Law Commons^™

Alexander S. Glover, Et. Al. V. Georgia Mining Ventures, Llc, Et. Al., Order On Defendants' Motion To Exclude Testimony, Kelly L. Ellerbe

Georgia Business Court Opinions

No abstract provided.

Company.Com, Llc V. Priority Payment Systems, Llc, Order On Motion For Interlocutory Injunction And Motion To Dismiss, John J. Goger

Georgia Business Court Opinions

No abstract provided.

The Impact Of Daos On Corporate Law: An Analysis Of Dao Frameworks And Potential Legal Implications, Rebecca Gonzalez

Featured Student Work

No abstract provided.

Gamestopped: How Robinhood’S Gamestop Trading Halt Reveals The Complexities Of Retail Investor Protection, Neal Newman

Faculty Scholarship

Should brokers have the unfettered right to restrict investor trading? GameStop, a brick-and-mortar video game retailer, had been experiencing declining revenues since 2016. However, GameStop saw its share price climb almost 1000 percent in the span of a one- week period from January 21, 2021 to January 27, 2021 due to retail investors buying significant amounts of GameStop shares during that period. Melvin Capital, a hedge fund, ended up losing billions as they were betting that GameStop shares would lose value instead of increase—a practice referred to as short selling. On January 28, 2021, brokers inexplicably halted trading on GameStop …

Just Following Up: My Experience As A Summer Student Administrator For Osler, Hoskin & Harcourt Llp, Bridget Leslie

SASAH 4th Year Capstone and Other Projects: Publications

In this paper, I reflect on my experience as a Summer Student Administrator for Osler, Hoskin & Harcourt LLP where I acquired skills such as proficiency in various software and data analysis as well as professional communication, confidence, and organization. I applied these skills daily to produce quality work, and I am still applying these skills to my academic and personal life almost a year later. The culminating experience of the summer was presenting my own data analysis to a group of executives, which helped me improve my presentation skills and foster confidence in my own abilities. In addition to …

Alexander S. Glover, Et. Al. V. Georgia Mining Ventures, Llc, Et. Al., Order On Motion To Withdraw Admissions, Kelly Lee Ellerbe

Georgia Business Court Opinions

No abstract provided.

Comments On Federal Trade Commission Non-Compete Ban Proposed Rule, Matter No. P201200, Chaz D. Brooks

Articles in Law Reviews & Other Academic Journals

Within signed law professors and law students submitted this letter to the Federal Trade Commission, writing in their individual capacities, not as agents of their affiliated institutions, in support of the Federal Trade Commission’s proposed rule to ban most non-compete clauses (the “Proposal”) as an unfair method of competition.

This letter offers comments in response to areas where the FTC has requested public comment. To make our views clear, this letter contains the following sections: I. Summary of the Proposal; II. The Commission Should Consider Expanding Its Definition of Non-Compete Clauses to Prevent Employers from Requiring Workers to Quit Before …

Alder Opportunity Lp, Et. Al. V. Cgc Capital Partners, Llc, Et. Al., Order On Pending Motions, Wesley B. Tailor

Georgia Business Court Opinions

No abstract provided.

North Atlanta Vascular Clinic V. Dr. Thomas Matthews, M.D., Order On Cross-Motions For Summary Judgment, Eric A. Richardson

Georgia Business Court Opinions

No abstract provided.

Startup Biases, Jennifer S. Fan

Articles

This Article provides an original descriptive account of bias in the startup context and explains why litigation is eschewed and what happens when it is used as a mechanism to combat bias in the venture capital ecosystem. Further, this Article identifies two particular phenomena in the startup context that exacerbate gender and racial bias. First, homophily—the idea that like attracts like—abounds and has been part of the DNA of venture capital since its inception. The thick networks that developed as venture capital made its way from the East Coast to the West Coast were limited to an elite group that …

Comment On The Fiduciary-Ness Of Business Associations, Brian Krumm

Scholarly Works

No abstract provided.

Galaxy Next Gen. V. Elhert, Order On Counterclaim Plaintiff's Motion To Compel, Kelly Lee Ellerbe

Georgia Business Court Opinions

No abstract provided.

Ahs International, Llc V. Assembly Atlanta, Et. Al., Order On Defendant's Motion For Leave To Amend For Attorney's Fees, Kelly Lee Ellerbe

Georgia Business Court Opinions

No abstract provided.

Tidewater Fleet Supply, Llc V. Jason L. Mccard, Et. Al., Order On Defendant's Motion To Dismiss, Kelly Lee Ellerbe

Georgia Business Court Opinions

No abstract provided.

Greensky, Llc V. Wellness Program Services, Llc Dba Trusii, Et. Al., Order And Judgment, John J. Goger

Georgia Business Court Opinions

No abstract provided.

Galaxy Next Gen. V. Elhert, Order On Counterclaim Defendants' Motion To Dismiss, Kelly Lee Ellerbe

Georgia Business Court Opinions

No abstract provided.

Regulatory Managerialism Inaction: A Case Study Of Bank Regulation And Climate Change, Hilary J. Allen

Articles in Law Reviews & Other Academic Journals

In November of 2029, Hurricane Penelope struck New York City as a category two storm. Work had started on a wall to protect Manhattan from rising sea levels and storm surges, but the work was incomplete, and significant damage to Manhattan real estate was sustained. While almost all that real estate was insured, insurance companies were compromised by the sheer magnitude of the losses. Even with significant federal subsidies, they were unable to meet their full commitments on insurance policies. Some commercial real estate firms, who had never really recovered from the shift to remote working during the Covid pandemic, …

Bernard Parks, Et. Al. V. Kelly King, Et. Al., Ordr On Defendants' Motion For Summary Judgment And Motion To Dismiss, John J. Goger

Georgia Business Court Opinions

No abstract provided.

Galaxy Next Gen. V. Elhert, Order On Discovery Issues, Kelly L. Ellerbe

Georgia Business Court Opinions

No abstract provided.

Alexander S. Glover, Et. Al. Georgia Mining Ventures, Llc, Order On Objection To Subpoena For Deposition, Kelly Lee Ellerbe

Georgia Business Court Opinions

No abstract provided.

Alexander S. Glover, Et. Al. V. Georgia Mining Ventures, Llc, Order On Plaintiff's Motion To Compel And Motion For Contempt, Kelly Lee Ellerbe

Georgia Business Court Opinions

No abstract provided.

Ruby Tuesday, Inc. V. Cede & Co., Et. Al., Order On Remand And Defendant's Motion To Reconsider Sanctions, John J. Goger

Georgia Business Court Opinions

No abstract provided.

101 Lawyers: Attorney Appearances In Twitter V. Musk, Andrew K. Jennings

Faculty Articles

In summer 2022, Twitter sued Elon Musk, the world’s richest person, in Delaware’s Court of Chancery over his refusal to close his agreed-to $44 billion acquisition of the social-media company. Twitter v. Musk had the makings of corporate law’s trial of the century. Leading law firms represented Twitter, Musk, and third parties in a dispute with enormous financial, social, and political implications. In the lead up to trial, however, Musk relented and closed the deal. The corporate trial of the century was a bust, over almost as soon as it began.

But in the meantime, in Twitter’s eighty-six days …

The Future Of The Corporate Form In Income Tax: A Case Study Of Canada, Jinyan Li

All Papers

A corporation is nothing but a piece of paper. And yet, this piece of paper enjoys the status of a person and has an independent identity as a taxpayer (the “separate entity principle”). It can generate tremendous value for its shareholders through tax savings resulted from tax deferral, tax shifting, and tax subsidies. Why does tax law allow such value to exist? Is there any hard line constraining the scope of the tax benefits associated with the corporate form? To what extent can the two pillars (Pillar One and Pillar Two) crush the corporate form? What is the future of …

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 …

The Exit Theory Of Judicial Appraisal, William J. Carney, Keith Sharfman

Faculty Publications

For many years, we and other commentators have observed the problem with allowing judges wide discretion to fashion appraisal awards to dissenting shareholders based on widely divergent, expert valuation evidence submitted by the litigating parties. The results of this discretionary approach to valuation have been to make appraisal litigation less predictable and therefore more costly and likely. While this has been beneficial to professionals who profit from corporate valuation litigation, it has been harmful to shareholders, making deals costlier and less likely to be completed.

In this Article, we propose to end the problem of discretionary judicial valuation by tracing …

International Law In The Boardroom, Kishanthi Parella

Scholarly Articles

Conventional wisdom expects that international law will proceed through a “state pathway” before regulating corporations: it binds national governments that then bind corporations. But recent corporate practices confound this story. American corporations complied with international laws even when the state pathway broke down. This unexpected compliance leads to three questions: How did corporations comply? Why did they do so? Who enforced international law? These questions are important for two reasons. First, many international laws depend on corporate cooperation in order to succeed. Second, the state pathway is not robust, then or now. It is therefore vital to identify alternatives to …

The Sec's Spac Solution, Karen Woody, Lidia Kurganova

Scholarly Articles

The SPAC craze has ebbed and flowed over the past few years, creating fortunes and ruining others. The SEC stepped into the mix in 2022 and proposed rules governing SPACs. The proposed rules artfully balance the interests of investor protection while retaining some of the featured characteristics of SPACs as innovative ways to take companies public. This Article details the history of SPACs, including their benefits and risks, and analyzes the SEC’s proposed rules, arguing that the SEC is well within its Congressional authority to regulate SPACs, and that the proposed rules are both well-tailored and necessary.

Caremark'S Butterfly Effect, Angela N. Aneiros, Karen E. Woody

Scholarly Articles

In 1996, the Delaware Court of Chancery detailed the minimum standard for corporate boards of directors (“board”) with regard to corporate compliance programs and monitoring protocols. The landmark Caremark decision held that directors would not face liability for a breach of fiduciary duties unless they failed to implement a system of controls and compliance, or knowingly failed to monitor that system. In order to bring a successful Caremark claim, plaintiffs must prove that the board operated in bad faith by failing to exercise oversight in a sustained or systemic way. The Delaware Court of Chancery opinion noted that the theory …

Women In Shareholder Activism, Sarah C. Haan

Scholarly Articles

Even a cursory review of the history of American environmental, social, and corporate governance (ESG) shareholder activism reveals the presence of women leaders. This Article sketches some of this history and interrogates the role of women in the shareholder activism movement. That movement typically has involved claims by minority shareholders to corporate power; activists are nearly always on the margins of power, though minority shareholders may, collectively, represent a majority interest. This Article ascribes women’s leadership in shareholder activism to their longstanding position as outsiders to corporate organization. Women’s participation in shaping corporate policy—even from the margins—has provided women with …