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Full-Text Articles in Law
Representing Social Enterprise, Alicia E. Plerhoples
Representing Social Enterprise, Alicia E. Plerhoples
Georgetown Law Faculty Publications and Other Works
This article explores the representation of social enterprises—i.e., nonprofit and for-profit organizations whose managersstrategically and purposefully work to create social, environmental, and economic value or achieve a social good through the use of business techniques—in the Social Enterprise & Nonprofit Law Clinic at Georgetown University Law Center. Representation of social enterprises helps create a dynamic curriculum through which law students learn to merge corporate legal theory with transactional law practice. Through service to social enterprises, law students (i) learn about corporate governance and corporate legal theory as well as business models and mechanisms that support social and environmental value creation …
“Fine Distinctions” In The Contemporary Law Of Insider Trading, Donald C. Langevoort
“Fine Distinctions” In The Contemporary Law Of Insider Trading, Donald C. Langevoort
Georgetown Law Faculty Publications and Other Works
William Cary’s opinion for the SEC in In re Cady, Roberts & Co. built the foundation on which the modern law of insider trading rests. This paper—a contribution to Columbia Law School’s recent celebration of Cary’s Cady Roberts opinion, explores some of these—particularly the emergence of a doctrine of “reckless” insider trading. Historically, the crucial question is this: how or why did the insider trading prohibition survive the retrenchment that happened to so many other elements of Rule 10b-5? It argues that the Supreme Court embraced the continuing existence of the “abstain or disclose” rule, and tolerated constructive fraud notwithstanding …
“Publicness” In Contemporary Securities Regulation After The Jobs Act, Donald C. Langevoort, Robert B. Thompson
“Publicness” In Contemporary Securities Regulation After The Jobs Act, Donald C. Langevoort, Robert B. Thompson
Georgetown Law Faculty Publications and Other Works
The JOBS Act of 2012 reflects the largest deregulatory change to the Securities Exchange Act of 1934 over its more than 75 year history. It contracts the coverage of those companies subject to the obligations of ‘publicness” and it introduces an “on ramp” that will permit most newly-public companies to meet a lesser set of disclosure, internal control and governance obligations for up to five years. We set these changes against a larger discussion of when a private enterprise should be forced to take on public status in securities regulation, a topic that has been entirely under theorized. We conclude …
Social Enterprise: Who Needs It?, Brian Galle
Social Enterprise: Who Needs It?, Brian Galle
Georgetown Law Faculty Publications and Other Works
State statutes authorizing firms to pursue mixtures of profitable and socially-beneficial goals have proliferated in the past five years. In this invited response essay, I argue that for one large class of charitable goals the so-called “social enterprise” firm is often privately wasteful. While the hybrid form is a bit more sensible for firms that combine profit with simple, easily monitored social benefits, existing laws fail to protect stakeholders against opportunistic conversion of the firm to pure profit-seeking. Given these failings, I suggest that social enterprise’s legislative popularity can best be traced to a race to the bottom among states …