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Articles 1 - 15 of 15

Full-Text Articles in Business Organizations Law

Failed Anti-Activist Legislation: The Curious Case Of The Brokaw Act, Alon Brav, J.B. Heaton, Jonathan Zandberg Dec 2018

Failed Anti-Activist Legislation: The Curious Case Of The Brokaw Act, Alon Brav, J.B. Heaton, Jonathan Zandberg

The Journal of Business, Entrepreneurship & the Law

The Brokaw Act was proposed legislation aimed at “financial abuses being carried out by activist hedge funds who promote short-term gains at the expense of long-term growth . . . .” Sponsoring Senators named it after a small town in Wisconsin that, according to the Act’s sponsors, was decimated by the actions of a hedge fund activist in shutting down the local paper mill with a loss of hundreds of jobs. The Brokaw Act represented the first attempt at federal legislation aimed at restricting hedge fund activism. Since then, new and similar bipartisan proposals have appeared as have threats of …


Clarifying The Original Clawback: Interpreting Sarbanes-Oxley Section 304 Through The Lens Of Dodd-Frank Section 954, J. Royce Fichtner, Patrick Heaston, Lou Ann Simpson Jun 2017

Clarifying The Original Clawback: Interpreting Sarbanes-Oxley Section 304 Through The Lens Of Dodd-Frank Section 954, J. Royce Fichtner, Patrick Heaston, Lou Ann Simpson

The Journal of Business, Entrepreneurship & the Law

In the early 2000s, major accounting scandals involving reporting violations and audit failures sent the United States financial markets into turmoil. Congress and President George W. Bush reacted to the controversy by passing the Public Company Accounting Reform and Investor Protection Act, better known as the Sarbanes–Oxley Act (SOX), in July of 2002. Section 304 created an explicit procedure, whereby the SEC could disgorge or clawback a CEO or CFO’s incentive-based compensation or stock gains when such profits were based on inflated financial statements later required to be restated to reflect the company’s true financial position. When the stock market …


Corporation Code Sections 309 And 1203: California Redefines Directors' Duties Towards Shareholders, Ernest F. Batenga, Mark Willis Jan 2013

Corporation Code Sections 309 And 1203: California Redefines Directors' Duties Towards Shareholders, Ernest F. Batenga, Mark Willis

Pepperdine Law Review

No abstract provided.


Reves Revisited, Janet Kerr, Karen M. Eisenhauer Nov 2012

Reves Revisited, Janet Kerr, Karen M. Eisenhauer

Pepperdine Law Review

No abstract provided.


The Limited Liability Company As A Security, Mark I. Steinberg, Karen L. Conway Nov 2012

The Limited Liability Company As A Security, Mark I. Steinberg, Karen L. Conway

Pepperdine Law Review

No abstract provided.


Are Limited Liability Company Interests Securities?, Mark A. Sargent Nov 2012

Are Limited Liability Company Interests Securities?, Mark A. Sargent

Pepperdine Law Review

No abstract provided.


Collateral Participant Liability Under State Securities Laws, Douglas M. Branson Nov 2012

Collateral Participant Liability Under State Securities Laws, Douglas M. Branson

Pepperdine Law Review

No abstract provided.


Regulatory Conflicts: International Tender And Exchange Offers In The 1990s, John C. Maguire Nov 2012

Regulatory Conflicts: International Tender And Exchange Offers In The 1990s, John C. Maguire

Pepperdine Law Review

No abstract provided.


Mandatory Class Action Lawsuits As A Restructuring Technique, Bryant B. Edwards, Jeffrey A. Herbst, Selina K. Hewitt Nov 2012

Mandatory Class Action Lawsuits As A Restructuring Technique, Bryant B. Edwards, Jeffrey A. Herbst, Selina K. Hewitt

Pepperdine Law Review

No abstract provided.


Corporate Governance: Some Unasked Questions A Personal Commentary, Henry Lesser Nov 2012

Corporate Governance: Some Unasked Questions A Personal Commentary, Henry Lesser

Pepperdine Law Review

No abstract provided.


Foreword, Marc I. Steinberg Nov 2012

Foreword, Marc I. Steinberg

Pepperdine Law Review

No abstract provided.


Federal Judicial And Legislative Jurisdiction Over Entities Abroad: The Long-Arm Of U.S. Antitrust Law And Viable Solutions Beyond The Timberlane/Restatement Comity Approach, Michael G. Mckinnon Nov 2012

Federal Judicial And Legislative Jurisdiction Over Entities Abroad: The Long-Arm Of U.S. Antitrust Law And Viable Solutions Beyond The Timberlane/Restatement Comity Approach, Michael G. Mckinnon

Pepperdine Law Review

No abstract provided.


An Innovative Link Between The Internet, The Capital Markets, And The Sec: How The Internet Direct Public Offering Helps Small Companies Looking To Raise Capital, Daniel Everett Giddings Oct 2012

An Innovative Link Between The Internet, The Capital Markets, And The Sec: How The Internet Direct Public Offering Helps Small Companies Looking To Raise Capital, Daniel Everett Giddings

Pepperdine Law Review

No abstract provided.


Determining The Proper Pleading Standard Under The Private Securities Litigation Reform Act Of 1995 After In Re Silicon Graphics , Erin Brady Jul 2012

Determining The Proper Pleading Standard Under The Private Securities Litigation Reform Act Of 1995 After In Re Silicon Graphics , Erin Brady

Pepperdine Law Review

No abstract provided.


Corporate Criticism On The Internet: The Fine Line Between Anonymous Speech And Cybersmear, Scot Wilson May 2012

Corporate Criticism On The Internet: The Fine Line Between Anonymous Speech And Cybersmear, Scot Wilson

Pepperdine Law Review

No abstract provided.