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Full-Text Articles in Law

Transactional Drafting: Teaching Tips, Judith A. Rosenbaum Jun 2013

Transactional Drafting: Teaching Tips, Judith A. Rosenbaum

Transactions: The Tennessee Journal of Business Law

No abstract provided.


International Students: How To Teach Transactional Skills, Douglas Levene Jun 2013

International Students: How To Teach Transactional Skills, Douglas Levene

Transactions: The Tennessee Journal of Business Law

No abstract provided.


How To Sufficiently Consider Efficiency, Competition, And Capital Formation In The Wake Of Business Roundtable, Ian D. Ghrist Jun 2013

How To Sufficiently Consider Efficiency, Competition, And Capital Formation In The Wake Of Business Roundtable, Ian D. Ghrist

Transactions: The Tennessee Journal of Business Law

Even before the Dodd-Frank Act (“Dodd-Frank” or “Act”), rules promulgated by the Securities and Exchange Commission (“SEC”) occasionally struggled to cross the threshold of the D.C. Circuit’s arbitrary and capricious review standard. This standard is bolstered by the requirement found in various acts of Congress that, before the appropriate agency promulgates a rule, it must consider whether the rule promotes efficiency, competition, and capital formation. Striking examples of rulemaking failures include the fixed-indexed annuity rule, the independent director rules, and most recently, the proxy access rule. While Dodd-Frank did not create the difficulties inherent in defining and exceeding ...


Across The Curriculum: Integrating Transactional Skills Instruction, Jean Whitney, Lori D. Johnson, Richard Rawson, Carol Morgan Jun 2013

Across The Curriculum: Integrating Transactional Skills Instruction, Jean Whitney, Lori D. Johnson, Richard Rawson, Carol Morgan

Transactions: The Tennessee Journal of Business Law

No abstract provided.


A Case Study In Transactional Centers And Certificate/Concentration Programs: From Program Design To Student Experience, The Clayton Center For Entrepreneurial Law, Brian K. Krumm, Joan Macleod Heminway, Michael J. Higdon Jun 2013

A Case Study In Transactional Centers And Certificate/Concentration Programs: From Program Design To Student Experience, The Clayton Center For Entrepreneurial Law, Brian K. Krumm, Joan Macleod Heminway, Michael J. Higdon

Transactions: The Tennessee Journal of Business Law

No abstract provided.


Opening Remarks, Sue Payne Jun 2013

Opening Remarks, Sue Payne

Transactions: The Tennessee Journal of Business Law

No abstract provided.


Front Matter Jan 2012

Front Matter

Transactions: The Tennessee Journal of Business Law

No abstract provided.


Forward: Reforms For Hire: The Jobs Act Legislation, Joan Macleod Heminway Jan 2012

Forward: Reforms For Hire: The Jobs Act Legislation, Joan Macleod Heminway

Transactions: The Tennessee Journal of Business Law

No abstract provided.


Reforms For Hire: The Jobs Act Legislation, James E. Bitter, Todd B. Skelton Jan 2012

Reforms For Hire: The Jobs Act Legislation, James E. Bitter, Todd B. Skelton

Transactions: The Tennessee Journal of Business Law

Just over ten years ago, following corporate and accounting scandals in which investors lost billions of dollars, Congress enacted the Sarbanes-Oxley Act of 2002. Sarbanes-Oxley reformed public accountability reporting standards, raising the costs of compliance. In 2010, following the recent financial crisis, Congress enacted the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). The Dodd-Frank Act further increased market regulation. Sarbanes-Oxley and the Dodd-Frank Act have together worked to stem market participation.

On April 5, 2012, President Barack Obama signed the bipartisan Jumpstart Our Business Startups Act (the “JOBS Act”). The JOBS Act now seeks to ease ...


Forward: 2013 Revisions To The Tennessee Business Corporations Act, Joan Macleod Heminway Jan 2012

Forward: 2013 Revisions To The Tennessee Business Corporations Act, Joan Macleod Heminway

Transactions: The Tennessee Journal of Business Law

No abstract provided.


2013 Revisions To The Tennessee Business Corporation Act, Trevor Mcelhaney Jan 2012

2013 Revisions To The Tennessee Business Corporation Act, Trevor Mcelhaney

Transactions: The Tennessee Journal of Business Law

The Tennessee Business Corporation Act, as amended (“TBCA”), is the primary governing authority over the formation and operation of all Tennessee for-profit corporations. The TBCA was enacted in 1986 and became effective on January 1, 1987, replacing the Tennessee General Corporation Act of 1968. The TBCA is codified in sections 48-11-101 through 48-27-103 of the Tennessee Code Annotated.

In general, the TBCA was enacted as an enabling statute and was written to conform to the standards of the Revised Model Business Corporation Act (“MBCA”), which was adopted by the Corporate Law Committee of the Business Section of the American Bar ...


Determining The Proper Standard For Invalidating Arbitration Agreements Based On High Prohibitive Costs: A Discussion On The Varying Applications Of The Case-By-Case Rule, Richard A. Bales, Mark B. Gerano Jan 2012

Determining The Proper Standard For Invalidating Arbitration Agreements Based On High Prohibitive Costs: A Discussion On The Varying Applications Of The Case-By-Case Rule, Richard A. Bales, Mark B. Gerano

Transactions: The Tennessee Journal of Business Law

Arbitration is a common means of resolving commercial disputes. Although arbitration is an attractive alternative to litigation, arbitration can be disadvantageous to a potential plaintiff because of high costs. The United States Supreme Court endorsed a “liberal … policy favoring arbitration agreements” whenever possible. However, a party is often at a disadvantage upon signing an arbitration agreement when little understanding of the agreement’s cost implications exist. Such scenarios can arise when negotiating adhesion contracts or employee handbook agreements, and when they do arise, the question of whether an agreement can be invalidated because of its cost implications must be answered ...


In Search Of A Unique Identity: The L3c As A Socially Recognized Brand, Tanya M. Marcum, Eden S. Blair Jan 2012

In Search Of A Unique Identity: The L3c As A Socially Recognized Brand, Tanya M. Marcum, Eden S. Blair

Transactions: The Tennessee Journal of Business Law

The driving force for the decision to organize a new business venture as a limited liability company (“LLC”) is typically the desire to achieve favorable pass-through income tax treatment, while simultaneously enjoying the protection of limited liability for its owners. As noted by one court, “[t]he allure of the limited liability company is its unique ability to bring together in a single business organization the best features of all other business forms—properly structured, its owners obtain both a corporate-style liability shield and the pass-through tax benefits of a partnership.”

During the twenty-year period between 1977 and 1997, the ...


Change We Can Believe In: Comparative Perspectives On The Criminalization Of Corporate Negligence, David Kerem Jan 2012

Change We Can Believe In: Comparative Perspectives On The Criminalization Of Corporate Negligence, David Kerem

Transactions: The Tennessee Journal of Business Law

This paper comparatively explores the wisdom of America’s enforcement of federal corporate laws through the disproportionate assignment of criminal penalties at the entity-level. Although federal criminal statutes have long been enforced against individual violators, the vigor with which they are applied pales in comparison to the frequency of entity-level enforcement. This state of affairs has been undoubtedly spurred by the elevated state of mind requirements appended to federal securities statutes, the considerable difficulty of proving individual criminal intent within a fragmented corporate structure, and the availability of entity-level liability doctrine to prosecutors. This has resulted in countless individual violators ...


Case Commentaries Jan 2012

Case Commentaries

Transactions: The Tennessee Journal of Business Law

No abstract provided.


Business Faculty Notes Jan 2012

Business Faculty Notes

Transactions: The Tennessee Journal of Business Law

No abstract provided.


A Primer On Opinion Letters: Explanations And Analysis, Kelly A. Love Jan 2007

A Primer On Opinion Letters: Explanations And Analysis, Kelly A. Love

Transactions: The Tennessee Journal of Business Law

No abstract provided.


Penzoil V. Texaco, Twenty Years After: Lessons For Business Lawyers, Robert M. Lloyd Jan 2005

Penzoil V. Texaco, Twenty Years After: Lessons For Business Lawyers, Robert M. Lloyd

Transactions: The Tennessee Journal of Business Law

No abstract provided.