Law Commons^™

Too Many Cooks In The Kitchen: Battling Corporate Corruption In Brazil And The Problems With A Decentralized Enforcement Model, Michelle A. Winters

Richmond Journal of Global Law & Business

No abstract provided.

Do Corporations Have Religious Beliefs?, Jason Iuliano

Indiana Law Journal

Despite two hundred years of jurisprudence on the topic of corporate personhood, the Supreme Court has failed to endorse a philosophically defensible theory of the corporation. In this Article, I attempt to fill that void. Drawing upon the extensive philosophical literature on personhood and group agency, I argue that corporations qualify as persons in their own right. This leads me to answer the titular question with an emphatic yes. Contrary to how it first seems, that conclusion does not warrant granting expansive constitutional rights to corporations. It actually suggests the opposite. Using the Affordable Care Act’s contraception mandate as a …

Corporate Governance In Search Of The Shareholder-Manager Balance Of Power, Razeen Sappideen

Richmond Journal of Global Law & Business

No abstract provided.

"Was The Deal Worth It?": The Dilemma Of States With Ineffective Economic Incentives Programs, Randle B. Pollard

UC Law Business Journal

Federal subsidies to state and local governments have been substantially reduced due to public opinion prioritizing the reduction of the federal deficit, the recent "fiscal cliff" legislation, and the federal budget "sequester cuts." In addition, in many states, revenue collection from individual and corporate income tax is below prerecession levels. To address the reduction in federal funding and reduced revenue collections, state and local governments will increasingly rely on economic incentive programs to grow their economies through increased job creation and private capital investment within their jurisdictions. These economic incentive programs are no longer comprised of simple tax reductions for …

Goodwill And The Excesses Of Corporate Political Spending, David Rosenberg

UC Law Business Journal

This article argues that legislation that provide "special rules" is not necessary because the business judgment rule should not be interpreted to protect corporate directors' decisions to donate to political campaigns in the same way that it protects ordinary corporate charitable contributions or decisions based on CSR. The rule protects donations in the public interest even if they are profit- sacrificing because courts are not in a position to judge whether or not a particular act of giving is designed to maximize profits or is simply an acceptable act of charity with no obvious financial benefit to the corporation itself. …

The 2013 Symposium On Corporate Governance In Japan, David Makman

UC Law Business Journal

The 2013 Symposium on Corporate Governance in Japan was organized by the University of California, Hastings College of the Law, the Japan Society of Northern California, and the Pacific Pension Institute. The goal was to provide a forum where academics and practitioners could meet to exchange information and ideas relating to corporate governance. The Japan Society of Northern California and Pacific Pension Institute have been covering corporate governance issues together since 2001, and have held several conferences on the issue. The Symposium was the first joint program with the University of California, Hastings College of the Law in this area. …

Japanese Corporate Governance Reform: A Comparative Perspective, Bruce E. Aronson

UC Law Business Journal

Japan has been widely criticized as being slow to reform a corporate governance system that seemingly remains fixed on the interests of employees over shareholdersand unresponsive to recent global trends such as the spreadof fidependent directors.This article seeks to present a more nuancedand balanced view of the ongoing evolution of Japanese corporate governance.

This article discusses how analysis of Japanese corporate governance is hamperedby the lackofboth anagreed-uponstandard for evaluating change in Japan and data concerning important governancepractices,such as the actualrole of company auditors (kansayaku). The main focus, however, is on describing and evaluating experimentation at leading individual Japanese companies that …

The Long Tail And Demand Creation In The Legal Marketplace, Kristen E. Killian

UC Law Business Journal

This note examines new legal technology companies that are innovating transactional legal products, but not legal services. Legal Tech Innovation Companies (LTICs) represent an innovative leap in how companies that are not law firms provide legal products directly to a consumer. Although these companies are not yet disrupting the core of the legal marketplace, they are meaningfully lowering cost and increasing efficiency through both simplification and speed.

This note describes the type of legal consumers for whom LTICs are creating demand for their legal products and discusses several LTICs in greater detail. It further addresses policy considerations for the transactional …

Privacy: An Issue Of Priority, Stephanie Segovia

UC Law Business Journal

This note highlights the competing stakes in the online privacy debate. It provides an overview of the U.S. business model of companies that participate in data gathering and analysis, and why they do so (namely because of the emergence of Big Data technologies), and discusses examples of how online privacy has eroded in recent years, in turn highlighting the need for federal action. This note also discusses the current status quo of online privacy in America, and why current legislation is inadequate to address online privacy issues. It further includes a discussion of why the U.S. should let the new …

A Failure Of Substance And A Failure Of Process: The Circular Odyssey Of Oklahoma's Corporate Law Amendments In 2010, 2012, And 2013, Steven J. Cleveland

Oklahoma Law Review

No abstract provided.

Liquidity, Systemic Risk, And The Bankruptcy Treatment Of Financial Contracts, Rizwaan J. Mokal

Brooklyn Journal of Corporate, Financial & Commercial Law

No abstract provided.

Cyber Risks: Emerging Risk Management Concerns For Financial Institutions, Kristin N. Johnson

Georgia Law Review

Rumors posit that, within the last two years, hackers caused outages, disrupting service for the two largest securities exchanges in the world-the NASDAQ and the New York Stock Exchange.

Disappointingly, regulatory reform is often backward-looking. While regulators toil to implement rules to prevent the last crisis from reocurring, new and more perilous threats evade detection. With increasing frequency, cyberattacks threaten critical infrastructure resources such as nuclear centrifuges, electrical grids, and air defense systems. Cyberattacks pose a burgeoning and underexplored universe of emerging concerns impacting areas as diverse as big-box retail stores, casual-dining chains, online retail auctions, and national security. Even …

A Software Patent War: The Effects Of Patent Trolls On Startup Companies, Innovation, And Entrepreneurship, Sonia Karakashian

UC Law Business Journal

This note analyzes the effects of patent trolls on startup companies and the issues that software patentability under 35 U.S.C. § 101 impose on this highly controversial area of intellectual property. This note elaborates on the current patent reforms as well as the common law struggles addressed in Supreme Court decisions. Further, it discusses the software patent war and the controversial issues raised in § 101 of the patent system followed by the issues of patentability and its effects on startup companies. Lastly, this note discusses short-term and long-term progress in the patent system, as well as address the current …

Public Benefit Corporations In Kentucky: What Impact Should Kentucky Corporations Expect?, Mary Katherine Kington

Kentucky Law Journal

No abstract provided.

Enduring Design For Business Entities, William E. Foster

Utah Law Review

The success or failure of an institution may hinge on some of the earliest decisions of its founders. In constitutional design literature, endurance is a widely accepted drafting objective. Indeed, constitutional endurance is positively associated with prosperous and stable societies. Like drafters of constitutions, business organizers have almost innumerable objectives for their enterprises, and attorneys drafting organizational documents must take into account these myriad goals. Oftentimes the drafting process fails to fully address some of the most important of these aims and results in suboptimal structures that lack predictability and reliability.

This article looks specifically at small business organizations and …

The New York Limited Liability Company Law At Twenty: Past, Present & Future, Meredith R. Miller

Touro Law Review

The New York Limited Liability Company Law (“LLC Law”) has turned 20. This occasion presents an opportunity to reflect on its past, present and future.

Fiduciary Duties Of Llc Managers: Are They Subject To Prospective Waiver Under The New York Llc Statute?, Jack Graves, Yelena Davydan

Touro Law Review

No abstract provided.

What Kind Of Corporation Tax Regime?, Sijbren Cnossen

Osgoode Hall Law Journal

This article explores the taxation of corporations in the wider context of capital income taxation. The article discusses pros and cons of various income-based and cash-flow forms of corporation tax (CT) and concludes that the dual income tax (DIT), which taxes all capital income at the proportional CT rate, is to be preferred over other forms of taxing capital income. The DIT is best attuned to the reality of capital mobility and is not held hostage by the higher tax on labour income. Levied at a uniform flat rate, the DIT minimizes opportunities for tax arbitrage.

The Harms Of The Benefit Corporation, Kennan El Khatib

American University Law Review

No abstract provided.

If The Question Is Chocolate-Related, The Answer Is Always Yes: Why Doe V. Nestle Reopens The Door For Corporate Liability Of U.S. Corporations Under The Alien Tort Statute, Amanda A. Humphreville

American University Law Review

No abstract provided.

Ending Corporate Inversions: Past Failures, Continued Controversy, And Proposals For Reform, Shane Zahrt

William Mitchell Law Review

No abstract provided.

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.

Ceo Stock Ownership Policies: Rhetoric And Reality, Nitzan Shilon

Indiana Law Journal

This Article is the first academic endeavor to analyze the efficacy and transparency of stock ownership policies (SOPs) in U.S. public firms. SOPs generally require managers to hold some of their firms’ stock for the long term. Following the 2008 financial crisis, firms universally adopted these policies and cited them more than any other policy as a key element in their mitigation of risk. However, my analysis of the recent SOPs of S&P 500 CEOs disputes what firms claim about these policies. First, I find that SOPs are extremely ineffectual in making CEOs hold on to their firm’s stock; this …

Fighting Foreign-Corporate Political Access: Applying Corporate Veil-Piercing Doctrine To Domestic-Subsidiary Contributions, Ryan Rott

Michigan Law Review

Campaign finance regulations limit speech. The laws preclude foreign nationals, including foreign corporations, from participating in U.S. politics via campaign contributions. The unusual characteristics of corporations, however, may allow foreign corporations to exploit a loophole in the regulatory regime. A foreign corporation may contribute to political campaigns by acquiring a domestic subsidiary and dominating it. This Note addresses how these unusual corporate behaviors enable foreign corporations to illegally corrupt the political process. This Note concludes that to close the loophole without violating the free speech rights of domestic subsidiaries, Congress should enact legislation which would apply corporate veil-piercing theory to …