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Business Organizations Law

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2017

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Articles 1 - 30 of 127

Full-Text Articles in Law

Southern States Chemical Inc., Final Order Granting Defendants' Summary Judgment, Alice D. Bonner Dec 2017

Southern States Chemical Inc., Final Order Granting Defendants' Summary Judgment, Alice D. Bonner

Georgia Business Court Opinions

No abstract provided.


The Unicorn Governance Trap, Renee M. Jones Dec 2017

The Unicorn Governance Trap, Renee M. Jones

Boston College Law School Faculty Papers

The recent trend of large-scale start-up companies delaying an IPO creates a new kind of corporate governance problem. The prevalence of “unicorns” – privately held companies with market valuations of $1 billion or more – means the disciplinary mechanisms on which investors traditionally relied no longer function to prevent misconduct or mismanagement by unicorn founders. High profile frauds by unicorns like Zenefits and Theranos, and the recent travails of Uber highlight the need to rethink unicorn governance structure. These burgeoning controversies call for reconsideration of legal reforms that allow unicorns to remain for protracted periods in an ill-defined limbo between private and ...


Leaving Law Firms With Client Fees: Florida's Path, Donald J. Weidner Dec 2017

Leaving Law Firms With Client Fees: Florida's Path, Donald J. Weidner

Scholarly Publications

No abstract provided.


Gardner Ex Rel. V. Eighth Judicial Dist. Court, 133 Nev. Adv. Op. 89 (Nov. 22, 2017), Will Carter Nov 2017

Gardner Ex Rel. V. Eighth Judicial Dist. Court, 133 Nev. Adv. Op. 89 (Nov. 22, 2017), Will Carter

Nevada Supreme Court Summaries

The alter ego doctrine applies to LLCs and corporations, such that creditors may reach manager’s assets. The Court held that an LLC does not protect a manager or member from their own individual acts of negligence. Therefore, the Court directed the district court to vacate because, “the varieties of fraud and injustice that the alter ego doctrine was designed to redress can be equally exploited through limited liability companies.”


Evaluating Market Reactions To Non-Practicing Entity Litigation, Emiliano Giudici, Justin Blount Nov 2017

Evaluating Market Reactions To Non-Practicing Entity Litigation, Emiliano Giudici, Justin Blount

Faculty Publications

An ongoing debate in patent law involves the role “non-practicing entities,” sometimes called “patent trolls,” serve in the patent system. Some argue they serve as valuable market intermediaries, while others contend they are a drain on innovation and an impediment to a well-functioning patent system. This Article adds to the data available in this debate by conducting an event study that analyzes the market reaction to patent litigation filed by large “mass aggregator” non-practicing entities against large publicly traded companies. This study advances the literature by attempting to reproduce the results of previous event studies done in this area with ...


Souza Et Al., Order On Plaintiffs' Motion To Compel, Elizabeth E. Long Nov 2017

Souza Et Al., Order On Plaintiffs' Motion To Compel, Elizabeth E. Long

Georgia Business Court Opinions

No abstract provided.


Souza Et Al., Amended Order Granting Defendants' Motion To Dismiss, Elizabeth E. Long Nov 2017

Souza Et Al., Amended Order Granting Defendants' Motion To Dismiss, Elizabeth E. Long

Georgia Business Court Opinions

No abstract provided.


Piling On? An Empirical Study Of Parallel Derivative Suits, Stephen J. Choi, Jessica Erickson, Adam C. Pritchard Nov 2017

Piling On? An Empirical Study Of Parallel Derivative Suits, Stephen J. Choi, Jessica Erickson, Adam C. Pritchard

Articles

Using a sample of all companies named as defendants in securities class actions between July 1, 2005 and December 31, 2008, we study parallel suits relying on state corporate law arising out of the same allegations as the securities class actions. We test several ways that parallel suits may add value to a securities class action. Most parallel suits target cases involving obvious indicia of wrongdoing. Moreover, we find that although a modest percentage of parallel suits are filed first, over 80 percent are filed after a securities class action (termed “follow-on” parallel suits). We find that parallel suits and ...


Brief Of Amici Curiae Corporate Law Professors In Masterpiece Cakeshop, Ltd. V. Colorado Civil Rights Commission, Kent Greenfield, Daniel A. Rubens Nov 2017

Brief Of Amici Curiae Corporate Law Professors In Masterpiece Cakeshop, Ltd. V. Colorado Civil Rights Commission, Kent Greenfield, Daniel A. Rubens

Boston College Law School Faculty Papers

Professor Greenfield was the principal author of an amicus brief on behalf of 33 corporate law professors in Masterpiece Cakeshop, Ltd. v. Colorado Civil Rights Commission, argued in December 2017. The brief argues that shareholders’ religious and political beliefs should not be projected onto a corporation for purposes of First Amendment accommodation.


Fiduciary Obligations In Business And Investment: Implications Of Climate Change, Janis P. Sarra Oct 2017

Fiduciary Obligations In Business And Investment: Implications Of Climate Change, Janis P. Sarra

Faculty Publications

Fiduciary obligation, under both corporate law and the common law, requires directors and officers to identify and address climate-related financial and other risks. In fulfilling their obligations to act in the best interests of the company, directors and officers must directly engage with developments in knowledge regarding physical and transition risks related to climate change and how these risks may impact their corporation. Depending on the firm’s economic activities, the risk may be minor or highly significant, but directors and officers have an obligation to make the inquiries, to devise strategies to address risks, and to have an ongoing ...


Uas Investments, Llc Order On Cross Motions For Summary Judgment, Elizabeth E. Long Oct 2017

Uas Investments, Llc Order On Cross Motions For Summary Judgment, Elizabeth E. Long

Georgia Business Court Opinions

No abstract provided.


Newsroom: Is Wall Between Church And State Crumbling? 10-10-2017, Diana Hassel Oct 2017

Newsroom: Is Wall Between Church And State Crumbling? 10-10-2017, Diana Hassel

Life of the Law School (1993- )

No abstract provided.


Rwu First Amendment Blog: Diana Hassel's Blog: Is The Wall Between Church And State Crumbling? 10-07-2017, Diana Hassel Oct 2017

Rwu First Amendment Blog: Diana Hassel's Blog: Is The Wall Between Church And State Crumbling? 10-07-2017, Diana Hassel

Law School Blogs

No abstract provided.


Corporate Migrations And Tax Transparency And Disclosure, Diane M. Ring Oct 2017

Corporate Migrations And Tax Transparency And Disclosure, Diane M. Ring

Boston College Law School Faculty Papers

Migration, broadly defined, characterizes the movement of peoples and businesses across borders. The latter part of the 20th century saw notable business expansion across borders spurred by currency, capital, and investment restrictions and by the increased ability to manage global activities through technology and communications. Twenty plus years into this business globalization, we have witnessed the dramatic rise of transparency and disclosure rules and regimes. These regimes, which have dominated much of global international tax reform, include: (1) country-by-country reporting of tax information, (2) automatic exchange of tax rulings among jurisdictions, and (3) disclosure of beneficial ownership of entities. In ...


China's 'Corporatization Without Privatization' And The Late 19th Century Roots Of A Stubborn Path Dependency, Nicholas Howson Oct 2017

China's 'Corporatization Without Privatization' And The Late 19th Century Roots Of A Stubborn Path Dependency, Nicholas Howson

Articles

This Article analyzes the contemporary program of “corporatization without privatization” in the People's Republic of China (PRC) directed at China's traditional state-owned enterprises (SOEs) through a consideration of long ago precursor enterprise establishments--starting from the last Chinese imperial dynasty's creation of “government-promoted/-supervised, merchant-financed/-operated” (guandu shangban) firms in the latter part of the nineteenth century. While analysts are tempted to see the PRC corporations with listings on international exchanges that dominate the global economy and capital markets as expressions of “convergence,” this Article argues that such firms in fact show deeply embedded aspects of path dependency ...


Newsroom: From Farm To School 09-21-2017, Jill Rodrigues, Roger Williams University School Of Law Sep 2017

Newsroom: From Farm To School 09-21-2017, Jill Rodrigues, Roger Williams University School Of Law

Life of the Law School (1993- )

No abstract provided.


In Re Dish Network Derivation Litig., 133 Nev. Adv. Op. 61 (Sept. 14, 2017), Joseph K. Fabbi Sep 2017

In Re Dish Network Derivation Litig., 133 Nev. Adv. Op. 61 (Sept. 14, 2017), Joseph K. Fabbi

Nevada Supreme Court Summaries

The Court determined that the Auerbach test should be applied when a Special Litigation Committee (SLC) files a motion to defer a derivative claim. A derivative claim is dismissible if the SLC was independent and conducted a good faith investigation when it concluded litigation would not be in the company’s best interest.


Parametric Sound Corp. V. Dist. Ct., 133 Nev. Adv. Op. 59 (Sep. 14, 2017), Lucy Crow Sep 2017

Parametric Sound Corp. V. Dist. Ct., 133 Nev. Adv. Op. 59 (Sep. 14, 2017), Lucy Crow

Nevada Supreme Court Summaries

The Court clarified its holding in Cohen v. Mirage Resorts, Inc. by adopting the Delaware direct harm test to determine whether a shareholder’s claim is direct or derivative. Under the direct harm test, the Court asks (1) who suffered alleged harm, and (2) who would receive benefit from recovery or another remedy? If the shareholder cannot establish a claim without showing injury to the corporation, the shareholder’s claim fails.


Brief Of Professors At Law And Business Schools As Amicus Curiae In Support Of Respondents, James D. Cox, Lyman P. Q. Johnson, J. Robert Brown, Joan Macleod Heminway Sep 2017

Brief Of Professors At Law And Business Schools As Amicus Curiae In Support Of Respondents, James D. Cox, Lyman P. Q. Johnson, J. Robert Brown, Joan Macleod Heminway

Scholarly Articles

This Amicus Brief was filed with the U.S. Supreme Court on behalf of nearly 50 law and business faculty in the United States and Canada who have a common interest in ensuring a proper interpretation of the statutory securities regulation framework put in place by the U.S. Congress. Specifically, all amici agree that Item 303 of the Securities and Exchange Commission's Regulation S-K creates a duty to disclose for purposes of Rule 10b-5(b) under the Securities Exchange Act of 1934.

The Court’s affirmation of a duty to disclose would have little effect on existing practice ...


Amending Corporate Charters And Bylaws, Albert H. Choi, Geeyoung Min Aug 2017

Amending Corporate Charters And Bylaws, Albert H. Choi, Geeyoung Min

Faculty Scholarship at Penn Law

Recently, courts have embraced the contractarian theory that corporate charters and bylaws constitute a “contract” between the shareholders and the corporation and have been more willing to uphold bylaws unilaterally adopted by the directors. This paper examines the contractarian theory by drawing a parallel between amending charters and bylaws, on the one hand, and amending contracts, on the other. In particular, the paper compares the right to unilaterally amend corporate bylaws with the right to unilaterally modify contract terms, and highlights how contract law imposes various limitations on the modifying party’s discretion. More generally, when the relationship of contracting ...


Gardner V. Henderson Water Park, L.L.C., 133 Nev. Ad. Op. 54 (Aug. 3, 2017), Scott Cardenas Aug 2017

Gardner V. Henderson Water Park, L.L.C., 133 Nev. Ad. Op. 54 (Aug. 3, 2017), Scott Cardenas

Nevada Supreme Court Summaries

Under NRS 86.371 and NRS 86.381, an LLC member is not responsible for the LLC’s liabilities solely because it is a member.


Rrtc On Advancing Employment For Individuals With Idd: State Of The Science Paper – State Level Strategy And Policy, Thinkwork! At The Institute For Community Inclusion At Umass Boston Aug 2017

Rrtc On Advancing Employment For Individuals With Idd: State Of The Science Paper – State Level Strategy And Policy, Thinkwork! At The Institute For Community Inclusion At Umass Boston

All Institute for Community Inclusion Publications

Since the introduction of supported employment in the Developmental Disabilities Act of 1984 and the Rehabilitation Act Amendments of 1986, there has been continued development and refinement of best practices in employment services and supports. Progress includes demonstration of creative outcomes for individuals with significant support needs, including customized jobs and self-employment, community rehabilitation providers that have shifted emphasis to integrated employment, and states that have made a substantial investment in Employment First policy and strategy. Despite these achievements, the promise of integrated employment has not been realized for many individuals with intellectual/developmental disabilities (IDD). The number of individuals ...


The Ethics Of Representing Founders, Paul R. Tremblay Aug 2017

The Ethics Of Representing Founders, Paul R. Tremblay

Boston College Law School Faculty Papers

Lawyers assisting entrepreneurial startups frequently work with individual founders before any formal organizational client materializes. In advising founders about such legal matters as whether to establish an entity, and if so which entity best fits the needs of the enterprise, as well as how to arrange the owners’ relationships within the business, the lawyer necessarily has an attorney-client relationship with someone. The prevailing scholarship about startup representation pays surprisingly little attention to the posture of the lawyer and her founder clients in the pre-organization context. This Article investigates the lawyer’s responsibilities and commitments in depth.

A lawyer working with ...


Pulte Home Corporation Order On Fourth Party Defendant Construction Materials, Inc's Consolidated Motion To Dismiss Southern Watershapes, Inc.'S Fourth Party Complaint, John J. Goger Jul 2017

Pulte Home Corporation Order On Fourth Party Defendant Construction Materials, Inc's Consolidated Motion To Dismiss Southern Watershapes, Inc.'S Fourth Party Complaint, John J. Goger

Georgia Business Court Opinions

No abstract provided.


Msouth Equity Partners, Lp, Order Denying Defendant's Partial Motion To Dismiss, Elizabeth E. Long Jul 2017

Msouth Equity Partners, Lp, Order Denying Defendant's Partial Motion To Dismiss, Elizabeth E. Long

Georgia Business Court Opinions

No abstract provided.


Rrtc On Advancing Employment: Bringing Employment First To Scale, John Butterworth, Amie Lulinski, Thinkwork! At The Institute For Community Inclusion At Umass Boston Jul 2017

Rrtc On Advancing Employment: Bringing Employment First To Scale, John Butterworth, Amie Lulinski, Thinkwork! At The Institute For Community Inclusion At Umass Boston

All Institute for Community Inclusion Publications

In July 2017, ThinkWork conducted a State of the Science session the The Summer Leadership Institute hosted by The Arc of the United States.


State Of The Science Paper – Delivering The Most Effective Employment Supports: Organizational Design And Capacity Building, Brief Summary, Thinkwork! At The Institute For Community Inclusion At Umass Boston Jul 2017

State Of The Science Paper – Delivering The Most Effective Employment Supports: Organizational Design And Capacity Building, Brief Summary, Thinkwork! At The Institute For Community Inclusion At Umass Boston

All Institute for Community Inclusion Publications

This brief aims to share information learned from two studies: 1) interviews with employment consultants; and 2) a Delphi process to determine what characteristics are most critical for organizational transformation from facility-based to community-based integrated employment for people with IDD. The relationship between study findings will be explored and a relational model will be introduced.


Agency And Partnership Law [2016], Pearlie M. C. Koh, Stephen Noel Henry Bull Jul 2017

Agency And Partnership Law [2016], Pearlie M. C. Koh, Stephen Noel Henry Bull

Research Collection School Of Law

No abstract provided.


Regulating Squeeze-Outs Techniques By Controlling Shareholders: The Divergence Between Hong Kong And Singapore, Christopher C. H. Chen, Wei Zhang, Wai Yee Wan Jul 2017

Regulating Squeeze-Outs Techniques By Controlling Shareholders: The Divergence Between Hong Kong And Singapore, Christopher C. H. Chen, Wei Zhang, Wai Yee Wan

Research Collection School Of Law

No abstract provided.


Morris Hardwick Schneider Llc Et Al. Order On Plaintiff Landcastle Title, Llc's Motion For Summary Judgment On Defendant's Counterclaim, Melvin K. Westmoreland Jun 2017

Morris Hardwick Schneider Llc Et Al. Order On Plaintiff Landcastle Title, Llc's Motion For Summary Judgment On Defendant's Counterclaim, Melvin K. Westmoreland

Georgia Business Court Opinions

No abstract provided.