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.

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.

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.

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.

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 …

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

Sukdeo Ingale

No abstract provided.

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.

Nova 476: Ofertas De Ações Dão Mais Um Passo E Se Assemelham Às Práticas Internacionais, Luiz Rafael De Vargas Maluf, Nair Veras Saldanha Janson, Tobias Stirnberg, Felipe Câmara

Luiz Rafael de Vargas Maluf

No abstract provided.

The Discrimination Between National And Foreign Investors In The Lebanese Corporate Law, Khodr Fakih

khodr fakih

A country that treats foreign and domestic investors alike in regards to commercial dealings motivates foreign investors to play a fundamental role in stimulating economy in such country. However, non-discriminatory treatment is sometimes undesirable from the perspective of public policy. Most national laws provide certain measures of discriminating between foreign and domestic investors in order to give its citizens more privileges and advantages over foreign investors. This is applicable in the Lebanese Commercial legal system. This paper discusses the discrimination that is implemented by the Lebanese Commercial Law between Lebanese and non-Lebanese investors specifically in regards to commercial representation and …

Ofertas Mais Ágeis: Nova 476 Isenta De Registro Ofertas De Ações, Luiz Rafael De Vargas Maluf, Nair Veras Saldanha Janson

Luiz Rafael de Vargas Maluf

No abstract provided.

The Riddle Of Shareholder Rights And Corporate Social Responsibility, Dan Morrissey

Dan Morrissey

Morrissey—Abstract

The Riddle of Shareholder Rights and Corporate Social Responsibility

Shareholders own the entrepreneurial interests in corporations. As such, the law has historically held that they must be run primarily to generate profit for those investors. Progressives and some enlightened business leaders however have long claimed that this “shareholder primacy” rule is inadequate and urged that the larger needs of the community must also be a concern of business decision-makers. This corporate social responsibility movement (CSR) has gained legal traction during the last several decades with legislative initiatives like constituency statutes and the benefit corporation. In recent years reformers have …

The Riddle Of Shareholder Rights And Corporate Social Responsibility, Dan Morrissey

Dan Morrissey

Morrissey—Abstract

The Riddle of Shareholder Rights and Corporate Social Responsibility

Shareholders own the entrepreneurial interests in corporations. As such, the law has historically held that they must be run primarily to generate profit for those investors. Progressives and some enlightened business leaders however have long claimed that this “shareholder primacy” rule is inadequate and urged that the larger needs of the community must also be a concern of business decision-makers. This corporate social responsibility movement (CSR) has gained legal traction during the last several decades with legislative initiatives like constituency statutes and the benefit corporation. In recent years reformers have …

The Evolution Of The Digital Millennium Copyright Act; Changing Interpretations Of The Dmca And Future Implications For Copyright Holders, Hillary A. Henderson

Hillary A Henderson

Copyright law rewards an artificial monopoly to individual authors for their creations. This reward is based on the belief that, by granting authors the exclusive right to reproduce their works, they receive an incentive and means to create, which in turn advances the welfare of the general public by “promoting the progress of science and useful arts.” Copyright protection subsists . . . in original works of authorship fixed in any tangible medium of expression, now known or later developed, from which they can be perceived, reproduced, or otherwise communicated, either directly or with the aid of a machine or …

Sec Preventative Measures Against Securities Violations And Fraud Post-Jobs Act, Kristie Benner

Kristie Benner

The purpose of the Securities Act and the Exchange Act is to supply investors with the necessary information to make informed decisions regarding an entity’s offerings. After the 2010 financial crisis, the economic crisis devastated the economy leaving many without jobs. In response to this economic recession, President Obama signed the Jumpstart Our Business Startups Act (JOBS Act) into law in 2012 as one method of stimulating the economy. This Act deregulated the securities laws for small businesses in the hopes of creating jobs and invigorating the economy. These changes allow a small business more access to capital by reducing …

Financial Institution Executive Compensation: The Problem Of Financially Motivated Excessive Risk-Taking, The Regulatory Response, And Common Sense Solutions, Jesse D. Gossett

Jesse D Gossett

This article addresses the issue of executive compensation at financial institutions as it relates to encouraging excessive risk-taking at these firms. First, I examine the economics of compensation and its relationship to risk-taking at financial firms. Next, I take a critical look at compensation provisions of Dodd-Frank (and to a lesser extent, Sarbanes-Oxley) and describe not only what Dodd-Frank does, but more importantly what it does not do. I then make specific recommendations for rules regulators should adopt under Dodd-Frank for the purpose of using compensation plans as a way of reducing excessive risk at financial institutions. I make these …

Circolazione Di Titoli Di Debito E Responsabilità Degli Investitori Professionali, Valerio Sangiovanni

Valerio Sangiovanni

No abstract provided.

The Uneasy Relationship Of Hobby Lobby, Conestoga Wood, The Affordable Care Act, And The Corporate Person: How A Historical Myth Continues To Bedevil The Legal System, Malcolm J. Harkins Iii

Malcolm J Harkins III

On November 26, 2013, the Supreme Court of the United States agreed to hear two cases — Sebelius v. Hobby Lobby Stores, Inc., and Conestoga Wood Specialties v. Sebelius — challenging the validity of the Affordable Care Act’s (“ACA”) mandate that employer-sponsored health plans cover all FDA-approved contraceptives (the “Contraceptive Mandate”). In each case, closely held plaintiff corporations contend that the Contraceptive Mandate illegally infringed upon the corporations’ freedom to exercise religion.

The problem confronting the Supreme Court as it takes up the Hobby Lobby and Conestoga Wood cases is that the concept of corporate personhood did not develop gradually …

Controlling Shareholders: Benevolent “King” Or Ruthless “Pirate”, Sang Yop Kang

Sang Yop Kang

Unfair self-dealing and expropriation of minority shareholders by a controlling shareholder are common business practices in developing countries (“bad-law countries”). Although controlling shareholder agency problems have been well studied so far, there are many questions unanswered in relation to behaviors and motivations of controlling shareholders. For example, a puzzle is that some controlling shareholders in bad-law countries voluntarily extract minority shareholders less than other controlling shareholders. Applying Mancur Olson’s framework of political theory of “banditry” to the context of corporate governance, this Article proposes that there are at least two categories of controlling shareholders. “Roving controllers” are dominant shareholders with …