Vol. 77, No. 6, June 2004

Book Reviews

• Inventing the Organizations of the 21st Century
• Executive Compensation
• Legal Cases of the Civil War

• To review a book

In 1994, an MIT Initiative on "Inventing the Organizations of the 21st Century" began in an effort to analyze changes in corporate structure, hierarchy, and management that have taken place over the past century, evaluate continuing changes, and identify organizational choices that lay ahead. This insightful book, which is largely a collection of articles written by academics, researchers, and business professionals, is a product of that initiative. The articles are logically grouped into three broad sections, which in turn analyze ongoing organizational changes and explore possible reactions to the changing environment. The last section, and perhaps the most compelling, challenges us to focus upon human values when inventing organizations and shed the "purely economic calculus that has dominated the business world in recent years."

Scattered throughout the book are facts and references of particular interest to legal professionals. For example, in suggesting that we need new ways to measure economic growth and productivity, the authors offer government data indicating that lawyers are only 65 percent as productive as they were in 1977, despite technological advances. Gazing into the future, certain authors envision an age when lawyers replace armies. According to another writer, American labor law is a national disgrace.

The book may be of additional interest to attorneys for a variety of reasons. First, the insights offered may prove helpful in designing flexible business entities that will satisfy client needs far into the future. Second, the authors' predictions may guide the structuring or reorganization of law firms as needs change. Third, the forecasts arm us with the ability to identify shortcomings in our current laws and make forward-looking changes.

In sum, while the book does not qualify as an easy read, its analysis, intriguing predictions, and valuable insights make it helpful and satisfying.

Executive Compensation

By Michael S. Sirkin & Lawrence K. Cagney (New York City, NY: Law Journal Press, 2003). 810 pgs. $195. Order, (800) 603-6571 or www.lawcatalog.com.

Reviewed by Ted Kafkas

Executive compensation has been an evolving area of law. The days of WorldCom, Enron, Tyco and other corporate disasters have led to many changes. Rewarding executives for failure has gained more attention. Shareholders' groups have urged greater accountability. Institutional shareholders have used their strength to make changes in company board practices. Recent tax and securities laws have become part of an effort to make compensation more performance-based. Sarbanes-Oxley and other laws have emerged. The forces of a modified capitalistic society are constantly at work.

Executive Compensation covers details and strategies for employment agreements, tax deductibility, noncompetition agreements, equity-based compensation, other cash incentives, deferred compensation design, nonqualified deferred compensation plans, change of control, fringe benefits, compensation of nonemployee directors, disclosure of executive compensation, tax exempt organizations, international executives, life insurance, and other areas. The book includes scholarly and balanced perspectives on the topics. In addition, it contains some savvy techniques and valuable forms for skillful practitioners.

The book tries to tie many areas of executive compensation laws, prem-ises, and strategies together for a "nonspecialist" attorney. It is logically organized and well written. However, for easier use, I would suggest the authors add an abbreviated quick-reference chart of the main points, and interrelationships, of topics covered by the book. It is woven so tightly that I believe attorneys in the employee benefits niche could make it a regular practice tool. Likewise, corporate general counsels, law firm administrators, and managing partners would find the book very helpful. In an era of making your own retirement happen by planning now, this book is an excellent resource for all attorneys.

Although the book has two primary authors, many other fine authors were involved in writing it. All in all, this is a very good book.

Legal Cases of the Civil War

By Robert Bruce Murray (Mechanicsburg, PA: Stackpole Books, 2003). 352 pgs. $29.95. Order, (800) 732-3669.

Reviewed by Jon G. Furlow

The advantage of reading history is that it repeats itself over and over and we never quite seem to learn from the past. That is one of the lessons from reading Robert Bruce Murray's thoughtful book, Legal Cases of the Civil War.

Murray examines a wide variety of legal issues that arose during the Civil War. He organizes the book into issues such as the Prize Cases, political radicalism, prisoner retaliation, financing the war, property disputes, business battles, amnesties, and a variety of other issues. He then provides insightful historical background, how the case made its way to the U.S. Supreme Court, the arguments, and the Supreme Court decision. Murray also adds two helpful appendices: a thumbnail sketch of each U.S. Supreme Court justice from 1861 through 1871 and a list of Civil War-related Supreme Court cases that includes a short description of each decision.

Legal Cases is most effective in placing cases into historical context. Murray points out that the political dilemma animating the Prize Cases was whether the blockade of the southern ports was legal when Congress had not declared a war. This was a critical question because a declaration of war would tacitly recognize the Confederate States of America as a sovereign power. That, in turn, would place foreign powers such as England and France in the dilemma of having to choose sides in the Civil War. Who knows how that may have influenced the outcome of the Civil War, with the importance of the cotton exports from the South.

Murray reminds us that the current debates we have over legislation such as the USA Patriot Act are nothing new to American history. The same debate occurred in the Civil War when the Union and Confederate governments passed legislation to control citizens' wartime activities by making it illegal to conspire to overthrow the government, resist or impede the draft, and the like. Then, as now, these powers in the time of war were stretched, and perhaps abused, with the arrest of war protestors. Murray effectively demonstrates how a war environment can affect legal decisions by pointing out how the Supreme Court let stand the military commission conviction of the peace democrat, Clement Vallandigham, in 1864 while two years later the Court reversed the conviction in Ex Parte Milligan, because the military commission had no jurisdiction to legally try and sentence Milligan.

Other portions of Legal Cases are equally well done, such as the discussion of legal disputes arising from the issuance of "greenbacks" to finance the war. Murray also mentions less weighty, but still interesting matters. He reports that Mr. Vallandigham had a successful legal practice after the war except for one fatal error: he shot himself and died while demonstrating in a murder case how the victim had allegedly shot himself. Other interesting trivia includes the observation that in Ex Parte Milligan, David Dudley Field argued to the Supreme Court when his younger brother, Stephen Field, was a justice. As interesting: in 1863 to 1865 the Supreme Court had, for the only time in its history, 10 justices.

Legal Cases is no substitute for reading opinions, but does provide an interesting historical context for those decisions. It is not a book for the faint of heart: it is dense and not breezy reading. But for anyone interested in history, and how it forms the basis for legal disputes and affects their outcomes, Legal Cases of the Civil War is a worthwhile resource.

Wisconsin Lawyer