Law Commons^™

Personal Data Privacy And Protective Federal Legislation: An Exploration Of Constituent Position On The Need For Legislation To Control Data Reliant Organizations Collecting And Monetizing Internet-Obtained Personal Data, Giovanni De Meo

Dissertations

In the past twenty years, the business of online personal data collection has grown at the same rapid pace as the internet itself, fostering a multibillion-dollar personal data collection and commercialization industry. Unlike many other large industries, there has been no major federal legislation enacted to monitor or control the activities of organizations dealing in this flourishing industry. The combination of these factors together with the lack of prior research encouraged this research designed to understand how much voters know about this topic and whether there is interest in seeing legislation enacted to protect individual personal data privacy.

To address …

Are Passive Index Funds Active Owners? Corporate Governance Consequences Of Passive Investing, Giovanni Strampelli

San Diego Law Review

The exponential rise of mutual funds designed to track stock indices has been one of the drivers behind the re-concentration of ownership of listed companies in the United States. Because of the high concentration of the passive index funds industry, the three leading passive fund managers—BlackRock, Vanguard, and State Street—make up an increasingly important component of the shareholder base of listed companies. In spite of this however, it remains questionable whether they are actually interested in playing an active role in the corporate governance of investee companies. In fact, although passive investors are, by definition, focused on the long term …

Proxy Access Voting: Evaluating Proxy Access And The Recent Phenomenon Of Corporations Adopting Shareholder Protective Policies, Danielle Vukovich

San Diego International Law Journal

Shareholders hold a financial stake in a corporation, and therefore are often viewed as owners of the corporation and believed to be in control for all corporate actions. However, their powers are circumscribed. Board of directors committees nominate directors to serve the corporation and these directors have the power to select the corporation’s officers. The committees provide shareholders a slate of proposed directors that are voted on and approved at the annual shareholder meeting. Shareholders may also propose their own slate of directors, but this typically requires a proxy contest, which can be expensive due to the costs both associated …

Is There Hope For Change? The Evolution Of Conceptions Of Good Corporate Governance, Lynne L. Dallas

San Diego Law Review

To provide a useful perspective on corporate governance today, this Article examines the evolution of conceptions of “good” corporate governance that have successively revolutionized the corporate landscape. By the use of “evolution,” I do not mean some natural evolution, but changes in the beliefs of managers concerning how to run their businesses effectively. “Good” corporate governance refers to what is perceived as good from the point of view of firm managers and may or may not translate into what is good for society. This Article shows that corporate decision making was influenced over the years by successive, rationalized ideals of …

The Never-Ending Quest For Clarity Amidst Uncertainty: Hospital M&A And Antitrust Scrutiny, Ross E. Bautista

San Diego Law Review

Although critics say hospitals justify mergers in the same way as they did during the M&A boom of the 1990s, these critics frequently link the current wave of mergers with the purpose of becoming more integrated and efficient to achieve the level of cost savings and improved quality that the United States and patients currently require. However, the results from hospital consolidation remain uncertain because of the limited and mixed evidence about its impact on quality of care and price. Part I of this Article discusses the recent surge in hospital M&A activity. Part II brings some clarity by discussing …

Regulatory Entrepreneurship, Jordan M. Barry, Elizabeth Pollman

Faculty Scholarship

Numerous corporations, ranging from Airbnb to Tesla, and from DraftKings to Uber, have built huge businesses that reside in legal gray areas. Instead of taking the law as a given, these companies have become agents of legal change, focusing major parts of their business plans on changing the law. To achieve their political goals, these companies employ conventional lobbying techniques, but also more innovative tactics. In particular, some attempt to enter markets quickly, then grow too big to ban before regulators can respond. If regulators do take aim at them, they respond by mobilizing their users for political support. This …

Delaware’S Familiarity, Brian J. Broughman, Darian M. Ibrahim

San Diego Law Review

This Article builds on our prior empirical research showing that, everything else equal, start-up firms financed by out-of-state investors are more likely to incorporate in Delaware. We argue that this finding is due to out-of-state investors’ familiarity with Delaware corporate law, and relative lack of familiarity with the corporate law of the start-up’s home state. In the current project, we extend our prior research by (i) developing an informal model distinguishing investor familiarity from related economic theories of network effects and learning effects, (ii) showing that our data are more consistent with familiarity than with these alternative explanations, and (iii) …

Fortune Favors The Franchisor: Survey And Analysis Of The Franchisee’S Decision Whether To Hire Counsel, Robert W. Emerson

San Diego Law Review

The franchisee-franchisor relationship has often been referred to as the little guy against the big guy. Franchising may encompass the seemingly innocuous defining characteristics of distribution, know-how, brand identification, profits, risk, independence, control, and standards, but there is much more to this relational contract. If parties enter into a franchise or licensing agreement rather than some other business agreement, this does not necessarily insulate the parties from liability. For example, simply because the parties have formed a franchisor-franchisee relationship does not mean the parties did not also form an agent-principal (agency) relationship. In addition to the franchise relationship, the latter …

The Chairman Or The Board? Appointments At Multimember Agencies, Sean Croston

San Diego Law Review

For the past 130 years, Congress has alternated between two competing structural visions of ideal administrative agency design—single-administrator versus multimember organization. Over time, Congress has frequently reacted to strong arguments from both sides by approving various arrangements that conflate the two models, particularly with respect to the important but often overlooked authority to appoint “inferior Officers” within multimember agencies. In many cases, the chairmen—or their equivalent—of these multimember boards and commissions retain some or all power to select high-ranking agency staff, whereas their fellow board or commission members have authority over agency rulemaking, adjudication, and other key functions. Although such …

Inequities In Corporate And Securities Law: Disabling The Exploitative Chinese Corporation And Charting A Path To International Commercial Accountability, Jonathan P. Schmidt

San Diego International Law Journal

This article seeks to illuminate these issues and provide a roadmap for the U.S. federal and state legislatures to come together to protect the U.S. investor from the type of accounting fraud and stock misinformation that was the impetus behind enacting the Sarbanes-Oxley Act of 2002. First, this article will discuss the legal backdrop and legislative policy behind U.S. laws such as SOX and its enforcement mechanisms, and the ability for shareholders to bring securities class action derivative actions for financial fraud. This article will also discuss trade secrets laws, criminal extradition treaties, international enforcement of judgments, and elucidate the …

Level Up: Employing The Commerce Clause To Federalize The Sale Of Goods, Jennifer Camero

San Diego Law Review

This Article argues that rather than wait until the defects become insurmountable, we should act now to address the defects in the law of sales and enact a federal sales act to supplant Article 2 using congressional power under the Commerce Clause. Part II details the defects of Article 2 that are in need of repair, which include creating inconsistent results across the states, failing to adapt to changing trends in our modern commercial environment, and utilizing a private drafting process that fails to balance the competing interests of businesses and consumers. Part II then demonstrates that the current uniform …

Overseeing Controlling Shareholders: Do Independent Directors Constrain Tunneling In Taiwan?, Yu-Hsin Lin

San Diego International Law Journal

This Article intends to explore the extent to which independent directors constrain tunneling by controlling shareholders in Taiwan. Taiwan serves as an appropriate jurisdiction for research since the private benefits agency problem is prevalent among Taiwanese public companies. A further twist in Taiwan?s case is that independent directors were newly introduced to Taiwan?s corporate boards, which follow dual-board system where the traditional monitoring function is served by statutory supervisors, instead of board committees, which adds to the complexity in analyzing the effectiveness of independent directors in constraining tunneling activities. Part II reviews relevant literature and lays the foundation for this …

A Test Case In International Bankruptcy Protocols: The Lehman Brothers Insolvency, Jamie Altman

San Diego International Law Journal

Part II of this Article, explains the competing theories underlying bankruptcy systems: universalism and territorialism. Part III details various statutory solutions to international bankruptcy problems. Next, Part IV analyzes the provisions of the Lehman Protocol in depth. Part V then examines the precedent upon which the Lehman Protocol relies. Part VI assesses potential threats to the Protocol?s success. This leads to Part VII, which contains suggestions for future protocols. Finally, Part VIII concludes.

The Lion Awakens: The Foreign Corrupt Practices Act - 1977 To 2010, Michael B. Bixby

San Diego International Law Journal

This Article discusses the history, purposes and provisions of the Foreign Corrupt Practices Act, and traces its use and enforcement activity from 1977 to the present. This once little-used law has in recent years become the focus of aggressive activity by both the U.S. Department of Justice and the Securities and Exchange Commission. The manuscript also includes numerous charts reporting on key cases and enforcement activities over the last thirty-three years by the DOJ and SEC, as well as other information and statistics regarding the Foreign Corrupt Practices Act.

Strict Liability For Gatekeepers: A Reply To Professor Coffee, Frank Partnoy

University of San Diego Law and Economics Research Paper Series

This article responds to a proposal by Professor John C. Coffee, Jr. for a modified form of strict liability for gatekeepers. Professor Coffee’s proposal would convert gatekeepers into insurers, but cap their insurance obligations based on a multiple of the highest annual revenues the gatekeepers recently had received from their wrongdoing clients. My proposal, advanced in 2001, would allow gatekeepers to contract for a percentage of issuer damages, after settlement or judgment, subject to a legislatively-imposed floor. This article compares the proposals and concludes that a contractual system based on a percentage of the issuer’s liability would be preferable to …

Encumbered Shares, Shaun Martin, Frank Partnoy

University of San Diego Law and Economics Research Paper Series

The fundamental assumptions in the law and economics literature about shareholder voting and the one-share/one-vote rule are flawed. The classic view is that share ownership is necessary and sufficient to create voting rights and that such rights should be directly proportional to share ownership. We demonstrate that this assumption is unfounded, both for shares that are “economically encumbered” (held by shareholders who are not pure residual claimants; e.g., a shareholder who owns one share and is also short one or more shares) as well as shares that are “legally encumbered” (held or associated with more than one shareholder; e.g., shares …

Does The Tax Law Discriminate Against The Majority Of American Children: The Downside Of Our Progressive Rate Structure And Unbalanced Incentives For Higher Education?, Lester B. Snyder

University of San Diego Law and Economics Research Paper Series

Our graduate income tax structure provides an incentive to shift income to lower-bracket family members. However, some parents have much more latitude to shift income to their children than do others. Income derived from services and private business-by far the majority of American income-is less favored than income derived from publicly traded securities. The rationale given for this discrimination is that parents in services or private business, as opposed to those in securities, do not actually part with control of their property. This article explores these tax broader (yet subtle) tax benefits and their impact on the majority of children …

Fishing For Rainbows, The Fsc Repeal And Extraterritorial Income Exclusion Act, Stuart Smith

San Diego International Law Journal

On August 30, 2002, the final decision was released in the case of United States-Tax Treatment for "Foreign Sales Corporations". The World Trade Organization arbitration panel report authorizes the European Communities to levy $4.043 billion in annual trade sanctions against imports from the United States because of a provision in the U.S. tax code. "The FSC Repeal and Extraterritorial Income Exclusion Act of 2000", the most recent of 40 years worth of half-hearted attempts by the United States to comply with world trading body regulations, is the current offender. According to the arbitration panel, the act subsidizes foreign sales by …

The Devil Made Me Do It: Replacing Corporate Directors' Veil Of Secrecy With The Mantle Of Stewardship, Constance E. Bagley, Karen L. Page

San Diego Law Review

This Article argues that the nature of the corporate form coupled with an exclusive focus on shareholder value leads to economically and socially inefficient results. The "profit maximization" view of directors' duties ignores the historical reasons why corporations were given special privileges, such as limited liability, by the state. This narrow view should be replaced with a doctrine of stewardship that imposes a more comprehensive view of the corporation's and directors' responsibility to manage the vast resources held in corporate form. This broader view is consistent not only with the values of a free market economy, but also with modem …

Department Of Corporations, J. Randall

California Regulatory Law Reporter

No abstract provided.

Department Of Corporations, L. Pitesa

California Regulatory Law Reporter

No abstract provided.

Department Of Corporations, L. Pitesa

California Regulatory Law Reporter

No abstract provided.

Department Of Corporations, L. Pitesa

California Regulatory Law Reporter

No abstract provided.

Department Of Corporations, M. Bontems

California Regulatory Law Reporter

No abstract provided.

Department Of Corporations, M. Bontems

California Regulatory Law Reporter

No abstract provided.

Department Of Corporations, M. Bontems

California Regulatory Law Reporter

No abstract provided.

Department Of Corporations, S. Celatka Jr.

California Regulatory Law Reporter

No abstract provided.

Department Of Corporations, S. Celatka Jr.

California Regulatory Law Reporter

No abstract provided.

Department Of Corporations, S. Celaka Jr.

California Regulatory Law Reporter

No abstract provided.

Department Of Corporations, W. C. Van Duyne

California Regulatory Law Reporter

No abstract provided.