Business Commons^™

The Challenge Of Regulatory Excellence, Cary Coglianese

All Faculty Scholarship

Regulation is a high-stakes enterprise marked by tremendous challenges and relentless public pressure. Regulators are expected to protect the public from harms associated with economic activity and technological change without unduly impeding economic growth or efficiency. Regulators today also face new demands, such as adapting to rapidly changing and complex financial instruments, the emergence of the sharing economy, and the potential hazards of synthetic biology and other innovations. Faced with these challenges, regulators need a lodestar for what constitutes high-quality regulation and guidance on how to improve their organizations’ performance. In the book Achieving Regulatory Excellence, leading regulatory experts …

Protecting One's Own Privacy In A Big Data Economy, Anita L. Allen

All Faculty Scholarship

Big Data is the vast quantities of information amenable to large-scale collection, storage, and analysis. Using such data, companies and researchers can deploy complex algorithms and artificial intelligence technologies to reveal otherwise unascertained patterns, links, behaviors, trends, identities, and practical knowledge. The information that comprises Big Data arises from government and business practices, consumer transactions, and the digital applications sometimes referred to as the “Internet of Things.” Individuals invisibly contribute to Big Data whenever they live digital lifestyles or otherwise participate in the digital economy, such as when they shop with a credit card, get treated at a hospital, apply …

Hedge Fund Activism, Poison Pills, And The Jurisprudence Of Threat, William W. Bratton

All Faculty Scholarship

This chapter reviews the single high profile case in which twentieth century antitakeover law has come to bear on management defense against a twenty-first century activist challenge—the Delaware Court of Chancery’s decision to sustain a low-threshold poison pill deployed against an activist in Third Point LLC v. Ruprecht. The decision implicated an important policy question: whether a twentieth century doctrine keyed to hostile takeovers and control transfers appropriately can be brought to bear in a twenty-first century governance context in which the challenger eschews control transfer and instead makes aggressive use of the shareholder franchise. Resolution of the question …

Antitrust Balancing, Herbert J. Hovenkamp

All Faculty Scholarship

Antitrust litigation often confronts situations where effects point in both directions. Judges sometimes describe the process of evaluating these factors as “balancing.” In its e-Books decision the Second Circuit believed that the need to balance is what justifies application of the rule of reason. In Microsoft the D.C. Circuit stated that “courts routinely apply a…balancing approach” under which “the plaintiff must demonstrate that the anticompetitive harm…outweighs the procompetitive benefit.” But then it decided the case without balancing anything.

The term “balancing” is a very poor label for what courts actually do in these cases. Balancing requires that two offsetting effects …

Antitrust And Information Technologies, Herbert J. Hovenkamp

All Faculty Scholarship

Technological change strongly affects the use of information to facilitate anticompetitive practices. The effects result mainly from digitization and the many products and processes that it enables. These technologies of information also account for a significant portion of the difficulties that antitrust law encounters when its addresses intellectual property rights. In addition, changes in the technologies of information affect the structures of certain products, in the process either increasing or decreasing the potential for competitive harm.

For example, digital technology affects the way firms exercise market power, but it also imposes serious measurement difficulties. The digital revolution has occurred in …

The Insurability Of Claims For Restitution, Christiopher C. French

University of Pennsylvania Journal of Business Law

No abstract provided.

The Manner In Which Corporate Law And Financial Regulations Are Made, Supawich Sirikanchana, Sharareh Zand

Comparative Corporate Governance and Financial Regulation

No abstract provided.

Notable Governance Failures: Enron, Siemens And Beyond, Michael Primbs, Clara Wang

Comparative Corporate Governance and Financial Regulation

No abstract provided.

Executive Compensation, Moritz Reinhard, Daniel Velazquez Escobar

Comparative Corporate Governance and Financial Regulation

No abstract provided.

The Role Of Private Litigation, Benedict Heil, Benjamin Lee

Comparative Corporate Governance and Financial Regulation

No abstract provided.

Executive Compensation: Mannesmann V. Disney - A Case Study, Do Hee Jeong, Maurice Weidhaas

Comparative Corporate Governance and Financial Regulation

No abstract provided.

Gender Diversity On Corporate Boards: The Competing Perspectives In The U.S. And The Eu, Tyler Winters, Madhuri Jacobs-Sharma

Comparative Corporate Governance and Financial Regulation

No abstract provided.

Telecommunications: Competition Policy In The Telecommunications Space, Gene Kimmelman, Maureen K. Ohlhausen, Michael O’Rielly, Christopher S. Yoo, Stephen F. Williams

All Faculty Scholarship

In today’s rapidly evolving telecommunications landscape, the development of new technologies and distribution platforms are driving innovation and growth at a breakneck speed across the Internet ecosystem. Broadband connectivity is increasingly important to our civil discourse, our economy, and our future. What is the proper role of government in facilitating robust investment and competition in this critical sector? When technology companies constantly have to reinvent themselves and adapt to survive – what role should government play? This panel of experts at the Federalist Society’s 2014 National Lawyers Convention discussed the current regulatory environment and how government policies – particularly regarding …

Servants Of Two Masters? The Feigned Hysteria Over Activist-Paid Directors, Yaron Nili

University of Pennsylvania Journal of Business Law

No abstract provided.

Regulating Merchants Of Liquidity: Market Making From Crowded Floors To High-Frequency Trading, Stanislav Dolgopolov

University of Pennsylvania Journal of Business Law

No abstract provided.

The Intrinsic Flaw In Taxation Impeding Tax Compliance, Limor Riza

University of Pennsylvania Journal of Business Law

No abstract provided.

Bargaining For Accommodations, Stacy A. Hickox

University of Pennsylvania Journal of Business Law

No abstract provided.

Copyright And Good Faith Purchasers, Shyamkrishna Balganesh

All Faculty Scholarship

Good faith purchasers for value — individuals who unknowingly and in good faith purchase property from a seller whose own actions in obtaining the property are of questionable legality — have long obtained special protection under the common law. Despite the seller’s own actions being tainted, such purchasers obtain valid title themselves and are allowed to freely alienate the property without any restriction. Modern copyright law, however, does just the opposite. Individuals who unknowingly and in good faith purchase property embodying an unauthorized copy of a protected work are altogether precluded from subsequently alienating such property, or risk running afoul …

Of Property And Information, Abraham Bell, Gideon Parchomovsky

All Faculty Scholarship

The property-information interface is perhaps the most crucial and under-theorized dimension of property law. Information about property can make or break property rights. Information about assets and property rights can dramatically enhance the value of ownership. Conversely, dearth of information can significantly reduce the benefit associated with ownership. It is surprising, therefore, that contemporary property theorists do not engage in sustained analysis of the property-information interface and in particular of registries — the repositories of information about property.

Once, things were different. In the past, discussions of registries used to be a core topic in property classes and a focal …

Optimizing Government For An Optimizing Economy, Cary Coglianese

All Faculty Scholarship

Much entrepreneurial growth in the United States today emanates from technological advances that optimize through contextualization. Innovations as varied as Airbnb and Uber, fintech firms and precision medicine, are transforming major sectors in the economy by customizing goods and services as well as refining matches between available resources and interested buyers. The technological advances that make up the optimizing economy create new challenges for government oversight of the economy. Traditionally, government has overseen economic activity through general regulations that aim to treat all individuals equally; however, in the optimizing economy, business is moving in the direction of greater individualization, not …

Family Ties: Salman And The Scope Of Insider Trading, Jill E. Fisch

All Faculty Scholarship

On October 5, 2016, the Supreme Court heard oral argument in Salman v. United States. Salman raises questions about the scope of insider trading liability for tippees under the personal benefit test previously articulated in Dirks v. SEC. Some critics have argued the Second Circuit’s decision last year in United States v. Newman demonstrates that the personal benefit test is unduly restrictive and should be reconsidered. Salman offers an opportunity for the Supreme Court to do so.

This essay argues that Salman does not require the Court to reexamine the parameters of insider trading liability. Instead, the Court can …

Interpreting The Anti-Retaliation Provision Of The Dodd-Frank Act, Zizi Petkova

University of Pennsylvania Journal of Business Law

No abstract provided.

Fixing Lawyers’ Mistakes: The Court’S Role In Administering Delaware’S Corporate Statute, John W. Noble

University of Pennsylvania Journal of Business Law

No abstract provided.

Recovery Of Damages For Lost Profits: The Historical Development, Robert M. Lloyd, Nicholas J. Chase

University of Pennsylvania Journal of Business Law

No abstract provided.

The Cuba Conundrum: Corporate Governance And Compliance Challenges For U.S. Publicly-Traded Companies, Marcia Narine

University of Pennsylvania Journal of Business Law

No abstract provided.

Specialized Juries For Patent Cases: An Empirical Proposal, Joshua L. Sohn

University of Pennsylvania Journal of Business Law

No abstract provided.

Shareholder Exit Signs On American And European Highways: Under Construction, Raluca Papadima, Mihaela Gherghe, Radu Văleanu

University of Pennsylvania Journal of Business Law

No abstract provided.

Regulating The Moneychangers, Jerry Markham

University of Pennsylvania Journal of Business Law

No abstract provided.

Social Enterprise Governance, Alina S. Ball

University of Pennsylvania Journal of Business Law

No abstract provided.

Sanctionable Practices At The World Bank: Interpretation And Enforcement, Michael S. Diamant, Christopher W.H. Sullivan, Jason H. Smith

University of Pennsylvania Journal of Business Law

No abstract provided.