Business Organizations Law Commons^™

Promoting Esg Investing By Trustees: Risk Management And Structuring Solutions, Vincent Ooi, Alvin W. L. See

Research Collection Yong Pung How School Of Law

The world is falling behind on its commitments to tackle some of the most pressing problems of this century: climate change, inequality, and other obstacles to building a sustainable future. In 2015, all Member States of the United Nations adopted the 2030 Agenda for Sustainable Development which set out 17 Sustainable Development Goals (‘UNSDG’) and 169 targets spanning the spectrum of environmental, social and economic dimensions of development. At the mid-point to 2030, the UN Secretary-General reported that of the roughly 140 targets for which data is available, about 12 per cent are on track; more than half are moderately …

Criminal Subsidiaries, Andrew K. Jennings

Faculty Articles

Corporate groups comprise parent companies and one or more subsidiaries, which parents use to manage liabilities, transactions, operations, and regulation. Those subsidiaries can also be used to manage criminal accountability when multiple entities within a corporate group share responsibility for a common offense. A parent, for instance, might reach a settlement with prosecutors that requires its subsidiary to plead guilty to a crime, without conviction of the parent itself—a subsidiary-only conviction (SOC). The parent will thus avoid bearing collateral consequences—such as contracting or industry bars—that would follow its own conviction. For the prosecutor, such settlements can respond to criminal law’s …

Loophole Entrepreneurship, Brian M. Sirman

Fordham Journal of Corporate & Financial Law

All entrepreneurs seek favorable legal or regulatory treatment for their businesses. Sometimes this leads an entrepreneur to build a business within a gap in the law—a loophole. In so doing, these “loophole entrepreneurs” may avoid steep regulatory compliance costs that otherwise would beset (or perhaps prohibit) their businesses, thereby gaining advantages over competitors. Despite these benefits, loophole entrepreneurship is fraught with risks. Loopholes, by nature, are fragile, and their contours are often uncertain. Moreover, the stigma of “exploiting a loophole” (which connotes unfairness or deception) can provoke ill will among competitors, policymakers, and the public.

The ranks of loophole entrepreneurs …

Expanding Mfw: Delaware Law Should Offer A Business Judgment Rule Safe Harbor For All Conflicted Controller Transactions, Alex Lindsey

Fordham Journal of Corporate & Financial Law

While courts usually defer to a board’s business decisions under the business judgment rule, courts will apply a much less deferential standard of review due to loyalty concerns if a conflicted controller is involved in a business decision such as a merger. However, in Kahn v. M & F Worldwide (“MFW”) when a squeeze out merger was challenged by a minority stockholder, the Delaware Supreme Court reviewed the transaction under the deferential business judgment rule standard because the Court found that the structure of the transaction neutralized the controller loyalty concerns. Building on this reasoning, the Court developed a checklist …

The Problem With The “Non-Class” Class: An Urgent Call For Improved Gatekeepers In Merger Objection Litigation, Josh Molder

Fordham Journal of Corporate & Financial Law

Until recently, class actions dominated merger objection litigation. However, plaintiff’s lawyers have constructed a “non-class” class where an individual suit can benefit from the leverage of a certified class without ever meeting the stringent class certification requirements of Federal Rules of Civil Procedure 23. This new development has initiated a shift in merger objection litigation where plaintiffs are increasingly filing individual suits instead of class actions. However, this shift has left shareholders vulnerable to collusive settlements because plaintiff’s attorneys have significant control over these suits and a strong incentive to settle quickly for a substantial fee. Additionally, corporate defendants are …

The Role Of U.S. Government Regulatioms, Bert Chapman

Libraries Faculty and Staff Presentations

Provides detailed coverage of information resources on U.S. Government information resources for federal regulations. Features historical background on these regulations, details on the Federal Register and Code of Federal Regulations, includes information on individuals can participate in the federal regulatory process by commenting on proposed agency regulations via https://regulations.gov/, describes the role of presidential executive orders, refers to recent and upcoming U.S. Supreme Court cases involving federal regulations, and describes current congressional legislation seeking to give Congress greater involvement in the federal regulatory process.

Elba Liquefaction Co., Et. Al. V. Ihi E&C Int'l Corp., Fourth Amended Case Mgmt Order, Kelly Lee Ellerbe

Georgia Business Court Opinions

No abstract provided.

What’S Scope 3 Good For?, Madison Condon

Faculty Scholarship

Opposition to the Securities and Exchange Commission’s (“SEC”) new rule on updated climate risk reporting has focused on one category of disclosures as particularly objectionable: Scope 3 emissions.⁷ Otherwise known as “supply chain emissions,” Scope 3 emissions have been voluntarily reported by a growing number of companies since the term was invented as part of the Greenhouse Gas Protocol in 2001.⁸ They include all the emissions both up and downstream of a corporations’ own activities: the emissions of the privately-owned factory that produced the shoes Target sells, as well as the emissions you burn while driving to the …

Fuqua Bcde Peachtree Corners Project Owner V. Ordner Construction Co., Et. Al., Order On Defendants' Motion To Dismiss, Wesley B. Tailor

Georgia Business Court Opinions

No abstract provided.

Alexander S. Glover, Et. Al. V. Georgia Mining Ventures, Llc, Et. Al., Order On Motions For Summary Judgment, Kelly Lee Ellerbe

Georgia Business Court Opinions

No abstract provided.

Alexander S. Glover, Et. Al. V. Georgia Mining Ventures, Llc, Et. Al., Order On Defendants' Motion To Exclude Testimony, Kelly L. Ellerbe

Georgia Business Court Opinions

No abstract provided.

Company.Com, Llc V. Priority Payment Systems, Llc, Order On Motion For Interlocutory Injunction And Motion To Dismiss, John J. Goger

Georgia Business Court Opinions

No abstract provided.

Alexander S. Glover, Et. Al. V. Georgia Mining Ventures, Llc, Et. Al., Order On Motion To Withdraw Admissions, Kelly Lee Ellerbe

Georgia Business Court Opinions

No abstract provided.

Alder Opportunity Lp, Et. Al. V. Cgc Capital Partners, Llc, Et. Al., Order On Pending Motions, Wesley B. Tailor

Georgia Business Court Opinions

No abstract provided.

North Atlanta Vascular Clinic V. Dr. Thomas Matthews, M.D., Order On Cross-Motions For Summary Judgment, Eric A. Richardson

Georgia Business Court Opinions

No abstract provided.

Galaxy Next Gen. V. Elhert, Order On Counterclaim Plaintiff's Motion To Compel, Kelly Lee Ellerbe

Georgia Business Court Opinions

No abstract provided.

Ahs International, Llc V. Assembly Atlanta, Et. Al., Order On Defendant's Motion For Leave To Amend For Attorney's Fees, Kelly Lee Ellerbe

Georgia Business Court Opinions

No abstract provided.

Tidewater Fleet Supply, Llc V. Jason L. Mccard, Et. Al., Order On Defendant's Motion To Dismiss, Kelly Lee Ellerbe

Georgia Business Court Opinions

No abstract provided.

Greensky, Llc V. Wellness Program Services, Llc Dba Trusii, Et. Al., Order And Judgment, John J. Goger

Georgia Business Court Opinions

No abstract provided.

Galaxy Next Gen. V. Elhert, Order On Counterclaim Defendants' Motion To Dismiss, Kelly Lee Ellerbe

Georgia Business Court Opinions

No abstract provided.

Bernard Parks, Et. Al. V. Kelly King, Et. Al., Ordr On Defendants' Motion For Summary Judgment And Motion To Dismiss, John J. Goger

Georgia Business Court Opinions

No abstract provided.

Galaxy Next Gen. V. Elhert, Order On Discovery Issues, Kelly L. Ellerbe

Georgia Business Court Opinions

No abstract provided.

Alexander S. Glover, Et. Al. V. Georgia Mining Ventures, Llc, Order On Plaintiff's Motion To Compel And Motion For Contempt, Kelly Lee Ellerbe

Georgia Business Court Opinions

No abstract provided.

Alexander S. Glover, Et. Al. Georgia Mining Ventures, Llc, Order On Objection To Subpoena For Deposition, Kelly Lee Ellerbe

Georgia Business Court Opinions

No abstract provided.

Ruby Tuesday, Inc. V. Cede & Co., Et. Al., Order On Remand And Defendant's Motion To Reconsider Sanctions, John J. Goger

Georgia Business Court Opinions

No abstract provided.

The Battle With Big Tech: Analyzing Antitrust Enforcement And Proposed Reforms, Youngjae Lee, Morgan Hagenbuch

Fordham Journal of Corporate & Financial Law

No abstract provided.

The Solution To Shadow Trading Is Not Found In Current Insider Trading Law: A Proposed Amendment To Rule 10b5-2, Jamel Gross-Cassel

Fordham Journal of Corporate & Financial Law

Shadow trading is a lucrative way to exploit a loophole in insider trading law. Insiders abuse this loophole to make six-figure profits and escape liability when done at the right companies. Those who shadow trade use material, nonpublic information to trade not in the securities of their own company, which would be illegal, but in the securities of a closely related company where the information is just as impactful. Efforts to close this loophole rely on the individual insider trading policies of the involved companies. These policies vary in language, making liability for shadow trading dependent on specific language or …

Disclosure Procedure, Andrew K. Jennings

Faculty Articles

Securities disclosure is a human process. Each year, public companies collectively spend over fifteen million hours producing disclosures that undergird an equities market with tens of trillions in market capitalization. The procedures they follow in doing so affect whether their disclosures contain misstatements or omissions—errors that can cause trading losses for investors, and litigation for issuers. Yet despite the importance of the disclosures that firms produce, the literature says little about how they do it, including whether they are spending too much, too little, or just enough on their disclosure procedures. To fill that gap, this Article uses original surveys …

Is "Public Company" Still A Viable Regulatory Category?, George S. Georgiev

Faculty Articles

This Article suggests that the ubiquitous “public company” regulatory category, as currently constructed, has outlived its effectiveness in fulfilling core goals of the modern administrative state. An ever-expanding array of federal economic regulation hinges on public company status, but “public company” differs from most other regulatory categories in that it requires an affirmative opt-in by the subject entity. In practice, firms today become subject to public company regulation only if they need access to the public capital markets, which is much less of a business imperative than it once was due to the proliferation of private financing options. Paradoxically, then, …

Corporate Foreign Policy In War, Kishanthi Parella

Scholarly Articles

On February 24, 2022, Russian troops invaded Ukraine. Over a year later, the war has claimed tens of thousands of lives and led to the displacement of millions. In Spring 2023, both Ukrainian and Russian forces prepared new offensives, while the United States committed to providing Ukraine with military tanks—a move that Russian officials had previously warned would constitute direct involvement in the war. While countries debated how to respond, we also witnessed the privatization of foreign policy as hundreds of companies around the world similarly sought to assist Ukraine or punish Russia using the tools of national foreign policy—humanitarian …