Corporation and Contract

Publicly traded corporations rarely use the nearly absolutefreedom afforded them to draft charters that deviate from thedefault terms of state corporation law. Conventional explanationsfor this phenomenon are unconvincing. A more promising explanationlies in the lack of any feasible amendment mechanism that willassure efficient adaptation of charter terms as changing circumstancesdictate during the long expected lifetime of a public corporation.In effect, by adopting state law default terms, corporationsdelegate to the state the process of amending charter provisionsover time.     

A primer on US antitrust claims against patentees under Walker Process

Legal context: In the wake of two recent cases from the Federal Circuit onthe subject, this article provides an introduction to the WalkerProcess doctrine under US law. Under the doctrine, a patenteewho knowingly enforces a patent procured by intentional fraudon the patent office may lose its immunity to antitrust claims,should it act to enforce its patent. Key points: Walker Process fraud refers to a knowing and deliberate fraudperpetrated on the patent office as opposed to mere acts ofinequitable conduct. Proving that a patent applicant engagedin Walker Process fraud does not by itself prove liability foran antitrust violation. The accused infringer must still provethe individual elements of an antitrust claim. Antitrust claimsbased on Walker Process fraud require significant time and resourcesto litigate. Practical significance: With the allure of mandatory treble damages and attorney's fees,antitrust claims based on Walker Process fraud can serve asa potent counterclaim for an accused infringer's arsenal. Butthe legal requirements and resources needed to successfullylitigate these claims to a conclusion may temper their effectivenessfor the typical patent-infringement suit.     

Intra-Party Support for the Good Friday Agreement in the Ulster Unionist Party

Party organisations are often 'black boxes' overlooked by scholars in favour of party leaders, manifestos and elections. Yet intra-party dynamics are often crucial. This article uses the example of the Ulster Unionist Party (UUP) to illustrate this. Events in the 1998–2003 period highlight the importance of splits within the party's governing Ulster Unionist Council (UUC) over the Good Friday Agreement (GFA) which underpins the Northern Ireland peace process. This article pioneers the use of postcode-profiling technology and uses multi-level analysis of a UUC party list to show that delegates' party section provides the best predictor of their stance towards the Good Friday Agreement. Consequently, the article argues that delegate voting behaviour within the UUC is best explained by reference to highly embedded, meso-level institutions which perpetuate networks and condition individual preferences.