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Full-Text Articles in Law
Dancing With The Derivatives Devil: Mutual Funds' Dangerous Liaison With Complex Investment Contracts And The Forgotten Lessons Of 1940, Kelly S. Kibbie
Dancing With The Derivatives Devil: Mutual Funds' Dangerous Liaison With Complex Investment Contracts And The Forgotten Lessons Of 1940, Kelly S. Kibbie
UC Law Business Journal
This Article examines the implications of the drastic increase in the use of complex derivative instruments by mutual funds and the inadequacy of the current statutory and regulatory framework to protect investors. With a series of derivatives disasters and with ninety-four percent of individual mutual fund investors saving for retirementemphasize the need for prompt reform. The 1940 Act was not designed to address complex derivative instruments utilized today and actually prohibits most derivative transactions by mutual funds. Further, the SEC has never engaged in any rulemaking with respect to derivatives transactions by mutual funds. Thus, reforms must be enacted to …
Cloud Computing And State Sales Tax, Tuan Q. Ngo
Cloud Computing And State Sales Tax, Tuan Q. Ngo
UC Law Business Journal
Once a significant source of states’ revenue, the state sales tax systems in state public finance now face formidable challenges. Cloud computing brings to light the inherent flaw in a tax system. While some states have extended their sales taxes to apply to cloud computing services, others have explicitly determined that such services are not taxable. Drawing the distinction between tangible property versus service as the basis for imposing sales tax is no longer a workable framework for cloud computing services. Addressing the systemic problem of the sales tax system requires shedding this outdated paradigm. This Note examines the piecemeal …
Burning Man: A Case Study Of Altruism Thriving In A For-Profit Organizational Form And The Rationales For Llc-To-Nonprofit Conversion, Yuan Ji
UC Law Business Journal
Burning Man is a temporary city of over 50,000 citizens that exists for one week every year in Nevada’s Black Rock Desert. It is best known in popular culture for its celebration of interactive art, gift economy, and ritualistic burning of a large wooden structure in the shape of a man. The case study of Burning Man illustrates that an altruistic, not profit driven, organization can thrive in a for-profit legal form without abandoning its mission. Nevertheless, this article discusses the theories on nonprofit formation and suggests rationales for Burning Man’s conversion to a nonprofit structure. This articlealso makes specific …
Defending Patagonia: Mergers Andacquisitions With Benefit Corporations, J. Haskell Murray
Defending Patagonia: Mergers Andacquisitions With Benefit Corporations, J. Haskell Murray
UC Law Business Journal
The timeliness of financial reporting has been an important topic in the accounting literature for decades. There is a trade-off between the timeliness of reporting and the value of the information being reported. Prior to the advent of the internet, reporting had to be done using print media. However, now that many companies post their annual and quarterly reports on the internet, it is possible to report in a more timely fashion than has previously been possible. The problem is that companies in some countries do not make full use of this disclosure tool. They sometimes take many months to …
Gatekeeping Post-Uniloc: Expert Testimony In Multi-Component Patent Litigation, Erika Mayo
Gatekeeping Post-Uniloc: Expert Testimony In Multi-Component Patent Litigation, Erika Mayo
UC Law Business Journal
In recent years, the Federal Circuit has made an effort to rein in excessive or unfounded patent damages awards. In Uniloc v. Microsoft, the Federal Circuit granted a motion for retrial on the issue of damages, rejecting the validity of plaintiff’s damages expert testimony. This note advocates a broad reading of Uniloc and encourages trial courts to take a greater role in providing juries with sound methodology for assessing damages. Specifically, this article encourages the use of court-appointed damages experts to restore predictability in the U.S. patent system.
The Uncertain Viability Of A Single Member Limited Liability Company As A Choice Of Entity, John A. Pearce Ii, Lya A. Lipin
The Uncertain Viability Of A Single Member Limited Liability Company As A Choice Of Entity, John A. Pearce Ii, Lya A. Lipin
UC Law Business Journal
Single Member Limited Liability Companies (“SMLLC”) play an increasing role in a wide array of transactions—including corporate reorganizations, like-kind exchanges, and asset protection. However, recent legal developments showcase pitfalls and uncertainty associated with utilizing SMLLCs as an operating business entity. Specifically, courts have held that creditors of a SMLLC can go beyond traditional remedies of obtaining a charging order or piercing the corporate veil to satisfy an existing judgment. For owners to take full advantage of the SMLLC form, they need to heed the cautions implicit in recent legal developments and enact operating agreements and bylaws that help preserve control …
To Tax Or Not To Tax, That Is The Question: A Critique Of The United States’ Policy On Taxation Of Servers, Christopher Trester
To Tax Or Not To Tax, That Is The Question: A Critique Of The United States’ Policy On Taxation Of Servers, Christopher Trester
UC Law Business Journal
The international tax authorities are struggling to create an effective scheme to generate revenue from electronic commerce (“e-commerce”). Currently, the United Stateshas no clear policy on the taxation of these transactions, which deters international companies from locating their servers within the United States based on the fear of high tax rates and uncertain results. The United States should adopt a domestic and international policy that focuses on a consumption-based approach to taxing e-commerce. However, the Organization for Economic Co-operation and Development (“OECD”) and several member countries recommend using source-based concept of permanent establishment to tax the transactions based on the …
Occupy Information: The Case For Freedom Of Corporate Information, Roy Peled
Occupy Information: The Case For Freedom Of Corporate Information, Roy Peled
UC Law Business Journal
Demands for oversight over government operations and the desire for citizens to become more engaged in the democratic process had helped usher in the Freedom of Information Act. This Article argues for extending a similar general duty of disclosure requirement to corporations, because corporations hold pertinent information required for democratic participation. This Article examines the justifications for this general duty of disclosure and reviews existing disclosure mechanisms employ by various countries.
Intracorporate Opportunism: Redistributional Compensation And Fixing Underexposed Abuses Of Corporate Wealth, Scott H. Mollet
Intracorporate Opportunism: Redistributional Compensation And Fixing Underexposed Abuses Of Corporate Wealth, Scott H. Mollet
UC Law Business Journal
Changes in government policy significantly affect the value of investments, and in some circumstances, the government may have to provide compensation for losses in investment value. Discussions on whether these losses should be compensated have failed to investigate whether changes to corporate governance policy are similar to the standard model against compensation for policy change. Acorporation combines a variety of economic interests and decisionmakers that permits opportunistic behavior in ways not considered in the compensation debate. This Articlequestions whether the presumption against compensation sufficiently addresses this risk of opportunism due to changes in corporate policy. This Article identifies the potential …
The Timeliness Of Financial Reporting: An Empirical Legal Study Of Russian Banks, Robert W. Mcgee, Yeomin Yoon, Thomas Tarangelo
The Timeliness Of Financial Reporting: An Empirical Legal Study Of Russian Banks, Robert W. Mcgee, Yeomin Yoon, Thomas Tarangelo
UC Law Business Journal
The timeliness of financial reporting has been an important topic in the accounting literature for decades. There is a tradeoff between the timeliness of reporting and the value of the information being reported. Prior to the advent of the Internet, reporting had to be done using print media. However, now that many companies post their annual and quarterly reports on the Internet, it is possible to report in a more timely fashion than has previously been possible. The problem is that companies in some countries do not make full use of this disclosure tool. They sometimes take many months to …
Six Years On And Still Counting: Sifting Through The Mortgage Mess, Robert Hockett
Six Years On And Still Counting: Sifting Through The Mortgage Mess, Robert Hockett
UC Law Business Journal
U.S. primary and secondary real estate and mortgage markets reman one of the principal drags upon economic recovery. Upwards of 12 million new mortgages face foreclosure in the coming six years. The reason for this self-perpetuating slump is exceedingly complex, thanks to the large number of causal factors in play. After identifying the principal interests at stake and the constituencies that hold these interests, this article identifies the impediments thatprevent economic recovery and proposes a solution to remove them. The conclusion reached is that municipalities exercising their eminent domain powers in partnership with investors are best situated to move the …
Avic International A Success: How Regulatory Changes To Cfius Has Limited Political Interference And Empowered Chinese Investors To Obtain A Successful Review, Amrietha Nellan
UC Law Business Journal
Chinese businesses are wary of merging or acquiring United States companies due to a perceived hostile environment. The Committee on Foreign Investment in the United States (“CFIUS”) may deny the transaction or make recommendations to the President to divest a completed deal if a risk is found. After a string of highly public failed CFIUS reviews against Chinese acquirers, the process seemed insurmountable for Chinese investors.The recent success of a Chinese aviation firm, AVIC International, in acquiring a U.S. based aviation companyindicates that the United States is not an impenetrablemarket for Chinese investors. In particular, AVIC International’s use of the …