Other Business Commons^™

The Market-Essential Role Of Corporate Climate Disclosure, George S. Georgiev

Faculty Articles

This Article focuses on capital market efficiency as an often-downplayed legal rationale for mandating corporate climate disclosure, and explores it alongside the notion of investor demand, which has assumed a prominent and, increasingly, contested role in debates on climate disclosure. Because market efficiency (encompassing both securities price accuracy and overall capital market allocative efficiency) is generally unobservable, many commentators have instead emphasized the highly visible investor demand for climate-related disclosure as evidenced by shareholder proposals, voting behavior, stewardship policies, and public statements. Unfortunately, investor demand can be disputed, fairly or unfairly, because investor preferences are heterogeneous, dynamic, and difficult to …

Disclosure Procedure, Andrew K. Jennings

Faculty Articles

Securities disclosure is a human process. Each year, public companies collectively spend over fifteen million hours producing disclosures that undergird an equities market with tens of trillions in market capitalization. The procedures they follow in doing so affect whether their disclosures contain misstatements or omissions—errors that can cause trading losses for investors, and litigation for issuers. Yet despite the importance of the disclosures that firms produce, the literature says little about how they do it, including whether they are spending too much, too little, or just enough on their disclosure procedures. To fill that gap, this Article uses original surveys …

Governing Smart Cities As Knowledge Commons - Introduction, Chapter 1 & Conclusion, Brett M. Frischmann, Michael J. Madison, Madelyn Sanfilippo

Book Chapters

Smart city technology has its value and its place; it isn’t automatically or universally harmful. Urban challenges and opportunities addressed via smart technology demand systematic study, examining general patterns and local variations as smart city practices unfold around the world. Smart cities are complex blends of community governance institutions, social dilemmas that cities face, and dynamic relationships among information and data, technology, and human lives. Some of those blends are more typical and common. Some are more nuanced in specific contexts. This volume uses the Governing Knowledge Commons (GKC) framework to sort out relevant and important distinctions. The framework grounds …

Where The Rainbow Ends: The Hidden Humanitarian Crisis For Members Of The Lgbtqia+ Community In International Business, John R. Krendel

Senior Honors Projects, 2020-current

Before pursuing an international career, members of the LGBTQIA+ community must be aware of the hardship that may be exacerbated by living and working abroad. This study addresses the trends in laws, including employment and anti-discrimination laws, that provide and restrict certain rights of members of the LGBTQIA+ community in eight countries. These nations, both progressive and discriminatory, include the United States, England, Switzerland, Germany, Taiwan, China, the Philippines and Kazakhstan. Eight LGBTQIA+ business professionals spoke on their experiences living and working in each of these countries and provided advice to members of the community wishing to pursue an international …

Data As Labor: Retrofitting Labor Law For The Platform Economy, Eugene K. Kim

Minnesota Journal of Law, Science & Technology

No abstract provided.

Equality Offshore, Martin W. Sybblis

Faculty Articles

Global governance architecture, crafted by wealthy nations, has perpetuated the subordination of developing jurisdictions. The Article offers a novel and surprising analysis of governance tools used by wealthy countries and inter-governmental organizations to constrain offshore financial centers (OFCs) by focusing on the tools’ disparate impacts on tax havens whose populations comprise predominantly Black and Brown people. With tax haven issues garnering increasing attention, this Article provides a pathbreaking conceptual framework for examining the international tax, crime, and business discourse on OFCs. It also illuminates how the actions of powerful international actors, such as the Organization for Economic Cooperation and Development …

Part 4: Virginia's Lawyers Confront Tougher Times, Dragas Center For Economic Analysis And Policy, Old Dominion University

State of the Commonwealth Reports

While movies and television shows portray lawyers as members of high society, with expensive cars and tastes, the reality is grittier. In 2021, more than 90% of law students took out a loan to enable them to pay their costs, and the typical law school graduate owed $165,000 in loans. The crucial point of this report, however, is that significant proportions of law school graduates are destined to be disappointed if they pursue a career in law believing they will earn lots of money. In this chapter, we explore the supply of lawyers in Virginia and whether we are producing …

Stealth Governance: Shareholder Agreements And Private Ordering, Jill E. Fisch

All Faculty Scholarship

Corporate law has embraced private ordering -- tailoring a firm’s corporate governance to meet its individual needs. Firms are increasingly adopting firm-specific governance through dual-class voting structures, forum selection provisions and tailored limitations on the duty of loyalty. Courts have accepted these provisions as consistent with the contractual theory of the firm, and statutes, in many cases, explicitly endorse their use. Commentators too support private ordering for its capacity to facilitate innovation and enhance efficiency.

Private ordering typically occurs through firm-specific charter and bylaw provisions. VC-funded startups, however, frequently use an alternative tool – shareholder agreements. These agreements, which have …

Antitrust Changeup: How A Single Antitrust Reform Could Be A Home Run For Minor League Baseball Players, Jeremy Ulm

Dickinson Law Review (2017-Present)

In 1890, Congress passed the Sherman Antitrust Act to protect competition in the marketplace. Federal antitrust law has developed to prevent businesses from exerting unfair power on their employees and customers. Specifically, the Sherman Act prevents competitors from reaching unreasonable agreements amongst themselves and from monopolizing markets. However, not all industries have these protections.

Historically, federal antitrust law has not governed the “Business of Baseball.” The Supreme Court had the opportunity to apply antitrust law to baseball in Federal Baseball Club, Incorporated v. National League of Professional Baseball Clubs; however, the Court held that the Business of Baseball was not …

Fixing Social Media: Toward A Democratic Digital Commons, Michael Kwet

Markets, Globalization & Development Review

In the past few years, big Social Media networks like Facebook, Twitter, and YouTube have received intense scrutiny from the intellectual classes. This article critiques the dominant strain of criticism, the neo-Brandeisian School of antitrust, for its narrow focus on “regulated competition” as an appropriate means to “fix social media”. This essay calls for a socialist alternative: a democratic social media commons based on free and open source technology, decentralization, and democratic socialist legal solutions. It reviews how existing solutions like the Fediverse and LibreSocial work, and how they may provide answers for a better way forward.

Fiduciary Law And The Preservation Of Trust In Business Relationships, Brian J. Broughman, Elizabeth Pollman, D. Gordon Smith

All Faculty Scholarship

This chapter explores the role of mandatory fiduciary obligations in preserving trust between business parties. Because contracts are inevitably incomplete, after investment there is always a risk of opportunism. While the parties could try to draft a more detailed agreement prohibiting various forms of opportunism, the very act of haggling over such protections may signal distrust, eliciting costly reactions (defensive measures/hedging/lack of intrinsic motivation) in the counterparty. In the absence of fiduciary protections, a vulnerable party may decide to forgo important protections against opportunism, not because such protections are suboptimal or hard to specify ex ante but because bargaining for …

Business Powers Of Attorney For Nebraska Farm And Ranch Business Owners, J. David Aiken

Extension Farm and Ranch Management News

This publication introduces the POA concept and discusses the Nebraska statutory form POA and its limitations. The purpose is to familiarize the reader with POAs, including their use and misuse, so that they can interact more effectively with their attorney in developing a POA, should they need one.

Disclaimer

This information is intended for educational purposes only; it must not be taken as legal advice or as a substitute for legal advice. If you have legal questions about developing and implementing a power of attorney for operating your business should you be unable to do so yourself, contact an …

Coronavirus Food Assistance Program For Livestock Producers, Bradley Lubben

Extension Farm and Ranch Management News

United States Congress and the President have approved multiple phases of COVID-19 assistance to date including the $2.3 trillion CARES (Coronavirus Aid, Relief, and Economic Security) Act passed in March that provides financial support for agricultural producers as a small part of the overall relief.

While agricultural producers and agribusinesses are eligible for two programs administered through the Small Business Administration, including the Paycheck Protection Program (PPP) and Economic Injury Disaster Loans (EIDLs), the primary support for agriculture is coming from USDA through the Coronavirus Food Assistance Program (CFAP). The CARES Act provided $9.5 billion directly to the Secretary of …

Coronavirus Food Assistance Program For Crops Producers, Bradley Lubben

Extension Farm and Ranch Management News

The United States Congress and the President have approved multiple phases of COVID-19 assistance to date including the $2.3 trillion CARES (Coronavirus Aid, Relief, and Economic Security) Act passed in March that provides financial support for agricultural producers as a small part of the overall relief.

While agricultural producers and agribusinesses are eligible for two programs administered through the Small Business Administration, including the Paycheck Protection Program (PPP) and Economic Injury Disaster Loans (EIDLs), the primary support for agriculture is coming from USDA through the Coronavirus Food Assistance Program (CFAP). The CARES Act provided $9.5 billion directly to the Secretary …

Alternatives To High Nebraska Agricultural Land Real Estate Taxes, Part 2 Of 2: Like-Kind Exchange, Austin Duerfeldt

Extension Farm and Ranch Management News

In part one of this series of articles, I touched on the idea that, when holding land as an investment, considering alternatives is important. We discussed the process of selling the ground, paying the capital gains and then investing in alternatives such as stocks. Here in part two, we will continue to consider the question of agricultural land being the correct investment for your portfolio but will take a different alternative approach. Now, we will look at like-kind exchanges.

1031 Like-Kind Exchange

With a 1031 like-kind exchange, we are taking a real property asset and exchanging it for another real …

Advanced Health Care Directives In Nebraska: Health Care Power Of Attorney And Living Wills, J. David Aiken

Extension Farm and Ranch Management News

First paragraph:

During this period of coronavirus pandemic, some Nebraskans may be concerned about how medical decisions will be made for them if they are unable to communicate their wishes to their health care providers themselves. In these circumstances, health care providers will normally consult with the patient’s family members who may be available (spouse, then adult children–consensus, then parents, etc.) If no family members are present, the health care providers will use their best medical judgment in making health care decisions for the patient.

Disclaimer

This information is intended for educational purposes only; it must not be taken as …

Accounting For Ag: Step Up While Passing Down, Austin Duerfeldt

Extension Farm and Ranch Management News

Summary

Through this article, I hope you’ve gained a better understanding of the basics of a step up in basis. A step up in basis can be viewed as an opportune time to sell long held farm ground that appreciated in value, with little to no capital gain issues. It plays a vital role in estate planning. In the individual case of each farmer/rancher, how the step up in basis might work for your operation varies on many specific circumstances. Developing an estate planning team that includes professionals such as an attorney and accountant, as well as, investment and insurance …

Alternatives To High Nebraska Agricultural Land Real Estate Taxes, Part 1 Of 2: Capital Gains And Alternative Investments, Austin Duerfeldt

Extension Farm and Ranch Management News

First paragraph

In Nebraska, most of my conversations about managing agricultural properties, whether rental or production, tend to steer toward real estate taxes at some point. While many counties in Nebraska have seen agricultural land taxes drop slightly since the 2015-2017 period, they are still a significant portion of operational expense. For example, dryland acres in Southeast Nebraska ballpark around $60 an acre. For someone looking to cash rent inherited ground, this becomes a major point of concern when looking for a tenant. If that ground cash rents for $190 an acre, and $60 an acre goes towards real estate …

Assumptions (Mistakes) That Parents Make With Estate Plans, Allan Vyhnalek

Extension Farm and Ranch Management News

Excerpt:

The main take-home message should be that the parents: 1) have a plan and continue to revise that plan from time to time and 2) be sure to think through the unintended consequences of your plan. Hopefully, some of the common assumptions mentioned here can be put into place so that the family does stay together for decades to come.

This is not an exhaustive list of assumptions that can go awry. It is being presented as a place for family thought and discussion to start. For more information go to: http://agecon.unl.edu/succession. There are other articles and video …

Cares Act 2020: Unemployment Insurance And Farmer/Ranchers, Robert Tigner

Extension Farm and Ranch Management News

First paragraph:

Generally, unemployment insurance across the country is managed by state government. Each has different rules, with oversight by the US Department of Labor. The Coronavirus Aid, Relief, and Economic Security Act (CARES) Act made changes to the unemployment coverage for workers and appropriated funds for the changes. The act tasked the Labor Department with writing rules for the changes and it has issued an Unemployment Insurance Letter — UL No. 16-20 — that begins the rulemaking process. This guidance will then be used by Nebraska to implement the CARES Act. This article reviews what is known now with …

Debt Bondage: How Private Collection Agencies Keep The Formerly Incarcerated Tethered To The Criminal Justice System, Bryan L. Adamson

Northwestern Journal of Law & Social Policy

This Article examines the constitutionality of statutes which allow courts to transfer outstanding legal financial obligations to private debt collection agencies. In Washington State, the clerk of courts can transfer the legal financial obligation of a formerly incarcerated person if he or she is only thirty days late making a payment. Upon transfer, the debt collection agencies can assess a “collection fee” of up to 50% of the first $100.000 of the unpaid legal financial obligation, and up to 35% of the unpaid debt over $100,000. This fee becomes part of the LFO debt imposed at sentencing, and like that …

Navigating A Risk-Filled Sea: Insights On How The Law And Insurance Chart A Course By Allocating Liabilities And Creating Incentives, Stephen M. Shapiro

Fordham Journal of Corporate & Financial Law

Risk can be defined as the probability and extent of liability. Risk management involves identifying, evaluating, and minimizing liabilities, which is critical to the success of a wide range of enterprises. Managers often turn to insurance to reallocate risk, and to experts such as surveyors, engineers, attorneys, and accountants to identify and evaluate risks and to advise on how to reduce them. The law also ascertains, allocates, and liquidates liabilities, and affects how insurance reallocates them. Policymakers-both industrial and legal-must be aware of how industry practices, expert services, insurance provisions, and legal structures are intertwined to achieve diverse, and perhaps …

Shareholder Collaboration, Jill E. Fisch, Simone M. Sepe

All Faculty Scholarship

Two models of the firm dominate corporate law. Under the management-power model, decision-making power rests primarily with corporate insiders (officers and directors). The competing shareholder-power model defends increased shareholder power to limit managerial authority. Both models view insiders and shareholders as engaged in a competitive struggle for corporate power in which corporate law functions to promote operational efficiency while limiting managerial agency costs. As scholars and judges continue to debate the appropriate balance of power between shareholders and insiders, corporate practice has moved on. Increasingly, the insider–shareholder dynamic is collaborative, not competitive.

This Article traces the development of insider–shareholder collaboration, …

What’S In Your Wallet (And What Should The Law Do About It?), Natasha Sarin

All Faculty Scholarship

In traditional markets, firms can charge prices that are significantly elevated relative to their costs only if there is a market failure. However, this is not true in a two-sided market (like Amazon, Uber, and Mastercard), where firms often subsidize one side of the market and generate revenue from the other. This means consideration of one side of the market in isolation is problematic. The Court embraced this view in Ohio v. American Express, requiring that anticompetitive harm on one side of a two-sided market be weighed against benefits on the other side.

Legal scholars denounce this decision, which, …

A Looming Pilot Shortage: It Is Time To Revisit Regulations, Christopher L. Caraway

International Journal of Aviation, Aeronautics, and Aerospace

Forecasts predict we will need 790,000 pilots by 2037. This prediction means airlines will need to increase pilot levels by 267%. Finding a solution to this pilot shortage requires the aviation community to address limiting regulatory and other core factors. Many have claimed that 1,500-hour rule and mandatory retirements are critical issues contributing to the pilot shortage. However, the data does not support these claims. Instead, trends in pilot population levels and safety records indicate these regulations are only effecting the demographics of the current pilot population. The shift in the pilot population will harm future airline operations if the …

Private Prisons, Private Governance: Essay On Developments In Private-Sector Resistance To Privatized Immigration Detention, Danielle C. Jefferis

Northwestern Journal of Law & Social Policy

No abstract provided.

Venezuela Undermines Gold Miner Crystallex's Attempts To Recover On Its Icsid Award, Sam Wesson

Loyola of Los Angeles International and Comparative Law Review

No abstract provided.

Análisis Narrativo Del Plan Nacional De Desarrollo 2002-2018 Y Su Influencia En La Consolidación Del Modelo Extractivista En Colombia, Sergio Benavides Reyes, Andrés Julián Gutiérrez Gómez

Economía

Con la política de desarrollo de los últimos 16 años se ha promovido el extractivismo en Colombia con efectos económicos, sociales y ambientales perversos. Por lo tanto, mediante un análisis narrativo de política pública se pretende realizar tres pasos, el primero consiste en develar la línea discursiva de la versión oficial del “desarrollo” como narrativa dominante, como segundo paso se investigaron las narrativas que da voz a las propuestas y alternativas que surgen desde los movimientos subalternos de resistencia, y como tercer y último paso se generó una metarrativa en la cual se contrastan la narrativa dominante y la no …

Adapting To $15: As The Minimum Wage Approaches $15 In Nyc, Business Owners Are Finding Ways To Make It Work, Alexandra Semenova, Sharif Paget

Capstones

This project examines the impact of minimum wage increases across major industries in New York City and State and concludes they have been manageable and even fueled broader economic growth. Since the incremental wage hikes were first signed into law in 2015, data and anecdotal evidence has shown business owners have been able to make it work and many of critics' concerns that the higher labor costs would lead to disemployment have been misplaced. The story provides an in-depth analysis of how restaurant and food establishments, health care and retail employers have adapted to higher labor costs by innovating their …

Law Library Blog (May 2018): Legal Beagle's Blog Archive, Roger Williams University School Of Law

Law Library Newsletters/Blog

No abstract provided.