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Full-Text Articles in Law

Aproximación A Los Mecanismos Para Completar El Contrato Desde La Teoría Económica. El Caso De La Cadena Alimentaria, Teresa Rodríguez-Cachón Mar 2018

Aproximación A Los Mecanismos Para Completar El Contrato Desde La Teoría Económica. El Caso De La Cadena Alimentaria, Teresa Rodríguez-Cachón

The Latin American and Iberian Journal of Law and Economics

The economic theory of the contract has put into the firing line of legal debate the relevance of taking into account the incomplete nature of this legal instrument, coming from the bounded rationality of human beings and from the existence of transaction costs. From this point of view, it is necessary to study legal system mechanisms to correct this problem. These mechanisms, apart from being particularly relevant in long-term contractual relations, differ according to the nature of each relation. Among all, special attention is focused on default rules as a mechanism to fill in contracts and their application to the ...


Limited Liability And The Known Unknown, Michael Simkovic Feb 2018

Limited Liability And The Known Unknown, Michael Simkovic

University of Southern California Legal Studies Working Paper Series

Limited liability is a double-edged sword. On the one hand, limited liability may help overcome investors’ risk aversion and facilitate capital formation and economic growth. On the other hand, limited liability is widely believed to contribute to excessive risk taking and externalization of losses to the public. The externalization problem can be mitigated imperfectly through existing mechanisms such as regulation, mandatory insurance, and minimum capital requirements. These mechanisms could be more effective if information asymmetries between industry and policymakers could be reduced. Private businesses will typically have better information about industry-specific risks than policymakers.

A charge for limited liability entities ...


Finding The Right Balance In Appraisal Litigation: Deal Price, Deal Process, And Synergies, Lawrence A. Hamermesh, Michael L. Wachter Feb 2018

Finding The Right Balance In Appraisal Litigation: Deal Price, Deal Process, And Synergies, Lawrence A. Hamermesh, Michael L. Wachter

Faculty Scholarship

This article examines the evolution of Delaware appraisal litigation and concludes that recent precedents have created a satisfactory framework in which the remedy is most effective in the case of transactions where there is the greatest reason to question the efficacy of the market for corporate control, and vice versa. We suggest that, in effect, the developing framework invites the courts to accept the deal price as the proper measure of fair value, not because of any presumption that would operate in the absence of proof, but where the proponent of the transaction affirmatively demonstrates that the transaction would survive ...


Tax Compliance In A Decentralizing Economy, Manoj Viswanathan Feb 2018

Tax Compliance In A Decentralizing Economy, Manoj Viswanathan

Georgia State University Law Review

Tax compliance in the United States has long relied on information from centralized intermediaries—the financial institutions,employers, and brokers that help ensure income is reported and taxes are paid. Yet while the IRS remains tied to these centralized entities,consumers and businesses are not. New technologies, such as sharing economy platforms (companies such as Airbnb, Uber, and Instacart)and the blockchain (the platform on which various cryptocurrencies are based) are providing new, decentralized options for exchanging goods and services.

Without legislative and agency intervention, these technologies pose a critical threat to the reporting system underlying domestic and international tax ...


Individual Accountability For Corporate Crime, Gregory Gilchrist Feb 2018

Individual Accountability For Corporate Crime, Gregory Gilchrist

Georgia State University Law Review

Corporate crime is too often addressed by fining the corporation, leaving the real people who committed the crime facing no consequence at all. This failure to hold individuals accountable in cases of corporate malfeasance generates an accountability gap that undermines deterrence and introduces expressive costs. Facing heightened criticism of this trend, then-Deputy Attorney General Sally Yates issued a policy designed to generate prosecutions of real people in cases of corporate wrongdoing. The policy reflects a strong and continuing demand for more prosecutions of individuals in the corporate context.

This Article contends that the effort to introduce accountability by increasing prosecutions ...


Not So Good: The Classification Of “Smart Goods” Under Ucc Article 2, Chadwick L. Williams Feb 2018

Not So Good: The Classification Of “Smart Goods” Under Ucc Article 2, Chadwick L. Williams

Georgia State University Law Review

Refrigerators can now tweet. Today, almost sixty years after the states widely adopted the Uniform Commercial Code (UCC), the line between goods and services is more blurred than ever. When the UCC was drafted, a good was the simple opposite of a service. A good was something “movable” and tangible, and a service was not. Article 2 of the UCC, which governs sales, limits its scope to goods.

However, because Article 2 was drafted long before the proliferation of so-called “smart goods,” courts continuously struggle to determine when a smart good falls within Article 2’s scope. Courts have developed ...


Anticompetitive Mergers In Labor Markets, Ioana Marinescu, Herbert J. Hovenkamp Feb 2018

Anticompetitive Mergers In Labor Markets, Ioana Marinescu, Herbert J. Hovenkamp

Faculty Scholarship

Mergers of competitors are conventionally challenged under the federal antitrust laws when they threaten to lessen competition in some product or service market in which the merging firms sell. Mergers can also injure competition in markets where the firms purchase. Although that principle is widely recognized, very few litigated cases have applied merger law to buyers. This article concerns an even more rarefied subset, and one that has barely been mentioned. Nevertheless, its implications are staggering. Some mergers may be unlawful because they injure competition in the labor market by enabling the post-merger firm anticompetitively to suppress wages or salaries ...


Marriage, Millennials, And Massive Student Loan Debt, Victoria J. Haneman Feb 2018

Marriage, Millennials, And Massive Student Loan Debt, Victoria J. Haneman

Victoria J. Haneman

The purpose of this Essay is to explore the idea that the student loan indebtedness bearing down upon the majority of today’s college graduates creates economic insecurity that forces borrowers to reject or significantly delay marriage, and that burden, taken together with an already lukewarm Millennial attitude, may not bode well for the future of the institution. Record numbers of Millennials have rejected the traditional path of marriage-homeownership-children, and the percentage of Millennials who will marry by age 40 is projected to fall lower than the figure for any previous generation of Americans. To the extent that marriage is ...


Promoting Retirement Security For Low-Income Workers In Illinois: An Analysis And Lessons For Other States, Philip C. Aka, Chidera V. Oku, Murna Habila Feb 2018

Promoting Retirement Security For Low-Income Workers In Illinois: An Analysis And Lessons For Other States, Philip C. Aka, Chidera V. Oku, Murna Habila

Akron Law Review

This Article makes suggestions for promoting retirement security among low-income workers in Illinois with pointed lessons for workers in other U.S. states. Adapting a framework from a previous study by the principal author, the Article portrays retirement preparedness for low-income workers in Illinois as a function of changes in Social Security, employer-sponsored pensions, and personal assets—the famed “three-legged stool” of retirement income—synchronized with reduction of disparities between socioeconomic groups in education, healthcare, and housing. Many studies on retirement security focus excessively on the national level sometimes at the expense of the subnational phenomena that complicate retirement security ...


Whatever Did Happen To The Antitrust Movement?, Herbert J. Hovenkamp Feb 2018

Whatever Did Happen To The Antitrust Movement?, Herbert J. Hovenkamp

Faculty Scholarship

Antitrust in the United States today is caught between its pursuit of technical rules designed to define and implement defensible economic goals, and increasing calls for a new antitrust “movement.” The goals of this movement have been variously defined as combating industrial concentration, limiting the economic or political power of large firms, correcting the maldistribution of wealth, control of high profits, increasing wages, or protection of small business. High output and low consumer prices are typically unmentioned.

In the 1960s the great policy historian Richard Hofstadter lamented the passing of the antitrust “movement” as one of the “faded passions of ...


Securities Law In The Sixties: The Supreme Court, The Second Circuit, And The Triumph Of Purpose Over Text, Adam C. Pritchard, Robert B. Thompson Feb 2018

Securities Law In The Sixties: The Supreme Court, The Second Circuit, And The Triumph Of Purpose Over Text, Adam C. Pritchard, Robert B. Thompson

Law & Economics Working Papers

This articles analyzes the Supreme Court’s leading securities cases from 1962 to 1972—Capital Gains, J.I. Case v. Borak, Mills v. Electric Auto-Lite Co., Bankers Life, and Affiliated Ute—relying not just on the published opinions, but also the justices’ internal letters, memos, and conference notes. The Sixties Court did not simply apply the text as enacted by Congress, but instead invoked the securities laws’ purposes as a guide to interpretation. The Court became a partner of Congress in shaping the securities laws, rather than a mere agent. The interpretive space opened by the Court’s invocation of ...


Building On The Tiny House Movement: A Viable Solution To Meet Affordable Housing Needs, Emily Keable Feb 2018

Building On The Tiny House Movement: A Viable Solution To Meet Affordable Housing Needs, Emily Keable

University of St. Thomas Journal of Law and Public Policy

No abstract provided.


What's A Government Good For? Fiscal Policy In An Age Of Inequalituy, Edward D. Kleinbard Feb 2018

What's A Government Good For? Fiscal Policy In An Age Of Inequalituy, Edward D. Kleinbard

University of Southern California Legal Studies Working Paper Series

The debate surrounding the Tax Cuts and Jobs Act demonstrated the intellectual bankruptcy of U.S. fiscal policy debate. The TCJA has serious flaws as a matter of narrow tax policy, but it is more fundamentally flawed when viewed through the proper policy lens, which is overall fiscal policy – the net of government taxing and spending. The TCJA greatly exacerbates already untenable budget deficits. Its tax prescriptions are even more regressive when the spending cuts contemplated by the legislation itself are reflected. And the law’s regressivity is compounded further when plausible financing paths for these large deficits are included ...


Inferences From Litigated Cases, Daniel M. Klerman, Yoon-Ho Alex Lee Feb 2018

Inferences From Litigated Cases, Daniel M. Klerman, Yoon-Ho Alex Lee

University of Southern California Legal Studies Working Paper Series

Priest and Klein (1984) argued that, because of selection effects, the percentage of litigated cases won by plaintiffs will not vary with the legal standard. Many researchers thereafter concluded that one could not make valid inferences about the character of the law from the percentage of cases plaintiffs won, nor could one measure legal change by observing changes in that percentage. This article argues that, even taking selection effects into account, one may be able to make valid inferences from the percentage of plaintiff trial victories. First, it analyzes selection effects under asymmetric information models. It shows that, under a ...


Mom Approval In A World Of Active Shareholders, Edward Rock Feb 2018

Mom Approval In A World Of Active Shareholders, Edward Rock

New York University Law and Economics Working Papers

Majority of Minority (MOM) approval is a common mechanism used in many jurisdictions to control conflicts of interest in related party transactions. Recently, in M & F Worldwide, the Delaware Supreme Court held that MOM approval in a controlling shareholder freezeout shifted the standard of review from Entire Fairness to Business Judgement Rule. In this article, I investigate how MOM approval functions in the presence of active shareholders (both hedge funds and actively managed mutual funds).

After reviewing the potential benefits and problems with MOM approval, I review the use of MOM provisions in controlling shareholder freezeouts in the U.S. between 2010 and 2017. I combine this with three case studies involving MOM approval: the Dell MBO; the Oracle/NetSuite merger; and the unsuccessful effort by the Dolan family to take Cablevision private in 2007. I then briefly consider a quite different sort of MOM approval: the EU Takeover Directive’s requirement that conditions mandatory freezeouts on achieving a very high level of ownership (90-95%), typically through a tender offer.

The principal lessons of this investigation are ambiguous. First, I do not find significant evidence that the use of MOM conditions in ...


The Right Tax At The Right Time, Edward D. Kleinbard Jan 2018

The Right Tax At The Right Time, Edward D. Kleinbard

University of Southern California Legal Studies Working Paper Series

The companion paper to this (Capital Taxation in an Age of Inequality) argues that a moderate flat-rate (proportional) income tax on capital imposed and collected annually has attractive theoretical and political economy properties that can be harnessed in actual tax instrument design. This paper continues the analysis by specifying in detail how such a tax might be designed.

The idea of the Dual Business Enterprise Income Tax, or Dual BEIT, is to offer business enterprises a neutral profits tax environment in which to operate, in which normal returns to capital are exempt from tax by means of an annual capital ...


The Elephant Always Forgets: Us Tax Reform And The Wto, Reuven S. Avi-Yonah, Martin G. Vallespinos Jan 2018

The Elephant Always Forgets: Us Tax Reform And The Wto, Reuven S. Avi-Yonah, Martin G. Vallespinos

Law & Economics Working Papers

The “Tax Cuts and Jobs Act” (TCJA) enacted on December 22, 2017 includes several provisions that raise WTO compliance issues. At least one such provision, the Foreign-Derived Intangible Income (FDII) rule, is almost certain to draw a challenge in the WTO and is likely to lead to another US loss and resulting sanctions. This outcome would be another addition to the repeated losses suffered by the US for export subsidies from the 1970s to 2004, which led to the imposition of sanctions and the ultimate repeal of the offending regime. The important question for 2018 and beyond is whether the ...


Economic Protectionism: Irrationally Constitutional, Joshua Park Jan 2018

Economic Protectionism: Irrationally Constitutional, Joshua Park

Pepperdine Law Review

The Constitution is built on the principle that all citizens are created equal. Naturally, we believe that no law should be passed solely for the sake of benefiting one group over another. Yet, governments continue to pass economic regulations that have no purpose other than maintaining wealth within a specific group, and the judiciary continues to uphold such regulations. While the judiciary purports to uphold challenged legislation only if it passes “rational basis review,” the term “review” is a misnomer because the analysis has essentially become automatic deference. Under the judiciary’s modern treatment of the Equal Protection Clause, successfully ...


Fostering Innovation And Entrepreneurship: Shark Tank Shouldn't Be The Model, Brian Kingsley Krumm Jan 2018

Fostering Innovation And Entrepreneurship: Shark Tank Shouldn't Be The Model, Brian Kingsley Krumm

Arkansas Law Review

For the past half century, innovation has driven the economic growth that has made the American economy the envy of the world. For most of this period, venture capitalists provided not only the capital that new innovative companies needed, but also the management expertise.


Macroeconomic Modeling Of Tax Policy: A Comparison Of Current Methodologies, Itai Grinberg, Alan J. Auerbach, Thomas A. Barthold, Nicholas Bull, W. Gavin Elkins, Pamela J. Moomau, Rachel Moore, Benjamin Page, Brandon Pecoraro, Kyle Pomerleau Jan 2018

Macroeconomic Modeling Of Tax Policy: A Comparison Of Current Methodologies, Itai Grinberg, Alan J. Auerbach, Thomas A. Barthold, Nicholas Bull, W. Gavin Elkins, Pamela J. Moomau, Rachel Moore, Benjamin Page, Brandon Pecoraro, Kyle Pomerleau

Alan J. Auerbach

The macroeconomic effects of tax reform are a subject of significant discussion and controversy. In 2015, the House of Representatives adopted a new “dynamic scoring” rule requiring a point estimate within the budget window of the deficit effect due to the macroeconomic response to certain proposed tax legislation. The revenue estimates provided by the staff of the Joint Committee on Taxation (JCT) for major tax bills often play a critical role in Congressional deliberations and public discussion of those bills. The JCT has long had macroeconomic analytic capability, and in recent years, responding to Congress’ interest in macrodynamic estimates for ...


Dual Residents: A Sur-Reply To Zelinsky, Michael S. Knoll, Ruth Mason Jan 2018

Dual Residents: A Sur-Reply To Zelinsky, Michael S. Knoll, Ruth Mason

Faculty Scholarship

In this article, we respond to Professor Zelinsky’s criticism of our arguments regarding the constitutionality of New York’s tax residence rule. We argue that the Supreme Court’s decision in Wynne requires reconsideration of the New York Court of Appeal’s decision in Tamagni.


Sb 219 - Autonomous Vehicles, W. Perry Hicks, Alan J. Ponce Jan 2018

Sb 219 - Autonomous Vehicles, W. Perry Hicks, Alan J. Ponce

Georgia State University Law Review

The Act amends Georgia’s Motor Vehicles and Traffic Code to create a legal framework for autonomous vehicles to operate in Georgia. Persons responsible for operating fully autonomous vehicles are exempted from holding a driver’s license. In the event of an accident involving an autonomous vehicle, the vehicle must remain at the scene and the operator of the autonomous vehicle must provide necessary information to law enforcement. Minimum liability insurance requirements for autonomous vehicles will be the same as minimum coverages required for the taxi and limousine industry after January 1, 2020. Minimum coverages are set at 250 percent ...


Beat It: Tax Reform And Tax Treaties, Reuven S. Avi-Yonah Jan 2018

Beat It: Tax Reform And Tax Treaties, Reuven S. Avi-Yonah

Law & Economics Working Papers

The Tax Cuts and Jobs Act (TCJA) includes several provisions that may be viewed as potential violations of US tax treaties. However, most of those potential violations, such as new IRC section 951A and to a large extent new IRC section 59A, are covered by the Savings Clause (US model article 1(4)). The only remaining question is whether IRC section 59A (the “Base Erosion Anti-Abuse Tax”, or BEAT) violates the non-discrimination provision (article 24), which is exempted from the Savings Clause. The answer is no, because foreign related parties are not comparable to US related parties receiving interest or ...


How Terrible Is The New Tax Law? Reflections On Tra17, Reuven S. Avi-Yonah Jan 2018

How Terrible Is The New Tax Law? Reflections On Tra17, Reuven S. Avi-Yonah

Law & Economics Working Papers

Overall, TRA17 is not much worse than TRA86 or TRA14. It increases the deficit, but not by an impossible amount; it is distributionally skewed, but less so than is usually assumed; and its details are not terrible (on the international side they are a big improvement over prior law). There is one big problem, the pass through provisions, and we can only hope that as its horrible implications unfold it will be a prime candidate for repeal.


Localism, Labels, And Animal Welfare, Samuel R. Wiseman Jan 2018

Localism, Labels, And Animal Welfare, Samuel R. Wiseman

Northwestern Journal of Law & Social Policy

The law does relatively little to improve the welfare of animals raised for food. In the short term, at least, market-based solutions appear to have more promise as a means of promoting farm animal welfare, as consumers increasingly seek out local and humanely-raised meat and eggs. To aid consumers in identifying these products, certification systems of varying degrees of rigor exist, but even these are of little use to consumers in the restaurant context, which accounts for a large percentage of meat consumption. Patrons see only finished meals, making fraud difficult to detect, and a recent newspaper investigation suggests that ...


Decriminalization Of Prostitution: The Soros Effect, Jody Raphael Jan 2018

Decriminalization Of Prostitution: The Soros Effect, Jody Raphael

Dignity: A Journal on Sexual Exploitation and Violence

This article explores the activities of George Soros and his charitable organization, Open Society Foundations (OSF), in advocating for the full decriminalization of the sex trade industry. Research finds that OSF spends only a small amount of money on grass roots “sex worker” groups around the world advocating for full decriminalization, but the foundation awards larger amounts of funds to large human rights groups whose reports and policies have a wider reach. OSF’s rationale for full decriminalization fails to consider violence and coercion in the sex trade industry, misreads research, and does not include research from venues where full ...


Progressive Antitrust, Herbert J. Hovenkamp Jan 2018

Progressive Antitrust, Herbert J. Hovenkamp

Faculty Scholarship

Several American political candidates and administrations have both run and served under the “progressive” banner for more than a century, right through the 2016 election season. For the most part these have pursued interventionist antitrust policies, reflecting a belief that markets are fragile and in need of repair, that certain interest groups require greater protection, or in some cases that antitrust policy is an extended arm of regulation. This paper argues that most of this progressive antitrust policy was misconceived, including that reflected in the 2016 antitrust plank of the Democratic Party. The progressive state is best served by a ...


Copyright As Market Prospect, Shyamkrishna Balganesh Jan 2018

Copyright As Market Prospect, Shyamkrishna Balganesh

Faculty Scholarship

For many decades now, copyright jurisprudence and scholarship have looked to the common law of torts—principally trespass and negligence—in order to understand copyright’s structure of entitlement and liability. This focus on property- and harm-based torts has altogether ignored an area of tort law with significant import for our understanding of copyright law: tortious interference with a prospective economic advantage. This Article develops an understanding of copyright law using tortious interference with a prospect as a homology. Tortious interference with a prospect allows a plaintiff to recover when a defendant's volitional actions interfere with a potential economic ...


On The Disparate Treatment Of Business And Personal Salt Payments, Michael S. Knoll Jan 2018

On The Disparate Treatment Of Business And Personal Salt Payments, Michael S. Knoll

Faculty Scholarship

The Tax Cuts and Jobs Act, H.R. 1, would eliminate the federal income tax deduction for nonbusiness state and local taxes while maintaining the deduction for business state and local taxes. That disparate treatment has generated a storm of negative commentary. In this short essay, I consider whether the federal tax law should allow a deduction for business state and local taxes assuming that there is no deduction for nonbusiness state and local taxes. I argue that investors and businesses, including pass-through businesses, should be allowed to deduct state and local property and sales taxes, but not general income ...


Book Review: The Pimping Of Prostitution: Abolishing The Sex Work Myth By Julie Bindel, Roger Matthews Jan 2018

Book Review: The Pimping Of Prostitution: Abolishing The Sex Work Myth By Julie Bindel, Roger Matthews

Dignity: A Journal on Sexual Exploitation and Violence

No abstract provided.