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An Essay On Horseless Carriages And Paperless Negotiable Instruments: Some Lessons From The Article 8 Revision, James S. Rogers
An Essay On Horseless Carriages And Paperless Negotiable Instruments: Some Lessons From The Article 8 Revision, James S. Rogers
James S. Rogers
As practices change, so too must the language and concepts that define and describe them. That is the lesson to be drawn from the past few decades’ work on the commercial law of investment securities. Article 8 is the first article of the Uniform Commercial Code to reach a third generation. There is the original version, the 1978 version, and now the 1994 version. The original version was based on the traditional system in which buyers and sellers effected transfer of securities by physical delivery of certificates. The 1978 version added new provisions dealing with “uncertificated securities.” Then the 1994 …
Innovating Financial Law In The Early Modern Netherlands And Europe: Transfers Of Commercial Paper And Recourse Liability In Legislation And Ius Commune (Sixteenth-Eighteenth Centuries), Dave De Ruysscher
Dave De ruysscher
In this contribution it is demonstrated how in the seventeenth and eighteenth centuries Dutch rules concerning negotiable credit instruments (i.e., bills obligatory to bearer and bills of exchange) transformed financial law throughout the European continent. The Antwerp and Amsterdam authorities devised precepts of law on such issues that went against substantial principles of the academic ius commune. In the course of the seventeenth century, the former’s success brought about their insertion into financial legislation of German cities. This phenomenon came along with a new comparative approach of legislators in the whole of Europe, which was typical of that period. During …
La's Taco Truck War: How Law Cooks Food Culture Contests, Ernesto Hernández-López
La's Taco Truck War: How Law Cooks Food Culture Contests, Ernesto Hernández-López
University of Miami Inter-American Law Review
No abstract provided.
A Deposit Substitute For Post Dodd-Frank Regulatory Policy Assessments Of Emergent Payments: A Taxonomical Approach, Eniola Akindemowo
A Deposit Substitute For Post Dodd-Frank Regulatory Policy Assessments Of Emergent Payments: A Taxonomical Approach, Eniola Akindemowo
Eniola Akindemowo
Existing stored value products (SVPs) are early prototypes of what payments and money will become: digital, disintermediated, and, possibly, neither state- nor bank-issued. The formulation of stored value regulatory policy in the U.S. has been a complicated, slow process however, producing a piecemeal scheme of broadly uneven regulations. Suffice it to say that the result of several short-term fixes has been to postpone looming inefficiencies and highlight limitations stemming from inconsistencies inherent in their use.
Past regulatory efforts have thrown a startling fact into sharp relief: The relevance of deposits, the hallowed central concept of payments jurisprudence, is undermined in …
Recalibrating Abstract Payments Regulatory Policy: A Retrospective After The Dodd-Frank Act, Eniola Akindemowo
Recalibrating Abstract Payments Regulatory Policy: A Retrospective After The Dodd-Frank Act, Eniola Akindemowo
Eniola Akindemowo
The future efficiency of the payments system is at stake. Existing stored value products (SVPs e.g. gift cards and gift card apps) are early prototypes of what payments and money will become – digital, dis-intermediated, and possibly, neither state nor bank issued. These products have defied sustained efforts to pigeonhole them into traditional categories. Significantly, past regulatory efforts have thrown a startling fact into sharp relief: the relevance of deposits – the hallowed central concept of payments jurisprudence – is being undermined in SVPs and emergent payments. What this means is that the role of deposits – the lynch pin …
My Brother's Keeper: An Empirical Study Of Attorney Facilitation Of Money-Laundering Through Commercial Transactions, Lawton P. Cummings, Paul T. Stepnowsky
My Brother's Keeper: An Empirical Study Of Attorney Facilitation Of Money-Laundering Through Commercial Transactions, Lawton P. Cummings, Paul T. Stepnowsky
Faculty Scholarship
In recent years, various “gatekeeping initiatives” have been introduced through inter-governmental standard-setting organizations, such as the Financial Action Task Force, as well as through federal legislation in the United States, which seek to apply the mandatory customer due diligence, record keeping, and suspicious activity reporting obligations contained in the existing anti-money laundering regime to lawyers when they conduct certain commercial transactions on behalf of their clients. The organized bar has argued against such attempts to regulate it, in part, due to the lack of empirical data showing that, as a threshold matter, lawyers unwittingly aid money laundering in a significant …
2.02(B)(4) Or Not 2.02(B)(4): That Is The Question, Bryn R. Vaaler
2.02(B)(4) Or Not 2.02(B)(4): That Is The Question, Bryn R. Vaaler
Law and Contemporary Problems
No abstract provided.
The Model Business Corporation Act Financial Provisions: A Historical Snapshot , Larry P. Scriggins
The Model Business Corporation Act Financial Provisions: A Historical Snapshot , Larry P. Scriggins
Law and Contemporary Problems
No abstract provided.
Disclosure Provisions Of The Model Business Corporation Act, Stanley Keller
Disclosure Provisions Of The Model Business Corporation Act, Stanley Keller
Law and Contemporary Problems
Keller discusses the "duty of disclosure" provision of the Model Business Corporation Act (MBCA). The development of disclosure requirements through decisional law rather than through statutory prescriptions highlights the important question of when corporate law should be codified legislatively and when it should be left to case-by-case judicial development. The American Bar Association's Committee on Corporate Laws ("the Committee") confronted this question when considering disclosure requirements as part of its continuing evaluation of the MBCA.
The Case For Iterative Statutory Reform: Appraisal And The Model Business Corporation Act , Robert B. Thompson
The Case For Iterative Statutory Reform: Appraisal And The Model Business Corporation Act , Robert B. Thompson
Law and Contemporary Problems
Appraisal may be the Model Business Corporation Act's (MBCA) most distinctive and creative corporate law product in its sixty year history. Through a series of changes, beginning in the late 1970s and early 1980s, and continuing through revisions in 1999 and 2006, the MBCA has shown the value that can come from an ongoing revision process of corporate law. Thompson examines the challenges that have long plagued appraisal statutes, and then evaluating the product that has resulted from the MBCA approach.
Resources For International Commercial Arbitration Events, International Commercial Arbitration Brief
Resources For International Commercial Arbitration Events, International Commercial Arbitration Brief
Arbitration Brief
No abstract provided.
General Corporation Laws: History And Economics , David Mcbride
General Corporation Laws: History And Economics , David Mcbride
Law and Contemporary Problems
No abstract provided.
Rules, Standards, And The Model Business Corporation Act, Michael P. Dooley
Rules, Standards, And The Model Business Corporation Act, Michael P. Dooley
Law and Contemporary Problems
No abstract provided.
The New “Public” Corporation, Hillary A. Sale
The New “Public” Corporation, Hillary A. Sale
Law and Contemporary Problems
No abstract provided.
Comply-And-Explain: Should Directors Have A Duty To Inform?, John C. Wilcox
Comply-And-Explain: Should Directors Have A Duty To Inform?, John C. Wilcox
Law and Contemporary Problems
Wilcox discusses the compliance of the duty to inform of directors of publicly held companies. The expected long-term impact of a duty to inform would be to "operationalize" corporate governance policies and accustom boards to provide greater transparency about their deliberations and decisions on matters relating to governance, business oversight, and strategy. Regardless of whether a directors' duty to inform can be inferred from the Model Business Corporation Act or other provisions of state law, it could be implemented through the adoption of a charter or bylaw amendment initiated by the board or by shareholders.
Commercial Law's Complexity, David Frisch
Commercial Law's Complexity, David Frisch
Law Faculty Publications
This Article proceeds as follows. Part I briefly surveys prevailing ideas about the social costs of complexity and identifies additional costs that have escaped the attention of earlier commentators. The aim is to demonstrate why reducing the complexity of the commercial law system matters. Part II describes three legislative responses-two already enacted ·and one proposed- representing efforts to mediate the tension between the need for precise regulation and the generation of overly complex rules that often results. Part III provides a closer examination of these legislative responses and demonstrates that, taken together, they create an opportunity for the implementation of …
Legal Capital And The Model Business Corporation Act: An Essay For Bayless Manning, James J. Hanks Jr.
Legal Capital And The Model Business Corporation Act: An Essay For Bayless Manning, James J. Hanks Jr.
Law and Contemporary Problems
Hanks discusses the distribution provisions of the Model Business Corporation Act. The relatively smooth operation and interpretation of the MBCA's distribution provisions is an excellent example of the reflection, sophistication, care, and skill of the Committee on Corporate Laws in considering, drafting, revising, and updating the Model Business Corporation Act over the past sixty years. The overall success of the distribution provisions is a tribute to the many lawyers, judges, and law professors who have participated in the Committee's very successful efforts to advance the law of corporations in this country and elsewhere.
Safe Harbor For Officer Reliance: Comparing The Approaches Of The Model Business Corporation Act And Delaware’S General Corporation Law, R. Franklin Balotti, Megan W. Shaner
Safe Harbor For Officer Reliance: Comparing The Approaches Of The Model Business Corporation Act And Delaware’S General Corporation Law, R. Franklin Balotti, Megan W. Shaner
Law and Contemporary Problems
Balotti and Shaner discuss the duties of and potential for imposing liability on corporate officers. The fiduciary duties of officers is addressed, in differing degrees, under Delaware law, the law frequently applied to corporate-governance disputes, and under the Model Business Corporation Act (MBCA). In discharging their fiduciary duties, directors under both the MBCA and the General Corporation Law are generally protected from personal liability if, in making business decisions, they reasonably rely on the reports and records of officers, employees, advisors, and experts of the corporation.
Director Confidentiality, Cyril Moscow
Director Confidentiality, Cyril Moscow
Law and Contemporary Problems
The Corporate Directors Guidebook contains the bare proposition that a director must keep confidential all matters involving the corporation that have not been disclosed to the public. Moscow explores the need to modify the flat recitation of a rule of director confidentiality in light of the limited authority for a blanket restriction, and the necessary exceptions in the business contexts in which the issue arises. In particular, many situations do not involve damage to the corporation, or there is express or implied consent to the sharing of information.
On Corporate Codification: A Historical Peek At The Model Business Corporation Act And The American Law Institute Principles Through The Delaware Lens, E. Norman Veasey
On Corporate Codification: A Historical Peek At The Model Business Corporation Act And The American Law Institute Principles Through The Delaware Lens, E. Norman Veasey
Law and Contemporary Problems
No abstract provided.
Indemnification And Advancement Through An Agency Lens, Deborah A. Demott
Indemnification And Advancement Through An Agency Lens, Deborah A. Demott
Law and Contemporary Problems
DeMott discusses the doctrines that define entitlements to indemnification. In the corporate context, indemnification is better grounded, as in the Model Business Corporation Act (MBCA), in the necessity of furnishing corporate directors with appropriate protection against personal risk. To be sure, as the MBCA's official comments implicitly acknowledge, the position of officers, especially senior executive officers, does not fit neatly and exclusively into either an "agent" or a "non-agent" category for indemnification purposes.
The Model Business Corporation Act At Sixty: Shareholders And Their Influence, Lisa M. Fairfax
The Model Business Corporation Act At Sixty: Shareholders And Their Influence, Lisa M. Fairfax
Law and Contemporary Problems
No abstract provided.
The Relationship Of The Model Business Corporation Act To Other Entity Laws, William H. Clark Jr.
The Relationship Of The Model Business Corporation Act To Other Entity Laws, William H. Clark Jr.
Law and Contemporary Problems
No abstract provided.
Delaware Corporate Law And The Model Business Corporation Act: A Study In Symbiosis , Jeffrey M. Gorris, Lawrence A. Hamermesh, Leo E. Strine Jr.
Delaware Corporate Law And The Model Business Corporation Act: A Study In Symbiosis , Jeffrey M. Gorris, Lawrence A. Hamermesh, Leo E. Strine Jr.
Law and Contemporary Problems
No abstract provided.
The 1970s: The Committee On Corporate Laws Joins The Corporate Governance Debate, Marshall L. Small
The 1970s: The Committee On Corporate Laws Joins The Corporate Governance Debate, Marshall L. Small
Law and Contemporary Problems
No abstract provided.
An Appraisal Of The Model Business Corporation Act’S Appraisal Rights Provisions, Mary Siegel
An Appraisal Of The Model Business Corporation Act’S Appraisal Rights Provisions, Mary Siegel
Law and Contemporary Problems
Siegel examines four fundamental differences between the Delaware General Corporation Law and the Model Business Corporation Act (MBCA). In the area of shareholder appraisal rights, the two statutes are diametrically opposed on many key elements. Most notably, MBCA chapter 13 on appraisal rights differs from Delaware's statutory appraisal provisions in four fundamental respects: 1. events that will trigger a shareholder's right to demand appraisal, 2. timing of the corporation's payment to shareholders demanding appraisal rights, 3. allocation of court costs and shareholder expenses, and 4. whether the market-out exception to appraisal rights is limited only to appraisal-triggering transactions that are …
The Model Business Corporation Act And Corporate Governance: An Enabling Statute Moves Toward Normative Standards, John F. Olson, Aaron K. Briggs
The Model Business Corporation Act And Corporate Governance: An Enabling Statute Moves Toward Normative Standards, John F. Olson, Aaron K. Briggs
Law and Contemporary Problems
No abstract provided.