Law Commons^™

Pricing Corporate Governance, Albert Choi

Articles

Scholars and practitioners have long theorized that by penalizing firms with unattractive governance features, the stock market incentivizes firms to adopt the optimal governance structure at their initial public offerings (IPOs). This theory, however, does not seem to match with practice. Not only do many IPO firms offer putatively suboptimal governance arrangements, such as staggered boards and dual-class structures, but these arrangements have been gaining popularity among IPO firms. This Article argues that the IPO market is unlikely to provide the necessary discipline to incentivize companies to adopt the optimal governance package. In particular, when the optimal governance package differs …

Written Testimony Of Philip Hackney For The Hearing On Growth Of The Tax-Exempt Sector And The Impact On The American Political Landscape (U.S. House Ways & Means Subcommittee On Oversight, December 13, 2023), Philip Hackney

Testimony

In written testimony before the House Ways & Means Subcommittee on Oversight on December 13, 2023, Professor Hackney emphasized three points about tax-exempt organizations and politics: (1) a diverse nonprofit sector that fosters civic participation and engagement is a gem of the United States -- we should maintain that; (2) the IRS budget for Exempt Organizations continues to NOT be sufficient to ensure the laws are equally and fairly enforced; and (3) there are simple things the IRS could do to enforce the law that it is not doing.

A Critical Librarianship Approach For Teaching Patent Searching: Who Becomes An Inventor In America?, Dave Zwicky, Ilana Stonebraker

Libraries Faculty and Staff Scholarship and Research

The ways in which a technology is invented, owned, and approved are strongly influenced by the same oppressive and exclusionary structures that critical librarianship interrogates. Patents, limited-term grants of rights to inventions, are issued to inventors in exchange for detailed specifications of the invention. This paper examines current practices used by business librarians in teaching students how to find patents and how these practices could be critically informed given the nature of the United States patent system as it exists today. An output of this work is a suggested lesson plan with recommended resources.

Polisci 3210f: Feasibility Of A National Disability Insurance Plan (Ndip) In Canada, Twana Hassan, Aditi Priya, Dylan Poole, Samantha Rubin, Ethan Chen

Community Engaged Learning Final Projects

This research report presents an overview of the feasibility and reliability of a National Disability Insurance Plan (NDIP) in Canada. Several Global North countries are leading the way in disability legislation and disability funding in comparison to Canada's inaction on the matter. A National Disability Insurance Plan in Canada will have social and economic benefits for everyone in Canada. The report concluded that Canada is capable of implementing a NDIP and doing so is the right choice.

Legal Risk And Insider Trading, Marcin Kacperczyk, Emiliano Sebastian Pagnotta

Research Collection Lee Kong Chian School Of Business

Do illegal insiders internalize legal risk? We address this question with hand-collected data from 530 SEC (the U.S. Securities and Exchange Commission) investigations. Using two plausibly exogenous shocks to expected penalties, we show that insiders trade less aggressively and earlier and concentrate on tips of greater value when facing a higher risk. The results match the predictions of a model where an insider internalizes the impact of trades on prices and the likelihood of prosecution and anticipates penalties in proportion to trade profits. Our findings lend support to the effectiveness of U.S. regulations' deterrence and the long-standing hypothesis that insider …

How Trade Liberalization And Labor Development Could Coincide In The Philippines, Aeneas Dr Hernandez, Brendan Emmanuel A. Miranda, Martin William P. Regulano, Andrae Jamal Tecson, Martin William P. Regulano, Ma. Ella Oplas, Tereso S. Tullao Jr, Winfred M. Villamil

Angelo King Institute for Economic and Business Studies (AKI)

As the world adapts to the rapid pace of globalization in the 21st century, countries ease trade restrictions by gradually removing tariffs and non-tariff barriers to incentivize the free flow of goods across nations. This prevalence of trade liberalization policies propelled policymakers and economists to investigate the relationship between trade reforms and economic outcomes including wage inequality around the world. They found that trade liberalization, on average, has had a positive impact on economic growth, but prior studies that examine the effects of trade liberalization on wage inequality in developing countries have found mixed results. Recently, Murakami (2021) examined the …

The Role Of Leaders In Implementing Effective Leadership Strategies Towards The Educational Barriers Of Us-Based Refugee Students: A Qualitative Case Study Of Congolese Refugee Students, Faustin Busane

Masters Theses & Specialist Projects

This qualitative research study explored the experiences of three families of refugee school students, two school officials (a Superintendent and a Principal), three teachers, and one humanitarian agent all living in a Southeastern U.S. city. The results of the study revealed that the language barrier is the main academic challenge that refugee students encounter when they enroll in U.S. schools. The study also found that educators conceptualize their responsibilities toward refugee children by emphasizing the importance of high-quality teaching, and establishing through establishing strong relationships between parents, school officials, and exercising patience in the process. This study poses important implications …

An Idealist’S Approach For Smart Contract Correctness, Duy Tai Nguyen, Hong Long Pham, Jun Sun, Quang Loc Le

Research Collection School Of Computing and Information Systems

In this work, we experiment an idealistic approach for smart contract correctness verification and enforcement, based on the assumption that developers are either desired or required to provide a correctness specification due to the importance of smart contracts and the fact that they are immutable after deployment. We design a static verification system with a specification language which supports fully compositional verification (with the help of function specifications, contract invariants, loop invariants and call invariants). Our approach has been implemented in a tool named iContract which automatically proves the correctness of a smart contract statically or checks the unverified part …

Comment Letter On Sec’S Proposed Rule On Conflicts Of Interest Associated With The Use Of Predictive Data Analytics By Broker-Dealers And Investment Advisers, File Number S7-12-23, Sergio Alberto Gramitto Ricci, Christina M. Sautter

Faculty Works

This comment letter responds to the Securities and Exchange Commission’s proposed rule Release Nos. 34-97990; IA-6353; File Number S7-12-23 - Conflicts of Interest Associated with the Use of Predictive Data Analytics by Broker-Dealers and Investment Advisers. Our comments draw on our scholarship relating to laypersons’ participation in securities markets and the corporate sector as well as on the role of technology in corporate governance.

We express concerns that the SEC’s proposed regulation undermines individuals’ ability to access capital markets in an efficient and cost-effective manner. In the era of excessive concentration of equities ownership and power, often with negative societal …

Toolkit For The Evaluation Of Crypto Tax Risks (Outline), Vincent Ooi

Research Collection Yong Pung How School Of Law

This Toolkit seeks to provide a practical, structured framework for the identification and assessment of crypto tax risks that can be used by tax administrations. It has three main parts. Firstly, an introduction to the Toolkit and how it should be used. Secondly, a series of questionnaires to complete. Thirdly, a commentary to provide additional context and details on each part of the Toolkit and its application. As tax administrations go through the questionnaires, they can rely on the Commentary to complement their existing knowledge and expertise to accurately identify the crypto tax risks facing their domestic tax systems.

Minimum Exchange Rate And A Negative Interest Rate: The Swiss National Bank’S Unconventional Monetary Policy During Eurozone Volatility, Wally Bargeron

Independent Study Project (ISP) Collection

Monetary policy is one of the most important tools that a government has to influence its economy. This means the ability for a country to determine their own monetary policy is important to that country’s autonomy. Switzerland has consistently based its decisions on what would afford it the highest level of autonomy, including the decision not to join the European Union and subsequently the decision to retain their own currency.

The Swiss National Bank retains the mandate to keep price levels (inflation) stable, but it is challenged by an appreciating currency. Because the Swiss Franc is a safe-haven currency, money …

The Role Of U.S. Government Regulatioms, Bert Chapman

Libraries Faculty and Staff Presentations

Provides detailed coverage of information resources on U.S. Government information resources for federal regulations. Features historical background on these regulations, details on the Federal Register and Code of Federal Regulations, includes information on individuals can participate in the federal regulatory process by commenting on proposed agency regulations via https://regulations.gov/, describes the role of presidential executive orders, refers to recent and upcoming U.S. Supreme Court cases involving federal regulations, and describes current congressional legislation seeking to give Congress greater involvement in the federal regulatory process.

A Non-Contractual Approach To Smart Contracts, Florian Gamper

Research Collection Yong Pung How School Of Law

This article adds to the debate on what, legally speaking, smart contracts are and what they should be. Currently, much of this debate focuses on the relationship between smart contracts and legal contracts, overlooking that other legal categories may also be appropriate. This article suggests that the concept of abandonment can be fruitfully applied to smart contracts. Using the concept of abandonment has the advantage of allowing smart contracts, as close as legally possible, to be utilized as machines (or using the terminology suggested by Vitalik Buterin, founder of Etherium, as a ‘persistent script’). It would also make other issues, …

Law Enforcement Recruitment, Why It Matters, And Key Management Decisions, Part Two, Patrick Oliver

History and Government Faculty Publications

No abstract provided.

Modelling Climate Litigation Risk For (Re)Insurers, Martin Lockman

Sabin Center for Climate Change Law

In response to the growing threat of climate change, the insurance industry has made significant investments in modelling and quantifying physical climate risks. However, the emerging risk of climate litigation has proven particularly difficult to model. In 2015 Mark Carney, then-Governor of the Bank of England and Chairman of the Financial Stability Board, warned that climate litigation poses “long-tail risks” for insurers that may be “significant, uncertain and non-linear.” Since that warning, the number of climate-related cases has more than doubled, and the scope and financial significance of climate litigation has become increasingly clear. However, insurers and regulators still struggle …

Stopping Runs In The Digital Era, Luís C. Calderón Gómez

Articles

Bank runs, and the financial crises they catalyze and amplify, are incredibly costly-to individuals, families, society, and the economy writ large. Banking regulation has, for the most part, protected us from traditional bank runs for the last ninety years. However, as we saw in the devastating 2008 financial crisis, bank runs can still occur in lightly regulated or opaque segments of the financial sector.

The recent crypto market downturn dramatically forewarned regulators of the potential and significant risks that novel assets could pose to our financial system's stability. In particular, a novel, systemically important asset (stablecoins) revealed its vulnerability to …

Initiation Payments, Scott Hirst

Faculty Scholarship

Many of the central discussions in corporate governance, including those regarding proxy contests, shareholder proposals, and other activism or stewardship, can be understood as a single question: Is there under-initiation of corporate changes that investors would collectively prefer?

This Article sheds light on this question in three ways. First, the Article proposes a theory of investor initiation, which explains the hypothesis that there is under-initiation of collectively-preferred corporate change by investors. Even though investors collectively prefer that certain corporate changes take place, the costs to any individual investor from initiating such changes through high-cost proxy contests, or even low-cost shareholder …

Elba Liquefaction Co., Et. Al. V. Ihi E&C Int'l Corp., Fourth Amended Case Mgmt Order, Kelly Lee Ellerbe

Georgia Business Court Opinions

No abstract provided.

What’S Scope 3 Good For?, Madison Condon

Faculty Scholarship

Opposition to the Securities and Exchange Commission’s (“SEC”) new rule on updated climate risk reporting has focused on one category of disclosures as particularly objectionable: Scope 3 emissions.⁷ Otherwise known as “supply chain emissions,” Scope 3 emissions have been voluntarily reported by a growing number of companies since the term was invented as part of the Greenhouse Gas Protocol in 2001.⁸ They include all the emissions both up and downstream of a corporations’ own activities: the emissions of the privately-owned factory that produced the shoes Target sells, as well as the emissions you burn while driving to the …

Fuqua Bcde Peachtree Corners Project Owner V. Ordner Construction Co., Et. Al., Order On Defendants' Motion To Dismiss, Wesley B. Tailor

Georgia Business Court Opinions

No abstract provided.

Meme Corporate Governance, Dhruv Aggarwal, Albert H. Choi, Yoon-Ho Alex Lee

Law & Economics Working Papers

Can retail investors revolutionize corporate governance and make public companies more responsive to social concerns? The U.S. stock market offered an unusual experiment to test the impact of retail investors in 2021, when there was a dramatic influx of retail investors into the shareholder base of companies such as GameStop and AMC. The meme surge phenomenon elicited a variety of reactions from scholars and practitioners. While some worried that affected companies’ share prices were becoming disjointed from their financial fundamentals, others predicted that retail shareholders will reduce the power of large institutional investors and democratize corporate governance. This Article presents …

Alexander S. Glover, Et. Al. V. Georgia Mining Ventures, Llc, Et. Al., Order On Motions For Summary Judgment, Kelly Lee Ellerbe

Georgia Business Court Opinions

No abstract provided.

Alexander S. Glover, Et. Al. V. Georgia Mining Ventures, Llc, Et. Al., Order On Defendants' Motion To Exclude Testimony, Kelly L. Ellerbe

Georgia Business Court Opinions

No abstract provided.

Company.Com, Llc V. Priority Payment Systems, Llc, Order On Motion For Interlocutory Injunction And Motion To Dismiss, John J. Goger

Georgia Business Court Opinions

No abstract provided.

Working To Elect Under-Represented Groups In Public Office, Jenny Pacillo

School of Professional Studies

Running for public office is a massive undertaking that is often inaccessible to marginalized groups of people including women, people of color, low income folks and members of the LGBTQIA+ community. These people, especially when they are first time candidates, face barriers that range from lack of finances to gatekeeping. Communities benefit when residents are represented by a diverse range of elected officials, as they bring unique perspectives, lived experiences and opinions to the table. This capstone will provide an overview of strategy, guidelines to follow and basic tools that are needed to run for office to assist first time …

Aclp - Comments To Ntia Re Digital Equity Act Grants Programs - May 2023, New York Law School

Reports and Resources

No abstract provided.

The Sec Revolving Door And Comment Letters, Michael Shen, Samuel T. Tan

Research Collection School Of Accountancy

Government officials, advocacy groups, and the business press have raised concerns that former SEC employees may continue to influence the SEC after leaving the agency. Using hand-collected data on the characteristics of 1,384 lawyers who represented firms in responding to SEC comment letters between 2005 and 2016, we examine the impact of post-revolving SEC employees on the SEC comment letter process. Among other determinants, we find that older and larger firms with a history of litigation are more likely to hire former SEC lawyers over non-SEC lawyers. Relative to firms that involve only non-SEC lawyers, we find that firms that …

Consumers' Perceptions Of Digital Privacy In The United States And Japan, Destiny Randle

Whittier Scholars Program

The purpose of my study is to explore the contours of contemporary consumer privacy protections derived from legislation, regulations and publicly available company policies as a way to get a better understanding of how consumer data is protected. A few examples ranging from company-based consumer protection in the United States to data breaches in Japan will be explored and examined. Finally, this paper includes a comparative survey of consumer perceptions and concerns related to personal data privacy in the U.S. and Japan. As a way to assess the degree to which digital privacy and personal data breaches have adversely influenced …

Antitrust For Dominant Digital Platforms: An Alternative To The Monopoly Power Standard To Restore Competition, Jordan Ramsey

Senior Honors Theses

Antitrust law is meant to promote competition by prohibiting anticompetitive business practices such as mergers and acquisitions as well as exclusionary conduct. Judicial interpretation of antitrust law has allowed dominant digital platforms to undertake anticompetitive actions without prosecution. The Sherman Antitrust Act should be amended to remove the monopoly power standard that allows firms to engage in anticompetitive conduct as long as the conduct does not create or uphold monopoly power. The amendment would make anticompetitive conduct illegal regardless of monopoly power, as long as six proof requirements are met. This would result in lessened market concentration, which would benefit …

Just Following Up: My Experience As A Summer Student Administrator For Osler, Hoskin & Harcourt Llp, Bridget Leslie

SASAH 4th Year Capstone and Other Projects: Publications

In this paper, I reflect on my experience as a Summer Student Administrator for Osler, Hoskin & Harcourt LLP where I acquired skills such as proficiency in various software and data analysis as well as professional communication, confidence, and organization. I applied these skills daily to produce quality work, and I am still applying these skills to my academic and personal life almost a year later. The culminating experience of the summer was presenting my own data analysis to a group of executives, which helped me improve my presentation skills and foster confidence in my own abilities. In addition to …