Law Commons^™

Anonymous Companies, William J. Moon

Faculty Scholarship

Hardly a day goes by without hearing about nefarious activities facilitated by anonymous “shell” companies. Often described as menaces to the financial system, the creation of business entities with no real operations in sun-drenched offshore jurisdictions offering “zero percent” tax rates remains in vogue among business titans, pop stars, multimillionaires, and royals. The trending headlines and academic accounts, however, have paid insufficient attention to the legal uses of anonymous companies that are both ubiquitous and almost infinite in their variations.

This Article identifies privacy as a functional feature of modern business entities by documenting the hidden virtues of anonymous companies—business …

Delaware's Global Competitiveness, William J. Moon

Faculty Scholarship

For about a hundred years, Delaware has been the leading jurisdiction for corporate law in the United States. The state, which deliberately embarked on a mission to build a haven for corporate law in the early twentieth century, now supplies corporate charters to over two thirds of Fortune 500 companies and a growing share of closely held companies. But Delaware’s domestic dominance masks the important and yet underexamined issue of whether Delaware maintains its competitive edge globally.

This Article examines Delaware’s global competitiveness, documenting Delaware’s surprising weakness competing in the emerging international market for corporate charters. It does so principally …

Deciphering Property Insurers’ Indemnification Obligations After Disasters, Pandemics And Business Interruption Losses: An Analysis Of State Supreme Courts And Federal Circuits’ Declaratory Judgments, Willy E. Rice

Journal of Business & Technology Law

No abstract provided.

Who Owns The Blockchain? How Copyright Law Allows Rights Holders To Control Blockchains, Sebastian Pech

Journal of Business & Technology Law

No abstract provided.

Regulating Libra: Will Legal And Regulatory Uncertainty Prevent The Launch Of Facebook’S Cryptocurrency Project?, Amanda Simmons

Journal of Business & Technology Law

No abstract provided.

An “Opportunity” To Invest In A “Rat-Infested” City: The Effects Of President Trump’S Economic Development Plan In Baltimore, Michelle L. Sidle

Journal of Business & Technology Law

No abstract provided.

Cannabis Ip: How Federal Inconsistencies Have Stifled A Budding Industry, Celena Dyal

Journal of Business & Technology Law

No abstract provided.

Regulating The Cyberpunk Reality: Private Body Modification And The Dangers Of ‘Body Hacking’, Zachary Paul Birnbaum

Journal of Business & Technology Law

No abstract provided.

Approaching The Tipping Point For "Public-Private Offerings" : The Current Trajectory Of Rule 506(C), Allen C. Page

Journal of Business & Technology Law

No abstract provided.

Leveraging Corporate Law: A Broader Account Of Delaware’S Competition, Christopher M. Bruner

Maryland Law Review

No abstract provided.

Delaware's Peril, Marcel Kahan

Maryland Law Review

No abstract provided.

State Competition For Corporate Headquarters And Corporate Law: An Empirical Anaylsis, Jens Dammann

Maryland Law Review

No abstract provided.

Not Without Consent: Protecting Consent Rights Against Deliberate Breach, Karen A. Chesley

Maryland Law Review

No abstract provided.

Times They Are A-Changin': When Tech Employees Revolt!, Anat Alon-Beck

Maryland Law Review

No abstract provided.

Obduskey V. Mccarthey & Holthus Llp: Declining To Distinguish Between Judicial And Non-Judicial Foreclosure In Furtherance Of The Fdcpa’S Mission, Moshe Y. Gugenheim

Proxy

No abstract provided.

Detecting Corporate Environmental Cheating, Seema Kakade, Matt Haber

Faculty Scholarship

As evidenced by the Volkswagen diesel emissions scandal, corporations cheat on environmental regulations. Such scandals have created a surge in the academic literature in a wide range of areas, including corporate law, administrative law, and deterrence theory. This article furthers that literature by focusing on one particular area of corporate cheating—the ability to learn of the cheating in the first place. Detecting corporate cheating requires significant information about corporate behavior, activity, and output. Indeed, most agencies have broad statutory authority to collect such information from corporations, through targeted records requests, and inspection. However, authority is different from ability. The corporate …

Delaware's New Competition, William J. Moon

Faculty Scholarship

According to the standard account in American corporate law, states compete to supply corporate law to American corporations, with Delaware dominating the market. This “competition” metaphor in turn informs some of the most important policy debates in American corporate law.

This Article complicates the standard account, introducing foreign nations as emerging lawmakers that compete with American states in the increasingly globalized market for corporate law. In recent decades, entrepreneurial foreign nations in offshore islands have used permissive corporate governance rules and specialized business courts to attract publicly traded American corporations. Aided in part by a select group of private sector …

House Rules: Why Implementing Express Rules Governing Conflicts Of Law Absent Parties Explicit Choice Will Strengthen International Arbitration Tribunals, Saikrishna Srikanth

Journal of Business & Technology Law

No abstract provided.

State Efforts To Create An Inclusive Marijuana Industry In The Shadow Of The Unjust War On Drugs, Mathew Swinburne, Kathleen Hoke

Journal of Business & Technology Law

No abstract provided.

Facial Recognition Technology: Balancing The Benefits And Concerns, Elizabeth Mcclellan

Journal of Business & Technology Law

No abstract provided.

De Facto Shareholder Primacy, Jeff Schwartz

Maryland Law Review

No abstract provided.

Failure To Capture: Why Business Does Not Control The Rulemaking Process, Gabriel Scheffler

Maryland Law Review

No abstract provided.

We Three Kings: Disintermediating Voting At The Index Fund Giants, Caleb N. Griffin

Maryland Law Review

No abstract provided.

Business Law Bulletin, Spring 2019

Business Law Bulletin

No abstract provided.

Regulating Offshore Finance, William J. Moon

Faculty Scholarship

From the Panama Papers to the Paradise Papers, massive document leaks in recent years have exposed trillions of dollars hidden in small offshore jurisdictions. Attracting foreign capital with low tax rates and environments of secrecy, a growing number of offshore jurisdictions have emerged as major financial havens hosting thousands of hedge funds, trusts, banks, and insurance companies.

While the prevailing account has examined offshore financial havens as “tax havens” that facilitate the evasion or avoidance of domestic tax, this Article uncovers how offshore jurisdictions enable corporations to evade domestic regulatory law. Specifically, recent U.S. Supreme Court cases restricting the geographic …

The Perils Of Philanthrocapitalism, Eric Franklin Amarante

Maryland Law Review

For over a century, philosophers, politicians, and sociologists have bemoaned philanthropy’s inherent antidemocratic, paternalistic, and amateuristic aspects. The antidemocratic nature of philanthropy is self-evident: When a wealthy person determines the best way to address a societal problem without the input of either society at large or the intended beneficiaries of the philanthropy, the result is a deficit of democracy. Philanthropy’s amateurism stems from the illogical belief that wealthy individuals ought to address some of the world’s most complex and intransigent problems simply because they successfully amassed a fortune in the private sector. The paternalism critique focuses on the assumption that …

Shawe V. Elting: The Imperfect Sale Of Transperfect Global, Inc., Sarah M. Samaha

Maryland Law Review

No abstract provided.

Business Law Bulletin, Spring 2018

Business Law Bulletin

No abstract provided.

Tax Havens As Producers Of Corporate Law, William J. Moon

Faculty Scholarship

This Review Essay situates Christopher Bruner’s new book, Re-imagining Offshore Finance, within the literature examining the regulation of cross-border finance and highlights its import for thinking about the complicated (and contested) relationship between territorially-configured domestic laws and the increasingly liberal movement of capital. Part I sets out the book’s central thesis. In addition to highlighting Bruner’s novel framework identifying the factors that propel certain small jurisdictions into becoming magnets for cross-border finance, I outline the limits of the framework in accounting for the stability in the overall demand for the commercialization of sovereignty, only one of which is facilitating …

A Glass-Half-Empty Approach To Securities Regulation, Wendy Gerwick Couture

Maryland Law Review

No abstract provided.