Open Access. Powered by Scholars. Published by Universities.®
- Institution
-
- Singapore Management University (7)
- Vanderbilt University Law School (5)
- Cornell University Law School (3)
- Maurer School of Law: Indiana University (2)
- Purdue University (2)
-
- University of Nevada, Las Vegas -- William S. Boyd School of Law (2)
- University of Richmond (2)
- Western New England University School of Law (2)
- Barry University School of Law (1)
- Boston University School of Law (1)
- Columbia Law School (1)
- Florida A&M University College of Law (1)
- New York Law School (1)
- Penn State Law (1)
- Seattle University School of Law (1)
- UIC School of Law (1)
- Wayne State University (1)
- William & Mary Law School (1)
- Keyword
-
- Commercial Law (2)
- Contracts (2)
- Corporate governance (2)
- Financial regulation (2)
- Legal education (2)
-
- Say on Pay (2)
- Teaching strategies (2)
- Transactional skills (2)
- Uniform Commercial Code (2)
- Ali (1)
- Amazon.com (1)
- American law institute (1)
- Anti-terrorism policy (1)
- Asahi (1)
- Benefit corporation (1)
- Bitcoin (1)
- Business transactions (1)
- Carve-outs (1)
- Central banking (1)
- Civil procedure (1)
- Class action (1)
- Clearing (1)
- Coercive diplomacy (1)
- Commerce (1)
- Commercial Code (1)
- Commercial speech doctrine (1)
- Common shareholders (1)
- Company law (1)
- Consumer Financial Protection Bureau (1)
- Contract (1)
- Publication
-
- Research Collection Yong Pung How School Of Law (7)
- Faculty Scholarship (5)
- Vanderbilt Law School Faculty Publications (5)
- Cornell Law Faculty Publications (3)
- Nevada Supreme Court Summaries (2)
-
- Articles & Chapters (1)
- Articles by Maurer Faculty (1)
- Faculty Publications (1)
- Journal Articles (1)
- Journal Publications (1)
- Law Faculty Publications (1)
- Law Faculty Research Publications (1)
- Law Student Publications (1)
- Libraries Faculty and Staff Presentations (1)
- Libraries Faculty and Staff Scholarship and Research (1)
- Public Testimony by Maurer Faculty (1)
- Seattle University Law Review SUpra (1)
- UIC Law Open Access Faculty Scholarship (1)
Articles 1 - 30 of 35
Full-Text Articles in Law
Export Controls: A Contemporary History, Bert Chapman
Export Controls: A Contemporary History, Bert Chapman
Libraries Faculty and Staff Presentations
Provides highlights of my recently published book Export Controls: A Contemporary History. Describes the roles played by multiple U.S. Government agencies and congressional oversight committees in this policymaking arena including the Commerce, Defense, State, and Treasury Departments. It also reviews the roles played by international government organizations such as the Missile Technology Control Regime, export oriented businesses, and research intensive universities.
Punishment And Protection - The Disqualification Of Directors In Singapore, Pearlie M. C. Koh
Punishment And Protection - The Disqualification Of Directors In Singapore, Pearlie M. C. Koh
Research Collection Yong Pung How School Of Law
The ability to operate behind the shield of the corporate form, thereby benefiting from limited liability, is thought to be a privilege conferred by statute. This privilege is however, curtailed for certain individuals who are “proven misfits”. The removal, by disqualification, of these individuals from corporate management is intended to protect the shareholders and creditors of the companies concerned from the possibility of future instances of undesirable conduct by these same individuals. Thus, the Companies Act of Singapore provides for disqualification from holding directorships or from management of a company on a number of grounds. Disqualification may be automatic or …
The Fiduciary Doctrine As A New Pathway: An Alternative Approach To Analysing Native Customary Rights In Sarawak, Hang Wu Tang
The Fiduciary Doctrine As A New Pathway: An Alternative Approach To Analysing Native Customary Rights In Sarawak, Hang Wu Tang
Research Collection Yong Pung How School Of Law
This paper explores the use of the fiduciary doctrine whereby the state is conceived as a fiduciary vis-à-vis her native peoples and attendant equitable remedies are made available for the native customary rights over land in Sarawak. Thus far, most challenges to extinguishment of native customary rights in Sarawak have proceeded on constitutional grounds, with little success. This article draws on the jurisprudence of fiduciary law in other parts of the Commonwealth and argues that this is a viable alternative cause of action against the state.
Case Comment: A New Framework For The Implication Of Terms In Fact, Yihan Goh
Case Comment: A New Framework For The Implication Of Terms In Fact, Yihan Goh
Research Collection Yong Pung How School Of Law
In Sembcorp Marine Ltd v PPL Holdings Pte Ltd the Singapore Court of Appeal once again reaffirmed the Singapore courts’ rejection of the approach adopted by Lord Hoffmann in Attorney General of Belize v Belize Telecom Ltd which characterised the implication of a term in fact as a process of contractual interpretation. What may be of interest to practitioners and academics of common law jurisdictions wrestling with the implications of the Belize approach is the Court of Appeal’s prescription of ‘a three-step process’ for the implication of terms in fact, which is accompanied by an in-depth discussion of various conceptual …
The Present And Future Impact Of Virtual Currency, Hearing Before The Senate Committee On National Security And International Trade And Finance, Subcommittee On Banking, Housing, And Urban Affairs, 113th Congress, Sarah Jane Hughes
Public Testimony by Maurer Faculty
No abstract provided.
Summary Of Sandpointe Apts. V. Eighth Jud. Dist. Ct., 129 Nev. Adv. Op. 87, Danielle Barraza
Summary Of Sandpointe Apts. V. Eighth Jud. Dist. Ct., 129 Nev. Adv. Op. 87, Danielle Barraza
Nevada Supreme Court Summaries
The Court determined two issues: (1) whether NRS 40.459(1)(c) is a new statute that impacts vested rights; and (2) whether, pursuant to the language in Assembly Bill 273 (“A.B. 273”) regarding the effective date of NRS 40.459(1)(c), the statute may apply retroactively.
Beyond Finance: Permissible Commercial Activities Of U.S. Financial Holding Companies, Saule T. Omarova
Beyond Finance: Permissible Commercial Activities Of U.S. Financial Holding Companies, Saule T. Omarova
Cornell Law Faculty Publications
!is essay explains the legal basis for, and examines public policy implications of, recent expansion of large U.S. financial holding companies’ non-financial business activities. Despite its potentially significant impact on economic growth and systemic stability, this phenomenon of financial conglomeration beyond finance remains poorly understood. Yet, any truly comprehensive and effective reform of financial services regulation must address public policy issues that arise when “too-big-to-fail” banks grow even bigger and more systemically significant by combining finance with commerce.
The Merchants Of Wall Street: Banking, Commerce, And Commodities, Saule T. Omarova
The Merchants Of Wall Street: Banking, Commerce, And Commodities, Saule T. Omarova
Cornell Law Faculty Publications
This Article explores the legal, regulatory, policy, and theoretical aspects of an ongoing transformation of large U.S. banking organizations into global merchants of physical commodities and energy. In the absence of detailed and reliable information, it is difficult to draw definitive conclusions as to the social efficiency and desirability of allowing this transformation to continue. What we can already ascertain about U.S. financial institutions' physical commodity assets and activities, however, raises potentially serious public policy concerns that must be addressed through a fully-informed public deliberation. Even if big U.S. FHCs were, in fact, to scale down their physical commodity operations …
Hollow Spaces, Charles H. Brower Ii
Hollow Spaces, Charles H. Brower Ii
Law Faculty Research Publications
No abstract provided.
Assorted Anti-Leegin Canards: Why Resistance Is Misguided And Futile, Alan J. Meese
Assorted Anti-Leegin Canards: Why Resistance Is Misguided And Futile, Alan J. Meese
Faculty Publications
In Leegin Creative Leather Products, Inc. v. PSKS, Inc., 551 U.S. 877 (2007), the Supreme Court reversed Dr. Miles Medical Co. v. John D. Park & Sons Co., 220 U.S. 373 (1911), which had banned minimum resale price maintenance (“minimum RPM”) as unlawful per se. For many, Leegin was a straightforward exercise of the Court’s long-recognized authority, implied by the Sherman Act’s rule of reason, to adjust antitrust doctrine in light of new economic learning. In particular, Leegin invoked the teachings of transaction cost economics (“TCE”), which holds that many non-standard agreements, including minimum RPM, are voluntary mechanisms …
Summary Of Halcrow, Inc. V. Eighth Judicial Dist. Ct., 129 Nev. Adv. Op. 42, Sara Stephan
Summary Of Halcrow, Inc. V. Eighth Judicial Dist. Ct., 129 Nev. Adv. Op. 42, Sara Stephan
Nevada Supreme Court Summaries
The Court granted a petition for a writ of mandamus challenging a district court order granting real parties in interest’s motion for leave to amend their third- and fourth- party complaints to add a cause of action for negligent misrepresentation. The economic loss doctrine bars negligent misrepresentation claims against commercial construction design professionals where the recovery sought is solely for economic losses. Accordingly, the district court should have denied the motions to amend.
Federal Energy Regulatory Commission, U.S., Bert Chapman
Federal Energy Regulatory Commission, U.S., Bert Chapman
Libraries Faculty and Staff Scholarship and Research
Provides a historical overview and contemporary analysis of the energy policymaking role played by the Energy Department's Federal Energy Regulatory Commission (FERC). FERC responsibilities include regulating the prices and interstate transmission of electricity, natural gas, and oil. Its responsibilities also include reviewing proposals to build and locate natural gas terminals, interstate natural gas pipelines, licensing hydropower projects, and regulating relevant mergers and securities acquisitions in these areas.
A Reconsideration Of The Shareholder's Remedy For Oppression In Singapore, Pearlie Koh
A Reconsideration Of The Shareholder's Remedy For Oppression In Singapore, Pearlie Koh
Research Collection Yong Pung How School Of Law
The statutory remedy for oppression plays an important role in minority shareholder protection in Singapore. Both the scope of its application and the court's jurisdiction to make remedial orders must necessarily be wide in order for the remedy to be effective. Nevertheless, the remedy is not without limits. Indeed, it is crucial that the boundaries of the remedy be made clear so that legitimate rule of the majority is not too often, and erroneously, equated with tyranny by the majority. This paper considers a number of issues as to the scope of the oppression remedy in Singapore through a careful …
Hedge Fund Governance, Houman B. Shadab
Hedge Fund Governance, Houman B. Shadab
Articles & Chapters
This Article provides the first comprehensive scholarly analysis of the internal governance of hedge funds. Hedge fund governance consists of the funds' underlying legal regime and the practices they adopt in response to lacking permanent capital and to reduce agency costs. Hedge fund governance is important because better governance can improve investor returns and help managers raise and retain capital. I argue that hedge fund governance is best understood as a type of responsive managerialism. It is a type of managerialism because applicable law and contracting structures give managers uniquely wide-ranging control over the fund and its operations. Hedge fund …
Preparing "Main Street" Lawyers: Practicing Without Big Firm Experience, Lisa Reel Schmidt, Steve Garland, Robert Statchen
Preparing "Main Street" Lawyers: Practicing Without Big Firm Experience, Lisa Reel Schmidt, Steve Garland, Robert Statchen
Faculty Scholarship
This Article is the transcript of a panel presented at Emory’s Third Biennial Conference on Transactional Education. The panelists advance two premises: First, that law schools need to teach transactional skills because many students will either focus on transactional law or practice general law where transactional skills are necessary; and second, that some of the transactional skills the schools teach should be specific to main street lawyering because a number of students will be main street lawyers. The panelists explain how the transactional skills necessary for main street lawyering differ from skills needed in litigation and big law firms. They …
The Lawyer's Toolbox: Teaching Students About Risk Allocation, Dana Malkus, Scott Stevenson, Eric J. Gouvin, Usha Rodriques
The Lawyer's Toolbox: Teaching Students About Risk Allocation, Dana Malkus, Scott Stevenson, Eric J. Gouvin, Usha Rodriques
Faculty Scholarship
This Article is the transcript of a panel presented at Emory’s Third Biennial Conference on Transactional Education. The panel focuses on techniques for teaching risk allocation as part of transactional skills classes. The panelists describe their approaches to teaching risk allocation, from syllabus design to final evaluations. How can a professor help students to understand the basic concepts of risk, the role risk plays in business and legal decisions, and how they can help clients manage risk. The techniques for teaching risk allocation include hypotheticals, visual aids, and hands-on assignments. The panelists each take their students down a different path …
Segmented Settlements Are Not The Answer: A Response To Professor Squire’S Article, How Collective Settlements Camouflage The Costs Of Shareholder Lawsuits, Christopher C. French
Segmented Settlements Are Not The Answer: A Response To Professor Squire’S Article, How Collective Settlements Camouflage The Costs Of Shareholder Lawsuits, Christopher C. French
Journal Articles
In his recent article, Professor Richard Squire offers a provocative theory in which he claims the underlying claimants in shareholder litigation against corporate policyholders are overcompensated due to what he describes as “cramdown” settlements, under which insurers are forced to settle due to the “duty to contribute” that arises under multi-layered directors and officers (“D&O”) insurance programs. He also offers a novel idea regarding how this problem could be fixed by what he refers to as “segmented” settlements in which each insurer and the policyholder would be allowed to settle separately and consider only its own interests in doing so. …
Checking Out Of The Exception To 3-104: Why Parties Should Be Able To Negotiate Whether Checks Should Be Payable On Demand, 3 Colum. J. Race & L. 73 (2013), Linda R. Crane
UIC Law Open Access Faculty Scholarship
Many aspects of American society, including its legal system, operate to the disadvantage of minorities. Obvious examples include inequities in our criminal/justice system and in school funding. Much has been written on those and other topics. This article focuses on another example, specifically on how a sweeping change to an obscure banking rule regulating the check collection process has negatively affected consumers in general, and minority groups in particular.
U.S. check collections require a complex system comprised of a variety of institutions including commercial banks, savings and loans, savings banks, and credit unions, as well as the customers who rely …
Bretton Woods 1.0: A Constructive Retrieval For Sustainable Finance, Robert C. Hockett
Bretton Woods 1.0: A Constructive Retrieval For Sustainable Finance, Robert C. Hockett
Cornell Law Faculty Publications
Global trade imbalance and domestic financial fragility are intimately related. When a nation runs persistently massive current account deficits to maintain global liquidity as has the United States now for decades, its central bank effectively relinquishes exchange rate flexibility to become a de facto central bank to the world. That in turn prevents the bank from playing its essential credit-modulatory role at home, at least absent strict capital controls that are difficult to administer and have long been taboo. And this can in turn render credit-fueled asset price bubbles and busts all but impossible to prevent, irrespective of the nation's …
Close The Loophole: The Marketplace Fairness Act And Its Likely Passage, Bryan J. Soukup
Close The Loophole: The Marketplace Fairness Act And Its Likely Passage, Bryan J. Soukup
Law Student Publications
In this stagnant economy, brick and mortar retailers (brick and mortars) are voicing increasingly strong objections to the current state of online tax collection considering they must always collect state sales tax. Due in part to this uneven playing field, brick and mortars lose thousands of dollars a day in sales to online retailers. States, too, are losing revenue in the form of unpaid use taxes and, like the brick and mortars, are proponents of legislation allowing states to require online retailers to collect sales tax from their customers. Proponents of federal legislation on this issue point to the fact …
Corporate Personhood And The Corporate Persona, Margaret M. Blair
Corporate Personhood And The Corporate Persona, Margaret M. Blair
Vanderbilt Law School Faculty Publications
In 2010, the U.S. Supreme Court held in Citizens United v. FEC that restrictions on corporate political speech were unconstitutional because of the First Amendment rights granted corporations as a result of their status as "persons" under the law. Following this decision, debate has been rekindled among legal scholars about the meaning of "corporate personhood." This debate is not new. Over the past two centuries, scholars have considered what corporate personhood means and entails. This debate has resulted in numerous theories about corporate personhood that have come into and out of favor over the years, including the "artificial person" theory, …
Regulation Of Over-The-Counter Derivatives: A Comparative Study Of Proposals In Singapore And Hong Kong, Chao-Hung Christopher Chen
Regulation Of Over-The-Counter Derivatives: A Comparative Study Of Proposals In Singapore And Hong Kong, Chao-Hung Christopher Chen
Research Collection Yong Pung How School Of Law
This chapter identifies some of the potential legal and policy issues involved in the future regulation of over-the-counter (OTC) derivatives. First, regulators must be cautious in the regulation and solvency of some mammoth clearing- houses. Second, Singapore and Hong Kong both face challenges in the areas of global regulatory cooperation and extra-territorial regulatory effects. Third, the exact scope of a clearing obligation determines whether there is any regulatory competition or room for regulatory arbitrage in the future. Fourth, there are legal definition problems with the term ‘derivative’ and its sub-categories that must be addressed. Fifth, there are potential privacy and …
Carrots & Sticks: How Vcs Induce Entrepreneurial Teams To Sell Startups, Brian Broughman, Jesse Fried
Carrots & Sticks: How Vcs Induce Entrepreneurial Teams To Sell Startups, Brian Broughman, Jesse Fried
Vanderbilt Law School Faculty Publications
Venture capitalists (VCs) usually exit their investments in a startup via a trade sale. But the entrepreneurial team – the startup’s founder, other executives, and common shareholders – may resist a trade sale. Such resistance is likely to be particularly intense when the sale price is low relative to VCs’ liquidation preferences. Using a hand-collected dataset of Silicon Valley firms, we investigate how VCs overcome such resistance. We find, in our sample, that VCs give bribes (carrots) to the entrepreneurial team in 45% of trade sales; in these sales, carrots total an average of 9% of deal value. The overt …
Should New Zealand Adopt Say On Pay?, Randall Thomas, Susan Watson
Should New Zealand Adopt Say On Pay?, Randall Thomas, Susan Watson
Vanderbilt Law School Faculty Publications
No abstract provided.
The First Year Of "Say On Pay" Under Dodd-Frank: An Empirical Analysis And Look Forward, Randall Thomas, James F. Cotter, Alan R. Palmiter
The First Year Of "Say On Pay" Under Dodd-Frank: An Empirical Analysis And Look Forward, Randall Thomas, James F. Cotter, Alan R. Palmiter
Vanderbilt Law School Faculty Publications
Using voting data from the first year of say-on-pay votes under Dodd- Frank, we look at the patterns of shareholder voting in advisory votes on exec- utive pay. Consistent with the more limited say-on-pay voting before Dodd- Frank, we find that shareholders in the first year under Dodd-Frank generally gave broad support to management pay packages. But not all pay packages received strong shareholder support. At some companies, management suf- fered the embarrassment of failed say-on-pay votes-that is, less than fifty per- cent of their company's shareholders voted in favor of the proposal. In particular, we find that poorly performing …
What Should We Do About Multijurisdictional Litigation In M&A Deals?, Randall Thomas
What Should We Do About Multijurisdictional Litigation In M&A Deals?, Randall Thomas
Vanderbilt Law School Faculty Publications
Many M&A transactions attract shareholder litigation challenging the fairness of the economic terms of the deal for the target shareholders. Since the end of the financial crisis, however, there has been a documented increase in the number of jurisdictions in which each individual transaction is attacked. Why has this upsurge in multi-jurisdictional litigation occurred? How significant are its real costs and benefits? And what should we do about it, if anything? This Article first summarizes what we know about these questions and then offers its own viewpoint on how best to respond to multi-jurisdictional litigation. On the one side, the …
Redefining Offer In Contract Law, Daniel P. O'Gorman
Redefining Offer In Contract Law, Daniel P. O'Gorman
Faculty Scholarship
No abstract provided.
When Making Money And Making A Sustainable And Societal Difference Collide: Will Benefit Corporations Succeed Or Fail?, Joseph Karl Grant
When Making Money And Making A Sustainable And Societal Difference Collide: Will Benefit Corporations Succeed Or Fail?, Joseph Karl Grant
Journal Publications
A quiet, but important, corporate revolution is afoot in the United States. Many of us, laypersons and corporate scholars alike, have not even noticed. Recently, Arizona, Arkansas, California, Colorado, Hawaii, Illinois, Maryland, Massachusetts, Louisiana, Nevada, New Jersey, New York, Oregon, Pennsylvania, South Carolina, Vermont, Virginia, and Washington, D.C. became the first states in this country to pass legislation for the creation of a new type of corporation--the benefit corporation.
This Article explores benefit corporations as a tool entrepreneurs can use to make money, foster environmental sustainability, and create societal improvement.
Causation, Remoteness, Scope Of Duty And The Rubenstein Decision, Kee Yang Low
Causation, Remoteness, Scope Of Duty And The Rubenstein Decision, Kee Yang Low
Research Collection Yong Pung How School Of Law
Oftentimes, based on the facts of a case, what justice requires is reasonably clear; yet, when the clever arguments of the defendant’s lawyers have to be dealt with, the Judge faces difficult, even insurmountable obstacles as he seeks the legal justification for the result which he knows (or feels) is the correct one. Rubenstein v HSBC1is such a case. The Rubensteinjudgment is not easy to digest, for several reasons. First, the claims traversed statutory duty, tort of negligence and contract and, along with that, the perennial vexed question of whether different paths should lead to the same result. Second, the …
Fifty: Shades Of Grey--Uncertainty About Extrinsic Evidence And Parol Evidence After All These Ucc Years, David G. Epstein
Fifty: Shades Of Grey--Uncertainty About Extrinsic Evidence And Parol Evidence After All These Ucc Years, David G. Epstein
Law Faculty Publications
Lawyers and judges have been working with the Uniform Commercial Code for about fifty years. Most states adopted the Uniform Commercial Code between 1960 and 1965.
Notwithstanding these years of experience and the importance of certainty to parties entering into commercial transactions, there is still considerable confusion over the use of extrinsic evidence, parol evidence and the parol evidence rule in answering the questions (1) what are the terms of a contract for the sale of goods and (2) what do those contract terms mean. No "black and white rules"-just various "shades of grey."
This essay explores the reasons for …