Business Law, Public Responsibility, and Ethics Commons^™

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 …

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?

Front Matter And Faculty Notes

Transactions: The Tennessee Journal of Business Law

No abstract provided.

Proposed Subordination Provisions For Master Trust Indenture, Taylor K. Wirth

Transactions: The Tennessee Journal of Business Law

No abstract provided.

Legal Form, Style, And Etiquette For Email, George W. Kuney

Transactions: The Tennessee Journal of Business Law

No abstract provided.

Case Commentaries

Transactions: The Tennessee Journal of Business Law

No abstract provided.

A More Realistic Approach To Directors' Duties, Michelle M. Harner

Transactions: The Tennessee Journal of Business Law

No abstract provided.

Willful Blindness, Plausible Deniability, And Tippee Liability: Sac, Steven Cohen, And The Court's Opinion In Dirks, Joan Macleod Heminway

Transactions: The Tennessee Journal of Business Law

No abstract provided.

Using An Interviewing, Counseling, Negotiating, And Drafting Simulation In The First Year Legal Writing Program, Kirsten A. Dauphinais

Transactions: The Tennessee Journal of Business Law

No abstract provided.

The First Year: Integrating Transactional Skills, Lynnise E. Pantin

Transactions: The Tennessee Journal of Business Law

No abstract provided.

Transactional Drafting: Using Law Firm Marketing Materials As A Research Resource For Teaching Drafting, Ted Becker

Transactions: The Tennessee Journal of Business Law

No abstract provided.

A Cultural Revolution: The Demise Of Corporate Culture Through The Whistleblower Bounty Provisions Of The Dodd-Frank Act, Rachel S. Taylor

Transactions: The Tennessee Journal of Business Law

No abstract provided.

2013 Revisions To The Tennessee Business Corporation Act, Trevor Mcelhaney

Transactions: The Tennessee Journal of Business Law

The Tennessee Business Corporation Act, as amended (“TBCA”), is the primary governing authority over the formation and operation of all Tennessee for-profit corporations. The TBCA was enacted in 1986 and became effective on January 1, 1987, replacing the Tennessee General Corporation Act of 1968. The TBCA is codified in sections 48-11-101 through 48-27-103 of the Tennessee Code Annotated.

In general, the TBCA was enacted as an enabling statute and was written to conform to the standards of the Revised Model Business Corporation Act (“MBCA”), which was adopted by the Corporate Law Committee of the Business Section of the American Bar …

Reforms For Hire: The Jobs Act Legislation, James E. Bitter, Todd B. Skelton

Transactions: The Tennessee Journal of Business Law

Just over ten years ago, following corporate and accounting scandals in which investors lost billions of dollars, Congress enacted the Sarbanes-Oxley Act of 2002. Sarbanes-Oxley reformed public accountability reporting standards, raising the costs of compliance. In 2010, following the recent financial crisis, Congress enacted the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). The Dodd-Frank Act further increased market regulation. Sarbanes-Oxley and the Dodd-Frank Act have together worked to stem market participation.

On April 5, 2012, President Barack Obama signed the bipartisan Jumpstart Our Business Startups Act (the “JOBS Act”). The JOBS Act now seeks to ease …

Front Matter

Transactions: The Tennessee Journal of Business Law

No abstract provided.

Business Faculty Notes

Transactions: The Tennessee Journal of Business Law

No abstract provided.

Forward: Reforms For Hire: The Jobs Act Legislation, Joan Macleod Heminway

Transactions: The Tennessee Journal of Business Law

No abstract provided.

Forward: 2013 Revisions To The Tennessee Business Corporations Act, Joan Macleod Heminway

Transactions: The Tennessee Journal of Business Law

No abstract provided.

Determining The Proper Standard For Invalidating Arbitration Agreements Based On High Prohibitive Costs: A Discussion On The Varying Applications Of The Case-By-Case Rule, Richard A. Bales, Mark B. Gerano

Transactions: The Tennessee Journal of Business Law

Arbitration is a common means of resolving commercial disputes. Although arbitration is an attractive alternative to litigation, arbitration can be disadvantageous to a potential plaintiff because of high costs. The United States Supreme Court endorsed a “liberal … policy favoring arbitration agreements” whenever possible. However, a party is often at a disadvantage upon signing an arbitration agreement when little understanding of the agreement’s cost implications exist. Such scenarios can arise when negotiating adhesion contracts or employee handbook agreements, and when they do arise, the question of whether an agreement can be invalidated because of its cost implications must be answered …

In Search Of A Unique Identity: The L3c As A Socially Recognized Brand, Tanya M. Marcum, Eden S. Blair

Transactions: The Tennessee Journal of Business Law

The driving force for the decision to organize a new business venture as a limited liability company (“LLC”) is typically the desire to achieve favorable pass-through income tax treatment, while simultaneously enjoying the protection of limited liability for its owners. As noted by one court, “[t]he allure of the limited liability company is its unique ability to bring together in a single business organization the best features of all other business forms—properly structured, its owners obtain both a corporate-style liability shield and the pass-through tax benefits of a partnership.”

During the twenty-year period between 1977 and 1997, the legal and …

Change We Can Believe In: Comparative Perspectives On The Criminalization Of Corporate Negligence, David Kerem

Transactions: The Tennessee Journal of Business Law

This paper comparatively explores the wisdom of America’s enforcement of federal corporate laws through the disproportionate assignment of criminal penalties at the entity-level. Although federal criminal statutes have long been enforced against individual violators, the vigor with which they are applied pales in comparison to the frequency of entity-level enforcement. This state of affairs has been undoubtedly spurred by the elevated state of mind requirements appended to federal securities statutes, the considerable difficulty of proving individual criminal intent within a fragmented corporate structure, and the availability of entity-level liability doctrine to prosecutors. This has resulted in countless individual violators evading …

Case Commentaries

Transactions: The Tennessee Journal of Business Law

No abstract provided.