Open Access. Powered by Scholars. Published by Universities.®
- Discipline
-
- Torts (21)
- Banking and Finance Law (17)
- Securities Law (17)
- Law and Economics (15)
- Legal Remedies (13)
-
- Contracts (9)
- Legislation (9)
- State and Local Government Law (8)
- Antitrust and Trade Regulation (6)
- Civil Law (6)
- Commercial Law (6)
- Litigation (5)
- Organizations Law (5)
- Property Law and Real Estate (5)
- Administrative Law (4)
- Agency (4)
- Bankruptcy Law (4)
- Courts (4)
- Criminal Law (4)
- Insurance Law (4)
- Jurisdiction (4)
- Law and Society (4)
- Legal Ethics and Professional Responsibility (4)
- Legal History (4)
- Business (3)
- Business Law, Public Responsibility, and Ethics (3)
- Comparative and Foreign Law (3)
- Computer Law (3)
- Institution
-
- University of Michigan Law School (44)
- Fordham Law School (9)
- New York Law School (7)
- Pepperdine University (5)
- University of Kentucky (5)
-
- Boston University School of Law (4)
- University of Richmond (4)
- Vanderbilt University Law School (4)
- Ministry of Higher and Secondary Specialized Education of the Republic of Uzbekistan (3)
- University of Georgia School of Law (3)
- University of Maryland Francis King Carey School of Law (3)
- University of Miami Law School (3)
- Maurer School of Law: Indiana University (2)
- Roger Williams University (2)
- West Virginia University (2)
- Cleveland State University (1)
- Cornell University Law School (1)
- Emory University School of Law (1)
- Georgetown University Law Center (1)
- Northwestern Pritzker School of Law (1)
- Schulich School of Law, Dalhousie University (1)
- Seattle University School of Law (1)
- Selected Works (1)
- SelectedWorks (1)
- Singapore Management University (1)
- St. John's University School of Law (1)
- University of Colorado Law School (1)
- University of Montana (1)
- University of Pennsylvania Carey Law School (1)
- University of Pittsburgh School of Law (1)
- Publication Year
- Publication
-
- Michigan Law Review (20)
- Articles (10)
- Faculty Scholarship (7)
- NYLS Law Review (7)
- Fordham Journal of Corporate & Financial Law (5)
-
- Pepperdine Law Review (5)
- Michigan Journal of International Law (4)
- University of Michigan Journal of Law Reform (4)
- Books (3)
- Fordham Urban Law Journal (3)
- Kentucky Law Journal (3)
- Review of law sciences (3)
- University of Miami Business Law Review (3)
- University of Richmond Law Review (3)
- Vanderbilt Law Review (3)
- Indiana Law Journal (2)
- Law Faculty Scholarly Articles (2)
- Maryland Law Review (2)
- Michigan Telecommunications & Technology Law Review (2)
- West Virginia Law Review (2)
- All Faculty Scholarship (1)
- Book Chapters (1)
- Cleveland State Law Review (1)
- Cornell Law Review (1)
- Dalhousie Law Journal (1)
- Emory Corporate Governance and Accountability Review (1)
- Georgetown Law Faculty Publications and Other Works (1)
- Georgia Journal of International & Comparative Law (1)
- Kent Greenfield (1)
- LLM Theses and Essays (1)
- Publication Type
Articles 1 - 30 of 119
Full-Text Articles in Business Organizations Law
From Director Liability To Officer Liability To Esg Caremark Claims: A Natural Evolution?, Gareth Mchugh
From Director Liability To Officer Liability To Esg Caremark Claims: A Natural Evolution?, Gareth Mchugh
Emory Corporate Governance and Accountability Review
With the McDonald’s decision, officers and directors could face Caremark liability for the first time, and this decision could also lead to an influx of ESG-based Caremark claims in Delaware Courts. This Comment explains that, while ESG Caremark claims would force corporations to adopt ESG oversight systems to avoid liability, the very political, social, and legal environment that created a growing call for ESG Caremark claims presents a beneficial opportunity for corporations to appeal to consumers and investors by proactively adopting ESG oversight systems. Corporations are at a nexus where they can either willingly adopt ESG oversight systems and reap …
The Revival Of Respondeat Superior And Evolution Of Gatekeeper Liability, Rory Van Loo
The Revival Of Respondeat Superior And Evolution Of Gatekeeper Liability, Rory Van Loo
Faculty Scholarship
In an era of servants and masters, respondeat superior emerged to hold the powerful accountable for the acts of those they control. That doctrine’s significance has only grown in an economy driven by large corporations that rely heavily on legions of subsidiaries and independent contractors, such as banks deploying independent call centers, oil companies using drilling contractors, and tech platforms connecting consumers to app developers. It is widely believed that firms can avoid third- party liability for many laws by outsourcing or creating subsidiaries.
This Article shows that common narratives of the demise of third-party liability are incomplete. Respondeat superior …
Law School News: Logan To Serve As Adviser On Restatement Third Of Torts 11-07-2019, Michael M. Bowden
Law School News: Logan To Serve As Adviser On Restatement Third Of Torts 11-07-2019, Michael M. Bowden
Life of the Law School (1993- )
No abstract provided.
Promoting Predictability In Business: Solutions For Overlapping Liability In International Anti-Corruption Enforcement, Andrew T. Bulovsky
Promoting Predictability In Business: Solutions For Overlapping Liability In International Anti-Corruption Enforcement, Andrew T. Bulovsky
Michigan Journal of International Law
This Note evaluates solutions to the problems of overlapping liability in general and multi-jurisdictional disgorgement in particular. Part I traces the origins of international anti-corruption efforts and provides an overview of the Foreign Corrupt Practices Act (the “FCPA”). It then discusses the two most significant international anti-corruption conventions: the OECD’s Convention on Combatting Bribery of Foreign Officials in International Business Transactions (the “OECD Convention”) and the United Nations Convention Against Corruption (“UNCAC”). Part II lays out the problems created by the lack of a formal mechanism to prevent overlapping liability— a phenomenon that violates the common law concept known as …
Bytes Bite: Why Corporate Data Breaches Should Give Standing To Affected Individuals, Caden Hayes
Bytes Bite: Why Corporate Data Breaches Should Give Standing To Affected Individuals, Caden Hayes
Washington and Lee Journal of Civil Rights and Social Justice
High-profile data hacks are not uncommon. In fact, according to the Privacy Rights Clearinghouse, there have been at least 7,961 data breaches, exposing over 10,000,000,000 accounts in total, since 2005. These shocking numbers are not particularly surprising when taking into account the value of information stolen. For example, cell phone numbers, as exposed in a Yahoo! hack, are worth $10 a piece on the black market, meaning the hackers stood to make $30,000,000,000 from that one hack. That dollar amount does not even consider copies the hackers could make and later resell. Yet while these hackers make astronomical payoffs, the …
Liability Of The Management Of The Company, M. Kamalov
Liability Of The Management Of The Company, M. Kamalov
Review of law sciences
The article considers the issue of liability the officials of the joint stock companies. The issue of liability of business officials is of paramount importance, since it directly affects entrepreneurial activity. The author analyzes the current legislation and the existing deficiencies in law enforcement in the matter of establishing liability. The author draws the conclusion that national legislation requires improvement, taking into account foreign practice and legislation.
Liability Of The Management Of The Company, M. Kamalov
Liability Of The Management Of The Company, M. Kamalov
Review of law sciences
The article considers the issue of liability the officials of the joint stock companies. The issue of liability of business officials is of paramount importance, since it directly affects entrepreneurial activity. The author analyzes the current legislation and the existing deficiencies in law enforcement in the matter of establishing liability. The author draws the conclusion that national legislation requires improvement, taking into account foreign practice and legislation.
Theoretical And Practical Issues Of Introducing The Institution Of Financial Responsibility Of Legal Entities, A. Umarov, A. Ibragimova
Theoretical And Practical Issues Of Introducing The Institution Of Financial Responsibility Of Legal Entities, A. Umarov, A. Ibragimova
Review of law sciences
This article describes theoretical and practical issues of introducing the institution of financial and corporate responsibility of legal entities, an analysis of foreign and national legislation in the field of regulation of liability of legal entities, and gives suggestions and recommendations aimed at improving the legal norms of corporate legislation.
Setting Sail To Cuba: Analyzing The Recent Introduction Of Cruise Lines And The Impact On American Tourist Freedoms, Alessandria San Roman
Setting Sail To Cuba: Analyzing The Recent Introduction Of Cruise Lines And The Impact On American Tourist Freedoms, Alessandria San Roman
University of Miami Business Law Review
After President Obama’s announcement in early 2015 of increased relations with the Cuban government despite the existing Cuban embargo under the Helms–Burton Act and the Cuban Democracy Act, Carnival Cruise line made history in July of 2015 when it became the first United States cruise line to receive approval from both the United States Department of Treasury and the United States Department of Commerce to offer cruises to Cuba. Since its introduction, there has been wide increase in Cuba’s tourism industry. However, Cuban regulations still regulate where and how cruise lines can travel. The increased relations are still in their …
Benefit Corporations: A Proposal For Assessing Liability In Benefit Enforcement Proceedings, Jaime Lee
Benefit Corporations: A Proposal For Assessing Liability In Benefit Enforcement Proceedings, Jaime Lee
Cornell Law Review
There has been a growing trend of more socially conscious consumption as a new generation of consumers and business leaders rises to the forefront. This trend has elicited a response from existing corporations and entrepreneurs starting new businesses such that socially-minded goals are taken into account in addition to profit-maximizing goals. Because the traditional corporation models restricted the ability of businesses to serve both socially-conscious and profit-maximizing goals simultaneously, new "fourth sector" corporations that combine aspects of the traditional for-profit, non-profit, and government sectors have been increasing in number. The most notable of these "fourth sector" corporations are benefit corporations, …
Asarco Llc V. Atlantic Richfield Company, Ryan L. Hickey
Asarco Llc V. Atlantic Richfield Company, Ryan L. Hickey
Public Land & Resources Law Review
The Comprehensive Environmental Response, Compensation, and Liabiltiy Act, commonly known as CERCLA, facilitates cleanup of hazardous waste sites and those contaminated by other harmful substances by empowering the Environmental Protection Agency to identify responsible parties and require them to undertake or fund remediation. Because pollution sometimes occurrs over long periods of time by multiple parties, CERCLA also enables polluters to seek financial contribution from other contaminators of a particular site. The Ninth Circuit clarified the particuar circumstances under which contribution actions may arise in Asarco LLC v. Atlantic Richfield Co., holding non-CERCLA settlements may give rise to CERCLA contribution …
Assessing The Competitive Effects Of Surcharging The Use Of Payment Mechanisms, Steven Semeraro
Assessing The Competitive Effects Of Surcharging The Use Of Payment Mechanisms, Steven Semeraro
University of Miami Business Law Review
The Department of Justice’s theory of liability in its case attacking the non–discrimination provisions in American Express’s merchant contracts contends that point–of–sale competition on the price of making a purchase with a credit card is an instrument creating economic efficiency. That is, the economy would run more efficiently, and consumers would be better off, if merchants were free to charge variable prices for different types of credit cards. After all, charging different prices for using different types of payment mechanisms appears to be just another form of presumptively positive price competition.
The Second Circuit rejected that conclusion, recognizing that in …
Re-Examining The Law And Economics Of The Business Judgment Rule: Notes For Its Implementation In Non-Us Jurisdictions, Aurelio Gurrea-Martinez
Re-Examining The Law And Economics Of The Business Judgment Rule: Notes For Its Implementation In Non-Us Jurisdictions, Aurelio Gurrea-Martinez
Research Collection Yong Pung How School Of Law
The business judgment rule, as it has been traditionally understood, seems to be based on three underlying assumptions that make this rule economically desirable. First, directors are subject to a credible threat of being sued for a breach of the duty of care. Second, the primary role of the corporation is to maximise shareholder value. Third, shareholders want the directors to pursue those investment projects with the highest net present value regardless of their volatility. This article challenges these assumptions and argues that the business judgment rule might not be desirable in some jurisdictions outside the United States and even …
Enterprise Without Entities, Andrew Verstein
Enterprise Without Entities, Andrew Verstein
Michigan Law Review
Scholars and practicing lawyers alike consider legal entities to be essential. Who can imagine running a large business without using a business organization, such as a corporation or partnership? This Article challenges conventional wisdom by showing that vast enterprises—with millions of customers paying trillions of dollars—often operate without any meaningful use of entities.
This Article introduces the reciprocal exchange, a type of insurance company that operates without any meaningful use of a legal entity. Instead of obtaining insurance from a common nexus of contract, customers directly insure one another through a dense web of bilateral agreements. While often overlooked or …
Corporate And Business Law, Laurence V. Parker Jr.
Corporate And Business Law, Laurence V. Parker Jr.
University of Richmond Law Review
Over the past three years, there have been a number of legislative changes to Virginia's business entity statutes. In Part I,this article highlights the changes to the Virginia Stock Corporation Act ("VSCA") and the Virginia Nonstock Corporation Act ('"VNSCA"). Part II highlights changes to the Limited Liability Company Act ("LLC Act"). Part III summarizes Virginia's new intrastate crowdfunding law. The Supreme Court of Virginia has also addressed several significant issues over the last three years, including the applicability of appraisal rights in a stepped transaction. Part IV reviews several of the significant cases during this period.
Private Solutions To Global Crises, Gregory R. Day
Private Solutions To Global Crises, Gregory R. Day
St. John's Law Review
(Excerpt)
The contribution of this Article is both theoretical and practical. Considering that MNCs rarely suffer liability abroad, this Article identifies an emerging, understudied type of international agreement able to hold MNCs responsible for torts in the developing world. On a theoretical level, the research herein identifies situations in which arbitral decisions are superior to judicial rulings. This Article also advances the private dispute resolution literature, which has developed slowly due to arbitration’s private and confidential nature. The works that do discuss arbitration overwhelmingly assume that the process favors corporations, rarely mentioning arbitration’s socially desirable qualities. Thus, this Article offers …
The 5th Annual Professor Anthony J. Santoro Business Law Lecture: Enforcing Insider Trading Laws: The Changing Landscape, Stephen L. Cohen, Roger Williams University School Of Law
The 5th Annual Professor Anthony J. Santoro Business Law Lecture: Enforcing Insider Trading Laws: The Changing Landscape, Stephen L. Cohen, Roger Williams University School Of Law
School of Law Conferences, Lectures & Events
No abstract provided.
Tax Planning: Foreign Investment In United States Real Property, William H. Newton Iii
Tax Planning: Foreign Investment In United States Real Property, William H. Newton Iii
Georgia Journal of International & Comparative Law
No abstract provided.
Shareholder Liability In Nova Scotia Unlimited Companies, Mohamed F. Khimji
Shareholder Liability In Nova Scotia Unlimited Companies, Mohamed F. Khimji
Dalhousie Law Journal
Unlimited Companies incorporated under the Nova Scotia Companies Act (NSULCs) have, in recent decades, become recognized as tax efficient forms of business organizations. NSULCs differ from conventional business corporations in that their shareholders are exposed to liability for corporate obligations under the enabling legislation. This paper attempts to provide an analysis of the precise nature of unlimited liability faced by shareholders in such entities in response to recent bankruptcy litigation in the U.S. that raised the issue of the relationship between a shareholder's liability for a debt of the firm under the enabling legislation and under a contractual guarantee provided …
Circolazione Di Titoli Di Debito E Responsabilità Degli Investitori Professionali, Valerio Sangiovanni
Circolazione Di Titoli Di Debito E Responsabilità Degli Investitori Professionali, Valerio Sangiovanni
Valerio Sangiovanni
No abstract provided.
Private Equity & Private Suits: Using 10b-5 Antifraud Suits To Discipline A Transforming Industry, Kenneth J. Black
Private Equity & Private Suits: Using 10b-5 Antifraud Suits To Discipline A Transforming Industry, Kenneth J. Black
Michigan Business & Entrepreneurial Law Review
This note demonstrates why private equity will no longer be able to avoid private investor suits as it has (mostly) done in the past and explores the industry’s response to a growing number of investor suits. Notably, the industry has already begun to shift its strategy from regulatory avoidance to regulatory capture, at least in part to avoid investor suits. Given these changes, this note proposes that the best way to maintain discipline in the transforming private equity market is to protect the ability of investors to bring private suits.
The Limited Liability Company As A Security, Mark I. Steinberg, Karen L. Conway
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
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
Collateral Participant Liability Under State Securities Laws, Douglas M. Branson
Pepperdine Law Review
No abstract provided.
Corporations As Ships: An Inquiry Into Personal Accountability And Institutional Legitimacy , Art Wolfe
Corporations As Ships: An Inquiry Into Personal Accountability And Institutional Legitimacy , Art Wolfe
Pepperdine Law Review
No abstract provided.
Valuing The Environment: Noaa's New Regulations Under The Oil Pollution Act Of 1990, Ronald M. Pierce
Valuing The Environment: Noaa's New Regulations Under The Oil Pollution Act Of 1990, Ronald M. Pierce
Pepperdine Law Review
No abstract provided.
The Shocking Impact Of Corporate Scandal On Directors' And Officers' Liability, Nancy R. Mansfield, Joan T.A. Gabel, Kathleen A. Mccullough, Stephen G. Fier
The Shocking Impact Of Corporate Scandal On Directors' And Officers' Liability, Nancy R. Mansfield, Joan T.A. Gabel, Kathleen A. Mccullough, Stephen G. Fier
University of Miami Business Law Review
Directors and officers liability (hereinafter D&O) serves as a deterrent to corporate wrongdoing. Recent cycles of corporate scandal have impacted the tools used to manage the risk that D&O liability creates. The impact of these scandals is a "shock," which is a sudden event that alters the market profoundly. Market alteration has counter intuitively resulted in increased availability of D&O insurance at a lower price, despite an increase in D&O liability. With increased D&O coverage offerings at lower costs, the market has become soft, making coverage readily available. Carriers are competing for insureds and there is now a risk of …
Corporate Ethics In A Devilish System, Kent Greenfield
Corporate Ethics In A Devilish System, Kent Greenfield
Kent Greenfield
Prepared for a roundtable on corporate ethics at the University of Maryland School of Law, this essay argues that discussions of corporate ethics that focus on mere compliance with law are too narrow. While an emphasis on legal compliance is indeed crucial, a dedication to legality standing alone is hardly a robust sense of ethics, corporate or otherwise. Whether one takes guidance from religious norms or from secular philosophers, there are significant areas of agreement as to what amounts to ethical behavior: acting with due care for others; taking responsibility for the effect of one's actions; being honest; considering broadly …
Overlitigating Corporate Fraud: An Empirical Examination, Jessica M. Erickson
Overlitigating Corporate Fraud: An Empirical Examination, Jessica M. Erickson
Law Faculty Publications
Corporate law leaves no stone unturned when it comes to litigating corporate fraud. The legal system has developed a remarkable array of litigation options shareholder derivative suits, securities class actions, SEC enforcement actions, even criminal prosecutions all aimed at preventing the next corporate scandal. Scholars have long assumed that these different lawsuits offer different avenues for deterring the masterminds of corporate fraud yet this assumption has gone untested in the legal literature. This Article aims to fill that gap through the first empirical examination of the broader world of corporate fraud litigation. Analyzing over 700 lawsuits, the study reveals that …
Corporate And Business Law, Laurence V. Parker
Corporate And Business Law, Laurence V. Parker
University of Richmond Law Review
In the 2011 session, the Virginia General Assembly passed House Bill 2358, Benefit Corporations, to be codified as article 22 (the "Benefit Corporations Article") of the Virginia Stock Corporation Act ("VSCA"). The Benefit Corporations Article is largely based on legislation prepared in other states and allows a Virginia corporation to elect in its articles of incorporation to be treated as a "benefit corporation." These for-profit corporations are required to pursue not only profitability but also a general public benefit and, if one so elects, one or more specific public benefits. In Section II of this article, the author discusses the …