Business Organizations Law Commons^™

Where The Rainbow Ends: The Hidden Humanitarian Crisis For Members Of The Lgbtqia+ Community In International Business, John R. Krendel

Senior Honors Projects, 2020-current

Before pursuing an international career, members of the LGBTQIA+ community must be aware of the hardship that may be exacerbated by living and working abroad. This study addresses the trends in laws, including employment and anti-discrimination laws, that provide and restrict certain rights of members of the LGBTQIA+ community in eight countries. These nations, both progressive and discriminatory, include the United States, England, Switzerland, Germany, Taiwan, China, the Philippines and Kazakhstan. Eight LGBTQIA+ business professionals spoke on their experiences living and working in each of these countries and provided advice to members of the community wishing to pursue an international …

The Plight Of Women In Positions Of Corporate Leadership In The United States, The European Union, And Japan: Differing Laws And Cultures, Similar Issues, Bettina C. K. Binder, Terry Morehead Dworkin, Niculina Nae, Cindy A. Schipani, Irina Averianova

Michigan Journal of Gender & Law

Gender diversity in corporate governance is a highly debated issue worldwide. National campaigns such as “2020 Women on Boards” in the United States and “Women on the Board Pledge for Europe” are examples of just two initiatives aimed at increasing female representation in the corporate boardroom. Several

European countries have adopted board quotas as a means toward achieving gender diversity. Japan has passed an Act on Promotion of Women’s Participation and Advancement in the Workplace to lay a foundation for establishing targets for promoting women.

This Article examines the status of women in positions of leadership in the United States, …

Variations On A Theme: Corporate Law In Latin America, Continental Europe, And The United States, Ángel R. Oquendo

University of Miami Inter-American Law Review

The regulation of incorporated companies in Latin America and Continental Europe appears to distance itself from that in the United States. It differs in how it structures itself and handles incorporation, incorporators, piercing, governance, discipline, and shareholders. In their regulatory exertions, both regimes rely, certainly, on legislation and adjudication yet do so differently, qualitatively in addition to quantitatively.

Apparently, civil and common law continue to specialize respectively though not exclusively in statutes and binding precedents. Still, they ever more frequently intrude into each other’s apparent specialty, while leaving their own imprint on it. The tendency to converge coexists with that …

Stock-Market Law And The Accuracy Of Public Companies’ Stock Prices, Kevin S. Haeberle

Kevin Scott Haeberle

The social benefits of more accurate stock prices—that is, stock-market prices that more accurately reflect the future cash flows that companies are likely to produce—are well established. But it is also thought that market forces alone will lead to only a sub-optimal level of stock-price accuracy—a level that fails to obtain the maximum net social benefits, or wealth, that would result from a higher level. One of the principal aims of federal securities law has therefore been to increase the extent to which the stock prices of the most important companies in our economy (public companies) contain information about firms’ …

In Whose Interests Should A Company Be Run? Fiduciary Duties Of Directors During Corporate Failure In India: Looking To The West For Answers, Gautam Sundaresh

Michigan Business & Entrepreneurial Law Review

This Comment looks at the debate as it has played out in the legal jurisprudence of the U.S. and the U.K. The analysis of each considers the three financial stages of a corporation’s existence that are specifically addressed in the debate today, i.e.: (i) solvency; (ii) insolvency; and (iii) the zone of insolvency. After setting out the current position, this Comment specifically addresses the various shortcomings and criticisms of the models adopted by each jurisdiction and offers observations on the status quo and the implementation of these models. On this basis, this Comment goes on to propose a model to …

Government Ownership Of Banks: A Curse Or A Blessing For The United States?, Yueh-Ping (Alex) Yang

William & Mary Business Law Review

During the Financial Crisis of 2007–2008, the Treasury injected an enormous amount of capital and held equity in 707 financial institutions to stabilize the U.S. financial system. The government’s large-scale ownership of banks alarmed the U.S. banking sector. The mainstream opinion in the United States strongly opposed this practice, mostly due to the distrust of the government and the fear that government intervention would jeopardize private shareholders’ interests. Later developments, including the Treasury’s quick exit from its holdings and the Dodd-Frank Act’s declaration of the end of bailouts, suggest that the U.S. government eventually succumbed to the mainstream opinion.

Such …

Fiduciary Duties Of Directors Of Insolvent Corporations: A Comparative Perspective, Alessandra Zanardo

Chicago-Kent Law Review

Over the last two decades, in many jurisdictions great emphasis has been placed on directors’ fiduciary duties when a corporation is insolvent or in the amorphous “zone of insolvency”; notably, to investigate whether the directors should continue to promote the best interests of the corporation for the benefits of its shareholders, or whether their duties shift to creditors.

The resolution of this ubiquitous issue will help to answer the following questions: Do creditors have standing to pursue claims for breach of fiduciary duties in the insolvency scenario? And, if they do, is it direct or derivative standing?

This Article will …

Agribusiness And Antitrust: The Bayer-Monsanto Merger, Its Legality, And Its Effect On The United States And European Union, Aleah Douglas

Global Business Law Review

This note examines the current and historical antitrust laws of the United States and the European Union as they relate to the currently pending merger between Bayer and Monsanto. It focuses alternatively on the legality of the merger under modern antitrust laws and the impact such a deal could have on the agribusiness industry in both Europe and the United States. Ultimately, the note argues that the Bayer-Monsanto merger is illegal and should be blocked by the proper authorities in the United States and the European Union.

The Concept Of The Term "Brand" And Its Legal Regulation In The Legislation Of Some Foreign Countries, Z.K. Babaqulov

Review of law sciences

The article revealed the legal status of brands, as well as the interpretation of the juridical status of the "brand" in the legislation of some foreign countries, particularly, in the laws of the United States and Great Britain. The court cases related to the "brand" were studied and interpreted.

Corporate Purpose And Litigation Risk In Publicly Held U.S. Benefit Corporations, Joan Macleod Heminway

Seattle University Law Review

With the likely prospect of publicly held U.S. benefit corporations in mind, this Article engages in a thought experiment. Specifically, the Article views the publicly held U.S. benefit corporation from the perspective of litigation risk. It first situates, in Part I, the U.S. benefit corporation in its structural and governance context as an incorporated business association. Corporate purpose and the attendant managerial authority, responsibilities, and fiduciary duties are the key points of reference. Then, in Part II, the Article seeks to identify and describe the salient, unique litigation risks that may be associated with publicly held corporations with the structural …

European Corporate Law And National Divergences: The Case Of Takeover Regulation, Peer Zumbansen

Peer Zumbansen

In this book review, Peer Zumbansen offers a review of Joseph A. McCahery's, Corporate Governance Regimes: Convergence and Diversity, Christin M. Forstinger's, Takeover Law in the EU and the USA: A Comparative Analysis, and Jennifer Payne's, Takeovers in English and German Law.

Diversity In The Boardroom: A Content Analysis Of Corporate Proxy Disclosures, Aaron A. Dhir

Aaron A. Dhir

My work in this field has focused on regulation by quota and regulation by disclosure. With regard to quotas, strikingly, the Norwegian law is not located in regulation that explicitly deals with human rights or equality issues; rather, it is found in the heart of the legal regime that gives life and personality to corporations – in Norwegian corporate law. I have conducted qualitative, interview-based research with Norwegian corporate directors, both men and women. It is only through understanding how the goals of the law have translated into the day-to-day existence of these individuals that we can begin to consider …

Accessory Disloyalty: Comparative Perspectives On Substantial Assistance To Fiduciary Breach, Deborah A. Demott

Faculty Scholarship

Culpable participation in a fiduciary's breach of duty is independently wrongful. Much about this contingent form of liability is open to dispute. In the United States, well-established general doctrine defines the elements requisite to establishing accessory liability, which is categorized as a tort and often referred to as "aiding-and abetting" liability. What's controversial is how the tort applies to particular categories of actors, most recently investment banks that advise boards of target companies in M&A transactions. In the United Kingdom, in contrast, accessory liability in connection with a breach of trust or fiduciary duty is controversial because the law is …

The Duty Of Corporate Directors To Tie Executive Compensation To The Long-Term Sustainability Of The Firm, Alberto Salazar, Muthana Mohamed

Osgoode Legal Studies Research Paper Series

Executive compensation is said to be for performance and, in liberal market economies, the board of directors along with compensation committees have largely been in charge of safeguarding pay for performance. This executive compensation system is legally protected by the business judgment rule (a strong judicial deference) and has recently been supplemented with shareholders’ ‘say on pay’. Further legal or government intervention has been deemed unnecessary. However, such system has resulted in extremely excessive executive compensation, outrageous pay disparities between executives and workers, poor or short-term performance, recurrent corporate failures and economic recession. This paper explores the need for a …

Stock-Market Law And The Accuracy Of Public Companies’ Stock Prices, Kevin S. Haeberle

Faculty Publications

The social benefits of more accurate stock prices—that is, stock-market prices that more accurately reflect the future cash flows that companies are likely to produce—are well established. But it is also thought that market forces alone will lead to only a sub-optimal level of stock-price accuracy—a level that fails to obtain the maximum net social benefits, or wealth, that would result from a higher level. One of the principal aims of federal securities law has therefore been to increase the extent to which the stock prices of the most important companies in our economy (public companies) contain information about firms’ …

Court Of Appeals Of New York, In The Matter Of Nassau County Grand Jury Subpoena Duces Tecum Dated June 24, 2003 "Doe Law Firm" V. Spitzer, Christin Harris

Touro Law Review

No abstract provided.

Gender Diversity On Corporate Boards: How Racial Politics Impedes Progress In The United States, Cheryl L. Wade

Pace International Law Review

The excellent conference organized by Darren Rosenblum comparing global approaches to board diversity inspired me to think about how progress in this context has unfolded in the United States. Even though the issue of diversity on corporate boards has become a global issue, few U.S. boards have moved beyond mere tokenism when it comes to female directors. One reason for the lack of diversity among corporate directors is that board selection has been based on membership in a particular network. This essay, however, focuses on the persisting problem of discrimination—a more invidious explanation for the fact that very few corporate …

Diversity In The Boardroom: A Content Analysis Of Corporate Proxy Disclosures, Aaron A. Dhir

Pace International Law Review

My work in this field has focused on regulation by quota and regulation by disclosure. With regard to quotas, strikingly, the Norwegian law is not located in regulation that explicitly deals with human rights or equality issues; rather, it is found in the heart of the legal regime that gives life and personality to corporations – in Norwegian corporate law. I have conducted qualitative, interview-based research with Norwegian corporate directors, both men and women. It is only through understanding how the goals of the law have translated into the day-to-day existence of these individuals that we can begin to consider …

Judicial Influence And The United States Federal District Courts: A Case Study, Justin R. Hickerson

Chancellor’s Honors Program Projects

No abstract provided.

Insider Trading And Other Securities Frauds In The United States: Lessons For Chile, Dante Figueroa

Michigan Business & Entrepreneurial Law Review

This Article is a comparative analysis of insider trading law in the United States and Chile. The study summarily reviews the historical, political, and legal foundations of insider trading regulation in both jurisdictions, identifying areas of convergence, as well as areas in which the Chilean securities market could benefit vis- ` a-vis the more advanced experience of the considerably larger American securities market. The Article also highlights the axiological closeness between both jurisdictions concerning the protection of inside corporate information and the fiduciary role of those who intervene in securities markets in their various capacities (as investors, shareholders, corporate officers, …

Corporate Governance And Social Welfare In The Common Law World, David A. Skeel Jr.

All Faculty Scholarship

The newest addition to the spate of recent theories of comparative corporate governance is Corporate Governance in the Common-Law World: The Political Foundations of Shareholder Power, an important new book by Christopher Bruner. Focusing on the U.S., the U.K., Canada and Australia, Bruner argues that the robustness of the country’s social welfare system is the key determinant of the extent to which its corporate governance is shareholder-centered. This explains why corporate governance is so shareholder-oriented in the United Kingdom, which has universal healthcare and generous unemployment benefits, while shareholders’ powers are more attenuated in the United States, with its …

Why Does Executive Greed Prevail In The United States And Canada But Not In Japan? The Pattern Of Low Ceo Pay And High Worker Welfare In Japanese Corporations, Alberto R. Salazar V.

Alberto R. Salazar V.

According to a list of the 200 most highly-paid chief executives at the largest U.S. public companies in 2013, Oracle’s Lawrence J. Ellison remained the best paid CEO and earned $96.2 million as total annual compensation last year. He has received $1.8 billion over the past 20 years. The lowest paid on the same list is General Motors’ D. F. Akerson who earned $11.1 million. The average national pay for a non-supervisory US worker was $51,200 last year and a CEO made 354 times more than an average worker in 2012. Hunter Harrison, Canadian Pacific Railway Ltd., was the best …

Recent Changes In U.S. And U.K. Overseas Anti-Corruption Enforcement Under The Fcpa And The U.K. Bribery Law: Private Equity Compliance, Isaac A. Binkovitz

Michigan Business & Entrepreneurial Law Review

The following discussion provides a preliminary guide for those tasked with steering private equity firms through the shifting obstacle course of overseas anti-corruption compliance. Section I briefly reviews the centrality of overseas anti-corruption enforcement and its role in creating a more hospitable business climate in emerging markets. Section I also examines the American and British enforcement regimes in general before analyzing the most recent changes–specifically, changes as to the scope of liability and expansion of their jurisdiction. This section is designed to help determine whether investments or acquisitions fall within the purview of either enforcement regime. Section II discusses various …

Internal Compliance Officers In Jeopardy?, Deborah A. Demott

Faculty Scholarship

No abstract provided.

The Crucial But (Potentially) Precarious Position Of The Chief Compliance Officer, Deborah A. Demott

Faculty Scholarship

This Article, written for a symposium on compliance issues in financial-services firms, focuses on the role of the chief compliance officer (“CCO”). Contrasting the position with that held by a firm’s general counsel or Chief Legal Officer (CLO), the article argues that a CCO’s position holds distinct challenges. Additionally, although internal compliance systems and personnel may be characterized as functional substitutes for external regulation, assessing the strengths and weaknesses of internal compliance requires a willingness to look deep within firms. The article argues that the law and regulation may enhance firms’ incentives to invest in effective internal compliance but may …

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

Pepperdine Law Review

No abstract provided.

Corporations As Ships: An Inquiry Into Personal Accountability And Institutional Legitimacy , Art Wolfe

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

Pepperdine Law Review

No abstract provided.

A U.S./Canadian Dialogue About The Current State Of Poison Pills, Lawrence A. Hamermesh, Pierre-Yves Leduc

Lawrence A. Hamermesh

No abstract provided.

Rescuing Expedited Discovery From The Commodity Futures Trading Commission & Returning It To Fed. R. Civ. P. 26(D)(1): Using A Doctrine's Forgotten History To Achieve Legitimacy, Jesse N. Panoff, Esq.

Golden Gate University Law Review

For over a decade, judicial decisions have “authorized” the CFTC to conduct expedited discovery irrespective of 26(d)(1)’s structure and text. Instead, courts typically allow discovery because either: (i) “good cause” exists, or (ii) for no articulated reason at all. Consider that the so-called Good-Cause Test merely proclaims, “[g]ood cause exists for the plaintiff [CFTC] to conduct expedited discovery . . . .” Hence, judicial decisions have developed the doctrine in ways that are attenuated from 26(d)(1). The overall result is if the Commission asks for accelerated discovery, then courts will grant such relief. This is somewhat unsurprising because the very …