large corporate law firms or had all the credentials to do so but were excluded on grounds of ethnicity, gender or race. Government lawyers looked to the law factories of Wall Street for inspiration as they built bureaucratic autonomy at the Securities and Exchange Commission and gave private practitioners their own stake in securities regulation. The SEC lawyers also learned to address the partisan needs of their allies in Congress, who were as hostile to Eastern capital as they were solicitous of investors, while maintaining the independence that made their agency useful to politicians in the first place. Their experiences are instructive for the architects of financial regulation today.

The Behavioral Economics of Mergers and Acquisitions

Abstract: The world of mergers and acquisitions seems like a setting in which rationality necessarily dominates. There are high stakes, focused and sustained attention, and expert advisers who are repeat players. In the economics and management literature, however, there has been a great deal of research on what might be called “behavioral M&A” - using insights from psychology to explain observed patterns of behavior in the acquisitions marketplace. To date, the law has largely been uninterested in the psychological dynamics of corporate acquisitions. This essay looks at recent research on such issues as the role of overconfidence, hubris, anchoring, etc. in explaining buy-side behavior, as well as comparable influences on the sell-side, and argues that there is a plausible case for behavioral explanations for the value destruction that often occurs because of acquirer overpayment and its spillover effects. It then turns to possible legal lessons, and suggests a normative (maybe ideological) account for why courts hold tightly to the assumption of rationality. In the end, the behavioral literature is likely to be more interesting and important to lawyers, directors and others engaged in the practice of M&A than a cause for judicial revisionism.

Toward More Effective Risk Disclosure for Technology- Enhanced Investing

Abstract: This paper considers the relationship between increased technological sophistication in investing and the quality of risk disclosure by issuers. For a variety of reasons, the need for high quality risk disclosure may well increase in a noisier informational enviroment, thus prompting the question of whether we have an adequate policy for when issuers must disclose known risks. While the prevailing standards under the Securities Act may well be adequate, there is no coherent policy under the Securities Exchange Act -- a troublesome thought given the increasing emphasis on '34 Act disclosures in an era of shelf registration, integrated disclosure, etc. The paper proposes that the SEC develop a requirement that EDGAR files be updated promptly to reflect changes in the companies "risk discussion and analysis" -- a narrative discussion of prevailing material investment risks known to management. At the same time, the SEC must then recognize a privilege of nondisclosure of risk-related information (e.g., bad news) that would likely cause a significant competitive injury through the exposure of a business strategy, plan or secret. Such a balanced policy would be a notable improvement on the existing standards -- for instance, the half-truth doctrine, the duty to update and the duty to correct -- which are highly uncertain and indeterminate, and do not explicitly recognize any competitive injury privilege.

Hospital Conversions: Fact, Fantasy, and Regulatory Follies

Abstract: For-profit enterprise is the norm in most of the economy, but in the hospital sector, nonprofit entities have long had a dominant share of the market. In recent years, the conversion of many nonprofit hospitals to for-profit status has prompted concerns and complaints. The conventional wisdom is that large for-profit chains have been systematically buying and converting non-profit hospitals at bargain-basement prices, and the public interest has been slighted -- especially since non-profit hospitals are alleged to deliver many more community benefits than for-profit hospitals. Commentators have complained about the "dissolving" of the nonprofit sector, and a "Pac-Man like assault on community hospitals." In response, many states have enacted legislation setting ground rules for such conversions, including giving the state Attorney General the power to approve the terms of such transactions, mandated consideration of the impact of the conversion on access to health care services, and a variety of restrictions on post-conversion conduct. The article analyzes the empirical evidence, and demonstrates that the conventional wisdom on hospital conversions is wrong. Despite popular perceptions to the contrary, the market share of for-profit hospitals has hardly moved during the past two decades. Nonprofit to for-profit hospital conversions are a distinct minority of total conversions, which in turn are a modest percentage of total hospital control transactions. Although there have been some conversions which occurred at less than fair market value, a General Accounting Office study indicated that independent valuations or fairness opinions were the rule, and in every transaction for which information was available to the GAO, the purchase price exceeded the independent valuation, or fell in the middle of the range of value. Regardless, the case that nonprofit hospitals are particularly virtuous is problematic at best; there is considerable evidence that nonprofit and for-profit hospitals behave similarly, and the Department of Justice and Federal Trade Commission have consistently argued (and Courts have consistently accepted) that organizational form is irrelevant for purposes of analyzing conduct. In addition, studies of hospitals that have converted from a nonprofit to for-profit form suggest that institutional behavior is relatively static. Hospital conversions do raise a number of interesting and difficult transitional problems, including the terms under which the deal is struck and the uses to which the proceeds may be put post-conversion. Unfortunately, the laws which the states have enacted do little to address these transitional problems. In reality, the hidden agenda of these laws is to sabotage the conversion process -- or increase the costs and inconvenience associated with a for-profit conversion to the point that it becomes simpler to sell to a nonprofit acquiror. These laws are really intended to protect the nonprofit status quo in the hospital sector. Although the issues raised by conversions are important, they are ultimately peripheral to the more important normative public policy questions -- what services, cross-subsidies, and intangible elements of value do we want hospitals to provide, and what is the most efficient way to secure these services? The fixation of advocates and legislators on the perils of hospital conversions is a distraction from these far-more difficult issues. The current regime, which employs an undifferentiated subsidy tied to organizational form, with only an anti-inurement constraint to restrict opportunism, has little to recommend it. The correct strategy is to focus our attention and incentives on behavior -- not organizational form.