Law Commons^™

Disaggregating Corpus Christi: The Illiberal Implications Of Hobby Lobby's Right To Free Exercise, Katharine Jackson

Katharine Jackson

This paper first examines and critiques the group rights to religious exercise derived from the three ontologies of the corporation suggested by different legal conceptions of corporate personhood often invoked by Courts. Finding the implicated groups rights inimical to individual religious freedom, the paper then presents an argument as to why a discourse of intra-corporate toleration and voluntariness does a better job at protecting religious liberty.

Open Sesame: The Myth Of Alibaba’S Extreme Corporate Governance And Control, Yu-Hsin Lin, Thomas Mehaffy

Yu-Hsin Lin

In September 2014, Alibaba Group Holding Limited (Alibaba) successfully launched a $25 billion initial public offering (IPO), the largest IPO ever, on New York Stock Exchange. Alibaba’s IPO success witnessed a wave among Chinese Internet companies to raise capital in U.S capital markets. A significant number of these companies have employed a novel, but poorly understood corporate ownership and control mechanism—the variable interest entity (VIE) structure and/or the disproportional control structure. The VIE structure was created in response to the Chinese restriction on foreign investments; however, it carries the risk of being declared illegal under Chinese law. The disproportional control …

E-Commerce, Cyber, And Electronic Payment System Risks: Lessons From Paypal, Lawrence J. Trautman

Lawrence J. Trautman Sr.

By now, almost without exception, every business has an internet presence, and is likely engaged in e-commerce. What are the major risks perceived by those engaged in e-commerce and electronic payment systems? What potential risks, if they become reality, may cause substantial increases in operating costs or threaten the very survival of the enterprise? This article utilizes the relevant annual report disclosures from eBay (parent of PayPal), along with other eBay and PayPal documents, as a potentially powerful teaching device. Most of the descriptive language to follow is excerpted directly from eBay’s regulatory filings. My additions include weaving these materials …

Grandi Navi S.P.A Seminar Case Study, Sajjad Khaksari, Alessandro Matera, Simon Telen, Oreste Stefano Santagati, Ahmad Shabir, Jeeva Velusaami, Saifur Rahman Mohammad

SAJJAD KHAKSARI

GN SEMINAR NOTE, Proposed Solutions; Grandi Navi S.p.A. ("Grandi Navi”) which is an Italian yacht manufacturer that is listed on the stock exchange of Milan. The company is facing a series of legal and financial problems, of both national and international character.
The current situation view of Grandi Navi, Financial restructuring options, Resurrection, Refinancing, Re-equitizing, Re-amortizing, Liquidation, Proposed Solutions, Delisting, Long-term business Plan are available in following link; DOI: 10.13140/RG.2.1.1725.6727
"Seminar Case" of "Business Law Course" by Prof. Paolo Rainelli, Politecnico di Torino.

Adr In Italian Transport Companies, Far Away From Theory To Practice, Sajjad Khaksari

SAJJAD KHAKSARI

Accord européen relatif au transport international des marchandises Dangereuses par Route(ADR) in Italian transport companies is far away from theory to practice.

An Approach To The Regulation Of Spanish Banking Foundations, Miguel Martínez

Miguel Martínez

The purpose of this paper is to analyze the legal framework governing banking foundations as they have been regulated by Spanish Act 26/2013, of December 27th, on savings banks and banking foundations. Title 2 of this regulation addresses a construct that is groundbreaking for the Spanish legal system, still of paramount importance for the entire financial system insofar as these foundations become the leading players behind certain banking institutions given the high interest that foundations hold in the share capital of such institutions.

Global View Of Grandi Navi Spa., Sajjad Khaksari

SAJJAD KHAKSARI

Grandi Navi spa. Current situation analysis for Business Law Seminar Paper; Prof. Paolo Rainelli; Politecnico di Torino; Student: Sajjad Khaksari

Freedom Of Establishment Within The European Union & Italian Logistics And Transport Companies, Sajjad Khaksari

SAJJAD KHAKSARI

When European Union (UE) fixed “FREEDOM OF ESTABLISHMENT WITHIN THE EUROPEAN UNION”, transport world dramatically has changed, as many other EU industries. A dramatic change that was not so visible for costumers (who received transport or logistics services) but it has changed the Labour Rights for the persons whose are working hard in the hard conditions...

Proposed Amendments To Delaware’S Appraisal Statute Do Not Go Far Enough, William James Burton

William James Burton

Recently, Delaware courts have experienced rising numbers of appraisal suites. This is the result of numerous favorable judicial opinions and the state of the current economy making statutory interest a favorable investment strategy for plaintiffs. Practitioners have coined the term appraisal arbitrage to denote this rise in appraisal suites which has been led by institutional investors. Many of these practitioners point to significant problems that have developed causing an industry wide inquiry of the Delaware’s current appraisal statute. In addition, defending the rise of appraisal litigation and, in particular, the accrual of statutory interest, defendants have raised notable theories that …

Through The Looking Glass: Series Llcs In 2015, Allen Sparkman

Allen Sparkman

This Article examines the development of Series LLCs, reviews the existing series LLC legislation, discusses possible uses of Series LLCS, analyzes areas of uncertainty with respect to Series LLCs, and makes recommendation for the future development of the Series LLC concept.

The Associational Hoax: Corporate Personhood & Shareholder Rights After Hobby Lobby And Citizens United, Jaimie K. Mcfarlin

Jaimie K. McFarlin

No abstract provided.

Through The Lens Of Innovation, Mirit Eyal-Cohen

Mirit Eyal-Cohen

The legal system constantly follows the footsteps of innovation and attempts to discourage its migration overseas. Yet, present legal rules that inform and explain entrepreneurial circumstances lack a core understanding of the concept of innovation. By its nature, law imposes order. It provides rules, remedies, and classifications that direct behavior in a consistent manner. Innovation turns on the contrary. It entails making creative judgments about the unknown. It involves adapting to disarray. It thrives on deviations as opposed to traditional causation. This Article argues that these differences matter. It demonstrates that current laws lock entrepreneurs into inefficient legal routes. Using …

The Family Llc: A New Approach To Insuring Dynastic Wealth, Evan M. Purcell

Evan M Purcell

No abstract provided.

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” …

A Critical Appraisal Of The Legal Framework For Mergers And Acquisitions In Nigeria, Oluwaseun Viyon Ojo

Oluwaseun Viyon Ojo

ABSTRACT Mergers and Acquisitions is popularly gaining ground as a corporate option and strategy amongst companies desirous of staying afloat in business, increasing profitability, wanting expansion and complying with regulatory directives .As such, it bears similarly an important status in the Nigerian Company law and, hopefully there exists a legal framework for its regulation under relevant Statutes and regulations within the corporate sector. This research provides a comprehensive analysis of the concept of mergers and acquisitions from the definitional perspective, reasons for and types with reference to the relevant source materials on the concept. The paper will consider the history …

Stiffing The Arbitrators: The Problem Of Nonpayment In Commercial Arbitration, Brian Farkas, Neal M. Eiseman

Brian Farkas

Commercial arbitration is a creature of contract; the parties are there because they choose to be, either including an arbitration clause in their written agreement or, after a dispute developed, electing to avoid litigation all together. Arbitration also comes with an up-front cost non-existent in litigation: the arbitrators. Taxpayers pay for their state and federal judges, but the parties themselves pay for their arbitrators. But what happens if one party refuses (or is otherwise unable) to pay the arbitrator? If the arbitrator then refuses to proceed, as is likely, should the dispute revert to court, in derogation of the prior …

Managing Cyberthreat, Lawrence J. Trautman

Lawrence J. Trautman Sr.

Cyber security is an important strategic and governance issue. However, because most corporate CEOs and directors have no formal engineering or information technology training, it is understandable that their lack of actual cybersecurity knowledge is problematic. Particularly among smaller companies having limited resources, knowledge regarding what their enterprise should actually be doing about cybersecurity can’t be all that good. My goal in this article is to explore the unusually complex subject of cybersecurity in a highly readable manner. First, an examination of recent threats is provided. Next, governmental policy initiatives are discussed. Third, some basic tools that can be used …

Unternehmenskaufvertrag Und Kaeuferschutz Aus Der Italienischen Perspektive, Valerio Sangiovanni

Valerio Sangiovanni

No abstract provided.

Commento All'articolo 2483 Codice Civile, Valerio Sangiovanni

Valerio Sangiovanni

No abstract provided.

Compensation Forfeiture: Stacking Remedies Against Disloyal Agents And Employees, George P. Roach

George P Roach

Compensation Forfeiture:

Stacking Remedies Against Disloyal Agents and Employees

Abstract

Four cases against outlaw CEO’s who defrauded their companies are reviewed to show the major impact that compensation forfeiture contributes to the total package of remedies awarded. The dual goals of remedies for breach of fiduciary duty of compensation and deterrence result in multiple remedies, generally including a remedy at law to compensate and a remedy in equity to disgorge any benefit from the breach. For claims that the fiduciary or agent breached her duty of loyalty, a third remedy of compensation forfeiture can be added or ‘stacked’ on top …

Think Like A Businessperson: Using Business School Cases To Create Strategic Corporate Lawyers, Alicia J. Davis

Alicia Davis

No abstract provided.

The Institutional Appetite For Quack Corporate Governance, Alicia J. Davis

Alicia Davis

This Article offers evidence that higher quality internal corporate governance is associated with higher levels of ownership by institutional investors. This finding is consistent with the idea that institutions have greater reason than individual investors to prefer well-governed firms, but surprising given the substantial empirical evidence that casts doubt on the efficacy of internal governance mechanisms. The study described in this Article also finds that higher quality external governance is associated with lower proportions of ownership by certain types of institutional investors, also a somewhat surprising result given available empirical evidence on the positive relationship between external governance and firm …

Selling Hospice, Sam Halabi

Sam Halabi

Americans are increasingly turning to hospice services to provide them with medical care, pain management, and emotional support at the end of life. The increase in the rates of hospice utilization is explained by a number of factors including a “hospice movement” dating to the 1970s which emphasized hospice as a tool to promote dignity for the terminally ill; coverage of hospice services by Medicare beginning in 1983; and, the market for hospice services provision, sustained almost entirely by governmental reimbursement. On the one hand, the growing acceptance of hospice may be seen as a sign of trends giving substance …

Re-Envisioning Investors’ Anti-Director Rights Index: Theory, Criticism, And Implications, Sang Yop Kang

Sang Yop Kang

‘Law and Finance’ theory – which offers analytical frameworks to measure the protection of public investors and the quality of corporate governance – has dominated the comparative corporate governance scholarship in the last decade. So far, many proponents and critics have had debates on the relevance of the theory and the implications of the theory’s empirical studies. Several important points in relation to shareholder protection, however, have been highly neglected in these debates. In particular, the significance of one-share-one-vote (OSOV) rule has been inappropriately underestimated. In response, this Article explores (1) why OSOV is an utmost critical component in corporate …

Iniciativas Legais Para O Desenvolvimento Da Governança Corporativa No Mercado Financeiro E De Capitais Brasileiro, Felipe Chagas Villasuso Lago

Felipe Chagas Villasuso Lago Mr.

The study of Corporate Governance is of utmost importance for the development of transparency and ethics in the conduct of public and private institutions activities. Corporate governance has been important for the development of relations between the shareholder and the senior management of companies, employees, suppliers, customers, banks and other lenders, Regulators and the community as a whole. The study of such practice goes beyond legal issues and also involves economic analysis and policy for discussing the best strategy to ensure the return on investment or consideration, in the case of public service. The Financial and Capital Market are industries …

Business Entities - Basic Legal Issues, Curtis E.A. Karnow

Curtis E.A. Karnow

Brief introduction to certain business litigation issues including vicarious liability, sealing records, representation by counsel, qualification of domestic corporations; depositions of persons most knowledgeable, and conflicts of laws.

Religious Freedom & Closely Held Corporations: The Hobby Lobby Case & Its Ethical Implications, Corey A. Ciocchetti

Corey A Ciocchetti

Hobby Lobby and its quest for religious freedom captured the attention of a nation for a few moments in late June 2014. The country homed in on the Supreme Court as the justices weighed the rights of an incorporated, profit-making entity run by devout individuals that objected to particular entitlements granted to women under the Affordable Care Act. The case raised important legal issues such as whether the law allows for-profit corporations to exercise religion (yes!) and whether protection for religious freedom trumps the rights of third parties to cost free preventive care (sort of!). The Supreme Court’s decision also …

Structuring Joint Ventures In Saudi Arabia: What Every Foreign Investor Should Know..., Jean-Francois Seguin

Jean-Francois Seguin

Saudi Arabia is a complex jurisdiction for non-GCC investors, with high transaction execution risks but yet is also brimming with business opportunities. It is imperative that investors choose the right professional advisors to guide them through the legal framework and requirements that apply in this market.

Veiled Egos: Alter Ego, Veil-Piercing, And Sections 362(A) And 727(A), Amir Shachmurove

Amir Shachmurove

No abstract provided.

An Economic Analysis Of Limited Shareholder Liability In Contractual Claims, Thomas K. Cheng

Thomas K. Cheng

This Article evaluates the economic basis for limited liability in contractual claims and proposes the introduction of unlimited liability for such claims against closely held corporations. It argues that the existing justifications for limited liability are unconvincing, and that unlimited liability is an economically more efficient rule for these corporations in light of savings in monitoring costs and more efficient allocation of risks. It rejects the frequently made argument that limited liability is justified in contractual claims because the contractual counterparty had a prior opportunity to negotiate for modifications. This argument demonstrates a fundamental misunderstanding of the nature of the …