Business Commons^™

4th And 205: How A Rush Of Global Comments Blocked The Sec’S First Attempted Punt Of Attorney-Client Privilege Under Sarbanes-Oxley, John Paul Lucci

Touro Law Review

No abstract provided.

Trust, Betrayal, And Whistle-Blowing: Reflections On The Edward Snowden Case, Herman T. Tavani, Frances Grodzinsky

School of Computer Science & Engineering Faculty Publications

Is every act of whistle blowing, by definition, a betrayal of trust on the part of the whistle-blower? If so, are employees who blow the whistle, by implication, untrustworthy employees? Assuming that they are, would employees who blow the whistle (presumably on the grounds of moral obligation) also be willing to concede that they are not trustworthy employees, by virtue of carrying out their whistle-blowing act(s)? In answering these questions, we first propose some working definitions of whistle-blowing, trust, and trustworthiness. We then ask whether some instances of whistle-blowing are morally permissible (and perhaps also morally required), even if it …

A Corporation Has No Soul — The Business Entity Law Response To Challenges To The Ppaca Contraceptive Mandate, Thomas E. Rutledge

William & Mary Business Law Review

The most contentious matter in the implementation of the Patient Protection and Affordable Care Act is not one of health care, but rather one of the law of business organizations. Numerous for-profit business organizations have challenged the portion of the PPACA and its related regulations requiring that group health insurance plans provide, on a no-cost sharing basis, coverage for a variety of procedures and prescription medicines involving contraception and what some describe as “abortificants.” In these suits, the various business ventures and their owners assert that they should be exempt from the requirement of the mandate on the basis that, …

Broker-Dealers, Institutional Investors, And Fiduciary Duty: Much Ado About Nothing?, Lynn Bai

William & Mary Business Law Review

Under the mandate of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the SEC is soliciting public opinions on whether broker-dealers should be subject to a fiduciary duty when advising retail and institutional investors. This Article focuses on the advisability of such a proposal for institutional investors. It shows that, first, a fiduciary duty could potentially enhance broker-dealers’ standard of conduct for only a subset of institutional investors who are well capitalized, capable of assessing risks independently, and acknowledge in writing their nonreliance on broker-dealers’ advice. Thus, the benefit of fiduciary duty is much narrower than what …

Big Questions Travels The World For Answers To Human Need

DePaul Magazine

"Big Questions" is a 13-episode series of stories from around the world that highlights impoverished and stressed communities and those who have come to their aid. The series if based on the question, "What can on person do to change the world?" It was produced cooperatively by four colleges at DePaul--Business, Communication, Liberal Arts and Social Sciences, and Computing and Digital Media, by faculty and students and aired on local PBS stations.

2013 Jobs Act Review & Analysis Of Emerging Growth Company Ipos, Todd Blakeley Skelton

Transactions: The Tennessee Journal of Business Law

In April 2012, the U.S. Congress passed the Jumpstart Our Business Startups Act (the “JOBS Act”) with the goals of expanding access to capital markets and increasing flexibility in capital formation. In short, the JOBS Act eases restrictions imposed by federal securities laws. These laws—primarily the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Sarbanes-Oxley Act of 2002,5 as amended (the “Sarbanes-Oxley Act”), and the Dodd-Frank Wall Street Reform and Consumer Protection Act,6 as amended (the “Dodd-Frank Act”)—are intended to protect both investors and markets.

This article …

Vestigal Literalism In The Interpretation Of Corporate Financing Instruments, Royce De R. Barondes

Transactions: The Tennessee Journal of Business Law

Modernly, one will study the law of contracts as a homogeneous body of law. The conceptualization is helpful in creating an appearance of order, allowing for the development of analytical frameworks. The construct breaks down, however, on detailed inspection. This article provides an illustration by examining aspects of the law governing corporate finance—legal principles at the intersection of the law of contracts and corporation law.

This article examines the application of contract doctrine to corporate financing transactions to a number of ends. First, it illustrates substantial inconsistencies in the application of contract doctrine depending on the subject matter. Principles applied …

The Alien Tort Statute Of 1789 And International Human Rights Violations: Kiobel V. Royal Dutch Petroleum Co., Paula Alexander Becker

New England Journal of Entrepreneurship

Kiobel v. Royal Dutch Petroleum Co. involves an action under the Alien Tort Statute (ATS). The case was brought in the United States, Southern District of New York, by the widow of Dr. Barinem Kiobel, a Nigerian activist and member of the Ogoni tribe, and others for human rights violations committed in the Niger River Delta. Defendants include Royal Dutch Petroleum, Shell Transport and Trading Co., and Shell Petroleum Development Company of Nigeria. Although the human rights violations including murder and torture were allegedly committed by the Nigerian military government, it is claimed that the Royal Dutch Petroleum defendants aided …

Front Matter And Faculty Notes

Transactions: The Tennessee Journal of Business Law

No abstract provided.

The University Of Tennessee College Of Law's Business Law Clinic Continues To Make An Impact For Students, Clients, And The Community, Michael R. Crowder

Transactions: The Tennessee Journal of Business Law

In 1992, the American Bar Association published a report entitled Legal Education and Professional Development – An Educational Consortium (commonly known as the MacCrate Report), and in 2007, the Carnegie Foundation published a report entitled Educating Lawyers: Preparation for the Profession of Law, (known as the Carnegie Report). Both reports made suggestions for improving the immediate usefulness of legal education, and, although published fifteen years apart, both reports essentially advocated the same thing: that legal education should place more of an emphasis on practical skills training in order to increase its usefulness to law graduates and their employers. The disconnect …

When Should Ediscovery Vendors Be Disqualified?, Michael A. Cottone

Transactions: The Tennessee Journal of Business Law

As a general proposition, courts have inherent authority to disqualify parties and their representatives and consultants from participating in litigation. Attorneys, expert witnesses, and litigation consultants may face disqualification motions in the event of a conflict of interest. With the rapid expansion of the eDiscovery industry, however, a new question has arisen: If an eDiscovery vendor has a potential conflict of interest, when should it be disqualified? What standard should apply?

Dysfunction In Contract Drafting: The Causes And A Cure, Kenneth A. Adams

Transactions: The Tennessee Journal of Business Law

The primary task in empirical research is describing the characteristics of whatever it is you’re researching, but usually you also attempt to explain your findings. The skills required for the former task differ from those required for the latter, so it’s not unusual that explanations offered by those who undertake research are superseded by better explanations subsequently offered by others.

That comes to mind on reading The Three and a Half Minute Transaction: Boilerplate and the Limits of Contract Design, by Mitu Gulati, a professor at Duke Law School, and Robert E. Scott, a professor at Columbia Law School. It …

Case Commentaries

Transactions: The Tennessee Journal of Business Law

No abstract provided.

Leveraging Property Tax Growth: Tax Increment Financing In Tennessee, G. Mark Mamantov, Jeffrey A. Oldham, Jordana K. Nelson, James P. Moneyhun Jr.

Transactions: The Tennessee Journal of Business Law

Local economic development officials face the daunting challenge of attracting new businesses and promoting worthy projects in challenging economic times, when every community in the country is prepared to vigorously compete for any new project. As local economic development officials in Tennessee strive to promote their communities, they try to utilize every possible tool in the economic development toolbox to make their location as attractive as possible. At the local level, however, the breadth of incentives in Tennessee is fairly limited, and the mythical toolbox is not very full.

However, one type of incentive that has become a tool frequently …

Abi Commission Testimony November 7, 2013, George W. Kuney

Transactions: The Tennessee Journal of Business Law

There are two areas that I believe should be the focus of Chapter 11 reform: reducing reorganization costs in small to middle-market cases and instituting a uniform structure and process for § 363 sales of substantially all the assets of a debtor. Essentially, I think that the plan process in all cases needs to be streamlined and sped up to decrease transactions costs, and the 363 sale process needs to be slowed down to promote more robust disclosure and exposure of the assets in question to the market.

Judge Rakoff V. The Securities And Exchange Commission: Are "Neither Admit Nor Deny" Settlement Agreements In Securities Cases In The Public Interest?, Daniel T. Hubbell

Transactions: The Tennessee Journal of Business Law

“DPAs [(Deferred Prosecution Agreements)] have had a truly transformative effect on particular companies and, more generally, on corporate culture across the globe,” declared Lanny Breuer, the head of the Criminal Division of the U.S. Department of Justice (DOJ) on September 13, 2012.2 Deferred prosecution agreements (DPAs) and non-prosecution agreements (NPAs) are settlement agreements between a prosecutor and a defendant in which the prosecutor agrees to either defer or forego prosecution in return for the defendant’s cooperation in an ongoing investigation or prosecution, as well as an agreement to comply with the requirements of the settlement. Rather than forcing prosecutors to …

The Impact Of Clean Energy On Economic Growth: An Econometrics Approach, Cheng Zhang

Pepperdine Policy Review

This paper reviews the relationship between economic performance and clean energy using country level data. A combined instrumental variable and fixed-effect regression model is adopted to determine the relationship. By examining data in the past 50 years, we conclude that developing alternative energy will harm GDP growth, but to a relatively small degree. Thus, policymakers can take advantage of alternative energy research and development as a long-term investment that will reduce reliance on traditional energy sources.

Ethics And Market Economic System: A General Review And A Survey, Reza G. Hamzaee

International Journal of Applied Management and Technology

Recent global recession has motivated this predominantly historical and exploratory research of thoughts and perceptions. A continuous planning of governmental correction of any market failure, such as various types of externalities and information asymmetry, has been strongly recommended by the pioneers of free enterprise systems. Capitalism—in which private ownership of means of production, physical capital, human capital, financial capital, brand-name capital, social capital, land, and mineral deposits are all protected by law without implementation of a series of certain evolving ethical standards and principles—may not continue to be the same efficient system as implied to be by the cost-benefit balancing …

Should Courts Do Behavioral Analysis Of Boardroom Conduct?, Dale A. Oesterle

Journal of Business & Technology Law

No abstract provided.

Speculative Tech: The Bitcoin Legal Quagmire & The Need For Legal Innovation, Paul H. Farmer Jr.

Journal of Business & Technology Law

No abstract provided.

Policing The Social Media Water Cooler: Recent Nlrb Decisions Should Make Employers Think Twice Before Terminating An Employee For Comments Posted On Social Media Sites, Eric Raphan, Sean Kirby

Journal of Business & Technology Law

No abstract provided.

Maryland's Social Networking Law: No "Friend" To Employers And Employees, Alexander Borman

Journal of Business & Technology Law

No abstract provided.

Stewardship In The Interests Of Systemic Stakeholders: Re-Conceptualizing The Means And Ends Of Anglo-American Corporate Governance In The Wake Of The Global Financial Crisis, Zhong Xing Tan

Journal of Business & Technology Law

No abstract provided.

In Re Mstg And The Shifting Role Of Litigation-Related Patent Licenses In Reasonable Royalty Rate Determinations, Whitney Levandusky

Journal of Business & Technology Law

No abstract provided.