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- Climate change; ESG; corporate governance; diversified investors; fiduciary duty; hedge fund; index fund; institutional investors; proxy contest; systematic risk (1)
- Creditor; fiduciary duty; shareholder; shareholder primacy; Delaware; insolvency; bankruptcy; zone of insolvency; bright-line; economics; trustee; corporation; Dodge v. Ford; Shlensky v. Wrigly; Katz v. Oak Industries; Unocal Corp. v. Mesa Petroleum Co.; Quadrant Structured Product Co. v. Vertin; North American Catholic Education Programming Foundation (1)
- Inc. v. Gheewalla; shareholder value maximization; business judgment rule; two-masters problem; decisionmaking; Credit Lyonnais; uncertainty; bankruptcy; risk; Smith v. Van Gorom; Stone v. Ritter; omission; Bankruptcy Code; In re The Brown Schools; Relativist approach; litigation; creditor protection; closely held corporations; corporate law; fixed value; fluctuating value; risk appetite; director duty; duty of care; duty to luqidate; contract law; creditor class; (1)
- Inc.; McLeod v. Valve Corporation; class actionRacketeer Influenced and Corruption Organizatons Act; RICO; minor; classifaction; statute; entertainment software rating board; ESRB; Entertainment Software Association; ESA; (1)
- Qualified Opportunity Fund; QOF; Private Equity Exemption; Tax Cuts and Jobs Act; securities law; securities regulation; Donald Trump; COVID-19; Internal Revenue Service; IRS; Qualified Opportunity Zones; QOZ; opporunity zone project; tax law; tax incentive; IRS Form 8996; Securities and Exchange Commission; SEC; Securities Act of 1933; Investment Company Act of 1940; private fund exclusion; SEC Rule 506(b); SEC Rule 506(c); section 3(c)(1); section 3(c)(7); investment contract; sophisticated investor; Regulation D; reform; disclosure; California Public Employees' Retirement System; CalPERS; Assembly Bill 2833; crowdfunding; New Markets Tax Credit Program; Low Income House Tax Credit; low-income areas; (1)
Articles 1 - 4 of 4
Full-Text Articles in Law
The Coming Shift In Shareholder Activism: From “Firm-Specific” To “Systematic Risk” Proxy Campaigns (And How To Enable Them), John C. Coffee, Jr.
The Coming Shift In Shareholder Activism: From “Firm-Specific” To “Systematic Risk” Proxy Campaigns (And How To Enable Them), John C. Coffee, Jr.
Brooklyn Journal of Corporate, Financial & Commercial Law
This article distinguishes two types of shareholder activism: (1) firm-specific activism, which has a long history and focuses on changes at a specific target company, and (2) systematic risk activism, which seeks to reduce the systematic risk in a portfolio and thereby benefit diversified investors. Typically, such a systematic risk campaign may force a portfolio company to internalize negative externalities to benefit the other companies in the portfolio (such as by reducing carbon emissions or undertaking climate risk reforms). But, systematic risk activism faces an inherent difficulty: the party that leads this campaign and invests in the target company may …
A Rejection Of Absolutist Duties As A Barrier To Creditor Protection: Facilitating Directorial Decisivness Surrounding Insolvency Through The Business Judgment Rule, Philip Gavin
Brooklyn Journal of Corporate, Financial & Commercial Law
This Article draws attention to the difficulties that directors may face when seeking to discharge their duties as a corporation approaches insolvency, in particular when directors must discern the point at which a corporation has become insolvent. It argues that discretion allowed to directors by the business judgment rule will be crucial to overcoming these difficulties. To do this, this article examines the nature of duties owed by directors both before and after insolvency, and accepts the stance taken by Delaware courts in recent years towards an expansive understanding of a corporation’s interests upon insolvency. It then considers unresolved issues …
Qualified Opportunity Funds: Private Equity Exemptions From Public Responsibility, Audrey E. Abate
Qualified Opportunity Funds: Private Equity Exemptions From Public Responsibility, Audrey E. Abate
Brooklyn Journal of Corporate, Financial & Commercial Law
The historic Tax Cuts and Jobs Act (TCJA), passed and signed into law in 2017, included a pilot program of a new kind of tax advantage: the Qualified Opportunity Zone. The obscure provision has since spawned novel investment vehicles, called Qualified Opportunity Funds, through which qualified individuals and entities participate in what are often significant tax advantages, including deferral of capital gains for up to ten years. Because Qualified Opportunity Funds have come into existence so recently, regulation has been slow to catch up to the ways in which this tax program is rapidly attracting capital from private equity, investment …
Let's Stop Playing Games: Why Better Congressional Interaction Is Required To Protect Young Gamers, Dominick Tarantino
Let's Stop Playing Games: Why Better Congressional Interaction Is Required To Protect Young Gamers, Dominick Tarantino
Brooklyn Journal of Corporate, Financial & Commercial Law
This Note addresses the predatory nature of video game microtransactions, the serious risks they pose, and why an improved plan of legislative intervention is necessary to protect young, vulnerable video game consumers. With loot box microtransactions driving a flourishing industry that has reached unprecedented levels of success, adequate consumer protection cannot properly be achieved through self-regulation. Senator Josh Hawley’s Protecting Children from Abusive Games Act is a step in the right direction, but its broad language will result in unintended consequences that can cripple the entire industry. Revising the bill’s language will protect the intended young consumer and allow for …