Law Commons^™

The Right Deed For The Wrong Reason: A Critical Examination Of Regulation A+ And Its Rationales, Louis Anthony Steiner

Fordham Journal of Corporate & Financial Law

The recent enactment of Regulation A+ makes it possible for the first time for companies to conduct retail equity crowdfunding (i.e., equity crowdfunding campaigns involving general solicitation of unaccredited investors). On its surface, Regulation A+ seems poised to provide dual benefits to start-ups by both democratizing access to capital and easing the transition into public company status. However, Regulation A+ is largely a solution in search of a problem. There is little empirical evidence of an equity gap for early stage companies, nor is there evidence that the recent dip in small-company IPOs has anything to do with regulatory burdens. …

The Price Of Free Mobile Apps Under The Video Privacy Protection Act, Suzanne L. Riopel

American University Business Law Review

No abstract provided.

Where The Cco Fits In The C-Suite: A Corporation's Moral Compass, Alexander Foster

American University Business Law Review

No abstract provided.

It Is Time For Something New: A 21st Century Joint-Employer Doctrine For 21st Century Franchising, Steven A. Carvell, David Sherwyn

American University Business Law Review

No abstract provided.

Why Delaware Courts Should Abolish The Schnell Doctrine, Mary Siegel

American University Business Law Review

No abstract provided.

Throttle Me Not: 2015 Open Internet Order Protects Unlimited Data Plan Users, Shawn Marcum

American University Business Law Review

No abstract provided.

Publicly Funded Private Security: A Critical Examination Of Georgia Law Pertaining To The Private Employment Of Off-Duty Police Officers, Ryan L. Giles

Georgia Law Review

Generally, employers of private security guards are
vicariously liable for the actions of their employees. This
incentivizes employers to protect against unnecessary risks
to the public and to internalize the social costs of their
business activities. In Georgia, however, this centuries-old

doctrine of respondeat superior does not apply when a
private business hires an off-duty police officer.
Several consequences arise from the current state of the
law: inconsistency in application, unfairness to victims
and imprudent taxpayer subsidization of private
businesses. This Note illustrates that the current law is
both unjust and unwise by contrasting business liability
for police torts with …

Monopolies In Multidistrict Litigation, Elizabeth Chamblee Burch

Vanderbilt Law Review

When transferee judges receive a multidistrict proceeding, they select a few lead plaintiffs' lawyers to efficiently manage litigation and settlement negotiations. That decision gives those attorneys total control over all consolidated plaintiffs' claims and rewards them richly in common-benefit fees. It's no surprise then that these are coveted positions, yet empirical evidence confirms that the same attorneys occupy them time and again.

Anytime repeat players exist and exercise both oligopolistic leadership control across multidistrict proceedings and monopolistic power within a single proceeding, there is concern that they will use their dominance to enshrine practices and norms that benefit themselves at …

The Criminalization Of Compliance, Todd Haugh

Notre Dame Law Review

Corporate compliance is becoming increasingly “criminalized.” What began as a means of industry self-regulation has morphed into a multi-billion-dollar effort to avoid government intervention in business, specifically criminal and quasi-criminal investigations and prosecutions. In order to avoid application of the criminal law, companies have adopted compliance programs that are motivated by and mimic that law, using the precepts of criminal legislation, enforcement, and adjudication to advance their compliance goals. This approach to compliance is inherently flawed, however—it can never be fully effective in abating corporate wrongdoing. Criminalized compliance regimes are inherently ineffective because they impose unintended behavioral consequences on corporate …

Delaware’S Ban On Fee-Shifting: A Failed Attempt To Protect Shareholders At The Expense Of Officers And Directors Of Public Corporations, Ryan S. Starstrom

Brooklyn Law Review

In 2014, the Delaware Supreme Court issued its opinion in ATP Tour, Inc. v. Deutscher Tennis Bund, which held that non-stock Delaware corporations may validly enact fee-shifting provisions in their bylaws and certificate of incorporation. Subsequently, the Delaware Legislature, fearing that the ATP Tour decision would extend to stock corporations, amended Title 8 of the Delaware Code (DGCL) Sections 102(f) and 109(b). These amendments provide for a blanket prohibition of fee-shifting provisions in a Delaware corporation’s certificate of incorporation or bylaws, respectively, in regard to “internal corporate claims.” Such a prohibition eliminates the possibility for a Delaware corporation to enact …

Saying Yes: Reviewing Board Decisions To Sell Or Merge The Corporation, Franklin A. Gevurtz

Florida State University Law Review

No abstract provided.

Conflict Minerals, Ineffective Regulations: Comparing International Guidelines To Remedy Dodd-Frank’S Inefficiencies, Victoria Stork

NYLS Law Review

No abstract provided.

Light On The Mayo: Recent Developments May Diminish The Impact Of Mayo Foundation On Judicial Deference To Tax Regulations, Matthew A. Melone

UC Law Business Journal

It therefore is necessary to consider the possibility that administrative law was an instrument of a class that took a dim view of popularly elected legislatures and a high view of its own rationality and specialized knowledge. This class drew upon popular political power, but primarily to establish another sort of power, which would be exercised by members of its own class, in a manner that reflected the alleged authority that came with their specialized knowledge. Although it did not thereby become the only ruling class, it at least made itself the rulemaking class.

Licensing Open Government Data, Jyh-An Lee

UC Law Business Journal

Governments around the world create and collect an enormous and wide-ranging amount of data. For various social, political, and economic reasons, open data has become a popular government practice and international movement in recent years. It is estimated that more than 250 national or local governments from around 50 developed and developing countries have launched open government data (OGD) initiatives. Open data policies are widely recognized as a tool to foster government transparency and economic growth. Businesses have also developed innovative applications, products, and services based on OGD. Although OGD is a global movement, it faces a number of unsolved …

Autonomous Vehicles Will Drive Themselves – But They Won’T Regulate Themselves, David Goldstein

UC Law Business Journal

The dawn of a new era of transportation is upon us. Cars that drive themselves are no longer relegated to our imaginations and science-fiction movies. Automobile companies like Tesla and Volvo, as well as search-engine giant Google, are rolling out new features that take over the duties previously charged to the driver of a vehicle. Given the uncertain nature of future legal liability and regulation of vehicles that can drive autonomously, it is imperative that we establish a liability and regulatory framework so that automakers can continue to make advances in the field and consumers can know what to expect …

The Japanese Business Federation’S Influence On Energy Policy Reform: Fukushima Daiichi Nuclear Disaster, Bridget Cho

UC Law Business Journal

This note focuses on the series of events that were pertinent to the Fukushima Daichii Nuclear Disaster and recommends stringent nuclear power plant license procedures, stronger reform in accident mitigation policies, and heightened transparency between the government and its people. Japan embraces the peaceful use of nuclear technology to provide a substantial portion of its electricity despite being the only country to have suffered the devastating effects of nuclear weapons in wartime.

This note will also discuss how the evolving structure of the Japanese economy has led to a change in the pattern of the business sector’s engagement with energy …

Social Capital Of Directors And Corporate Governance: A Social Network Analysis, Zihan Niu, Christopher Chen

Brooklyn Journal of Corporate, Financial & Commercial Law

This Article examines how a director’s social capital might affect his or her behavior, the board’s performance, and corporate governance, as well as the potential normative implications of the director’s social network. We argue that the quality of board performance could be improved where the social network closure within the board is high and there are many non-redundant contacts beyond the board. Network closure can improve trust and collaboration within a board, while external contacts may benefit a company with more diverse sources of information. Moreover, different network positioning leads to the inequality of social capital for directors. With more …

Accountability In Corporate Governance In China And The Impact Of Guanxi As A Double-Edged Sword, Andrew Keay, Jingchen Zhao

Brooklyn Journal of Corporate, Financial & Commercial Law

Accountability is an essential aspect of corporate governance and it has been argued that the “wenze” system of accountability in China comes very close to the accountability systems developed in Anglo-American corporate governance. This Article examines the role of cultural factors, namely guanxi and its derivatives, in corporate governance in China to determine what effect, if any, these cultural factors have on the operation and development of the “wenze” system in large listed companies. The Article specifically considers whether the cultural elements affect accountability, and if so, how and to what extent. It also explores whether these cultural factors are …

From Systemic Risk To Financial Scandals: The Shortcomings Of U.S. Hedge Fund Regulation, Marco Bodellini

Brooklyn Journal of Corporate, Financial & Commercial Law

In the recent past, hedge funds have demonstrated that they can pose and spread systemic risk across the financial markets, and that their managers can use them to commit fraud and misappropriation of fund assets. Even if the first issue now seems to be considered a serious one by the U.S. legislature, which in 2010, as a legislative response to the global financial crisis of 2007-2008, enacted the Dodd-Frank Act Wall Street Reform and Consumer Protection Act (Dodd-Frank), the current regulation still appears inconsistent and inappropriate to prevent and face it. By contrast, the second issue is not always considered …

Putting The Substance Back Into The Economic Substance Doctrine, Nicholas Giordano

Brooklyn Journal of Corporate, Financial & Commercial Law

The foreign tax credit, which saves U.S. taxpayers from paying both foreign and domestic income taxes on the same income, is critical to facilitating global commerce. However, as savvy taxpayers discover increasingly complicated ways to abuse the foreign tax credit regime through the structuring of business transactions, courts have become increasingly skeptical of the validity of those transactions. Using the economic substance doctrine, a common law doctrine codified in 2010 at I.R.C. § 7701(o), courts will disallow tax benefits stemming from a transaction that is not profitable absent its tax benefits, and which the taxpayer had no incentive to undertake …

Full Disclosure: Moving Beyond Disclosure Regulations To Affirmative Regulation Of Executive Compensation, Christopher Saverino

Brooklyn Journal of Corporate, Financial & Commercial Law

In the period following the financial crisis of 2008, Congress passed the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank), which compelled the Securities and Exchange Commission (SEC) to engage in substantial rulemaking. The Dodd-Frank mandate in Section 953(b) required the SEC to promulgate a rule, which it eventually finalized and is currently known as Pay Ratio Disclosure. Historically, SEC rulemaking has received great deference when rules are judicially challenged. However, following the passage of Dodd-Frank, the D.C. Circuit Court of Appeals has begun to grant less deference to SEC rulemaking where it has found that the SEC has …

Challenging Nonbank Sifi Designations: Ge, Metlife, And The Need For Reform, Drita Dokic

Brooklyn Journal of Corporate, Financial & Commercial Law

The Dodd-Frank Wall Street Reform and Consumer Protection Act created, among other things, the Financial Stability Oversight Council (FSOC), an entity within the U.S. Department of the Treasury tasked with assessing and mitigating financial risk. Financial institutions with over $50 billion in assets are automatically deemed “systemically important.” However, under the Dodd-Frank Act, FSOC has the authority to designate non-bank companies engaged in financial activity as systemically important as well. Once designated as a systemically important financial institution (SIFI), these companies are subject to enhanced regulation and supervision by the Federal Reserve. Because the costs associated with such enhanced regulation …

Corporate Directors' And Officers' Cybersecurity Standard Of Care: The Yahoo Data Breach, Lawrence J. Trautman, Peter C. Ormerod

American University Law Review

On September 22, 2016, Yahoo! Inc. ("Yahoo") announced that a data breach and theft of information from over 500 million user accounts had taken place during 2014, marking the largest data breach ever at the time. The information stolen likely included names, birthdays, telephone numbers, email addresses, hashed passwords, and, in some cases, encrypted or unencrypted security questions and answers. Yahoo further disclosed its belief that the stolen data "did not include unprotected passwords, payment card data, or bank account information." Just two months before Yahoo disclosed its 2014 data breach, it announced a proposed sale of the company's core …

Gibney V. Evolution Marketing Research, Llc, Justin Offermann

NYLS Law Review

No abstract provided.

Sampling Of Imported Refined Oil: A Need To Clarify The Legal Framework For Oil Marketing Companies, Mohammmad Sohaib Saleem

Business Review

This paper examines whether the legal framework for oil cargo sampling in Pakistan allows for resampling. We find that the laws lack uniformity and clarity and hinder the smooth import of oil into the country. An examination of the pertinent laws and precedents reveal that resampling and retesting of imported oil cargoes is allowed under Pakistani Law.

Corporate Transparency And The First Amendment: Compelled Disclosures In The Wake Of National Association Of Manufacturers V. Sec, Emma Land

Oklahoma Law Review

No abstract provided.

Introduction, Megan Wischmeier Shaner

Oklahoma Law Review

No abstract provided.

Selling Crowdfunded Equity: A New Frontier, Joan Macleod Heminway

Oklahoma Law Review

No abstract provided.

Objections To Disclosure Settlements: A How-To Guide, Sean J. Griffith, Anthony A. Rickey

Oklahoma Law Review

No abstract provided.

Veil Piercing And Fraudulent Transfer Avoidance In Supplemental Proceedings: How Expanding Statutory Remedies And Enforcement Jurisdiction Can Promote Judicial Economy And Facilitate Judgment Collection, 50 J. Marshall L. Rev. 279 (2017), Guy Macarol

UIC Law Review

This comment will highlight the advantages of consolidating fraudulent transfer avoidance claims and piercing actions within supplemental proceedings, particularly with respect to the important goals of promoting judicial economy and the successful collection of judgments.