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Full-Text Articles in Law

Law School News: Logan To Serve As Adviser On Restatement Third Of Torts 11-07-2019, Michael M. Bowden Nov 2019

Law School News: Logan To Serve As Adviser On Restatement Third Of Torts 11-07-2019, Michael M. Bowden

Life of the Law School (1993- )

No abstract provided.


Promoting Predictability In Business: Solutions For Overlapping Liability In International Anti-Corruption Enforcement, Andrew T. Bulovsky May 2019

Promoting Predictability In Business: Solutions For Overlapping Liability In International Anti-Corruption Enforcement, Andrew T. Bulovsky

Michigan Journal of International Law

This Note evaluates solutions to the problems of overlapping liability in general and multi-jurisdictional disgorgement in particular. Part I traces the origins of international anti-corruption efforts and provides an overview of the Foreign Corrupt Practices Act (the “FCPA”). It then discusses the two most significant international anti-corruption conventions: the OECD’s Convention on Combatting Bribery of Foreign Officials in International Business Transactions (the “OECD Convention”) and the United Nations Convention Against Corruption (“UNCAC”). Part II lays out the problems created by the lack of a formal mechanism to prevent overlapping liability— a phenomenon that violates the common law concept known ...


Bytes Bite: Why Corporate Data Breaches Should Give Standing To Affected Individuals, Caden Hayes Mar 2019

Bytes Bite: Why Corporate Data Breaches Should Give Standing To Affected Individuals, Caden Hayes

Washington and Lee Journal of Civil Rights and Social Justice

High-profile data hacks are not uncommon. In fact, according to the Privacy Rights Clearinghouse, there have been at least 7,961 data breaches, exposing over 10,000,000,000 accounts in total, since 2005. These shocking numbers are not particularly surprising when taking into account the value of information stolen. For example, cell phone numbers, as exposed in a Yahoo! hack, are worth $10 a piece on the black market, meaning the hackers stood to make $30,000,000,000 from that one hack. That dollar amount does not even consider copies the hackers could make and later resell. Yet ...


Liability Of The Management Of The Company, M. Kamalov Sep 2018

Liability Of The Management Of The Company, M. Kamalov

Review of law sciences

The article considers the issue of liability the officials of the joint stock companies. The issue of liability of business officials is of paramount importance, since it directly affects entrepreneurial activity. The author analyzes the current legislation and the existing deficiencies in law enforcement in the matter of establishing liability. The author draws the conclusion that national legislation requires improvement, taking into account foreign practice and legislation.


Liability Of The Management Of The Company, M. Kamalov Sep 2018

Liability Of The Management Of The Company, M. Kamalov

Review of law sciences

The article considers the issue of liability the officials of the joint stock companies. The issue of liability of business officials is of paramount importance, since it directly affects entrepreneurial activity. The author analyzes the current legislation and the existing deficiencies in law enforcement in the matter of establishing liability. The author draws the conclusion that national legislation requires improvement, taking into account foreign practice and legislation.


Theoretical And Practical Issues Of Introducing The Institution Of Financial Responsibility Of Legal Entities, A. Umarov, A. Ibragimova Jun 2018

Theoretical And Practical Issues Of Introducing The Institution Of Financial Responsibility Of Legal Entities, A. Umarov, A. Ibragimova

Review of law sciences

This article describes theoretical and practical issues of introducing the institution of financial and corporate responsibility of legal entities, an analysis of foreign and national legislation in the field of regulation of liability of legal entities, and gives suggestions and recommendations aimed at improving the legal norms of corporate legislation.


Setting Sail To Cuba: Analyzing The Recent Introduction Of Cruise Lines And The Impact On American Tourist Freedoms, Alessandria San Roman May 2018

Setting Sail To Cuba: Analyzing The Recent Introduction Of Cruise Lines And The Impact On American Tourist Freedoms, Alessandria San Roman

University of Miami Business Law Review

After President Obama’s announcement in early 2015 of increased relations with the Cuban government despite the existing Cuban embargo under the Helms–Burton Act and the Cuban Democracy Act, Carnival Cruise line made history in July of 2015 when it became the first United States cruise line to receive approval from both the United States Department of Treasury and the United States Department of Commerce to offer cruises to Cuba. Since its introduction, there has been wide increase in Cuba’s tourism industry. However, Cuban regulations still regulate where and how cruise lines can travel. The increased relations are ...


Benefit Corporations: A Proposal For Assessing Liability In Benefit Enforcement Proceedings, Jaime Lee May 2018

Benefit Corporations: A Proposal For Assessing Liability In Benefit Enforcement Proceedings, Jaime Lee

Cornell Law Review

There has been a growing trend of more socially conscious consumption as a new generation of consumers and business leaders rises to the forefront. This trend has elicited a response from existing corporations and entrepreneurs starting new businesses such that socially-minded goals are taken into account in addition to profit-maximizing goals. Because the traditional corporation models restricted the ability of businesses to serve both socially-conscious and profit-maximizing goals simultaneously, new "fourth sector" corporations that combine aspects of the traditional for-profit, non-profit, and government sectors have been increasing in number. The most notable of these "fourth sector" corporations are benefit corporations ...


Asarco Llc V. Atlantic Richfield Company, Ryan L. Hickey Apr 2018

Asarco Llc V. Atlantic Richfield Company, Ryan L. Hickey

Public Land & Resources Law Review

The Comprehensive Environmental Response, Compensation, and Liabiltiy Act, commonly known as CERCLA, facilitates cleanup of hazardous waste sites and those contaminated by other harmful substances by empowering the Environmental Protection Agency to identify responsible parties and require them to undertake or fund remediation. Because pollution sometimes occurrs over long periods of time by multiple parties, CERCLA also enables polluters to seek financial contribution from other contaminators of a particular site. The Ninth Circuit clarified the particuar circumstances under which contribution actions may arise in Asarco LLC v. Atlantic Richfield Co., holding non-CERCLA settlements may give rise to CERCLA contribution actions ...


Assessing The Competitive Effects Of Surcharging The Use Of Payment Mechanisms, Steven Semeraro Apr 2018

Assessing The Competitive Effects Of Surcharging The Use Of Payment Mechanisms, Steven Semeraro

University of Miami Business Law Review

The Department of Justice’s theory of liability in its case attacking the non–discrimination provisions in American Express’s merchant contracts contends that point–of–sale competition on the price of making a purchase with a credit card is an instrument creating economic efficiency. That is, the economy would run more efficiently, and consumers would be better off, if merchants were free to charge variable prices for different types of credit cards. After all, charging different prices for using different types of payment mechanisms appears to be just another form of presumptively positive price competition.

The Second Circuit rejected ...


Re-Examining The Law And Economics Of The Business Judgment Rule: Notes For Its Implementation In Non-Us Jurisdictions, Aurelio Gurrea-Martinez Jan 2018

Re-Examining The Law And Economics Of The Business Judgment Rule: Notes For Its Implementation In Non-Us Jurisdictions, Aurelio Gurrea-Martinez

Research Collection School Of Law

The business judgment rule, as it has been traditionally understood, seems to be based on three underlying assumptions that make this rule economically desirable. First, directors are subject to a credible threat of being sued for a breach of the duty of care. Second, the primary role of the corporation is to maximise shareholder value. Third, shareholders want the directors to pursue those investment projects with the highest net present value regardless of their volatility. This article challenges these assumptions and argues that the business judgment rule might not be desirable in some jurisdictions outside the United States and even ...


Enterprise Without Entities, Andrew Verstein Jan 2017

Enterprise Without Entities, Andrew Verstein

Michigan Law Review

Scholars and practicing lawyers alike consider legal entities to be essential. Who can imagine running a large business without using a business organization, such as a corporation or partnership? This Article challenges conventional wisdom by showing that vast enterprises—with millions of customers paying trillions of dollars—often operate without any meaningful use of entities.

This Article introduces the reciprocal exchange, a type of insurance company that operates without any meaningful use of a legal entity. Instead of obtaining insurance from a common nexus of contract, customers directly insure one another through a dense web of bilateral agreements. While often ...


Corporate And Business Law, Laurence V. Parker Jr. Nov 2016

Corporate And Business Law, Laurence V. Parker Jr.

University of Richmond Law Review

Over the past three years, there have been a number of legislative changes to Virginia's business entity statutes. In Part I,this article highlights the changes to the Virginia Stock Corporation Act ("VSCA") and the Virginia Nonstock Corporation Act ('"VNSCA"). Part II highlights changes to the Limited Liability Company Act ("LLC Act"). Part III summarizes Virginia's new intrastate crowdfunding law. The Supreme Court of Virginia has also addressed several significant issues over the last three years, including the applicability of appraisal rights in a stepped transaction. Part IV reviews several of the significant cases during this period.


Private Solutions To Global Crises, Gregory R. Day Oct 2016

Private Solutions To Global Crises, Gregory R. Day

St. John's Law Review

(Excerpt)

The contribution of this Article is both theoretical and practical. Considering that MNCs rarely suffer liability abroad, this Article identifies an emerging, understudied type of international agreement able to hold MNCs responsible for torts in the developing world. On a theoretical level, the research herein identifies situations in which arbitral decisions are superior to judicial rulings. This Article also advances the private dispute resolution literature, which has developed slowly due to arbitration’s private and confidential nature. The works that do discuss arbitration overwhelmingly assume that the process favors corporations, rarely mentioning arbitration’s socially desirable qualities. Thus, this ...


The 5th Annual Professor Anthony J. Santoro Business Law Lecture: Enforcing Insider Trading Laws: The Changing Landscape, Stephen L. Cohen, Roger Williams University School Of Law Sep 2016

The 5th Annual Professor Anthony J. Santoro Business Law Lecture: Enforcing Insider Trading Laws: The Changing Landscape, Stephen L. Cohen, Roger Williams University School Of Law

School of Law Conferences, Lectures & Events

No abstract provided.


Tax Planning: Foreign Investment In United States Real Property, William H. Newton Iii Apr 2015

Tax Planning: Foreign Investment In United States Real Property, William H. Newton Iii

Georgia Journal of International & Comparative Law

No abstract provided.


To Know A Veil, Douglas C. Michael Dec 2014

To Know A Veil, Douglas C. Michael

Douglas C. Michael

Lawyers, judges, law students, and law professors have a love-hate relationship with the doctrine of “piercing the corporate veil”—the idea that shareholders might sometimes be personally liable for the debts of the corporation. It is the subject covered more than all others in courses on corporation law. It is widely litigated, being the subject of thousands of opinions. Yet, for all this attention, it is routinely vilified by the experts. Most commentators recognize that it is jurisprudence without substance. This Article is an attempt to form a basis for rigorous analysis of virtually every veil-piercing case and to rid ...


Shareholder Liability In Nova Scotia Unlimited Companies, Mohamed F. Khimji Oct 2014

Shareholder Liability In Nova Scotia Unlimited Companies, Mohamed F. Khimji

Dalhousie Law Journal

Unlimited Companies incorporated under the Nova Scotia Companies Act (NSULCs) have, in recent decades, become recognized as tax efficient forms of business organizations. NSULCs differ from conventional business corporations in that their shareholders are exposed to liability for corporate obligations under the enabling legislation. This paper attempts to provide an analysis of the precise nature of unlimited liability faced by shareholders in such entities in response to recent bankruptcy litigation in the U.S. that raised the issue of the relationship between a shareholder's liability for a debt of the firm under the enabling legislation and under a contractual ...


Circolazione Di Titoli Di Debito E Responsabilità Degli Investitori Professionali, Valerio Sangiovanni Jan 2014

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

Valerio Sangiovanni

No abstract provided.


Private Equity & Private Suits: Using 10b-5 Antifraud Suits To Discipline A Transforming Industry, Kenneth J. Black Jan 2013

Private Equity & Private Suits: Using 10b-5 Antifraud Suits To Discipline A Transforming Industry, Kenneth J. Black

Michigan Business & Entrepreneurial Law Review

This note demonstrates why private equity will no longer be able to avoid private investor suits as it has (mostly) done in the past and explores the industry’s response to a growing number of investor suits. Notably, the industry has already begun to shift its strategy from regulatory avoidance to regulatory capture, at least in part to avoid investor suits. Given these changes, this note proposes that the best way to maintain discipline in the transforming private equity market is to protect the ability of investors to bring private suits.


The Limited Liability Company As A Security, Mark I. Steinberg, Karen L. Conway Nov 2012

The Limited Liability Company As A Security, Mark I. Steinberg, Karen L. Conway

Pepperdine Law Review

No abstract provided.


Are Limited Liability Company Interests Securities?, Mark A. Sargent Nov 2012

Are Limited Liability Company Interests Securities?, Mark A. Sargent

Pepperdine Law Review

No abstract provided.


Collateral Participant Liability Under State Securities Laws, Douglas M. Branson Nov 2012

Collateral Participant Liability Under State Securities Laws, Douglas M. Branson

Pepperdine Law Review

No abstract provided.


Corporations As Ships: An Inquiry Into Personal Accountability And Institutional Legitimacy , Art Wolfe Nov 2012

Corporations As Ships: An Inquiry Into Personal Accountability And Institutional Legitimacy , Art Wolfe

Pepperdine Law Review

No abstract provided.


Valuing The Environment: Noaa's New Regulations Under The Oil Pollution Act Of 1990, Ronald M. Pierce Nov 2012

Valuing The Environment: Noaa's New Regulations Under The Oil Pollution Act Of 1990, Ronald M. Pierce

Pepperdine Law Review

No abstract provided.


The Shocking Impact Of Corporate Scandal On Directors' And Officers' Liability, Nancy R. Mansfield, Joan T.A. Gabel, Kathleen A. Mccullough, Stephen G. Fier Jul 2012

The Shocking Impact Of Corporate Scandal On Directors' And Officers' Liability, Nancy R. Mansfield, Joan T.A. Gabel, Kathleen A. Mccullough, Stephen G. Fier

University of Miami Business Law Review

Directors and officers liability (hereinafter D&O) serves as a deterrent to corporate wrongdoing. Recent cycles of corporate scandal have impacted the tools used to manage the risk that D&O liability creates. The impact of these scandals is a "shock," which is a sudden event that alters the market profoundly. Market alteration has counter intuitively resulted in increased availability of D&O insurance at a lower price, despite an increase in D&O liability. With increased D&O coverage offerings at lower costs, the market has become soft, making coverage readily available. Carriers are competing for insureds and there ...


Corporate Ethics In A Devilish System, Kent Greenfield Nov 2011

Corporate Ethics In A Devilish System, Kent Greenfield

Kent Greenfield

Prepared for a roundtable on corporate ethics at the University of Maryland School of Law, this essay argues that discussions of corporate ethics that focus on mere compliance with law are too narrow. While an emphasis on legal compliance is indeed crucial, a dedication to legality standing alone is hardly a robust sense of ethics, corporate or otherwise. Whether one takes guidance from religious norms or from secular philosophers, there are significant areas of agreement as to what amounts to ethical behavior: acting with due care for others; taking responsibility for the effect of one's actions; being honest; considering ...


Overlitigating Corporate Fraud: An Empirical Examination, Jessica M. Erickson Nov 2011

Overlitigating Corporate Fraud: An Empirical Examination, Jessica M. Erickson

Law Faculty Publications

Corporate law leaves no stone unturned when it comes to litigating corporate fraud. The legal system has developed a remarkable array of litigation options shareholder derivative suits, securities class actions, SEC enforcement actions, even criminal prosecutions all aimed at preventing the next corporate scandal. Scholars have long assumed that these different lawsuits offer different avenues for deterring the masterminds of corporate fraud yet this assumption has gone untested in the legal literature. This Article aims to fill that gap through the first empirical examination of the broader world of corporate fraud litigation. Analyzing over 700 lawsuits, the study reveals that ...


Corporate And Business Law, Laurence V. Parker Nov 2011

Corporate And Business Law, Laurence V. Parker

University of Richmond Law Review

In the 2011 session, the Virginia General Assembly passed House Bill 2358, Benefit Corporations, to be codified as article 22 (the "Benefit Corporations Article") of the Virginia Stock Corporation Act ("VSCA"). The Benefit Corporations Article is largely based on legislation prepared in other states and allows a Virginia corporation to elect in its articles of incorporation to be treated as a "benefit corporation." These for-profit corporations are required to pursue not only profitability but also a general public benefit and, if one so elects, one or more specific public benefits. In Section II of this article, the author discusses the ...


Allen V. Dackman: Doing Away With Limited Liability In Maryland, Jeffrey S. Quinn Jan 2011

Allen V. Dackman: Doing Away With Limited Liability In Maryland, Jeffrey S. Quinn

Maryland Law Review

No abstract provided.