Commercial Law Commons^™

Risk-Seeking Governance, Brian J. Broughman -- Professor Of Law, Matthew T. Wansley -- Assoc. Professor Of Law

Vanderbilt Law Review

Venture capitalists (“VCs”) are increasingly abandoning their traditional role as monitors of their portfolio companies. They are giving startup founders more equity and control and promising not to replace them with outside executives. At the same time, startups are taking unprecedented risks—defying regulators, scaling in unsustainable ways, and racking up billion-dollar losses. These trends raise doubts about the dominant model of VC behavior, which claims that VCs actively monitor startups to reduce the risk of moral hazard and adverse selection. We propose a new theory in which VCs use their role in corporate governance to persuade risk-averse founders to pursue …

Foreign Direct Investment In The United States And Canada: Fractured Neoliberalism And The Regulatory Imperative, Gil Lan

Vanderbilt Journal of Transnational Law

Although both Canada and the United States review foreign investment for national security concerns, Canada also requires that the investment be of "net benefit" to Canada. Recent investments by state-owned enterprises (SOEs) and sovereign wealth funds (SWFs) have prompted the suggestion that the United States should also adopt a net benefit or economic test. This Article argues that the United States should not adopt the Canadian approach. The Canadian approach attempts to screen out foreign public entities and requires that they act in a "commercial" manner. This approach is based on two assumptions. First, it assumes that one can segregate …

Rethinking Multinational Corporate Governance In Extractive Industries, Matthew Nick

Vanderbilt Journal of Transnational Law

The oil and natural gas reserves under the Caspian Sea have sparked the interest of international investors and oil firms. The political, economic, and social turmoil in the five countries bordering the Caspian Sea, however, pose significant challenges for effective regulation of multinational interaction with the five Caspian states. A joint-effort approach to regulation involving the World Bank, multinational enterprises, and the individual Caspian states' governments poses the most functional and efficient means of instituting international oversight. Such a tripartite structure connects the fortunes of all the parties and provides safeguards against default by any single entity. A mutually beneficial …

Corporate Governance And The Global Social Void, Lee A. Tavis

Vanderbilt Journal of Transnational Law

This Article argues that the components of globalization--economic integration, democratization, and global governance networks--are changing the nature of corporate governance and the prospects for peace. Multinational enterprises are the instruments of economic integration. As such, multinationals as a group deserve credit for the positive productivity-related wealth effects of the process. As the implementing institutions, these enterprises are also inextricably related to the inequality--the social void--resulting from globalization that threatens peace.

Hyper competition in the global product markets and the demands of the financial markets determine, to a large extent, the activities of the multinational. Alternatively, there is an evolving opportunity …

U.S. Supreme Court Subordinates Enforcement Of Regulatory Statutes To Enforcement Of Arbitration Agreements, Christine L. Davitz

Vanderbilt Journal of Transnational Law

Through a series of cases culminating with Vimar Seguros Y Reaseguros v. M/V Sky Reefer, the U.S. Supreme Court has developed a strong pro-arbitration stance regarding disputes arising out of international commercial contracts. This Note analyzes the Court's reasons for this stance and compares those reasons with the history and purposes of the Federal Arbitration Act and the New York Convention. The author concludes that the Court's reasons are at odds with the FAA and the New York Convention. The Note further articulates the dangers posed to U.S. public policies that are created by allowing arbitration of statutory claims. The …

Book Review: The Law And Regulation Of International Finance, Ian F.G. Baxter

Vanderbilt Journal of Transnational Law

The Law of International Finance, as its opening states, revolves around "the law and regulation affecting the raising of finance in the international financial markets." Thus, the book is about a very specialized area of finance and law-an area that has come into prominence, or even existence, only during the last two decades. As a solicitor in a large London firm that does substantial work related to financial business in the London international capital markets, Ravi Tennekoon has had considerable practical experience in legal work related to Eurobond issues and transactions and international syndications. London is, of course, the main …

Securities Regulation In Selected European Countries, Mitchell Brock

Vanderbilt Journal of Transnational Law

In approaching the subject of securities regulation in selected European countries, I will not attempt to provide a detailed description of the existing arrangements in the principal European countries. I shall of course to some degree descend to the "nitty gritty" of concrete details to give to airy generalizations a local reality, but my principal objective will be to discuss the economic context, the structure of the capital markets in which the regulatory authorities are performing their functions.

This economic context is pertinent to an understanding of why the pattern of regulation differs in many respects from that existing in …

Foreign Corporations And Local Corporate Policy, Stanley A. Kaplan

Vanderbilt Law Review

This article will not attempt to document the thesis that there are corporate abuses or that an enabling act is less desirable than a regulatory type of statute. It is sufficient to assert or presume that there may be internal corporate abuses and that it may be desirable for some states, if they so choose, to have corporation statutes which are more than enabling acts and which limit or regulate specified aspects of corporate conduct. The question of whether it is feasible for a state to maintain a corporation statute which attempts closely to regulate the internal affairs of the …

William 0. Douglas -- His Work In Policing Bankruptcy Proceedings, John W. Hopkirk

Vanderbilt Law Review

William 0. Douglas, while associated with the Securities and Exchange Commission during the mid-nineteen thirties, was responsible for a study of methods and procedures of corporate reorganization. By examining this area of Douglas' work, we can compare the position on corporate reorganization which the Justice developed as an administrative official for the New Deal with his later consideration of the same problems as a member of the Supreme Court of the United States. Through this comparison we can observe a number of basic attitudes which were manifested by Douglas both before and since he has joined the Court. Important among …

Competition Versus Regulation: The Agricultural Exemption In The Motor Carrier Act, Carl H. Fulda

Vanderbilt Law Review

Transportation of passengers or property by motor carriers engaged in interstate or foreign commerce has been subject to federal regulation by the Interstate Commerce Commission since 1935. At that time motor carriers in intrastate commerce were regulated in all the states of the Union by state commissions which controlled entry into the industry, rates, and safety of operations, but there was no comparable federal regulation. The Federal Motor Carrier Act of 1935, now part II of the Interstate Commerce Act,' was intended to fill this gap by creating a federal regulatory scheme similar to that provided by the states. In …

A Symposium On Arbitration, Sylvan Gotshal

Vanderbilt Law Review

Twenty years ago an article on arbitration would have been an oddity in a law review. Significant of the change in thinking with regard to arbitration on the part of attorneys, bar associations, and law schools is the fact that within the past few months several law journals and reviews have had major articles devoted to various aspects of arbitration. This new literature in the legal field serves as notice to the practitioner and to the law student that arbitration has come of age. The editors of the Vanderbilt Law Review and the faculty of the Law School are, therefore, …