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Business Organizations Law

2018

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Articles 1 - 30 of 286

Full-Text Articles in Law

Aliera Healthcare, Inc., Order Entering Temporary Restraining Order, Alice D. Bonner Dec 2018

Aliera Healthcare, Inc., Order Entering Temporary Restraining Order, Alice D. Bonner

Georgia Business Court Opinions

No abstract provided.


State Capture, Corporate Ownership Structure, And Institutional Reform Issues In Ethiopia- Abstract.Docx, Seid Y. Hassan Dec 2018

State Capture, Corporate Ownership Structure, And Institutional Reform Issues In Ethiopia- Abstract.Docx, Seid Y. Hassan

Seid Hassan

State capture, corporate ownership structure, and institutional reform issues in Ethiopia[1]
(Working paper, incomplete)
Seid Hassan and Minga Negash[2]
Abstract: Examining the ownership structure and the methods of financing of companies provide important insights for the understanding of the type of institutional reforms in a given socio-economic environment. Much of the literature on corporate accountability in developing economies extends the legal and regulatory reforms done in richer nations and on codes provided by organized professions that in turn rely on virtue-centered ethics. More recently, the capture theory of regulation has been revisited by a number of researchers to ...


Entrepreneurship In Free Economic Zones: Topical Issues Of Its Development, T. Umarov Dec 2018

Entrepreneurship In Free Economic Zones: Topical Issues Of Its Development, T. Umarov

Review of law sciences

In the article, the author considers issues of the tendency of entrepreneurial activity in free economic zones and massive flow of direct foreign investments in those areas. Suggestions and recommendations for enhancing the law enforcement practice are put forward.


"Flaw-Backs:" Executive Compensation Clawbacks And Their Costly Flaw, Connor Douglas Maag Dec 2018

"Flaw-Backs:" Executive Compensation Clawbacks And Their Costly Flaw, Connor Douglas Maag

The Journal of Business, Entrepreneurship & the Law

Saving money should not be expensive. Compensation “clawbacks” are a legal mechanism for companies to reclaim employee compensation, but the legislative framework is complex and disorganized. There are four primary federal claw-back provisions: Sarbanes-Oxley § 304, Dodd-Frank § 954, 12 U.S.C.A. § 5221(TARP), and Dodd-Frank § 956—as well as voluntary contractual clawback policies. This comment untangles the web of clawback legislation by overlaying each clawback mechanism to extract a single, clear, and concise description of executive compensation clawbacks, called the “Comprehensive Clawback Coverage.” The Comprehensive Clawback Coverage reveals a major flaw in the legal and regulatory framework: clawbacks increase ...


Failed Anti-Activist Legislation: The Curious Case Of The Brokaw Act, Alon Brav, J.B. Heaton, Jonathan Zandberg Dec 2018

Failed Anti-Activist Legislation: The Curious Case Of The Brokaw Act, Alon Brav, J.B. Heaton, Jonathan Zandberg

The Journal of Business, Entrepreneurship & the Law

The Brokaw Act was proposed legislation aimed at “financial abuses being carried out by activist hedge funds who promote short-term gains at the expense of long-term growth . . . .” Sponsoring Senators named it after a small town in Wisconsin that, according to the Act’s sponsors, was decimated by the actions of a hedge fund activist in shutting down the local paper mill with a loss of hundreds of jobs. The Brokaw Act represented the first attempt at federal legislation aimed at restricting hedge fund activism. Since then, new and similar bipartisan proposals have appeared as have threats of state regulation. In ...


Runzhou Zhang Order On Defendant Scott Hosteler's Motion To Enforce Judgment, Melvin Westmoreland Dec 2018

Runzhou Zhang Order On Defendant Scott Hosteler's Motion To Enforce Judgment, Melvin Westmoreland

Georgia Business Court Opinions

No abstract provided.


Fiduciary Blind Spot: The Failure Of Institutional Investors To Prevent The Illegitimate Use Of Working Americans' Savings For Corporate Political Spending, Leo E. Strine Jr. Dec 2018

Fiduciary Blind Spot: The Failure Of Institutional Investors To Prevent The Illegitimate Use Of Working Americans' Savings For Corporate Political Spending, Leo E. Strine Jr.

Faculty Scholarship at Penn Law

For decades, American workers have been subjected to increasing pressure to become forced capitalists, in the sense that to provide for retirement for themselves, and to pay for college for their children, they must turn part of their income every month over to mutual funds who participate in 401(k) and 529 programs. These “Worker Investors” save for the long term, often hold portfolios that are a proxy for the entire economy, and depend on the economy’s ability to generate good jobs and sustainable growth in order for them to be able to have economic security. In recent years ...


Nancy Johnson Order On Certain Discovery Related Motions, Objections And Requests, Melvin Westmoreland Dec 2018

Nancy Johnson Order On Certain Discovery Related Motions, Objections And Requests, Melvin Westmoreland

Georgia Business Court Opinions

No abstract provided.


Are Passive Index Funds Active Owners? Corporate Governance Consequences Of Passive Investing, Giovanni Strampelli Dec 2018

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 ...


Marc Mccord, Order On Pending Discovery Motions, Alice D. Bonner Dec 2018

Marc Mccord, Order On Pending Discovery Motions, Alice D. Bonner

Georgia Business Court Opinions

No abstract provided.


Strategic Jubilee Et Al., Order On Pending Motions, Elizabeth E. Long Dec 2018

Strategic Jubilee Et Al., Order On Pending Motions, Elizabeth E. Long

Georgia Business Court Opinions

No abstract provided.


Conflicts Of Interest And Law-Firm Structure, Cassandra Burke Robertson Dec 2018

Conflicts Of Interest And Law-Firm Structure, Cassandra Burke Robertson

St. Mary's Journal on Legal Malpractice & Ethics

Business and law are increasingly practiced on a transnational scale, and law firms are adopting new business structures in order to compete on this global playing field. Over the last decade, global law firms have merged into so-called “mega-brands” or “mega-firms”—that is, associations of national or regional law firms that join together under a single brand worldwide. For law firms, the most common mega-firm structure has been the Swiss verein, though the English “Company Limited by Guarantee” structure is growing in popularity as well, as is the similar “European Economic Interest Grouping.” All of these structures allow related entities ...


The Perils Of Philanthrocapitalism, Eric Franklin Amarante Dec 2018

The Perils Of Philanthrocapitalism, Eric Franklin Amarante

Maryland Law Review

For over a century, philosophers, politicians, and sociologists have bemoaned philanthropy’s inherent antidemocratic, paternalistic, and amateuristic aspects. The antidemocratic nature of philanthropy is self-evident: When a wealthy person determines the best way to address a societal problem without the input of either society at large or the intended beneficiaries of the philanthropy, the result is a deficit of democracy. Philanthropy’s amateurism stems from the illogical belief that wealthy individuals ought to address some of the world’s most complex and intransigent problems simply because they successfully amassed a fortune in the private sector. The paternalism critique focuses on ...


Hitting Rewind: The Supreme Court Of Pennsylvania In Trust Under Agreement Of Taylor Signals A Move Away From Modern Developments Of Trust Law By Requiring More Stringent Standards For Corporate Trustee Removal, Ryan J. Ahrens Dec 2018

Hitting Rewind: The Supreme Court Of Pennsylvania In Trust Under Agreement Of Taylor Signals A Move Away From Modern Developments Of Trust Law By Requiring More Stringent Standards For Corporate Trustee Removal, Ryan J. Ahrens

Villanova Law Review

No abstract provided.


Get Back: The Delaware Supreme Court Discourages Appraisal Arbitrage In Dfc Global Corporation V. Muirfield Value Partners, L.P., Abraham Schneider Dec 2018

Get Back: The Delaware Supreme Court Discourages Appraisal Arbitrage In Dfc Global Corporation V. Muirfield Value Partners, L.P., Abraham Schneider

Villanova Law Review

No abstract provided.


Sorting Out White-Collar Crime, Miriam Baer Dec 2018

Sorting Out White-Collar Crime, Miriam Baer

Faculty Scholarship

No abstract provided.


Bh Hasid Llc, Order On Pending Motions And Setting Hearing, Alice D. Bonner Nov 2018

Bh Hasid Llc, Order On Pending Motions And Setting Hearing, Alice D. Bonner

Georgia Business Court Opinions

No abstract provided.


Corporate Constitutional Rights: Easy And Hard Cases, Kent Greenfield Nov 2018

Corporate Constitutional Rights: Easy And Hard Cases, Kent Greenfield

Boston College Law School Faculty Papers

No abstract provided.


Robert L. Nix Order Regarding Motion For Substitution Of Party, John J. Goger Nov 2018

Robert L. Nix Order Regarding Motion For Substitution Of Party, John J. Goger

Georgia Business Court Opinions

No abstract provided.


Gus H. Small Et Al., Order Regarding Expert Discovery Dispute, John J. Goger Nov 2018

Gus H. Small Et Al., Order Regarding Expert Discovery Dispute, John J. Goger

Georgia Business Court Opinions

No abstract provided.


Investment Treaties, Offshore Finance, And The Resource Curse, Karl M.F. Lockhart Nov 2018

Investment Treaties, Offshore Finance, And The Resource Curse, Karl M.F. Lockhart

Boston College Law Review

Questions of how best to understand offshore financial centers (“OFCs”)—countries that have low or zero tax rates, strong banking secrecy regulation, and easy-to-form legal entities—and what, if anything, the international community should do about them remain fixed on the agenda of national and international discourse. This Essay seeks to provide a new theoretical perspective on tax havens and applies this perspective to the cross-border legal regimes that govern international investment. This new analytical framework sees offshore financial centers as countries that are victims of the “resource curse,” as that term is described in economic development literature. Often physically ...


Tara Scott Et Al., Order On Plaintiffs' Motion To Dismiss Counterclaims, Elizabeth E. Long Nov 2018

Tara Scott Et Al., Order On Plaintiffs' Motion To Dismiss Counterclaims, Elizabeth E. Long

Georgia Business Court Opinions

No abstract provided.


John Souza Et Al., Order On Plaintiffs' Second Motion To Compel And Motion For Sanctions, Elizabeth E. Long Nov 2018

John Souza Et Al., Order On Plaintiffs' Second Motion To Compel And Motion For Sanctions, Elizabeth E. Long

Georgia Business Court Opinions

No abstract provided.


Ruby Tuesday, Inc., Consent Protective Order And Clawback Order, John J. Goger Nov 2018

Ruby Tuesday, Inc., Consent Protective Order And Clawback Order, John J. Goger

Georgia Business Court Opinions

No abstract provided.


Getting Their Fix: Doctor's Dependency On Big Pharma, Larissa Tiller Nov 2018

Getting Their Fix: Doctor's Dependency On Big Pharma, Larissa Tiller

The Business, Entrepreneurship & Tax Law Review

Section 6002 of the Affordable Care Act, also known as the “Sunshine Act,” was intended to stop corrupt practices within the medical community by requiring pharmaceutical and medical device manufacturers to disclose all transfers of value of a certain amount made between them and physicians. This article suggests that the better solution to stopping corrupt practices is to ban some transfers all together.


Will Delaware Be Different? An Empirical Study Of Tc Heartland And The Shift To Defendant Choice Of Venue, Ofer Eldar, Neel U. Sukhatme Nov 2018

Will Delaware Be Different? An Empirical Study Of Tc Heartland And The Shift To Defendant Choice Of Venue, Ofer Eldar, Neel U. Sukhatme

Cornell Law Review

Why do some venues evolve into litigation havens while others do not? Venues might compete for litigation for various reasons, like enhancing their judges’ prestige and increasing revenues for the local bar. This competition is framed by the party that chooses the venue. Whether plaintiffs or defendants primarily choose venue is crucial because, we argue, the two scenarios are not symmetrical.

The Supreme Court’s recent decision in TC Heartland LLC v. Kraft Foods LLC illustrates this dynamic. There, the Court effectively shifted venue choice in many patent infringement cases from plaintiffs to corporate defendants. We use TC Heartland to ...


Law School News: Bailey And Kilpatrick Join Rwu School Of Law Board 11/01/2018, Edward Fitzpatrick Nov 2018

Law School News: Bailey And Kilpatrick Join Rwu School Of Law Board 11/01/2018, Edward Fitzpatrick

Life of the Law School (1993- )

No abstract provided.


Revising The Vertical Merger Guidelines (Ftc Hearings), Steven C. Salop Nov 2018

Revising The Vertical Merger Guidelines (Ftc Hearings), Steven C. Salop

Georgetown Law Faculty Publications and Other Works

This slide deck was the author’s presentation at the FTC Hearings on Vertical Mergers (November 1, 2018). The deck sets out a summary of the author’s economic analysis and proposed revisions to the U.S. Vertical Merger Guidelines.


A Rule-Based Method For Comparing Corporate Laws, Lynn M. Lopucki Nov 2018

A Rule-Based Method For Comparing Corporate Laws, Lynn M. Lopucki

Notre Dame Law Review

Part I explains the processes for specifying a Scenario. It introduces the Scenario that will serve as the illustration in the remainder of this Article—a comparison of the liability of directors for the exercise of poor judgment in a Delaware corporation with the corresponding liability in a United Kingdom public limited company. Part II explains and illustrates the necessity of selecting specific entity types for comparison. Part III describes and illustrates the method for resolving the Scenario in both jurisdictions. Part IV explains and illustrates the novel process for close comparison—the extraction, juxtaposition, and comparison of decisional rules ...


Bankruptcy For Banks: A Tribute (And Little Plea) To Jay Westbrook, David A. Skeel Jr. Oct 2018

Bankruptcy For Banks: A Tribute (And Little Plea) To Jay Westbrook, David A. Skeel Jr.

Faculty Scholarship at Penn Law

In this brief essay, to be included in a book celebrating the work of Jay Westbrook, I begin by surveying Jay’s wide-ranging contributions to bankruptcy scholarship. Jay’s functional analysis has had a profound effect on scholars’ understanding of key issues in domestic bankruptcy law, and Jay has been the leading scholarly figure on cross-border insolvency. After surveying Jay’s influence, I turn to the topic at hand: a proposed reform that would facilitate the use of bankruptcy to resolve the financial distress of large financial institutions. Jay has been a strong critic of this legislation, arguing that financial ...