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Full-Text Articles in Business Organizations Law

Shareholder Primacy Versus Shareholder Accountability, William Wilson Bratton Jan 2024

Shareholder Primacy Versus Shareholder Accountability, William Wilson Bratton

Articles

When corporations inflict injuries in the course of business, shareholders wielding environmental, social, and governance ("ESG") principles can, and now sometimes do, intervene to correct the matter. In the emerging fact pattern, corporate social accountability expands out of its historic collectivized frame to become an internal subject matter-a corporate governance topic. As a result, shareholder accountability surfaces as a policy question for the first time. The Big Three index fund managers, BlackRock, Vanguard, and State Street, responded to the accountability question with ESG activism. In so doing, they defected against corporate legal theory's central tenet, shareholder primacy. Shareholder primacy builds …


Airdrops: “Free” Tokens Are Not Free From Regulatory Compliance, Bridgett S. Bauer Esq. Sep 2020

Airdrops: “Free” Tokens Are Not Free From Regulatory Compliance, Bridgett S. Bauer Esq.

University of Miami Business Law Review

No abstract provided.


The Bleeding Edge: Theranos And The Growing Risk Of An Unregulated Private Securities Market, Theodore O'Brien Sep 2020

The Bleeding Edge: Theranos And The Growing Risk Of An Unregulated Private Securities Market, Theodore O'Brien

University of Miami Business Law Review

America’s securities laws and regulations, most of which were created in the early twentieth century, are increasingly irrelevant to the most dynamic emerging companies. Today, companies with sufficient investor interest can raise ample capital through private and exempt offerings, all while eschewing the public exchanges and the associated burdens of the initial public offering, public disclosures, and regulatory scrutiny. Airbnb, Inc., for example, quickly tapped private investors for $1 billion in April of 2020, adding to the estimated $4.4 billion the company had previouslyraised.2 The fundamental shift from public to private companies is evidenced by the so-called “unicorns,” the more …


Takeover Statutes: The Dormant Commerce Clause And State Corporate Law, Arthur R. Pinto Jan 1987

Takeover Statutes: The Dormant Commerce Clause And State Corporate Law, Arthur R. Pinto

University of Miami Law Review

No abstract provided.