Open Access. Powered by Scholars. Published by Universities.®
- Keyword
-
- Accountability; Corporate Governance; "Wenze" Accountability; China; Chinese Corporate Governance; Anglo-American Corporate Governance; "Guanxi" (personal connections/ relationships); Cultural Factors and Elements; Cultural Sensitivity; State Owned Enterprises (SOE); Corporate Strategy; Profit Distribution; Decentralization; Hybrid Corporate Governance Model; "Renqing" (reciprocity); Gift Giving; "Mianzi" (face); "Xinren" (trust); Confucianism; G20/OECD's Principles of Corporate Governance; Transparency; Relationology; Cultural Derivatives; Two-Tier Board System; Board Ethics; Information Accuracy; Justification and Explanation Followed by Questioning and Evaluation; Imposition of Consequences; Positive Values; Negative Problems; Harmonious Business Environment (1)
- Articles of incorporation; certificate of incorporation; charter; bylaws; Delaware; English rule; American rule; fee-shifting; fee-shifting provision; frivolous litigation; internal corporate claims; Section 102(f); Section 109(b); shareholder derivative suit; ATP Tour (1)
- Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank); Financial Stability Oversight Council (FSOC); Systemically Important; Non-Bank Companies; General Electric (GE); MetLife (1)
- Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank); Securities and Exchange Commission (SEC); Rulemaking; Dodd-Frank Section 953(b); Administrative Procedure Act (APA); D.C. Circuit Court of Appeals; Pay Ratio disclosure; CEO Compensation; Congress; Soft Pay Cap; Median Compensation; Chevron Deference; Independent Compensation Committee; "Median Employee"; Item 402 of Regulation S-K; Say-on-Pay Votes; Cost of Compliance; De Minimis Exception; Congress; "Name and Blame"; Business Roundtable v. SEC; Chamber of Commerce v. SEC; American Equity Investment Life Insurance Co. v. SEC; "Uncertain Legal Status"; National Association of Manufacturers v. SEC; Arbitrary and Capricious Standard; Amending 953(B) (1)
- Dodd-Frank Wall Street Reform and Consumer Protection Act; Fraud; Hedge Funds; Misappropriation of Assets; Systemic Risk; Financial Systems; Securities Regulation; Institutional Investors; Risk Prevention; Systemic Failure; Long Term Capital Management (LTCM); Retailization; Leveraged Assets; Depository-Custodian; External Independent Valuer; Securities and Exchange Commission (SEC); Defining Hedge Funds; The Alpha; The Securities Act of 1933; The Securities and Exchange Act of 1934; The Investment Company Act of 1940; The Investment Advisers Act of 1940; Bank Runs; Derivatives; Short Selling; Trading Volume; Repo Agreements; Like-Banks Activities; Investor Protection; Scandals; The Sophisticated Investor Doctrine; Pension Funds; Compliance; SEC's Anti-Fraud Rule; SEC's Custody Rule; The International Organization of Securities Commissions (IOSCO) (1)
-
- European Commission; Apple Inc.; EU Member States; Fiscal policies; Tax regulations; General Court of the European Union; U.S. Department of the Treasury; European Community; Harmonization; European Union (EU); EU Single Market; Treaty of the European Union (TFEU); Treaty Establishing the European Community; Organization for Economic and Development (OECD); International Monetary Fund (IMF); Foreign direct investment; Ireland; Google; Facebook; Transfer Pricing Guidelines; Transactional net margin method; transactional profit split; International tax system (1)
- Foreign Investment; Australia; EB-5 Visas; Australia; Foreign Acquistions and Takeover Act 1975; Foreign Investment Review Board; Real estate; United States; Immigration Act of 1990; Targeted Employment Areas; Greencard; Regional Center Program; Australian Taxation Office; Tax; Limited liability corporations citizenship; China; Chinese investors; Immigrant Investor Program; U.S. Treasury Department (1)
- Foreign Tax Credit; I.R.C. § 7701(o); Economic Substance Doctrine; Structuring; Foreign Tax Credit Regime; Tax Abuse; Circuit Split; Bank of New York Mellon Corp. v. Commissioner (1)
- Inc. (MetLife; Systemically Important Financial institutions (SIFI); Enhanced Regulation; U.S. Treasury Department; Fair Hearings; Evidentiary Hearing Procedures; Administrative Procedure Act; MetLife (1)
- Inc. v. Deutscher Tennis Bund (1)
- Inc. v. Financial Stability Oversight Council; Designation Process and Challenges; Insurance Companies; Stress Tests; Judicial Review; Financial Distress; Inconsistent with FSOC Guidance; Right to Discovery; Administrative Procedure Act (APA); Formal Adjudications; Interval Hearing System; "Trial by Surprise"; Right to Appeals; Impartial Panel; Exchaustion; Legislative Reform (1)
- Mutual fund; derivate suit; direct suit; demand; Northstar Financial Advisors Inc. (1)
- Second Circuit; Fifth Circuit; Eighth Circuit; Bright Line Rule; I.R.C. §§ 901-909; Sham Transactions; Subjective Non-Tax Business Purpose; Bank of New York (BNY); Structured Trust Advantaged Repackaged Securities (STARS); Internal Revenue Service (IRS); Barclays Bank PLC; Tax Court; Common Law Doctrine; Gregory v. Helvering; Gilbert v. Commissioner; Frank Lyon Co. v. United States; Health Care and Education Reconciliation Act; Fail Presumption; Bifurcation; Tax Benefits as Profit; Compaq Comput. Corp. & Subsidiaries v. Commissioner; IES Industries v. United States; Congressional Intent; (1)
- Social Capital; Social Network; Board of Directors; Corporate Governance; Director and Board Performance; Independent Directors; Hong Kong; Board Structures; Monitory Function and Liability; OECD Principles of Corporate Governance; Diversity of Views; Sarbanes-Oxley Act; Hong Kong's 2012 Code of Corporate Governance Practices; Definition of "Independent"; Social Capital Theories; "Investment in social Relations with Expected Returns in the Marketplace"; Solidarity Benefits of Closure; Structural Hole theory; Control Advantage; Law and Sociology; Cohesive Model; Minimum Performance Model; "Closeness Centrality"; "Betweenness Centrality"; Normative Implications of Social Capital; Regulatory Technology (RegTech); Stock Exchange of Hong Kong (SEHK); Cheung Kong Holdings (CKH); China Mobile Limited (China Mobile); NodeXL; Family Controlled Firms; State Owned Entities (SOE); Maximum Performance Model; Disintgrated Model (1)
- V. Schwab Investments; independent directors (1)
- Publication
- Publication Type
Articles 1 - 16 of 16
Full-Text Articles in Law
Tax In The World Of Antitrust Enforcement: European Commission’S State Aid Investigations Into Eu Member States’ Tax Rulings, Nina Hrushko
Tax In The World Of Antitrust Enforcement: European Commission’S State Aid Investigations Into Eu Member States’ Tax Rulings, Nina Hrushko
Brooklyn Journal of International Law
In August 2016, after a two-year investigation, the European Commission issued a negative State aid ruling against Ireland, finding that the country had provided illegal tax benefits to Apple Inc. and requesting the government to collect €13 billion in retroactive taxes from the company. This decision sparked a heated debate around the globe about the European Commission’s authority to interfere into the individual EU Member States’ fiscal policies and order retroactive tax recoveries. This Note explores the application of EU State aid rules to tax laws and, in particular, EU Member States’ tax rulings, and discusses the European Commission’s investigations …
Reconceptualizing The Whistleblower's Dilemma, Miriam Baer
Reconceptualizing The Whistleblower's Dilemma, Miriam Baer
Faculty Scholarship
No abstract provided.
Looking To Australia To Overhaul U.S. Foreign Investment In Real Estate, Stephanie L. Kahn
Looking To Australia To Overhaul U.S. Foreign Investment In Real Estate, Stephanie L. Kahn
Brooklyn Journal of International Law
This Note examines the controversy of the EB-5 Immigrant Investor Visa, which was created under the 1990 U.S. Immigration Act. The EB-5 Immigrant Investor Visa was meant to encourage foreign investment in U.S. real estate. Under the EB-5 immigrant visa program, an investor can obtain U.S. permanent residency through the EB-5 category, if the investor fulfills either of the two requirements. After an applicant proves they have met the requirements, the holder of the visa and their immediate family members can begin their paths to citizenship, first through the Greencard program. While created with good intent, the EB-5 visa program …
Too Vast To Succeed, Miriam Baer
Purposive Loyalty, Andrew S. Gold
Financing The Benefit Corporation, Dana Brakman Reiser, Steven A. Dean
Financing The Benefit Corporation, Dana Brakman Reiser, Steven A. Dean
Faculty Scholarship
No abstract provided.
Insider Trading's Legality Problem, Miriam Baer
Insider Trading's Legality Problem, Miriam Baer
Faculty Scholarship
No abstract provided.
Financing The Benefit Corporation, Steven A. Dean, Dana Brakman Reiser
Financing The Benefit Corporation, Steven A. Dean, Dana Brakman Reiser
Faculty Scholarship
No abstract provided.
Delaware’S Ban On Fee-Shifting: A Failed Attempt To Protect Shareholders At The Expense Of Officers And Directors Of Public Corporations, Ryan S. Starstrom
Delaware’S Ban On Fee-Shifting: A Failed Attempt To Protect Shareholders At The Expense Of Officers And Directors Of Public Corporations, Ryan S. Starstrom
Brooklyn Law Review
In 2014, the Delaware Supreme Court issued its opinion in ATP Tour, Inc. v. Deutscher Tennis Bund, which held that non-stock Delaware corporations may validly enact fee-shifting provisions in their bylaws and certificate of incorporation. Subsequently, the Delaware Legislature, fearing that the ATP Tour decision would extend to stock corporations, amended Title 8 of the Delaware Code (DGCL) Sections 102(f) and 109(b). These amendments provide for a blanket prohibition of fee-shifting provisions in a Delaware corporation’s certificate of incorporation or bylaws, respectively, in regard to “internal corporate claims.” Such a prohibition eliminates the possibility for a Delaware corporation to enact …
An Exception To The Derivative Rule: Allowing Mutual Fund Investors To Bring Suits Directly, Jamie D. Kurtz
An Exception To The Derivative Rule: Allowing Mutual Fund Investors To Bring Suits Directly, Jamie D. Kurtz
Brooklyn Law Review
Mutual funds differ greatly from traditional corporations in the way they are formed and operated. Despite these differences, courts apply the same rules for derivative shareholder litigation to both types of entities. While these rules make sense and were mostly created with corporations in mind, courts have generally been unwilling to consider mutual funds’ unique characteristics in determining whether to allow direct litigation from shareholders. This note explores those unique characteristics and the usual policy reasons for requiring derivative litigation. It concludes that in most cases these unique characteristics make a derivative suit nearly impossible to sustain. Further, the normal …
Social Capital Of Directors And Corporate Governance: A Social Network Analysis, Zihan Niu, Christopher Chen
Social Capital Of Directors And Corporate Governance: A Social Network Analysis, Zihan Niu, Christopher Chen
Brooklyn Journal of Corporate, Financial & Commercial Law
This Article examines how a director’s social capital might affect his or her behavior, the board’s performance, and corporate governance, as well as the potential normative implications of the director’s social network. We argue that the quality of board performance could be improved where the social network closure within the board is high and there are many non-redundant contacts beyond the board. Network closure can improve trust and collaboration within a board, while external contacts may benefit a company with more diverse sources of information. Moreover, different network positioning leads to the inequality of social capital for directors. With more …
Accountability In Corporate Governance In China And The Impact Of Guanxi As A Double-Edged Sword, Andrew Keay, Jingchen Zhao
Accountability In Corporate Governance In China And The Impact Of Guanxi As A Double-Edged Sword, Andrew Keay, Jingchen Zhao
Brooklyn Journal of Corporate, Financial & Commercial Law
Accountability is an essential aspect of corporate governance and it has been argued that the “wenze” system of accountability in China comes very close to the accountability systems developed in Anglo-American corporate governance. This Article examines the role of cultural factors, namely guanxi and its derivatives, in corporate governance in China to determine what effect, if any, these cultural factors have on the operation and development of the “wenze” system in large listed companies. The Article specifically considers whether the cultural elements affect accountability, and if so, how and to what extent. It also explores whether these cultural factors are …
From Systemic Risk To Financial Scandals: The Shortcomings Of U.S. Hedge Fund Regulation, Marco Bodellini
From Systemic Risk To Financial Scandals: The Shortcomings Of U.S. Hedge Fund Regulation, Marco Bodellini
Brooklyn Journal of Corporate, Financial & Commercial Law
In the recent past, hedge funds have demonstrated that they can pose and spread systemic risk across the financial markets, and that their managers can use them to commit fraud and misappropriation of fund assets. Even if the first issue now seems to be considered a serious one by the U.S. legislature, which in 2010, as a legislative response to the global financial crisis of 2007-2008, enacted the Dodd-Frank Act Wall Street Reform and Consumer Protection Act (Dodd-Frank), the current regulation still appears inconsistent and inappropriate to prevent and face it. By contrast, the second issue is not always considered …
Putting The Substance Back Into The Economic Substance Doctrine, Nicholas Giordano
Putting The Substance Back Into The Economic Substance Doctrine, Nicholas Giordano
Brooklyn Journal of Corporate, Financial & Commercial Law
The foreign tax credit, which saves U.S. taxpayers from paying both foreign and domestic income taxes on the same income, is critical to facilitating global commerce. However, as savvy taxpayers discover increasingly complicated ways to abuse the foreign tax credit regime through the structuring of business transactions, courts have become increasingly skeptical of the validity of those transactions. Using the economic substance doctrine, a common law doctrine codified in 2010 at I.R.C. § 7701(o), courts will disallow tax benefits stemming from a transaction that is not profitable absent its tax benefits, and which the taxpayer had no incentive to undertake …
Full Disclosure: Moving Beyond Disclosure Regulations To Affirmative Regulation Of Executive Compensation, Christopher Saverino
Full Disclosure: Moving Beyond Disclosure Regulations To Affirmative Regulation Of Executive Compensation, Christopher Saverino
Brooklyn Journal of Corporate, Financial & Commercial Law
In the period following the financial crisis of 2008, Congress passed the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank), which compelled the Securities and Exchange Commission (SEC) to engage in substantial rulemaking. The Dodd-Frank mandate in Section 953(b) required the SEC to promulgate a rule, which it eventually finalized and is currently known as Pay Ratio Disclosure. Historically, SEC rulemaking has received great deference when rules are judicially challenged. However, following the passage of Dodd-Frank, the D.C. Circuit Court of Appeals has begun to grant less deference to SEC rulemaking where it has found that the SEC has …
Challenging Nonbank Sifi Designations: Ge, Metlife, And The Need For Reform, Drita Dokic
Challenging Nonbank Sifi Designations: Ge, Metlife, And The Need For Reform, Drita Dokic
Brooklyn Journal of Corporate, Financial & Commercial Law
The Dodd-Frank Wall Street Reform and Consumer Protection Act created, among other things, the Financial Stability Oversight Council (FSOC), an entity within the U.S. Department of the Treasury tasked with assessing and mitigating financial risk. Financial institutions with over $50 billion in assets are automatically deemed “systemically important.” However, under the Dodd-Frank Act, FSOC has the authority to designate non-bank companies engaged in financial activity as systemically important as well. Once designated as a systemically important financial institution (SIFI), these companies are subject to enhanced regulation and supervision by the Federal Reserve. Because the costs associated with such enhanced regulation …