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Articles 1 - 25 of 25
Full-Text Articles in Law
Cross-Border Data Transfers: A Balancing Act Through Federal Law, Joshua M. Wilson
Cross-Border Data Transfers: A Balancing Act Through Federal Law, Joshua M. Wilson
The Business, Entrepreneurship & Tax Law Review
Throughout the digital age, corporations have collected, used, and stored individuals’ digital information to efficiently market to consumers and expand their business. In fact, not only do retail companies rely on data, but also farmers, financial institutions, health services, and other businesses heavily depend on one’s in-formation. Despite the importance and necessity of data, the U.S. has failed to establish a comprehensive federal law addressing data issues. Many countries with developed or developing economies, however, have established laws related to data, a company’s usage of such data, and other data-related issues. A key obstacle plaguing U.S. businesses in terms of …
It's None Of Your Business: State Regulation Of Tribal Business Undermines Sovereignty And Justice, Robin M. Rotman, Sam J. Carter
It's None Of Your Business: State Regulation Of Tribal Business Undermines Sovereignty And Justice, Robin M. Rotman, Sam J. Carter
Faculty Publications
The U.S. Constitution grants the federal government plenary power over American Indian affairs, yet states are increasingly attempting to assert regulatory and tax jurisdiction over tribal businesses. This overreach threatens tribal sovereignty and contravenes the terms of treaties entered between the United States and American Indian tribes. This Article begins by examining the legal foundations of federal, state, and tribal relations. It then examines recent cases across four business sectors - gaming, tobacco sales, petroleum sales, and online lending - in order to illustrate the pervasive jurisdictional challenges faced by courts in cases involving tribal businesses. This Article offers three …
Getting Their Fix: Doctor's Dependency On Big Pharma, Larissa Tiller
Getting Their Fix: Doctor's Dependency On Big Pharma, Larissa Tiller
The Business, Entrepreneurship & Tax Law Review
Section 6002 of the Affordable Care Act, also known as the “Sunshine Act,” was intended to stop corrupt practices within the medical community by requiring pharmaceutical and medical device manufacturers to disclose all transfers of value of a certain amount made between them and physicians. This article suggests that the better solution to stopping corrupt practices is to ban some transfers all together.
The New Blame Game: How Airbnb Has Been Mis-Regulated As The Scapegoat For Century-Old Problems, Kenyon Briggs
The New Blame Game: How Airbnb Has Been Mis-Regulated As The Scapegoat For Century-Old Problems, Kenyon Briggs
The Business, Entrepreneurship & Tax Law Review
Mis-regulation occurs when regulation does not fix the problem it was enacted to solve. This article first looks at what sort of issues regulation is capable of fixing. After that, a regulatory framework is provided that urges policymakers to only enact regulation that provides the greatest net benefit for all involved. In the case of Airbnb, two-way reputational mechanisms — the ability to rate the other party, usually through a public “five-star” rating system — has solved most of the problems regulation is capable of curing. Then, the article analyzes the current anti-Airbnb laws in New York City and San …
Overtime Overruled: Why The New Department Of Labor Overtime Regulations Should Not Go Into Effect, Morgan Westhues
Overtime Overruled: Why The New Department Of Labor Overtime Regulations Should Not Go Into Effect, Morgan Westhues
The Business, Entrepreneurship & Tax Law Review
The United States Department of Labor recently revised its overtime regulations for white collar workers to keep up with the changing economy and inflation. While the salary level for who can receive overtime pay needs to be elevated, the proposed elevation to the salary level under the Obama Administration is too drastic. The proposed overtime regulations essentially double the current salary level for overtime eligibility. This drastic increase is already having negative effects on employees, even though it has not yet gone into effect. To prepare for the new regulations to take effect, employers have begun to find ways around …
You Down With Mwbe? Yeah You Know Me: A Summary Of The Mbe, Wbe, And Dbe Programs In The State Of Missouri, Shomari Benton, David Lloyd
You Down With Mwbe? Yeah You Know Me: A Summary Of The Mbe, Wbe, And Dbe Programs In The State Of Missouri, Shomari Benton, David Lloyd
The Business, Entrepreneurship & Tax Law Review
The State of Missouri and Missouri municipalities want to encourage minority and women owned businesses in their communities. The governments have created formalized programs to utilize these businesses. The purpose of these programs is to increase participation of women, minority, and other historically disadvantaged businesses in government related contracts. To bid upon or enter into government related contracts, minority, women, and other historically disadvantaged groups must apply for and receive program certification by different government entities. The certification application and process can be confusing, time consuming, and costly. But with guidance, can be navigated and be beneficial to minority and …
Information Rights — A Survey, Allen Sparkman
Information Rights — A Survey, Allen Sparkman
The Business, Entrepreneurship & Tax Law Review
This paper traces the development of the rights of owners of entities to examine and copy the entity’s books and records. The paper then surveys the current state of the law for corporations, limited liability companies, limited partnerships, and partnerships and makes recommendations.
Employees Beware: How Sb 43 Takes Missouri Anti-Discrimination Law Too Far, Emily Crane
Employees Beware: How Sb 43 Takes Missouri Anti-Discrimination Law Too Far, Emily Crane
The Business, Entrepreneurship & Tax Law Review
SB 43 passed through the Missouri Legislature and was signed into law by Governor Eric Greitens on June 30, 2017. Ostensibly intended to bring Missouri’s anti-discrimination law in line with analogous federal law, SB 43 amended the Missouri Human Rights Act and thereby improperly increased the legal burden on employment discrimination plaintiffs. This article examines the causation standards under Title VII of the Civil Rights Act of 1964 and the Americans with Disabilities Act and contrasts those with the newly-amended Missouri Human Rights Act to demonstrate just how far Missouri law has gone. In so doing, this article ultimately concludes …
Solving The Corporate Inversion Phenomenon: An Exercise In Free Market Patriotism, Protectionism Through Faciliation, Brian Thompson
Solving The Corporate Inversion Phenomenon: An Exercise In Free Market Patriotism, Protectionism Through Faciliation, Brian Thompson
The Business, Entrepreneurship & Tax Law Review
The United States government grapples with the right solution to deter corporations from inverting abroad. A corporation’s decision to invert is made in the interest of its shareholders, including many who are United States citizens. However, many have called inverting corporations unpatriotic, traders, and cheaters. These labels shift the blame to an easy scapegoat. In order to quell this recent phenomenon, the United States government must move beyond rhetoric and reevaluate the cause of the exodus. Politicians have no one to blame but themselves and the outdated corporate policy they have left in place. Heavyhanded government policies to punish corporations …
Getting To Guilty: The Necessary Shift To Individual Accountability For Corporate Wrongdoing, Paige Wheeler
Getting To Guilty: The Necessary Shift To Individual Accountability For Corporate Wrongdoing, Paige Wheeler
The Business, Entrepreneurship & Tax Law Review
In September of 2015, Deputy Attorney General, Sally Yates, declared that the Department of Justice would shift its focus to pursuing individual accountability for cases of corporate wrongdoing, This shift reflects a change in directives, as the Department of Justice commonly resolved cases of corporate wrongdoing through the companies themselves prior to what is now commonly known as the Yates Memorandum. The Yates Memorandum centers on the conclusion that one of the most successful ways to tackle corporate misconduct is by making sure that the individuals who are committing the wrongdoing are held accountable for their actions. The Yates Memorandum …
An American Football Team In London: How Tax Consequences For International Athletes Could Affect The Success Of A Potential Nfl Franchise In London, Brett Smith
The Business, Entrepreneurship & Tax Law Review
Although the NFL has not announced any definite plans to place a team in London, it has taken significant steps in that direction. By 2022, it could be a reality. As the laws in the U.S. and U.K. currently stand, NFL athletes playing for a team in London would face more income taxes than if they played for a U.S.-based team. The extra tax liability the players would face in the U.K. could prevent players from signing with the London team. If the London franchise struggles to field talent, it will struggle on the field as well. Without reform in …
Let Me In: The Right Of Access To Business Disputes Conducted In State Courts, David W. Brown
Let Me In: The Right Of Access To Business Disputes Conducted In State Courts, David W. Brown
Journal of Dispute Resolution
After examining the history of the First Amendment right of access to civil proceedings, this note will analyze how the two-pronged historical test applies to arbitrations conducted in a state court. The prongs of the test — experience and logic — provide the framework for the analysis conducted in this note.6 This note argues the analysis conducted in Strine was the correct approach, and suggests the implementation of Sunshine Laws similar to those in other states as a constitutionally permissible alternative that would satisfy the holding in Strine.
Sentencing High-Loss Corporate Insider Frauds After Booker, Frank O. Bowman Iii
Sentencing High-Loss Corporate Insider Frauds After Booker, Frank O. Bowman Iii
Faculty Publications
The Federal Sentencing Guidelines have for some years prescribed substantial sentences for high-level corporate officials convicted of large frauds. Guidelines sentences for offenders of this type moved higher in 2001 with the passage of the Economic Crime Package amendments to the Guidelines, and higher still in the wake of the Sarbanes-Oxley Act of 2002. Today, any corporate insider convicted of even a moderately high-loss fraud is facing a guideline range measured in decades, or perhaps even mandatory life imprisonment. Successful sentencing advocacy on behalf of such defendants requires convincing the court to impose a sentence outside (in many cases, far …
The Model Federal Sentencing Guidelines Project: Adjustments For Guilty Pleas And Cooperation With The Government, Model Sentencing Guidelines §3.7 - 3.8, Frank O. Bowman Iii
The Model Federal Sentencing Guidelines Project: Adjustments For Guilty Pleas And Cooperation With The Government, Model Sentencing Guidelines §3.7 - 3.8, Frank O. Bowman Iii
Faculty Publications
This Article is the tenth of twelve parts of a set of Model Federal Sentencing Guidelines designed to illustrate the feasibility and advantages of a simplified approach to federal sentencing proposed by the Constitution Project Sentencing Initiative. The Model Sentencing Guidelines and the Constitution Project report are all to be published in Volume 18, Number 5 of the Federal Sentencing Reporter. The project is described in an essay titled 'Tis a Gift To Be Simple: A Model Reform of the Federal Sentencing Guidelines, available on SSRN at http://ssrn.com/abstract=927929. This segment of the project contains rules addressing cases in which the …
Rejecting The Marie Antoinette Paradigm Of Prejudgment Interest, Royce De R. Barondes
Rejecting The Marie Antoinette Paradigm Of Prejudgment Interest, Royce De R. Barondes
Faculty Publications
This paper examines principles for properly computing prejudgment interest by examining the impact on different corporate constituencies. This paper concludes that prejudgment interest at a promisor's cost of funds can undercompensate promisees, by shifting value from the promisee's equityholders to its creditors through a forced investment that decreases the risk of the promisee's portfolio of assets.
Drifting Down The Dnieper With Prince Potemkin: Some Skeptical Reflections About The Place Of Compliance Programs In Federal Criminal Sentencing (Symposium), Frank O. Bowman Iii
Drifting Down The Dnieper With Prince Potemkin: Some Skeptical Reflections About The Place Of Compliance Programs In Federal Criminal Sentencing (Symposium), Frank O. Bowman Iii
Faculty Publications
This Article explains how the federal organizational sentencing guidelines work and how they have created incentives for businesses to set up compliance programs. It then considers the paucity of evidence that compliance programs actually prevent the occurrence of corporate crime. It also questions whether investments in compliance programs make sense even for companies caught in a federal criminal investigation. There is little evidence that compliance programs have any significant effect on the likelihood that federal prosecutors will file criminal charges in the first instance. Even more surprisingly, examination of U.S. Sentencing Commission statistics reveals that the compliance program movement seems …
Using "Norms" To Change International Law: Un Human Rights Laws Sneaking In Through The Back Door, Troy A. Rule
Using "Norms" To Change International Law: Un Human Rights Laws Sneaking In Through The Back Door, Troy A. Rule
Faculty Publications
For decades, multinational businesses have self-regulated their operations with respect to human rights, largely unfettered by international law. In recent years, however, human rights groups have advocated that the United Nations (“UN”) create clear legal obligations for multinationals respecting their human rights-related conduct. At least partly due to the substantial burden such obligations could place on international businesses, these efforts by human rights proponents have proven largely fruitless--until now.On August 13, 2003, the UN Sub-commission on the Promotion and Protection of Human Rights adopted the Norms on the Responsibilities of Transnational Corporations and Other Business Enterprises with Regard to Human …
Pour Encourager Les Autres? The Curious History And Distressing Implications Of The Criminal Provisions Of The Sarbanes-Oxley Act And The Sentencing Guidelines Amendments That Followed, Frank O. Bowman Iii
Pour Encourager Les Autres? The Curious History And Distressing Implications Of The Criminal Provisions Of The Sarbanes-Oxley Act And The Sentencing Guidelines Amendments That Followed, Frank O. Bowman Iii
Faculty Publications
This Article presents a legislative history of the Sarbanes-Oxley Act and the subsequent amendments to the U.S. Sentencing Guidelines. It explains the surprising interaction between the civil and criminal provisions of Sarbanes-Oxley. The Article also provides a dramatic and detailed account of the interplay of political interests and agendas that ultimately led to large sentence increases for serious corporate criminals and blanket sentence increases for virtually all federal fraud defendants. The tale illuminates the substance of the new legislation and sentencing rules, but is more broadly instructive regarding the distribution of power over criminal sentencing between the three branches and …
A Challenge To The Rationale For General Economic Crime Sentence Increases Following Sarbanes-Oxley, Frank O. Bowman Iii
A Challenge To The Rationale For General Economic Crime Sentence Increases Following Sarbanes-Oxley, Frank O. Bowman Iii
Faculty Publications
I am writing in response to the Commission's request for comment published in the Federal Register on January 17, 2003. I will address the question of whether the base offense level and/or the loss table of U.S.S.G. § 2B1.1 should be further modified to provide across-the-board sentence increases for economic crime offenders at virtually all loss levels. In my view, no case for doing so has yet been made.
Editor's Observations: The Sarbanes-Oxley Act And What Came After, Frank O. Bowman Iii
Editor's Observations: The Sarbanes-Oxley Act And What Came After, Frank O. Bowman Iii
Faculty Publications
On December 2, 2001, the Enron Corporation filed the largest bankruptcy petition in U.S. history. Losses to investors, creditors, employees, and pensioners were in the billions. Criminal investigations are ongoing. On May 1, 2003, the U.S. Sentencing Commission passed a set of amendments to the U.S. Sentencing Guidelines that will, among other things, prevent a federal district judge from awarding a sentence of straight probation to a defendant convicted at trial of an $11,000 mail fraud. This Issue of FSR tells the story of how the first of these apparently unrelated events led to the second. Put another way, this …
So, You Want To Be A Partner At Sidley & Austin?, Rafael Gely, Leonard Bierman
So, You Want To Be A Partner At Sidley & Austin?, Rafael Gely, Leonard Bierman
Faculty Publications
One of the effects of the “industrialization” of professional organizations has been a shift in the business forms that these organizations adopt. Some organizations have shifted from partnership associations into professional corporations. Other organizations have remained partnerships in form, but have significantly restructured the roles of partners.
If The Punishment Fits - Doctored Bmw Paint Job Returns Punitive Damages Issue To The Court, Richard C. Reuben
If The Punishment Fits - Doctored Bmw Paint Job Returns Punitive Damages Issue To The Court, Richard C. Reuben
Faculty Publications
A lot more is at stake in BMW of North America v. Gore, 94-896, than the legal cost of repainting luxury automobiles, The case returns the issue of punitive damages to the Supreme Court amid complaints by business interests to a receptive Congress that high punitive awards are helping to stifle U.S. economic growth. At the same time, the case carries overtones of federalism, an issue that seems to lurk throughout the Supreme Court's docket these days.
Dynamic Economic Analyses Of Selected Provisions Of Corporate Law: The Absolute Delegation Rule, Disclosure Of Intermediate Estimates And Ipo Pricing, Royce De R. Barondes
Dynamic Economic Analyses Of Selected Provisions Of Corporate Law: The Absolute Delegation Rule, Disclosure Of Intermediate Estimates And Ipo Pricing, Royce De R. Barondes
Faculty Publications
This Article examines three separate aspects of the relationships between corporations and their securityholders from a dynamic economic perspective: (i) the feasibility of permitting shareholders to participate in the management of their corporations through the exercise of voting rights, (ii) Rule 3b-6, the safe harbor for projections (the Safe Harbor)8 under the Securities Exchange Act of 1934 (the 1934 Act),9 and (iii) the extraordinary returns available from investing in initial public offerings (IPO's). Three particular dynamic aspects are implicated in these situations.
A Reconsideration Of The Stock Market Exception To The Dissenting Shareholder's Right Of Appraisal, Robert H. Jerry Ii
A Reconsideration Of The Stock Market Exception To The Dissenting Shareholder's Right Of Appraisal, Robert H. Jerry Ii
Faculty Publications
Legislation has attempted to balance fairly the interests of the dissenting shareholder against the corporation's need to reorganize in response to changing economic conditions. The bull market that lasted through 1972 persuaded many drafters of corporate statutes that a dissenting shareholder's interests were adequately protected if he could sell his shares on the market. Accordingly, they promulgated the stock market exception to limit the situations in which the appraisal remedy might inhibit needed corporate flexibility. Low stock prices during 1973 and 19741 have generated a need to reassess this balancing of interests and to reconsider the desirability of the stock …
Preliminary Stock Subscription Agreements In Missouri, Manley O. Hudson
Preliminary Stock Subscription Agreements In Missouri, Manley O. Hudson
University of Missouri Bulletin Law Series
Preliminary stock subscription agreements are no longer in general use. In the early part of the last century they were a popular means of organizing corporations, but the more modern general statutes of incorporation which now exist in all of the states have made it less convenient to resort to such methods of organization. In some instances they are still necessary, however. Whenever the organization of a quasi-public or cooperative undertaking is contemplated, they are not only convenient, but almost indispensable. If, for instance, it were proposed to build a railroad from Columbia to Jefferson City for which the capital …