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Articles 31 - 47 of 47
Full-Text Articles in Law
Bridgefunding Is Crowdfunding For Startups Across The Private Equity Gap, Seth C. Oranburg
Bridgefunding Is Crowdfunding For Startups Across The Private Equity Gap, Seth C. Oranburg
Seth C Oranburg
Title III of the JOBS Act of 2012, which attempts to encourage entrepreneurship by allowing startups and small business to sell stock to the general public over the Internet through “crowdfunding,” is completely backwards. Its ceiling should be a floor—the $1 million limit should be inverted. By capping startups at raising $1 million from crowdfunding, the JOBS Act does not address the private equity gap, a fundamental problem in startup markets, and exposes unsophisticated investors to risk and fraud. This Article presents a regulatory framework premised on “bridgefunding,” an approach that this article develops to protect new investors by encouraging …
Examining Success, Jonathan C. Lipson
Examining Success, Jonathan C. Lipson
Jonathan C. Lipson
Chapter 11 of the Bankruptcy Code presumes that managers will remain in possession and control of a corporate debtor. This presents an obvious agency problem: these same managers may have gotten the company into trouble in the first place. The Bankruptcy Code thus includes checks and balances in the reorganization process, one of which is supposed to be an “examiner,” a private individual appointed to investigate and report on the debtor’s collapse.
We study their use in practice. Extending prior research, we find that examiners are exceedingly rare, despite the fact that they should be “mandatory” in large cases ($5 …
Flexible Finality In Bankruptcy: The Right To Appeal A Denial Of Plan Confirmation, Joseph L. Nepowada
Flexible Finality In Bankruptcy: The Right To Appeal A Denial Of Plan Confirmation, Joseph L. Nepowada
Joseph L Nepowada
This Article examines the current state of the law interpreting what “finality” means in context of a bankruptcy proceeding and what effect that interpretation has on the appealability of certain orders, such as the denial of plan confirmation under a Chapter 13 bankruptcy proceeding. The article highlights nine courts of appeals and their decisions concerning the appealability of a denial of a plan confirmation and it is apparent that the courts are split with three courts of appeal allowing a debtor to appeal a denial of plan confirmation as a matter of right, while six courts of appeal will deny …
Worlds Colliding: Competition Policy And Bankruptcy Fire Sales, Max Huffman
Worlds Colliding: Competition Policy And Bankruptcy Fire Sales, Max Huffman
Max Huffman
Modern business bankruptcies commonly involve mergers and acquisitions pursued as “fire sales.” The bankruptcy forum and the unique incentives bankruptcy creates allow those acquisitions to take place with reduced constituent involvement and regulatory oversight. Those fire sale transactions may present antitrust concerns where they lead to undue concentration in the relevant marketplace. This paper studies the poorly explored tension between bankruptcy law, which favors mergers and acquisitions as value-maximizing propositions and creates opportunity for fire sales, and antitrust law, which disfavors combinations leading to undue concentrations of economic power. The substantial tension manifests both as a matter of substantive law …
Enduring Design For Business Entities, William E. Foster
Enduring Design For Business Entities, William E. Foster
William E Foster
The success or failure of an institution may hinge on some of the earliest decisions of its founders. In constitutional design literature, endurance is a widely accepted drafting objective. Indeed, constitutional endurance is positively associated with prosperous and stable societies. Like drafters of constitutions, business organizers have almost innumerable objectives for their enterprises, and attorneys drafting organizational documents must take into account these myriad goals. Oftentimes the drafting process fails to fully address some of the most important of these aims and results in suboptimal structures that lack predictability and reliability. This article looks specifically at small business organizations and …
We Do Not Recognise Anything 'Private': Public Interest And Private Law Under The Socialist Legal Tradition And Beyond, Rafal Manko
Dr. Rafał Mańko
In line with Lenin’s famous quote that Bolsheviks “do not recognise anything private” and that private law must be permeated with public interest, the private (civil) law of the USSR and other countries of the Soviet bloc, including Poland underwent reform aimed at furthering the public interest at the expense of the private one. Specific legal institutions were introduced for this purpose, in the form of legal innovations, loosely, if at all, based on pre-existing Western models. In the Polish case, such legal institutions were usually legal transfers, imported from the Soviet Union. When the socio-economic and political system changed …
La Inscripción Del Acuerdo De Disolución Societaria, Daniel Echaiz Moreno
La Inscripción Del Acuerdo De Disolución Societaria, Daniel Echaiz Moreno
Daniel Echaiz Moreno
No abstract provided.
Optimized Theft: Why Some Controlling Shareholders “Generously” Expropriate From Minority Shareholders, Sang Yop Kang
Optimized Theft: Why Some Controlling Shareholders “Generously” Expropriate From Minority Shareholders, Sang Yop Kang
Sang Yop Kang
Although controlling shareholder agency problems have been well studied so far, many questions still remain unanswered. In particular, an important puzzle in a bad-law jurisdiction is: why some controlling shareholders (“roving controllers”) loot the entire corporate assets at once, and why others (“stationary controllers”) siphon a part of corporate assets on a continuous basis. To solve this conundrum, this Article provides analytical frameworks exploring the behaviors and motivations of controlling shareholders. To begin with, I reinterpret Olson’s political theory of “banditry” in the context of corporate governance in developing countries. Based on a new taxonomy of controlling shareholders (“roving controllers” …
Appraisal Activism In M&A Deals: Recent Developments In The United States And The Eu, Raluca Papadima
Appraisal Activism In M&A Deals: Recent Developments In The United States And The Eu, Raluca Papadima
Raluca Papadima
This article discusses the recent rise in M&A appraisal activism in the United States and, to a lower extent, in the European Union (using France, Germany and Romania as examples). It explains the mechanisms and rationale that lead to appraisal proceedings, their outcome and their effects for the parties involved (buyers, targets, financial advisors) and for M&A practitioners. It concludes that while appraisal activism is expected to continue, and amplify, in the United States, there is not a similarly high or immediate cause for concern in the European Union.
Tribunal Registral Dice Que Publicación Del Acuerdo De Disolución Y Liquidación De Sociedad Forma Parte Del Título Para Su Inscripción, Daniel Echaiz Moreno
Tribunal Registral Dice Que Publicación Del Acuerdo De Disolución Y Liquidación De Sociedad Forma Parte Del Título Para Su Inscripción, Daniel Echaiz Moreno
Daniel Echaiz Moreno
No abstract provided.
Consumer Protection, Hijacking And The Concepcion Cases, Brandy G. Robinson
Consumer Protection, Hijacking And The Concepcion Cases, Brandy G. Robinson
Brandy G Robinson
Since its ruling, AT&T Mobility v. Concepcion has been the subject of scrutiny among many people in both the business and legal industries. The ruling’s significance denotes class arbitration is no longer a viable option in certain types of litigation matters. Yet, courts continue to defy this ruling. Post-Concepcion cases help in exploring why there is such a discord and confusion on whether class arbitration or any class alternative dispute resolution method are allowable.This article briefly examines AT&T Mobility LLC v. Concepcion and post-Concepcion cases and what remains for consumers and consumer law attorneys after Concepcion. The article also provides …
La Csjn Y El "Cepo Cambiario", Martin Paolantonio
La Csjn Y El "Cepo Cambiario", Martin Paolantonio
Martin Paolantonio
Nuevo análisis de la jurisprudencia de la Corte Suprema sobre las restricciones cambiarias
El Portador Protegido Del Título Valor Y El Código Civil Y Comercial, Martin Paolantonio
El Portador Protegido Del Título Valor Y El Código Civil Y Comercial, Martin Paolantonio
Martin Paolantonio
Considerando el reciente Código Civil y Comercial, se presenta en la doctrina argentina el concepto de portador protegido, elaborado sobre la base de las disposiciones generales de títulos valores del nuevo ordenamiento de derecho privado.
Monólogo De Fuentes: El Pagaré De Consumo, Martin Paolantonio
Monólogo De Fuentes: El Pagaré De Consumo, Martin Paolantonio
Martin Paolantonio
Análisis de la relación entre el derecho del consumidor, el juicio ejecutivo y la disciplina de los títulos valores, a propósito del conflicto que plantea la interpretación de alguna doctrina y jurisprudencia sobre la base del art. 36 de la ley de defensa del consumidor
Amenities, Amenities, Amenities? How Policymakers Can Swot Their Way To Better Entrepreneurial Facility Options, Darren Prum
Amenities, Amenities, Amenities? How Policymakers Can Swot Their Way To Better Entrepreneurial Facility Options, Darren Prum
Darren A. Prum
Across the country, policymakers from both the public and private sector regardless of their level of responsibility turn to entrepreneurial ventures as an opportunity to drive economic activity within their sphere of influence. They develop and implement strategies that encourage new business ventures but fail to consider a fundamental aspect of the organizing process of a business, which is finding a suitable facility. As such, this article seeks to consider and evaluate the forms and types of facilities available to entrepreneurs in order to provide policymakers with an insight on the best methods to assist in facilitating their success while …
Studying Is Dangerous? Possible Federal Remedies For Study Abroad Liability, Robert J. Aalberts, Chad G. Marzen, Darren A. Prum
Studying Is Dangerous? Possible Federal Remedies For Study Abroad Liability, Robert J. Aalberts, Chad G. Marzen, Darren A. Prum
Chad G. Marzen
Every year, thousands of U.S. students study abroad for academic credit. Study abroad programs have traditionally garnered strong congressional support, and proponents of the programs emphasize the educational, cultural, and diplomatic benefits from study abroad experiences.
Despite the many benefits of study abroad programs, risks are incurred overseas. In the past several years, a number of incidents have resulted in which students studying abroad have not only incurred physical harm, but in some instances have died while enrolled in a study abroad program. The current liability standards governing study abroad programs are murky. This article not only discusses the various …
The Personal Liability Of Insurance Claims Adjusters For Insurance Bad Faith, Chad G. Marzen
The Personal Liability Of Insurance Claims Adjusters For Insurance Bad Faith, Chad G. Marzen
Chad G. Marzen
One of the currents of change sweeping through the insurance industry is the rise of insurance bad faith liability. There is an emerging legal question today as to whether the individual employee adjusters of insurance companies can be subject to bad faith liability.This article examines the question of whether employee-adjusters of insurance companies can and should be held liable for insurance bad faith liability. Early reported cases involving personal liability for bad faith generally held that insurance company employee adjusters were immune from bad faith claims as they were not in privity of contract with insureds. However, three significant decisions …