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Marijuana Business Attorneys And The Professional Deference Standard, Andrew Dixon Feb 2019

Marijuana Business Attorneys And The Professional Deference Standard, Andrew Dixon

Arkansas Law Review

Imagine that you practice as an attorney in the State of Arkansas. A client solicits your advice about opening a marijuana dispensary or cultivation center. The client might want you to assist him in filing a dispensary application with the State. On the other hand, she might want you to negotiate a commercial lease or to provide services to ensure compliance with municipal zoning laws. Although Arkansas voters approved a constitutional amendment permitting medical marijuana sales, you provide a clear warning to your client: possessing, manufacturing, selling, and distributing marijuana remains a federal crime. After these precautions, however, you proceed ...


Corporate Lessons For Public Governance: The Origins And Activities Of The National Budget Committee, 1919–1923, Jesse Tarbert Feb 2019

Corporate Lessons For Public Governance: The Origins And Activities Of The National Budget Committee, 1919–1923, Jesse Tarbert

Seattle University Law Review

There is a peculiar disconnect between the way specialists view the 1920s and the way the decade is understood by non-specialists and the general public. Casual observers tend to view the 1920s as a conservative or reactionary interlude between the watershed reform periods of the Progressive Era and New Deal. Although many scholars have abandoned the traditional view of the 1920s, their work has not yet penetrated the generalizations of non-specialists. Even readers familiar with specialist accounts portraying the New Era as the age of “corporate liberalism” or the “Associative State” tend to view these concepts as just another way ...


Table Of Contents, Seattle University Law Review Feb 2019

Table Of Contents, Seattle University Law Review

Seattle University Law Review

No abstract provided.


Berle X: Berle And His World: An Homage To William W. Bratton, Charles R. T. O'Kelley Feb 2019

Berle X: Berle And His World: An Homage To William W. Bratton, Charles R. T. O'Kelley

Seattle University Law Review

An introduction to the Berle X symposium, honoring William W. (Bill) Bratton.


Made For This Moment: The Enduring Relevance Of Adolf Berle’S Belief In A Global New Deal, Leo E. Strine Jr. Feb 2019

Made For This Moment: The Enduring Relevance Of Adolf Berle’S Belief In A Global New Deal, Leo E. Strine Jr.

Seattle University Law Review

At a time when the insecurity of working people in the United States and Europe is being exploited by nativist forces, the concept of a global New Deal is more relevant than ever. But, instead of a global New Deal, the predominant force in international trade in recent decades has been spreading pre-New Deal, laissez-faire approaches to markets, without extending with equal vigor the regulations essential to providing ordinary people economic security. Adolf Berle recognized that if the economy did not work for all, the worst impulses in humanity could be exploited by demagogues and authoritarians, having seen this first ...


On The Origins Of The Modern Corporation And Private Property, Bernard C. Beaudreau Feb 2019

On The Origins Of The Modern Corporation And Private Property, Bernard C. Beaudreau

Seattle University Law Review

The Modern Corporation and Private Property (MCPP) by Adolf A. Berle Jr. and Gardiner Means, published in 1932, is undisputedly the most influential work ever written in the field of corporate governance. In a nutshell, Berle and Means argued that corporate control had been usurped by a new class of managers, the result of which included (1) shareholder loss of control (a basic property right), (2) questionable corporate objectives and behavior, and (3) the potential breakdown of the market mechanism. In this paper, I examine the origins of MCPP, paying particular attention to the authors’ underlying motives. I argue that ...


Technological And Institutional Crossroads: The Life And Times Of Adolf A. Berle Jr., Bernard C. Beaudreau Feb 2019

Technological And Institutional Crossroads: The Life And Times Of Adolf A. Berle Jr., Bernard C. Beaudreau

Seattle University Law Review

In this paper, I examine the life and times of Adolf A. Berle Jr., perhaps the most influential scholar in the field of corporate governance. Specifically, I examine his contribution in light of the technological and institutional changes that occurred in the late nineteenth century—changes that were germane to his thinking and understanding of corporate governance. I argue that, despite his perspicacity, he failed to appreciate the changing role of corporate officers—that is, from that of fiduciary agent to that of visionary, founder, and essential element in corporate success. Put differently, in the early twentieth century, the key ...


“In Time Of Stress, A Civilization Pauses To Take Stock Of Itself”: Adolf A. Berle And The Modern Corporation From The New Era To 1933, Mark Hendrickson Feb 2019

“In Time Of Stress, A Civilization Pauses To Take Stock Of Itself”: Adolf A. Berle And The Modern Corporation From The New Era To 1933, Mark Hendrickson

Seattle University Law Review

This Article demonstrates three things. First, an examination of Berle’s work and thinking in this critical period reveals the ways in which public problems and the need to “know capitalism,” to borrow a phrase from Mary Furner, converged in the post-WWI era in remarkable and unprecedented ways that would shape New Deal and post-New Deal politics and policy. Berle’s gift for synthesizing evidence and constructing narratives that explained complex events were particularly well suited to this era that prized the expert. Second, identifying a problem and developing a persuasive narrative is one thing, but finding solutions is another ...


Looking Forward In A Failing World: Adolf A. Berle, Jr., The United States, And Global Order In The Interwar Years, Jessica Wang Feb 2019

Looking Forward In A Failing World: Adolf A. Berle, Jr., The United States, And Global Order In The Interwar Years, Jessica Wang

Seattle University Law Review

This essay explores Berle’s understanding of American power and its relationship to global order in the era between the First and Second World Wars. I first survey the history of progressive internationalism in the 1920s in order to situate Berle’s approach to U.S. foreign relations and global affairs, before proceeding to a close examination of Berle’s immediate response to the aftermath of World War I, and then his foreign policy activities as part of the Roosevelt administration in the late 1930s and early 1940s. My analysis focuses in particular on his public efforts to promote a ...


The ‘Berle And Means Corporation’ In Historical Perspective, Eric Hilt Feb 2019

The ‘Berle And Means Corporation’ In Historical Perspective, Eric Hilt

Seattle University Law Review

This Article presents new evidence on the evolution of the business corporation in America and on the emergence of what is commonly termed the “Berle and Means corporation.” Drawing on a wide range of sources, I investigate three major historical claims of The Modern Corporation: that large corporations had displaced small ones by the early twentieth century; that the quasi-public corporations of the 1930s were much larger than the public corporations of the nineteenth century; and that ownership was separated from control to a much greater extent in the 1930s compared to the nineteenth century. I address each of these ...


The Rise And Fall (?) Of The Berle–Means Corporation, Brian R. Cheffins Feb 2019

The Rise And Fall (?) Of The Berle–Means Corporation, Brian R. Cheffins

Seattle University Law Review

This Article forms part of the proceedings of the 10th Annual Berle Symposium (2018), which focused on Adolf Berle and the world he influenced. He and Gardiner Means documented in The Modern Corporation and Private Property (1932) what they said was a separation of ownership and control in major American business enterprises. Berle and Means became sufficiently closely associated with the separation of ownership and control pattern for the large American public firm to be christened subsequently the “Berle–Means corporation.” This Article focuses on the “rise” of the Berle–Means corporation, considering in so doing why ownership became divorced ...


Berle And Corporation Finance: Everything Old Is New Again, Frank Partnoy Feb 2019

Berle And Corporation Finance: Everything Old Is New Again, Frank Partnoy

Seattle University Law Review

In this essay, I want to illustrate how Adolf A. Berle Jr.’s Studies in the Law of Corporation Finance1 was prescient about the kinds of financial innovation that are central to today’s markets. For scholars who are not familiar with this publication, Corporation Finance is a compilation of edited versions of several of Berle’s articles, along with some new material, most of which is focused on 1920s corporate practice. My primary goal here is simply to shine a light on this work and to memorialize for scholars the key passages that echo many of today’s challenges ...


Merrick Dodd And The Great Depression: A Few Historical Corrections, Charles R. T. O'Kelley Feb 2019

Merrick Dodd And The Great Depression: A Few Historical Corrections, Charles R. T. O'Kelley

Seattle University Law Review

Merrick Dodd is remembered primarily for his role as coprotagonist, with Adolf Berle, in the famous Berle–Dodd debate. Dodd’s contribution to that debate—For Whom are Corporate Managers Trustees?—has generally been interpreted as the inspiration for modern stakeholder theory. Berle’s contribution has generally been viewed as the foundation on which shareholder primacy rests. Both of these views have been clarified by the nuanced work of Bratton and Wachter. Oddly, while scholars have devoted a great deal of attention to Berle’s actual life story, there is almost no scholarship that sheds light on Merrick Dodd, the ...


Berle And Means’S The Modern Corporation And Private Property: The Military Roots Of A Stakeholder Model Of Corporate Governance, Andrew Smith, Kevin D. Tennent, Jason Russell Feb 2019

Berle And Means’S The Modern Corporation And Private Property: The Military Roots Of A Stakeholder Model Of Corporate Governance, Andrew Smith, Kevin D. Tennent, Jason Russell

Seattle University Law Review

The Modern Corporation and Private Property by Adolf Berle and Gardiner Means (1932) remains one of the most cited works in management studies. Our paper shows that Berle and Means espoused a stakeholder theory of corporate governance that challenged the then-hegemonic idea that the sole purpose of a corporation is to create value for the shareholders. We argue that Berle and Means’s support for stakeholder theory can be associated with their earlier service in the U.S. military, an organization which then inculcated an ethos of public service in its members. Our paper, which is based on archival research ...


The Modern Corporation And Private Property Revisited: Gardiner Means And The Administered Price, William W. Bratton Feb 2019

The Modern Corporation And Private Property Revisited: Gardiner Means And The Administered Price, William W. Bratton

Seattle University Law Review

This essay casts additional light on The Modern Corporation’s corporatist precincts, shifting attention to the book’s junior coauthor, Gardiner C. Means. Means is accurately remembered as the generator of Book I’s statistical showings—the description of deepening corporate concentration and widening separation of ownership and control. He is otherwise more notable for his absence than his presence in today’s discussions of The Modern Corporation. This essay fills this gap, describing the junior coauthor’s central concern—a theory of administered prices set out in a Ph.D. dissertation Means submitted to the Harvard economics department after ...


Quasi Governments And Inchoate Law: Berle’S Vision Of Limits On Corporate Power, Elizabeth Pollman Feb 2019

Quasi Governments And Inchoate Law: Berle’S Vision Of Limits On Corporate Power, Elizabeth Pollman

Seattle University Law Review

This Berle X Symposium essay gives prominence to distinguished corporate law scholar Adolf A. Berle, Jr. and his key writings of the 1950s and 1960s. Berle is most famous for his work decades earlier, in the 1930s, with Gardiner Means on the topic of the separation of ownership and control, and for his great debate of corporate social responsibility with E. Merrick Dodd. Yet the world was inching closer to our contemporary one in terms of both business and technology in Berle’s later years and his work from this period deserves attention.


“All Lawyers Are Somewhat Suspect”: Adolf A. Berle And The Modern Legal Profession, Harwell Wells Feb 2019

“All Lawyers Are Somewhat Suspect”: Adolf A. Berle And The Modern Legal Profession, Harwell Wells

Seattle University Law Review

Adolf A. Berle was perhaps the preeminent scholar of the modern corporation. He was also an occasional scholar of the modern legal profession. This Article surveys his writings on the legal profession from the 1930s to the 1960s, from the sharp criticisms he leveled at lawyers, particularly corporate lawyers, during the Great Depression, to his sunnier account of the lawyer’s role in the postwar era. I argue that Berle’s views were shaped both by the reformist tradition he inherited from Louis Brandeis and his writings on the corporation, which left him convinced that the fate of the legal ...


Adolf Berle During The New Deal: The Brain Truster As An Intellectual Jobber, Robert B. Thompson Feb 2019

Adolf Berle During The New Deal: The Brain Truster As An Intellectual Jobber, Robert B. Thompson

Seattle University Law Review

Adolf Berle’s ideas have attained a remarkable longevity in corporate law with an influence exceeding that of any other twentieth century law professor. Participants in the now ten Berle symposia often have framed the discussion of his career as an intellectual history, usually built around the powerful transformative effect of The Modern Corporation and Private Property (MCPP). Yet this approach is insufficient to explain large parts of Berle’s professional career, including what Berle did during the twelve years of the Roosevelt Administration that immediately followed MCPP. This Article offers an alternative focus that better accounts for the career ...


Democracy In America At Work: The History Of Labor’S Vote In Corporate Governance, Ewan Mcgaughey Feb 2019

Democracy In America At Work: The History Of Labor’S Vote In Corporate Governance, Ewan Mcgaughey

Seattle University Law Review

Can there be democracy in America at work? The historical division between democracy in politics and hierarchy in the economy is under strain. Hierarchical interests in the economy are shifting their model of power into politics, and yet a commitment to revive the law is resurgent. Central examples are the proposed Accountable Capitalism Act, Reward Work Act, Workplace Democracy Acts, and Employees’ Pension Security Acts. They would create a right for employees to elect 40% of directors on $1 billion company boards, a right for employees to elect one-third of directors on other listed company boards and require one-half employee ...


Collected Lectures And Talks On Corporate Law, Legal Theory, History, Finance, And Governance, William W. Bratton Feb 2019

Collected Lectures And Talks On Corporate Law, Legal Theory, History, Finance, And Governance, William W. Bratton

Seattle University Law Review

A collection of eighteen speeches and lectures, from 2003 to 2018, discussing and expanding on the writings and theories of Adolf Berle and Gardiner Means.


Why Healthcare Companies Should Be(Come) Benefit Corporations, Yaniv Heled, Liza Vertinsky, Cass Brewer Jan 2019

Why Healthcare Companies Should Be(Come) Benefit Corporations, Yaniv Heled, Liza Vertinsky, Cass Brewer

Boston College Law Review

Our healthcare system is broken. Despite spending far more on healthcare per capita than any other country, health outcomes in the United States are relatively poor. There is a pervasive disconnect within the healthcare system between private incentives to develop and provide healthcare products and services and public health needs. Mainstream proposals for how to fix the system have focused on changes in regulation, incentive schemes, consumer behavior, and competition in healthcare markets. All of these proposals share the assumption that the development and provision of healthcare products and services will remain primarily in the hands of traditional corporations and ...


Time To Act: Response To Questions Posed By The Expert Panel On Sustainable Finance On Fiduciary Obligation And Effective Climate-Related Financial Disclosures, Janis P. Sarra, Cynthia Williams Jan 2019

Time To Act: Response To Questions Posed By The Expert Panel On Sustainable Finance On Fiduciary Obligation And Effective Climate-Related Financial Disclosures, Janis P. Sarra, Cynthia Williams

Faculty Publications

While there are numerous strategies to be deployed to move Canada to a financially sustainable future, this study addresses two critically important issues: fiduciary obligation of corporate- and pension-fiduciaries, and national action on environmental, social and governance (“ESG”) financial disclosure, including climate-related financial risk disclosure. The Canadian economy is facing significant challenges and disruptions in the transition to a lower carbon world. Absent clear and innovative steps to ensure our corporations and financial institutions act to address carbon emissions and other environmental, social and governance risks and opportunities, we will be seriously prejudiced in a world that is rapidly moving ...


Navigating Sino-American Business Relationships, Ryan Stenquist Jan 2019

Navigating Sino-American Business Relationships, Ryan Stenquist

Marriott Student Review

Relationships between American and Chinese companies have never been more important or profitable as they are now. With linguistic, moral, governmental, and legal systems developed entirely independent of each other for thousands of years, these relationships also prove the most difficult and complex to navigate. This article explores mistakes foreigners often make while doing business in China, the current environment and culture of joint ventures with native Chinese, and how to succeed in the challenging yet rewarding economy now opening up to the world.


Exploring The Legal Issues Of Blockchain Applications, Nathan Fulmer Jan 2019

Exploring The Legal Issues Of Blockchain Applications, Nathan Fulmer

Akron Law Review

A decade ago, blockchain technology made its mainstream debut with the introduction of Bitcoin, a cryptocurrency that has generated a lot of buzz in the financial sector. Blockchain’s elegantly simple way of securely and reliably recording data gives the technology the power to disrupt multiple industries. Cryptocurrencies and smart contracts are blockchain’s most common applications, but it can be implemented in a variety of ways.

This article examines blockchain’s core characteristics and mechanics as they apply to its common applications like cryptocurrency and smart contracts, as well as other transactional uses. The author presents some of the ...


A New Look At Criminal Liability For Selling Dangerous Vehicles: Lessons From General Motors And Toyota, Steven B. Dow, Nan S. Ellis Jan 2019

A New Look At Criminal Liability For Selling Dangerous Vehicles: Lessons From General Motors And Toyota, Steven B. Dow, Nan S. Ellis

Hastings Business Law Journal

Automobile safety is one of the most serious public health issues facing our country. In addition to the costs in terms of personal injury and death, automobile accidents cost society billions of dollars in lost productivity and medical costs. In 1966, there were over 50,000 deaths from automobile accidents. By 2015, this number had fallen to approximately 35,000 deaths and 2.4 million injuries resulting from automobile accidents. By some measures, this is a remarkable reduction that might lead us to conclude that automobile safety is no longer an important public policy concern. This article argues that automobile ...


Codification Of The Economic Substance Doctrine: Substantive Impact And Unintended Consequences, Rebecca Rosenberg Jan 2019

Codification Of The Economic Substance Doctrine: Substantive Impact And Unintended Consequences, Rebecca Rosenberg

Hastings Business Law Journal

Section 7701(o) of the Internal Revenue Code of 1986 (the “Code”) imports the judicial doctrine of economic substance into statutory language. The economic substance doctrine provides that certain tax benefits can be denied if they go beyond congressional intent, even if all of the literal requirements of the Code and its regulations are met. The doctrine is perpetually controversial and has been the subject of recent litigation. This article argues that codification changed the economic substance doctrine (rather than just copying it into statutory form) and produced unintended consequences, many of which have gone unnoticed. The article analyzes the ...


Bad Behavior: Health Insurance Mega-Mergers, Jacqueline C. Lien Jan 2019

Bad Behavior: Health Insurance Mega-Mergers, Jacqueline C. Lien

Hastings Business Law Journal

2015 marked the beginning of a long battle for two major health insurance companies. On July 3, 2015, health insurance giant and third largest health insurance company by revenue, Aetna, announced that it entered into an agreement to acquire the fifth largest health insurance company, Humana, for $37 billion. Following a similar timeline, on July 24, 2015, second largest, Anthem, negotiated an even bigger merger with Cigna, the fourth largest, for $54.2 billion. Officials from all four companies lauded the benefits of the mergers, stating that the synergies between the respective companies would result in enhanced health care access ...


A Peek Under The Hood: Why Lawmakers Should Strengthen The Current Dmca Exemption For Security And Safety Research Into Car Software, Holden Benon Jan 2019

A Peek Under The Hood: Why Lawmakers Should Strengthen The Current Dmca Exemption For Security And Safety Research Into Car Software, Holden Benon

Hastings Business Law Journal

In the last five years, society has witnessed advancements in automobile technology that Henry Ford himself could not have dreamed. Vehicle software now allows cars to drive themselves; indeed, as of December 2017, close to four dozen vehicle manufacturers have received permits from the California Department of Motor Vehicles for autonomous testing. Many of the advancements in automobile technology involve copyright law, the primary body of law that protects computer source code. Essentially, each line of vehicle source code is protected the same way a film script is protected. Just as camera directions in the script are hidden from movie-goers ...


Competing To Cut Carbon: State Policies, Conflicts With Federally-Regulated Energy Markets, And Recommendations, Arshak Zakarian Jan 2019

Competing To Cut Carbon: State Policies, Conflicts With Federally-Regulated Energy Markets, And Recommendations, Arshak Zakarian

Hastings Business Law Journal

Wholesale power markets currently face challenges from changes in federal regulations and advancements in technology, which have significantly changed the composition of energy generation sources across the United States over the last two decades. States have relied increasingly on policy to increase the presence of clean energy sources in their power mix, such as nuclear energy, due to its reliability and environmental benefits. Natural gas, wind, and solar have seen unprecedented growth in the last five years due to declining fuel source and technology costs. Utilities companies and private companies have invested significantly in infrastructure and technology research, attempting to ...


Rwu Law News: The E-Newsletter Of Roger Williams University School Of Law January 2019, Roger Williams University School Of Law Jan 2019

Rwu Law News: The E-Newsletter Of Roger Williams University School Of Law January 2019, Roger Williams University School Of Law

Life of the Law School (1993- )

No abstract provided.