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Trade Secrets, Non-Competes, And Unfair Competition, Office Of Continuing Legal Education At The University Of Kentucky College Of Law

Continuing Legal Education Materials

Materials from the conference on Trade Secrets, Non-Competes, and Unfair Competition held by UK/CLE in October 2001.

Section 8: Business Law, Institute Of Bill Of Rights Law, William & Mary Law School

Supreme Court Preview

No abstract provided.

Evaluation Of California's Enterprise Zones, California Research Bureau

California Agencies

Enterprise zones are California's second most important tool for attempting to resuscitate urban areas (after redevelopment). Businesses get generous tax benefits for locating and hiring in these areas. There are now 40 enterprise zones in the state, from Eureka to Calexico in North-South space, and from Central Los Angeles to Porterville, Delano, and Thermal in urban size hierarchy. The legislature regularly considers bills proposing to expand the number of zones. This experience costs the taxpayers over $70 million per year.

So, do they work? A reasonable test would be whether there was more job growth in enterprise zones than in …

The Role Of Boards And Stakeholders In Corporate Governance, Victor C. S. Yeo, Pearlie M. C. Koh

Research Collection Yong Pung How School Of Law

This paper was written specifically for the OECD Third Asian Roundtable on Corporate Governance, held in Singapore in April 2001, the theme of which was "the Role of Boards and Stakeholders in Corporate Governance". It goes without saying that a significant part of corporate governance is about managerial control and accountability. The duties imposed on directors, how Board members are chosen, Board composition, the interaction between members, the roles and responsibilities that Boards undertake, both as a whole and by their individual members, all have significant impact on the efficacy and propriety of the Board in fulfilling its functions. This …

Ucita: Still Crazy After All These Years, And Still Not Ready For Prime Time, James S. Heller

Library Staff Publications

No abstract provided.

Enforcing The Community Reinvestment Act: An Advocate's Guide To Making The Cra Work For Communities, Richard D. Marsico

Articles & Chapters

This guide to the Community Reinvestment Act (CRA) is designed to provide community advocates with the basic information and skills they need to challenge bank redlining and promote economic development in their neighborhoods. The Guide includes four sections: the legal structure of the CRA; important information about banks and how to get it; analyzing a bank's CRA records, and participating in the CRA enforcement process.

Reforming China's Partnership Law: Achievements, Problems And Prospects, Hongbing Fan

LLM Theses and Essays

This thesis proposes some measures to reform China's partnership law after providing an overview of China's partnership development in a historical perspective. After a brief introduction in Part I, Part II reviews the historical development of partnerships since the founding of the People's Republic of China. Much emphasis is put on significant changes since 1978. Part III examines the basic structure and content of the present laws and regulations on partnership in China. Part V highlights the problems and limits facing China's partnership law. Measures are proposed in Part IV with detailed reference to the United States partnership law. As …

Evolution Of The Arm's Length Standard In The Us Transfer Pricing Legislation And Russian Arm's Length Perspective, Andrei A. Shutov

LLM Theses and Essays

This thesis analyzes the evolution of the arm's length standard (ALS) as the key element of the transfer pricing control system in the US. This thesis also addresses some issues on creation of transfer pricing legislation in the Russian Federation and focuses on three sets of problems. First, it provides the general outline of the legislative history of the ALS as well as the history of the ALS' application in the US, including an overview of landmark cases, which revealed some conceptual problems with respect to the ALS. Secondly, the thesis addresses core problems associated with the ALS, such as …

Regulation S - Rules Governing Offers And Sales Made Outside The United States Without Registration Under The Securities Act Of 1933, Caroline Mary Rutherford Lee

LLM Theses and Essays

Underpinning a regulatory regime is a dichotomy between achieving certainty of outcome and achieving perceived fairness. While such a discussion may seem out of place in the context of a regulatory regime dealing with offshore offerings, it nonetheless serves to emphasize some of the considerations encountered in the following examination of Regulation S. Part Two of this thesis outlines the development of the disclosure regime that is evidenced in the United States Federal Securities Regulations and then goes on to examine how this regime, first established in the 1930s, dealt with the advent of globalization. Part Three then looks at …

2001: A Code Odyssey (New Dawn For The Article 9 Secured Creditor), Michael G. Hillinger

Faculty Publications

This Article attempts to describe what bankruptcy lawyers and judges most need to know about the Revised Article 9. (Of course, if bankruptcy judges and lawyers need to know it, a fortiori, secured creditors’ attorneys need to know it.)

At the top of the most-need-to-know list are Revised Article 9’s choice-of-law and filing rules. Section 544(a) of the Bankruptcy Code, the “trustee’s strong-arm” clause, permits the trustee (and debtor-in-possession) to avoid unperfected security interests. For many transactions, Revised Article 9’s choice-of-law provisions will change where the creditor must file to perfect its interest. Those who do not know about Revised …

Downtown Code: A History Of The Uniform Commercial Code 1949-1954, 49 Buff. L. Rev. 359 (2001), Allen R. Kamp

UIC Law Open Access Faculty Scholarship

No abstract provided.

Director Accountability And The Mediating Role Of The Corporate Board, Margaret M. Blair

Vanderbilt Law School Faculty Publications

One of the most pressing questions facing both corporate scholars and business people today is how corporate directors can be made accountable. Before addressing this issue, however, it seems important to consider two antecedent questions: To whom should directors be accountable? And for what? Contemporary corporate scholarship often starts from a "shareholder primacy" perspective that holds that directors of public corporations ought to be accountable only to the shareholders, and ought to be accountable only for maximizing the value of the shareholders' shares. This perspective rests on the conventional contractarian assumption that the shareholders are the sole residual claimants and …

Litigating Challenges To Executive Pay: An Exercise In Futility?, Randall Thomas, Kenneth J. Martin

Vanderbilt Law School Faculty Publications

This paper is an empirical analysis of plaintiffs' success rates in executive compensation litigation. Using data from publicly available files, this study examines a sample of 124 cases where shareholders have challenged executive compensation levels and practices at public and closely held corporations. This data set shows that shareholders are successful in at least some stage of this litigation in a significant percentage of these cases. Our most robust result is that plaintiffs win a greater percentage of the time in compensation cases against closely held companies than against publicly held companies. This result is consistent for every stage of …

Latin American Legal History: Some Essential Spanish Terms, M C. Mirow

Faculty Publications

Terms related to Latin American legal history translated into English.

The Emperor's New Clothes: The Shocking Truth About Digital Signatures And Internet Commerce, Jane K. Winn

Articles

This Article critiques a specific set of assumptions about specific application of digital signature technology: that contracts will be formed over the Internet among parties with no prior relationships through reliance on digital signature certificates issued by trusted third parties to establish the identity of the parties. This application for digital signature technology was once seen as both its most ambitious and most promising application because, for parties with no prior knowledge of each other, there is not yet a reliable system of online identities in Internet commerce.

Parties with an ongoing commercial relationship can absorb the cost of offline …

Introducing Revised Article 9 Of The Uniform Commercial Code, John L. Mccabe, Arthur H. Travers

Publications

No abstract provided.

Financial Modernization: The Effect Of The Repeal Of The Glass-Steagall Act On Consumers And Communities, Richard D. Marsico

Articles & Chapters

No abstract provided.

Should Shareholders Have A Greater Say Over Executive Pay??, Randall S. Thomas, Brian R. Cheffins

Vanderbilt Law School Faculty Publications

Executive pay arrangements in Britain's publicly quoted companies have been subjected to much criticism in recent years. Proposals that shareholders should have a greater direct say over managerial remuneration have been a by-product of the concerns expressed. Debate on this point, however, has been largely speculative. This is because there is little evidence available in the United Kingdom indicating how shareholders would exercise any new powers they might be given. This paper addresses the evidentiary gap by drawing upon the experience in the United States, where empirical work indicates that shareholder voting only operates as a potential check when pay …

How Free Trade Can Save The Everglades, Aaron Schwabach

Faculty Scholarship

No abstract provided.

Introduction To Symposium On Revised Article, Sarah Howard Jenkins

Faculty Scholarship

No abstract provided.

Preemption & Supplementation Under Revised 1-103: The Role Of Common Law & Equity In The New U.C.C., Sarah Howard Jenkins

Faculty Scholarship

No abstract provided.

The Statutory Derivative Action In Singapore: A Critical And Comparative Examination, Pearlie Koh

Research Collection Yong Pung How School Of Law

As a mechanism for shareholder control of corporate wrongs and thus as a tool of corporate governance, the statutory derivative action has had much international attention given to it, particularly in the last 10 years. Singapore introduced its statutory derivative action in 1993 and since then, there have been two reported cases in which the action was invoked. In this paper, I consider the Singapore derivative action as contained in sections 216A and 216B of the Singapore Companies Act. The approach taken is a comparative one as I also look at the statutory derivative actions in Australia and other common …

Shaming In Corporate Law, David A. Skeel Jr.

All Faculty Scholarship

Along with the burgeoning legal literature on norms has come a renewed interest in the use of shaming sanctions as an alternative to standard forms of punishment. Shaming enthusiasts such as Professor Dan Kahan have argued that shaming sanctions can be used either as an independent sanction, or to supplement sanctions such as fines that might not otherwise convey an adequate amount of moral disapproval. Shaming skeptics worry that shaming sanctions will lead to idiosyncratic or unpredictable enforcement. This Article focuses on the role that shaming can or could play in corporate law. Although this Article is not the first …

The Uniform Computer Information Transactions Act: A Well Built Fence Or Barbed Wire Around The Intellectual Commons, Warigia M. Bowman

Articles, Chapters in Books and Other Contributions to Scholarly Works

The Uniform Computer Information Transactions Act (UCITA) is a proposed state contract law developed to regulate transactions in intangible goods such as computer software, online databases and other digital products.' UCITA was intended to act as Article 2B of the Uniform Commercial Code (UCC). Article 2 comprises the law governing commercial transactions in the sale of goods and ensures consistent contract laws from state to state. The stated goal of UCITA is to provide clarity regarding computer information transactions.

What Hath Congress Wrought: E-Sign, The Ueta, And The Question Of Presumption, D. Benjamin Beard

Articles

No abstract provided.

Comparing The General Good Faith Provisions Of The Pecl And The Ucc: Appearance And Reality, Harry Flechtner

Articles

"Good faith" is a notoriously amorphous and variable concept. Thus it is the interpretation and application of the concept that provides the most important points of comparison for the good faith provisions of the Principles of European Contract Law ("PECL") and the Uniform Commercial Code ("UCC") . The UCC has been in force since the 1950's, and its good faith provisions have been applied in hundreds of cases. In contrast, the PECL is a new phenomenon and its good faith rules have not been applied to actual cases. The comment to PECL Article 1:201, however, includes five concrete illustrations of …

Battle For The Bulge: The Reclaiming Seller Vs. The Floating Lien Creditor, William Tabac

Law Faculty Articles and Essays

Part I of this article will discuss "title" holders under the Uniform Commercial Code and the powers and rights that they have to defeat reclaiming sellers. Part II will describe the Code "lessees" and "secured creditors" as well as the powers and rights that they have to defeat reclaiming sellers. Part III will explain how a misreading of the Code has subordinated the reclaiming seller of goods to the Article 9 floating lien creditor. Finally, Part IV will argue that, as the Code drafters intended, the reclaiming seller of goods should prevail over the floating lien creditor.

Introduction To Idaho Law Review 2001 Symposium, D. Benjamin Beard

Articles

No abstract provided.

Language And Formalities In Commercial Contracts: A Defense Of Custom And Conduct, David V. Snyder

Articles by Maurer Faculty

This article defends the decision to retain usage of trade, course of performance, and course of dealing in the revision of Article 1 of the Uniform Commercial Code. The article responds to recent neoformalist criticisms of the incorporation approach and offers a theoretical justification. Usage of trade and course of dealing should be understood as part of the parties' language, following Wittgenstein's understanding of language. Course of performance, which presents a weaker case in terms of language, should be understood as a legal formality, following Fuller's explanation of formalities. Thus understood, custom and conduct can be as important as written …

Good Faith And The Cooperative Antagonist (Symposium On Revised Article 1 And Proposed Revised Article 2 Of The Uniform Commercial Code), James J. White

Articles

One of Karl Llewellyn's most noted achievements in the Uniform Commercial Code was to impose the duty of good faith on every obligation under the Uniform Commercial Code.1 Some (I am one) have privately thought that imposition of this unmeasurable, undefinable duty was Llewellyn's cruelest trick, but no court, nor any academic writer, has ever been so bold or so gauche as to suggest that good faith should not attend the obligations of parties under the UCC. Notwithstanding this silent indorsement of the duty of good faith, the courts2 and commentators3 have had difficulty in determining what is and what …