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Papers by Wm. Dennis Huber

Routledge eBooks, May 24, 2022

Social Science Research Network, May 18, 2017

This article is a follow-up of my paper, “Does the American Accounting Association Exist? An Exam... more This article is a follow-up of my paper, “Does the American Accounting Association Exist? An Example of Public Document Research” (Huber, 2011) which chronicles the events that transpired from the publication of the paper in 2011 to the present. The article contributes to an understanding of the interplay between a forensic accounting investigation and the legal issues that a forensic accountant may encounter. The article also demonstrates the types of public document investigations that may have to be conducted both during and following a legal proceeding as part of litigation support. When auditing corporate financial statements it is important for auditors to inspect corporate documents, including articles of incorporation and bylaws, in order to determine the scope of authorizations that officers and directors are granted. Articles of incorporation and bylaws are part of the auditor’s permanent file. (Puncel, 2008). Forensic accountants likewise must inspect corporate documents such as articles of incorporation and bylaws. However, when conducting a forensic accounting investigation it is incumbent on a forensic accountant to also investigate publicly available documents for several reasons. First, subjects of the investigation may not be forthcoming in their production of documents or may not give candid responses to questions. They may withhold documents or be evasive in their response. Second, a forensic accountant must corroborate and confirm all evidence obtained from the subject of investigation. This is often done by searching publicly available documents. Third, some states prohibit anyone without a private investigator’s license from conducting certain types of investigations. Searching public documents may be the only alternative for obtaining the desired information. This rest of this article assumes a basic familiarity with the issues exposed in my previous paper.

Routledge eBooks, May 24, 2022

International Journal of Law, 2017

UMI Dissertation Services eBooks, 2001

Routledge eBooks, May 24, 2022

Routledge eBooks, Dec 10, 2020

Rule 12(b)(3) must be read in conjunction with Illinois Supreme Court Rule 373, which states Unle... more Rule 12(b)(3) must be read in conjunction with Illinois Supreme Court Rule 373, which states Unless received after the due date, the time of filing records, briefs or other papers required to be filed within a specified time will be the date on which they are actually received by the clerk of the reviewing court. If received after the due date, the time of mailing, or the time of delivery to a thirdparty commercial carrier for delivery to the clerk within three business days, shall be deemed the time of filing. Proof of mailing or delivery to a thirdparty commercial carrier shall be as provided in Rule 12(b)(3). This rule also applies to a motion directed against the judgment and to the notice of appeal filed in the trial court. 4

The purpose of this paper is to build on and expand Stone and Miller's (2013) (henceforth, St... more The purpose of this paper is to build on and expand Stone and Miller's (2013) (henceforth, Stone and Miller) propositions concerning "what matters" in forensic accounting research. Forensic accounting research that matters is a function of the purpose(s) of forensic accounting research. Stone and Miller's work serves as a prelude for more mature forensic accounting research, a starting point for a debate about what constitutes forensic accounting research that matters. We critique their work and extend the debate by further developing their propositions.

Accounting Research Journal, 2015

Corporate governance has been the subject of dozens, if not hundreds, of books and articles in le... more Corporate governance has been the subject of dozens, if not hundreds, of books and articles in legal, accounting, finance, and economic literature since at least 1932. Disclosure has also been the subject of dozens, if not hundreds, of books and articles in legal, accounting, finance, and economic literature, but interest in the subject is a more recent phenomenon. It is important therefore to understand the purpose, scope, limitations, and meaning of corporate governance. It is equally important to understand the purpose, scope, and limitations of the effective transparency of information, i.e., disclosure, for publicly listed companies, including what information is disclosed, how it is disclosed, and why it is disclosed. Therefore, this paper examines the purpose, scope, and limitations of corporate governance and disclosure including what, how, and why information about publicly listed companies is disclosed with the intent of providing a better understanding of corporate govern...

Routledge eBooks, Dec 10, 2020

International Journal of Critical Accounting, 2016

The impact of accounting research has been the subject of several studies over the past 30 years.... more The impact of accounting research has been the subject of several studies over the past 30 years. Impact factors using citation analysis is the major method of evaluating the impact of accounting research and ranking accounting journals. Studies of the impact of accounting research using citation analysis have been conducted on faculty, doctoral students, and departments of accounting. Impact factor and citation analysis are considered by some to serve as proxies for the value or contribution of a journal or article. However, few question the meaning of impact factors or understand how impact factors are calculated. This paper discusses the meaning of impact factors and their importance in accounting research, and the potential for manipulating impact factors to the detriment of developing and producing accounting knowledge. The purpose of the paper is to pull back the curtain that veils the true meaning of impact factors.

Routledge eBooks, May 24, 2022

Social Science Research Network, May 18, 2017

Routledge eBooks, May 24, 2022

International Journal of Law, 2017

UMI Dissertation Services eBooks, 2001

Routledge eBooks, May 24, 2022

Routledge eBooks, Dec 10, 2020

Accounting Research Journal, 2015

Routledge eBooks, Dec 10, 2020

International Journal of Critical Accounting, 2016

Economics, Capitalism, and Corporations: Contradictions of Corporate Law, Economics, and the Theory of the Firm, 2020

This book is an extension of Corporate Law and the Theory of the Firm: Reconstructing Corporation... more This book is an extension of Corporate Law and the Theory of the Firm: Reconstructing Corporations, Shareholders, Directors, Owners, and Investors, which was an exposé of the contradictions of contract law, property law, agency law, trust law, and corporate law and from which some portions of this book are adopted and summarized with permission. This book delves much more deeply into the contradictions between corporate law and the economic theory of the firm and expands the analysis into the contradictions between corporate law and economics, finance, and accounting. It reveals how the term, and therefore the concept, of “capital” has been distorted and how “capitalist” and “capitalism” as a social system have been twisted and perverted.
The book begins with a brief review of corporate law and its contradictions, including property law and agency law, in order to establish the context and provide a foundation for an analysis of corporations and economic considerations, finance considerations, investment considerations, and accounting considerations.
Jensen and Meckling’s (1976) Theory of the Firm: Managerial Behavior, Agency Costs and Ownership Structure is considered the classic on the “theory of the firm.” Jensen and Meckling attempt to “integrate elements from the theory of agency, the theory of property rights and the theory of finance to develop a theory of the ownership structure of the firm” (p. 305). While it was successful in launching an entirely new branch of literature on the economic theory of the firm, it was an abject failure in achieving its objective. It did not integrate elements from the theory of agency with the theory of property rights and the theory of finance to develop a theory of the ownership structure of the firm because it not just ignored, but made assumptions contradicted by, corporate law, property law, and agency law.
Their approach was backwards. They (attempted to) use the theory of agency, the theory of property rights, and the theory of finance to develop a theory of the ownership structure of the firm rather than establishing the legal ownership structure of the firm as determined by agency law and property law to develop an economic theory of the firm. Property law determines the ownership of the firm, and agency law determines the relationship of directors and shareholders. It is only after the legal ownership structure of the firm and the relationship of corporations, directors, and shareholders are determined that the economic and finance theory of firm can be developed. But Jensen and Meckling completely ignored an analysis of property law and agency law, choosing rather merely to rest on invalid assumptions and unjustified conclusions about the relationship of property law and agency law to corporations.
Jensen and Meckling’s Theory of the Firm, along with Fama and Jensen’s 1983 Separation of ownership and control laid the groundwork of the economic “theory of the firm.” The economic “theory of the firm” is grounded in agency theory which is a function of Berle and Mean’s theory of the separation of ownership and control in corporations. The separation of ownership and control takes as an axiom that shareholders are owners of the corporation. Thus, corporate ownership necessarily determines the economic theory of the firm. But since shareholders do not own the corporation, there are no owners to be separated from. If shareholders do not own the corporation, directors are not their agents. Therefore, there can be no agency theory of the firm or agency costs on which the theory of the firm is grounded and the entire economic “theory of the firm” falls apart. The entire economic theory of the firm stands or falls on whether shareholders own the corporation. It is inexplicable how Jensen and Meckling, and Fama and Jensen, and those who followed them were able to create an entire body of literature on the theory of the firm based on agency costs without ever at least acknowledging the requirements of agency law. Referring to directors as agents of shareholders is legally incorrect and misleading economically.

In this book the author performs a rigorous, systematic analysis of common law, contract law, property law, agency law, partnership law, trust law, and corporate statutory law using judicial rulings that proves shareholders do not own corporations, that there is no separation of ownership and control, directors are not agents of shareholders, and shareholders are not investors in corporations. Furthermore, the author proves the theory of the firm, which is founded on the separation of ownership and control and directors as agents of shareholders, promotes an agenda that wilfully ignores fundamental property law and agency law. However, since shareholders do not own the corporation, and directors are not agents of shareholders, the theory of the firm collapses.

The book corrects decades of confusion and misguided research in corporate law and the economic theory of the firm and will allow readers to understand how property law, agency law, and economics contradict each other when applied to corporate law. It will appeal to researchers and upper level and graduate students in economics, finance, accounting, law, and sociology, as well as attorneys and, accountants.
ISBN 978-0367895532

Routledge, 2020

Chapter 0 This chapter provides an examination of constitutional principles of jurisdiction and a... more Chapter 0 This chapter provides an examination of constitutional principles of jurisdiction and a review of the origin and function of jurisdiction, common law, and basic principles of contract law. Jurisdiction, common law, and contract law are three of the most important foundations of the Anglo-American legal system. Principles of jurisdiction, common law, and contract law are part of the curriculum of the first semester of Anglo-American law schools. Furthermore, as this is a study in corporate law, it is important to understand the historical role and function of common law since common law was the major contributor to the development of corporations and corporate law. Law school students, faculty, and researchers may be tempted to skip this chapter but should read it so it is fresh in their minds as they read the remaining chapters to understand the contradictions in corporate law. Economics students, faculty, and researchers will benefit from reading this chapter in order to understand the basic principles of contract law, property law, and agency law and why the economic theory of the firm is invalid. Abstract Chapter 1 Economics, as defined by every introductory economics textbook, is the science of the

Journal of Theoretical Accounting Research, 2017

Numerous studies have been conducted over the last 40 years concerning accounting faculty researc... more Numerous studies have been conducted over the last 40 years concerning accounting faculty research productivity that have developed benchmarks for which accounting department administrators can evaluate the research productivity of accounting faculty. Such benchmarks not only use quantity of publications, but also subjective qualitative measures such as the perceived " quality " of journals in which the research is published. It remains unknown, however, the extent to which, or whether, any of the benchmarks published to date are actually used by administrators to evaluate the accounting research productivity of their faculty or what decisions they may make based on those benchmarks. The research question is thus, do accounting department administrators use published accounting productivity benchmarks. This study surveyed accounting department administrators (deans, chairpersons, and heads of accounting departments) of U.S. institutions to determine if they use published accounting research productivity benchmarks in evaluating faculty for hiring, promotion, tenure, or merit pay decisions.

The Sarbanes-Oxley Act of 2002 conferred upon the Securities and Exchange Commission (“SEC”) the ... more The Sarbanes-Oxley Act of 2002 conferred upon the Securities and Exchange Commission (“SEC”) the authority to recognize as “‘generally accepted’ for purposes of the securities laws, any accounting principles established by a standard setting body” provided that the standard setting body met certain conditions. Two weeks after the Sarbanes-Oxley Act was signed into law in July, 2002 the Financial Accounting Standards Board (“FASB”) and its parent organization, the Financial Accounting Foundation, submitted a letter to the SEC declaring that it met the conditions set forth in the Sarbanes-Oxley Act. Eight months later, in April, 2003 the SEC issued a policy statement that the FASB did in fact meet the Sarbanes-Oxley criteria.
While the FASB met some of the criteria, this article argues that it did not meet all the criteria, and therefore the SEC exceeded its statutory authority in recognizing the FASB as a standard-setting body and accepting principles established by the FASB as a standard setting body. This article further argues that the SEC cannot recognize the International Accounting Standards Board as a standard setting body because it, too, fails to meet the criteria set out by Congress.

Corporations, Accounting, Securities Laws, and the Extinction of Capitalism, 2021

This is the third in a series examining the relationship of corporate law, property law, economic... more This is the third in a series examining the relationship of corporate law, property law, economics, accounting, finance, and capitalism. In the first book, Corporate Law and the Theory of the Firm: Reconstructing Corporations, Shareholders, Directors, Owners, and Investors, I exposed the contradictions between property law, agency law, corporate law, and the theory of the firm. In the second, Economics, Capitalism, and Corporations: Contradictions of Corporate Law, Economics, and the Theory of the Firm, I revealed the contradictions between corporate law and economics with an emphasis on capitalism. In this book, I explore the concept of capital and its ownership, and the relationships between capital, capitalists, and capitalism, and determine that capitalists and capitalism are extinct.

Both capitalists and capitalism have been extinct for nearly a century, their extinction caused by politicians, lawyers, and economists through corporate law, accounting, and securities laws which, when combined with the trading of securities on exchanges removed any ownership interest by shareowners in productive capital. Unfortunately, capitalism has never been given a decent burial. In fact, no burial at all. Not even a funeral. Its decayed carcass continues to be displayed in public as if it were still viable much like the movie Weekend at Bernie’s, propped up by rhetoric that has long since lost any real meaning or relevance, but which nevertheless continues to shape economic, political, and social relations.

The purpose of this paper is to present an analysis and critique of Roychowdhury, Shroff, and Ver... more The purpose of this paper is to present an analysis and critique of Roychowdhury, Shroff, and Verdi’s The effects of financial reporting and disclosure on corporate investment: A review (Journal of Accounting & Economics, 68 (2019)). Roychowdhury, Shroff, and Verdi survey the empirical literature over the previous two decades on “whether and to what extent financial reporting facilitates the allocation of capital to the right investment projects,” “provide a framework to organize this literature,” and “highlight opportunities for future research.” The framework they provide for organizing the literature “articulate[s] two broad scenarios in which financial reporting ‘matters’ for investment choices: (i) the presence of information asymmetry that gives rise to agency frictions such as adverse selection and moral hazard costs, and (ii) the presence of uncertainty about growth opportunities.” The analysis and critique presented herein addresses the framework and the first scenario. In particular, it focuses on what they refer to as agency frictions and the opportunities they suggest for future research. While the question of whether and to what extent financial reporting facilitates the allocation of capital to the right investment projects is important and worthy of future research, the framework and first scenario present several problems that cannot easily be ignored if the opportunities for future research are to be pursued.

Dozens of judicial opinions have held that shareholders own corporations, that directors are agen... more Dozens of judicial opinions have held that shareholders own corporations, that directors are agents of shareholders, and even that directors are trustees of shareholders’ property. Yet, until now, it has never been proven. These doctrines rest on unsubstantiated assumptions.
In this book the author performs a rigorous, systematic analysis of common law, contract law, property law, agency law, partnership law, trust law, and corporate statutory law using judicial rulings that prove shareholders do not own corporations, that there is no separation of ownership and control, directors are not agents of shareholders, and shareholders are not investors in corporations. Furthermore, the author proves the theory of the fi rm, which is founded on the separation of ownership and control and directors as agents of shareholders, promotes an agenda that willfully ignores fundamental property law and agency law. However, since shareholders do not own the corporation, and directors are not agents of shareholders, the theory of the firm collapses.
The book corrects decades of confusion and misguided research in corporate law and the economic theory of the fi rm and will allow readers to understand how property law, agency law, and economics contradict each other when applied to corporate law. It will appeal to researchers and upper-level and graduate students in economics, finance, accounting, law, and sociology, as well as attorneys and accountants.

For over 150 years the Supreme Court has answered the question “is a corporation a ‘person’ or a ... more For over 150 years the Supreme Court has answered the question “is a corporation a ‘person’ or a citizen recognized in the Constitution” in the affirmative. Amazingly, the Supreme Court has answered this question affirmatively many times without ever having conducted a critical linguistic analysis and exegesis of the meaning of “person” in the Constitution as a whole. The Supreme Court has answered this question in the affirmative by disregarding, twisting, and distorting the basic rules of English grammar and syntax and that the Court has consistently ignored its own canons of constitutional construction and interpretation.
In this article I demonstrate that the Court’s ruling that corporations are persons and citizens subverted the most fundamental constitutional process—that of amending the Constitution.