Law Commons^™

Who Sits On Texas Corporate Boards? Texas Corporate Directors: Who They Are And What They Do, Lawrence J. Trautman

Lawrence J. Trautman Sr.

Corporate directors play an important role in governing American business, in the capital formation process, and are key to economic growth. Texas businesses play a disproportionately important role among the states in aggregate U.S. job creation, responsible for 37% of all net new American jobs since the recovery began. It is the job of the board of directors to govern the corporation. Director’s duties and responsibilities include: the duty of care; duty of loyalty; and duty of good faith. The recently published Trautman’s Guide™ to Texas Corporate Directors, provides biographical data for most of the approximately 20,000 for-profit corporate directors …

Factors To Consider Before Arbitrating In The Arab Middle East:, Radwa S. Elsaman Ms.

Radwa S Elsaman

This article discusses two significant factors affecting arbitration in the Arab Middle East: the effect of religion on arbitration and the effect of legislative constraints on arbitration. By presenting foreign investors and practitioners with an overview of some of the unique social, legal and religious issues distinctive to arbitration in the Arab Middle East, this article will provide foreign investors and practitioners with examples of factors to consider that can affect arbitration decisions in the Middle East.

Where Did Mill Go Wrong?: Why The Capital Managed Firm Rather Than The Labor Managed Enterprise Is The Predominant Organizational Form In Market Economies, Justin Schwartz

Justin Schwartz

In this Article, I propose a novel law and economics explanation of a deeply puzzling aspect of business organization in market economies. Why are virtually all firms are organized as capital managed and owned (capitalist) enterprises rather than as labor managed and owned cooperatives? Over 150 years ago, J.S. Mill predicted that efficiency and other advantages would eventually make worker cooperatives predominant over capitalist firms. Mill was right about the advantages but wrong about the results. The standard explanation is that capitalist enterprise is more efficient. Empirical research, however, overwhelmingly contradicts this. But employees almost never even attempt to organize …

Huch V. Charter Communications Inc.: Consumer Prey, Corporate Predators And A Call For The Death Of The Voluntary Payment Doctrine Defense, Oliver T. Beatty

Oliver T Beatty

This article addresses the collision between consumer fraud statutes, which developed in the last forty years, and the voluntary payment doctrine, which dates back to the 1600’s. The voluntary payment doctrine (“VPD”) provides, in its most common form, that “absent fraud or duress, a person who pays with full knowledge of all the facts cannot recover the money back again.” This doctrine holds true even if the money is not legally owed, and in some cases, even if the payment is made under protest. Conversely, consumer fraud statutes typically allow consumers to recover damages in a broad range of contexts, …

"Cost Savings" As Proceeds Of Crime: A Comparative Study Of The United States And The United Kingdom, Richard C. Alexander

Richard C Alexander

The article begins by comparing and contrasting the provisions relating both to asset forfeiture and money laundering under U.S. Federal law and the law of the United Kingdom (in this area, the differences between the provisions of the three jurisdictions making up the United Kingdom are not significant). Some reference is also made to Florida state law, but principally by way of example rather than analysis. It then analyzes the U.S. case law relating to costs saved through the commission of a criminal offense and considers the possible effect of the amendment, made in 2009, to 18 U.S.C. §1956, before …

The Shareholders' Role To Foster Corporate Governance In Bangladesh : A Suggestive Review, Dr. Zahid Rafique Zr

Dr. Zahid Rafique ZR

Abstract This paper unveils the issues on shareholders’ activism to secure the desirable corporate governance in Bangladesh .The focal point is the motive and the nature of shareholders in company dealings. Factually, the prime agenda as observed of the shareholders to get profit affects the activities of a company and in Bangladesh, corruption has a curious link with shareholders some of whom thinks of dividend only irrespective of transparency and accountability. The dominating and controlling thought obsesses some shareholders who fear the disclosure and the losing of control over company they have set up. This creates rational apathy into the …

Demystifying The Determination Of Foreign Law In U.S. Courts: Opening The Door To A Greater Global Understanding, Matthew J. Wilson

Matthew J. Wilson

With globalization and the proliferation of international commercial interaction, U.S. courts commonly encounter issues governed by the laws of other sovereigns. These encounters arise by virtue of private agreements or choice-of-law rules covering contractual relationships, cross-border conduct, tortuous acts, employment matters, intellectual property rights, and various other legal foundations. Because the substantive law applied in an international lawsuit can be outcome-determinative, it is important to accurately ascertain and determine the relevant law. In fact, the proper functioning of private international law in a domestic system is based on the appropriate application of law.

U.S. federal and state courts are presumed …

L.L.P. – A Gateway For Young Entrepreneurs, Sreerengan Vr

SREERENGAN VR

Limited Liability Partnership is a new law in India and it is the right platform for the new innovative minds to start their business. This article is envisaging the possibilities of LLP in the present era and giving a feasibility study for the business man to think on new business arena.

No More Abuse: The Dodd-Frank And Consumer Financial Protection Act's "Abusive" Standard, Tiffany S. Lee

Tiffany S Lee

The Dodd-Frank Wall Street Reform and Consumer Financial Protection Act creates the new Bureau of Consumer Financial Protection. This consumer watchdog will be responsible for the most powerful consumer protections in American history. Under section 1031(d) of the Act, the Bureau may ban acts and practices that are unfair, deceptive, or abusive. While the unfair and deceptive standards have existed for some time, “abusive” is a relatively new legal standard with limited jurisprudential history. Thus, ironically, critics assert that the inclusion of the abusive standard is itself an abuse of legislative power. This Article asserts that despite some criticism to …

Shirking The Duty To Defend In Florida: Is Assignment The Exception To Argonaut?, Matthew J. Jowanna

Matthew J. Jowanna

A lawsuit is filed by a plaintiff and the defendant is served. The defendant has a drawer full of liability insurance policies and, therefore, the insured defendant sends a copy of the served complaint to any and all insurance carriers that may provide coverage for the claim. The insured defendant then receives a few coverage denials for reasons such as the event at issue did not occur within a certain policy period or that the insured’s private automobile policy does not provide coverage for a commercial general liability claim. In any event, the denials appear to be valid - so …

Re-Conceptualizing The Law Of Nuisance Through A Theory Of Economic Captivity, George P. Smith

George P Smith

Re-conceptualizing the Law of Nuisance through a Theory of Economic Captivity

George P. Smith, II

Matthew Saunig

Abstract:

Generally, the fact that a plaintiff comes to a nuisance is not a per se defense to a nuisance action. This defense is viewed in many jurisdictions as but a factor in determining whether a defendant’s conduct is an unreasonable interference with use and enjoyment of a neighbor’s property. In principle, two other affirmative defenses are—although not often allowed in practice by the courts—found in contributory negligence and assumption of the risk.

This Article seeks to develop a theory of economic captivity …

Why Europe Should Say No To The Proposed Framework Of Economic Governance: A Legal And Policy Analysis In Light Of The Establishment Of The European Stability Mechanism And The Euro Plus Pact, Vasileios Paliouras

Vasileios Paliouras

The eurozone sovereign debt crisis, despite all the pain and suffering that has caused to the peoples of the affected countries of the European periphery, has the potential to serve the purpose of European integration, if the right signals are transmitted to the political establishment of Europe. Clearly, the crisis has challenged the basic premise that underpinned the creation of the Economic and Monetary Union (EMU), namely that coordination of economic policies would be enough to safeguard the consensus over the common currency. During the last year the leaders of eurozone Member States have taken unprecedented action to make up …

The Family Smoking Prevention And Tobacco Control Act: Legislation Passed By Congress Or The Tobacco Companies?, Sakineh A. Majd

Sakineh A. Majd

The Family Smoking Prevention and Tobacco Control Act (“the Act”) was passed by the 111th Congress in June 2009. Granting the FDA substantial authority to regulate tobacco products and how they are marketed, the Act has the power to define the future of the tobacco industry in America, and its passage did not go uncontested. Philip Morris was in support, while competing tobacco firms Reynolds and Lorillard were opposed. With the Act’s controversial passage came accusations that the senators of the 111th Congress voted according to the agendas of the tobacco firms that they were beholden to. I argue that …

Best Practices To Incorporate The Informal Economy Into The Formal Economy., Omar E. Garcia-Bolivar

Omar E Garcia-Bolivar

This paper is about the best practices used to incorporate the informal economy into the formal economy. It is based on experience implementing legal changes in developing countries to empower the poor.

A Deposit Substitute For Post Dodd-Frank Regulatory Policy Assessments Of Emergent Payments: A Taxonomical Approach, Eniola Akindemowo

Eniola Akindemowo

Existing stored value products (SVPs) are early prototypes of what payments and money will become: digital, disintermediated, and, possibly, neither state- nor bank-issued. The formulation of stored value regulatory policy in the U.S. has been a complicated, slow process however, producing a piecemeal scheme of broadly uneven regulations. Suffice it to say that the result of several short-term fixes has been to postpone looming inefficiencies and highlight limitations stemming from inconsistencies inherent in their use.

Past regulatory efforts have thrown a startling fact into sharp relief: The relevance of deposits, the hallowed central concept of payments jurisprudence, is undermined in …

Duties And Liabilities Of Corporate Managers Under Argentine Law, Martin Eugenio Abdala Prof. Dr.

Prof. Dr. Martin Eugenio Abdala

Every individual participates on the commercial traffic, concluding daily different contracts and incurring in many duties, most of which are satisfied correctly on time and form. However, in the cycle from the birth to the extinction of those obligations, it often appears some vicissitudes such as retardation, delay and default. The duties of corporate managers, as a species of that obligation genre, might be obviously affected by such vicissitudes. In Argentine Law the situations of retardation and delay are solved with many tools that come mainly from the Ley de Sociedades Comerciales (Corporation Act). The cases in which there is …

“No Fishing Poles Allowed At The Office,” And Other Suggestions On How To Limit “Fishing Expeditions” To An Outdoor Weekend Activity And Away From The Realm Of E-Discovery, Joanna K. Slusarz

Joanna Slusarz

Early settlement is usually encouraged by the courts and welcomed by most parties involved in a lawsuit. However, it may not always be the most favorable result. This idiosyncrasy arises most when the costs of continuing litigation and adjudication on the merits outweigh those of early settlement. On the other hand, early settlement raises the risk of “encourag[ing] additional, low merit cases that might not otherwise have been filed had the company chosen to litigate existing lawsuits.”

The phenomenon of electronic discovery (“e-discovery”) has exponentially increased the occurrence of the latter result. As a result, defendants, particularly large corporations with …

The Interplay Between U.S. Statutory Rights And Public Policy Under The Faa And New York Convention In International Disputes, Daniel Schwarz

Daniel M. Schwarz

The “prospective waiver” doctrine allows U.S. courts to invalidate or sever arbitration clauses in otherwise valid agreements to arbitrate where arbitrating under foreign law would prevent a U.S. party from seeking relief under a U.S. statute. The loss of this opportunity is said to affront U.S. public policy. This paper acknowledges that courts’ application of this idea has resulted in the need for a more fundamental revisiting of the question of whose law should be “mandatory” in international arbitration. But more specifically, this paper proposes appropriate sets of factors for pre-arbitration courts, arbitrators, and post-arbitration enforcement courts to consider in …

Is There An Efficient Antitrust Approach To Health Care?, Kathryn Ciano

Kathryn Ciano

As American states and the federal government wrestle to find a solution to health care reform, some regulators are looking towards antitrust laws in the international marketplace to govern domestic health care policy. Antitrust principles dictate that antitrust authorities must intervene only when pressures become so great as to interfere with the very operations of the market. Pharmaceutical and health care markets rely on free trade and competitive global cooperation, so there is no efficient antitrust approach to health care.

Mers: Creating Efficiencies Or Clouding Titles? Examining Challenges To The Mortgage Electronic Registration System, Christian Carson

Christian Carson

The Mortgage Electronic Registration System has recently come under fire amidst the recent foreclosure crisis. Since MERS is mortgagee of record to more than 60 million mortgages in the United States, the question as to whether it has standing to foreclose on defaulted loans presents a hurdle to the speedy recovery of the housing market.

It is likely that the MERS framework is a sound one that complies with longstanding principles of property and agency law. Examination of the controlling Supreme Court case Carpenter v. Longan and Restatement commentary reveals that a separation of the mortgage and the note does …

Globalization Versus Normative Policy: A Case Study On The Failure Of The Barbie Doll In The Indian Market, Priti Nemani

Priti Nemani

The Barbie doll leads in the world of young females, with her vast wardrobe, her extensive life experiences, and her many diverse friends. Barbie’s maker- Mattel, Inc. – has sold the doll around the world by making superficial ethnic and racial modifications to the doll; however, the international marketing of Barbie has not been wholly triumphant. Mattel no longer promotes the Barbie in India; rather, the global company now mainly markets gender neutral products, like board games, to the Indian market. Why did the Indian family reject Barbie as the appropriate toy for their daughters?

This article argues that, despite …

Coerced Debt: An Empirical Examination Of The Role Consumer Credit In Domestic Violence, Angela K. Littwin

Angela K Littwin

When one pictures domestic violence, consumer credit probably does not come to mind. Physical and sexual abuse in intimate relationships has become an acknowledged reality. Structural abuse, which includes tactics such as isolating victims from other relationships and cutting off access to transportation, has also made headway in the public consciousness. Even forms of economic abuse that depress victims’ income have been well-documented. But there is another facet of domestic violence that has not yet been recognized: financial abuse through consumer credit. As consumer lending has permeated American life, violent partners have begun using debt as a means of exercising …

The Global Shadow Bank--Systemic Risk And Tax Policy Objectives: The Uncertain Case Of Foreign Hedge Fund Lending In The United States, Julie A.D. Manasfi

Julie A.D. Manasfi

ABSTRACT: THE GLOBAL SHADOW BANK-- SYSTEMIC RISK AND TAX POLICY OBJECTIVES: THE UNCERTAIN CASE OF FOREIGN HEDGE FUND LENDING IN THE UNITED STATES With the recent financial crisis in the U.S. starting in 2007, much attention has been drawn to the issue of whether and to what extent financial regulation should keep pace with financial innovation and the shadow banking system. However, often ignored is the Internal Revenue Code’s failure to adequately keep pace with this financial innovation. One example of how the tax laws lag behind financial innovation can be found in the taxation of lending into the U.S. …

Recalibrating Abstract Payments Regulatory Policy: A Retrospective After The Dodd-Frank Act, Eniola Akindemowo

Eniola Akindemowo

The future efficiency of the payments system is at stake. Existing stored value products (SVPs e.g. gift cards and gift card apps) are early prototypes of what payments and money will become – digital, dis-intermediated, and possibly, neither state nor bank issued. These products have defied sustained efforts to pigeonhole them into traditional categories. Significantly, past regulatory efforts have thrown a startling fact into sharp relief: the relevance of deposits – the hallowed central concept of payments jurisprudence – is being undermined in SVPs and emergent payments. What this means is that the role of deposits – the lynch pin …

Warranting Rightful Claims, Karen E. Sandrik

Karen E. Sandrik

Damage awards for patent infringement have sky-rocketed and sparked significant debate in recent years. A part of this patent damage debate focuses on non-practicing entities, or so-called “patent trolls.” A patent troll is a patent owner that demands a royalty based on patented technology, yet does not actually make use of the technology to provide an end product or service. Patent trolls are known for their aggressive and opportunistic behavior. Their strategy is simple: create nuisance and inflict fear. Often, patent trolls employ this strategy against the buyers of goods that use the patented technology. Increasingly, those buyers are availing …

Injecting Law Student Drama Into The Classroom: Transforming An E-Discovery Class (Or Any Law School Class) With A Complex, Student-Generated Simulation, Paula Schaefer

Paula Schaefer

Gem Finch, Boone Radley, and Pickle Harris are just three of the characters who play a dramatic – and key – role in my e-discovery focused pre-trial litigation class. I did not originally invite them into the class for the drama. I was interested in their email. In 2009, I was planning a pre-trial litigation class that would include e-discovery issues. But I could not find a pre-packaged case that included ESI – the electronically stored information that is the mainstay of e-discovery practice. The case materials included in most pre-trial litigation books involved car accidents and simple contract disputes. …

Reconsidering The Separation Of Banking And Commerce, Mehrsa Baradaran

Mehrsa Baradaran

This Article examines the long-held belief that banking and commerce need to be kept separate in order to ensure a stable banking system. Specifically, the Article criticizes the Bank Holding Company Act (BHCA), which prohibits non-banking entities from owning banks. The recent banking collapse has caused and exacerbated several problematic trends in U.S. banking, especially the conglomeration of banking entities and the homogenization of assets. The inflexible and outdated provisions of the BHCA are a major cause of this movement toward conglomeration and homogenization. Since the enactment of the BHCA, the landscape of U.S. banking has changed dramatically. The strict …

After Lehman: International Response To Financial Disputes - A Focus On Hong Kongg Kong, Shahla F. Ali, John Koon Wang Kwok

Shahla F. Ali

Recent global financial dislocation has provided an impetus for examining effective avenues for the resolution of financial disputes. Hong Kong, like many financial centers throughout the world, has been directly affected by the collapse of Lehman Brothers. Its response to the collapse has included a creative mix of regulatory strengthening and government sponsored mediation and arbitration. Each of these alternative mechanisms of resolution provides a useful case study of the prospects of the use of ADR in response to financial crises. The efficacy of such interventions will be reviewed and options for the future development of a multi-tier dispute resolution …

Why Is Small Business The Chief Business Of Congress?, Mirit Eyal-Cohen

Mirit Eyal-Cohen

Small business is a sacred cow in America. In 1958, Congress created the Small Business Investment Company ("SBIC"), a unique public-private program that provides long-term capital to small entrepreneurs. From its inception, however, the SBIC has been plagued by inefficiency and failure. Yet, Congress continues to pour millions of dollars into the SBIC program, with no end in sight. What explains this failed policy course?

This article argues that the SBIC program exemplifies the pitfalls of legal and political institutional path dependency and should be replaced by private institutional lending system. Pursuant to this account, past decisions can influence future …

¿Viva La Data Protection? Chile As A Touchstone For The Future Of Information Privacy, Nicola C. Menaldo

Nicola C. Menaldo

This paper attempts to uncover a puzzle: although the traditional levers for strong privacy protection are present in Chile – a history of dictatorship, an information technology revolution, and strong trade with the European Union – its data protection laws are in fact very weak. What explains this apparent disconnect? This paper challenges the conventional wisdom: that Chile's weak data protection regime is the result of weak democratic institutions, collective action problems, or the prioritization of credit data protections. Instead, it argues that Chile's stunted regime results from a political culture in which privacy protections, generally, are traded off for …