Law Commons^™

Iniciativas Legais Para O Desenvolvimento Da Governança Corporativa No Mercado Financeiro E De Capitais Brasileiro, Felipe Chagas Villasuso Lago

Felipe Chagas Villasuso Lago Mr.

The study of Corporate Governance is of utmost importance for the development of transparency and ethics in the conduct of public and private institutions activities. Corporate governance has been important for the development of relations between the shareholder and the senior management of companies, employees, suppliers, customers, banks and other lenders, Regulators and the community as a whole. The study of such practice goes beyond legal issues and also involves economic analysis and policy for discussing the best strategy to ensure the return on investment or consideration, in the case of public service. The Financial and Capital Market are industries …

Business Entities - Basic Legal Issues, Curtis E.A. Karnow

Curtis E.A. Karnow

Brief introduction to certain business litigation issues including vicarious liability, sealing records, representation by counsel, qualification of domestic corporations; depositions of persons most knowledgeable, and conflicts of laws.

Activist Compensation Of Board Nominees & The Middle Ground Response, Adam Prestidge

Adam Prestidge

Shareholder activism has taken an increasingly high-profile and polarizing role in investing and corporate governance. Moves by shareholder activists, and the policy behind those moves, constantly appear in corporate headlines. One of shareholder activists’ primary methods of enacting changes in companies is to nominate directors to the board, and often those director nominees are highly-compensated by the shareholder activist itself. Some in the corporate world oppose this practice, arguing that it creates a significant conflict of interest and can damage the company in the short term, while others argue that the practice is a necessary tool for investors that may …

Religious Freedom & Closely Held Corporations: The Hobby Lobby Case & Its Ethical Implications, Corey A. Ciocchetti

Corey A Ciocchetti

Hobby Lobby and its quest for religious freedom captured the attention of a nation for a few moments in late June 2014. The country homed in on the Supreme Court as the justices weighed the rights of an incorporated, profit-making entity run by devout individuals that objected to particular entitlements granted to women under the Affordable Care Act. The case raised important legal issues such as whether the law allows for-profit corporations to exercise religion (yes!) and whether protection for religious freedom trumps the rights of third parties to cost free preventive care (sort of!). The Supreme Court’s decision also …

Structuring Joint Ventures In Saudi Arabia: What Every Foreign Investor Should Know..., Jean-Francois Seguin

Jean-Francois Seguin

Saudi Arabia is a complex jurisdiction for non-GCC investors, with high transaction execution risks but yet is also brimming with business opportunities. It is imperative that investors choose the right professional advisors to guide them through the legal framework and requirements that apply in this market.

Veiled Egos: Alter Ego, Veil-Piercing, And Sections 362(A) And 727(A), Amir Shachmurove

Amir Shachmurove

No abstract provided.

Legal And Institutional Remedies For Middle East States Wishing To Develop And Increase Foreign Direct Investment, Griffin Weaver

Griffin Weaver

The cost to overhaul a legal system is astronomical. For example, before and after the fall of the Soviet Union in the 1980’s several states received billions of dollars in loans to help change their “legal systems” and make them more western friendly. A couple of these states were West Germany and Japan, which received roughly 1.5 billion and 2.4 billion USD in loans. Considering most of this money was given in the 1950’s, the value today is probably three times or more those amounts. Without this aid both states would have been unable to make the changes to their …

An Economic Analysis Of Limited Shareholder Liability In Contractual Claims, Thomas K. Cheng

Thomas K. Cheng

This Article evaluates the economic basis for limited liability in contractual claims and proposes the introduction of unlimited liability for such claims against closely held corporations. It argues that the existing justifications for limited liability are unconvincing, and that unlimited liability is an economically more efficient rule for these corporations in light of savings in monitoring costs and more efficient allocation of risks. It rejects the frequently made argument that limited liability is justified in contractual claims because the contractual counterparty had a prior opportunity to negotiate for modifications. This argument demonstrates a fundamental misunderstanding of the nature of the …

An Overview Of Recent Developments At The Saudi Arabian General Investment Authority, Jean-Francois Seguin

Jean-Francois Seguin

The Saudi Arabian General Investment Authority (SAGIA) has introduced several changes in its practices since the appointment of a new Governor in May 2012 and some of the more recent changes may have a significant impact on foreign investors and their foreign investment licence applications.

How Corporate Political Spending Strains The Limits Of The Business Judgment Rule, David Rosenberg

David Rosenberg

A number of agency issues arise when a corporation chooses to exercise its freedom of speech by making donations to a super PAC or other political organization. This article draws a distinction between contributions designed to influence legislation and regulation of the corporation and political donations that corporations justify as goodwill or community outreach. Analyzing the issue with an emphasis on the duty of loyalty, the article argues that much corporate political spending cannot really be understood as a business decision that should enjoy the protection of the business judgment rule. It also reflects on the Supreme Court’s recent decision …

Context Matters--What Lawyers Say About Choice Of Law Decisions In Merger Agreements, Juliet P. Kostritsky

Juliet P Kostritsky

ABSTRACT: The study of choice of law provisions in merger agreements yields various theories as to how much thought parties put into them, and what factors influence such decisions. Eisenberg and Miller found a shift to New York law and other scholars later hypothesized that parties specify New York law rather than Delaware law because New York law is more formalistic. However, a study of 343 merger agreements, consisting of 15 lawyer interviews and a survey sent to 812 lawyers, suggests differently. First, there is no shift from Delaware to New York. Second, a desire for formalistic law is not …

Against Regulatory Displacement: An Institutional Analysis Of Financial Crises, Jonathan C. Lipson

Jonathan C. Lipson

This paper uses “institutional analysis”—the study of the relative capacities of markets, courts, and regulators—to make three claims about financial crises.

First, financial crises are increasingly a problem of “regulatory displacement.” Through the ad hoc rescues of 2008 and the Dodd-Frank reforms of 2010, regulators displace market and judicial processes that ordinarily prevent financial distress from becoming financial crises. Because regulators are vulnerable to capture by large financial services firms, however, they cannot address the pathologies that create crises: market concentration and complexity. Indeed, regulators may inadvertently aggravate these conditions through resolution tactics that consolidate firms, and the volume and …

Bank Resolution In The European Banking Union: A Transatlantic Perspective On What It Would Take, Jeffrey N. Gordon

Jeffrey N Gordon

The project of creating a European Banking Union is designed to overcome the fatal link between sovereigns and their banks in the Eurozone. As part of this project, political agreement for a common supervision framework and a common resolution scheme has been reached with difficulty. However, the resolution framework is weak, underfunded and exhibits some serious flaws. Further, Member States’ disagreements appear to rule out a federalized deposit insurance scheme, commonly regarded as the necessary third pillar of a successful Banking Union. This paper argues for an organizational and capital structure substitute for these two shortcomings that can minimize the …

Corporations And Religious Freedom: Hobby Lobby Stores - A Missed Opportunity To Reconcile A Flawed Law With A Flawed Health Care System, Matthew A. Melone

Matthew A. Melone

On June 30, 2014, the Supreme Court held, in Burwell v. Hobby Lobby Stores, Inc., that the requirement imposed on employer group health insurance plans to provide coverage for certain contraceptives unduly burdened the free exercise rights of three closely-held corporations in violation of the Religious Freedom Restoration Act of 1993 ( RFRA ). The contraception mandate was imposed by regulations implementing the Patient Protection and Affordable Care Act, itself a very controversial piece of legislation a part of which was upheld recently by the Court in a perhaps a case more controversial than Hobby Lobby Stores. RFRA was enacted …

The Rise And Rise Of The One Percent: Getting To Thomas Piketty's Wealth Dystopia, Shi-Ling Hsu

Shi-Ling Hsu

Thomas Piketty's Capital in the Twenty-first Century, which is surely one of the very few economics treatises ever to be a best-seller, has parachuted into an intensely emotional and deeply divisive American debate: the problem of inequality in the United States. Piketty's core argument is that throughout history, the rate of return on private capital has usually exceeded the rate of economic growth, expressed by Piketty as the relation r > g. If true, this relation means that the wealthy class – who are the predominant owners of capital – will grow their wealth faster than economies grow, which …

Avoiding The Road To Ferc-Dom: The Supreme Court Affirms The Right To Contract In Morgan Stanley V. Snohomish, Jorge A. Mestre

Jorge A Mestre

No abstract provided.

What Remains Of Vicarious Jurisdiction For Establishing General Jurisdiction Over Corporate Defendants After Daimlerag V. Bauman, Keri M. Martin

Keri M. Martin

When, if ever, should a corporation be subject to a court’s jurisdiction based solely on the activities of another entity? Commonly, injured plaintiffs pursue foreign corporations to recover for injuries inflicted upon them by some activity of that corporation or its subsidiary. Where plaintiffs are unable to establish personal jurisdiction over the foreign corporation directly, plaintiffs may attempt to establish jurisdiction over the corporation indirectly by imputing to it the in-forum activities of a closely related subsidiary. This form of jurisdictional blame shifting has been termed “vicarious jurisdiction,” and it stems from the understanding that more than one entity may …

Present At The Creation: Reflections On The Early Years Of The National Association Of Corporate Directors, Lawrence J. Trautman

Lawrence J. Trautman Sr.

Effective corporate governance is critical to the productive operation of the global economy and preservation of our way of life. Excellent governance execution is also required to achieve economic growth and robust job creation in any country. In the United States, the premier director membership organization is the National Association of Corporate Directors (NACD). Since 1978, NACD plays a major role in fostering excellence in corporate governance in the United States and beyond. The NACD has grown from a mere realization of the importance of corporate governance to become the only national membership organization created by and for corporate directors. …

Corporate Boardroom Diversity: Why Are We Still Talking About This?, Lawrence J. Trautman

Lawrence J. Trautman Sr.

What exactly is board diversity and why does it matter? How does diversity fit in an attempt to build the best board for any organization? What attributes and skills are required by law and what mix of experiences and talents provide the best corporate governance? Even though most companies say they are looking for diversity, why has there been such little progress? Are required director attributes, which are a must for all boards, consistent with future diversity gains and aligned with achieving high performance and optimal board composition? My goal is to provide answers to these questions, and to discuss …

Delibera Assembleare Di Riduzione Facoltativa Del Capitale Nella S.R.L. E Opposizione Dei Creditori, Valerio Sangiovanni

Valerio Sangiovanni

No abstract provided.

E-Commerce And Electronic Payment System Risks: Lessons From Paypal, Lawrence J. Trautman

Lawrence J. Trautman Sr.

What are the major risks perceived by those engaged in e-commerce and electronic payment systems? What development risks, if they become reality, may cause substantial increases in operating costs or threaten the very survival of the enterprise? This article utilizes the relevant annual report disclosures from eBay (parent of PayPal), along with other eBay and PayPal documents, as a potentially powerful teaching device. Most of the descriptive language to follow is excerpted directly from eBay’s regulatory filings. My additions include weaving these materials into a logical presentation and providing supplemental sources for those who desire a deeper look (usually in …

Remembering George Michaely, Lawrence J. Trautman, Stanley Sporkin, John A. Dudley

Lawrence J. Trautman Sr.

This short essay is a memorial tribute about George P. Michaely, Jr. (1926 to 2014). After graduating from both the University of Notre Dame and its law school, he began his legal career, serving for approximately seven years as attorney in the Office of General Counsel. He was then appointed Chief Counsel of the Commission’s Division of Corporation Finance, where he served for approximately the next four years and was responsible for advising the Commission and the public concerning the interpretation of the statutory provisions and rules relating to the registration provisions of the Securities Act of 1933 and the …

Cvm Set To Reduce Costs And Bureaucracy For Equity Offerings, Luiz Rafael De Vargas Maluf, Nair Veras Saldanha Janson

Luiz Rafael de Vargas Maluf

No abstract provided.

A Alienação Fiduciária De Ações Nas Operações De M&A, Felipe Chagas Villasuso Lago

Felipe Chagas Villasuso Lago Mr.

The need to establish mechanisms, in particular, laws that guarantee a return to the investor, or rather a quick fix that will sustain if the default is a global trend. In seeking to balance this scale, increasing investment and guaranteed security to investors, the Brazilian legislature has innovated. The Fiduciary Alienation is a secured guarantee that resulted from this innovation, having the scope of developing a more trustable funding on the financial and capital markets. The present article will analyze the legality of stocks’ fiduciary alienation in operations of Mergers and Acquisitions (“M&A”) in light of the different legal applicable …

China's State Capitalism And World Trade Law, Ming Du

Michael Ming Du

Melding the power of the state with the power of capitalism, state‐owned and state-controlled enterprises continue to control the commanding heights of the Chinese economy even though market-oriented reforms have led to a rapid expansion of the private sector in China. This article reflects on how China’s practice of state capitalism challenges the world trading system and how WTO law, as interpreted by WTO Panels and the WTO Appellate Body (AB), addresses these challenges. The article concludes that the WTO Agreement on Subsides and Countervailing Measures (SCM Agreement) have been interpreted in such a manner that many key features of …

State “Subsidies” And Unnecessary Public Funding: The Texas Legislature’S Successful Restriction Of Constitutional Rights In Department Of Texas V. Texas Lottery Commission, Tyler A. Dever Ms.

Tyler A Dever Ms.

This Note argues that the Act’s political advocacy restrictions are unconstitutional as applied to the Plaintiffs in Texas Lottery. This Note discusses government subsidies, occupational licenses, and the doctrine of unconstitutional conditions. It then analyzes the charitable organizations’ First Amendment rights in light of the challenged Act. Although this Note argues against the majority’s upholding of the Act, it will also present flaws in the plaintiffs’ argument for injunction and explain why the court may have ruled in favor of the state.

Shareholder Activism As A Corrective Mechanism In Corporate Governance, Bernard S. Sharfman

Bernard S Sharfman

No abstract provided.

Sustainable Development Through Corporate Social Responsibility, Sudhir Tarote, Sukdeo Ingale

Sukdeo Ingale

No abstract provided.

Law And Finance: The Case Of Stock Market Development In China, Zhong Zhang Dr

Zhong Zhang Dr

In just over 2 decades China has developed a stock market that is now one of the biggest in the world. This is puzzling, considering that law in general and investor protection in particular in China is widely regarded as weak. However, a thorough examination reveals that, far from being a counterexample, the case of China lends strong support to the “law matters”’ thesis. Granted, investor protection counted for little during the rapid growth of the market before mid-2001. But by the early 2000s, outrageous securities frauds had become endemic, bringing the market to a serious crisis. Faced with a …

Mural Do Leitor - Comentário Ao Artigo "Cvm Propõe Ofertas De Ações Restritas A Qualificados", Luiz Rafael De Vargas Maluf

Luiz Rafael de Vargas Maluf

No abstract provided.