Vol. 77, No. 6, June
Inventing the Organizations of the 21st Century
Edited by Thomas W. Malone, Robert Laubacher & Michael S.
Scott Morton (Cambridge, MA: The MIT Press, 2003). 443 pgs.
$30. Order, (800) 405-1619.
Reviewed by Lance E. Mueller
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
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
In sum, while the book does not qualify as an easy read, its
analysis, intriguing predictions, and valuable insights make it helpful
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.
To Review a Book...
The following books are available for review. Please request the book
and writing guidelines from Karlé Lester at the State Bar of
Wisconsin, P.O. Box 7158, Madison, WI 53707-7158, (608) 250-6127, firstname.lastname@example.org.
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Latz (New York, NY: St. Martin's Press, 2004). 376
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by Suzanne C. Lowe (Westport, CT: Greenwood Publishing Group, 2004).
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Publishing Group Inc., 2002). 258 pgs.