Commercial Law Commons^™

Controlling Moral Hazard In Limited Liability With The Consumer Sales Practices Act, Nathaniel Vargas Gallegos

Journal of Legislation

The few states that have passed the Model Consumer Sales Practices Act have common definitions and case law regarding the definition of a “supplier.” This definition is broad enough to include managers of companies in limited liability entities in the states that have adopted the model act. The practicality is that business principals, owners, and managers can be held personally liable for deceptive practices under the state acts. But this is not a piercing of the corporate veil or of the limited-liability company. This Article is meant to accomplish four purposes: (1) exhibit the origins of the act, (2) show …

Private Environmental Nudges, Anthony Moffa

Dickinson Law Review (2017-Present)

A few years ago, before the onset of a global pandemic, I noticed that my preferred Portland, ME coffee shop—Tandem Coffee Roasters—implemented a new policy. Upon ordering a beverage, the barista asked if I brought my own mug. They informed me that, if had I not, I could purchase a paper, disposable vessel from the shop for twenty-five cents. Some might (understandably) ask, “Does coffee not come in a cup anymore?” The shop implemented what this paper dubs a “private environmental nudge,” a subset of policies that define private environmental governance (PEG)—the actions taken by nongovernmental entities to achieve traditional …

Us Trade Policy, China And The Wto (Foreword), Paolo Davide Farah

Book Chapters

In ‘U.S. Trade Policy, China and the WTO’, Nerina Boschiero addresses a key topic in contemporary international economic law and global governance. By focusing on a turning point in global politics and the shaping/framing of trade policy in the U.S.– the election of President Donald Trump sheds light on the tumultuous process of reshaping of global governance. The crisis of multilateralism has been discussed at length in academia and mainstream media. However, little attention has been paid to how the U.S. is reacting to the rise of China in the global order, in practical terms. In particular, focus …

Public Ownership And The Wto In A Post Covid-19 Era: From Trade Disputes To A 'Social' Function, Paolo Davide Farah, Davide Zoppolato

Articles

Public ownership is closely bound to the need of the government to protect and guarantee the well-being of its citizens. Where the market cannot, or does not want to, provide goods and services, the State uses different tools to intervene, influence, and control some aspects of the private sphere of expression of its citizens in the name and interest of the collectivity. Although, in the past century, this behavior was accepted as one of the expressions of the public authority and part of the social contract, this perception has shifted partially in accordance with the wave of privatization programs initiated …

Observing The Effects Of Automating The Judicial System With Behavioral Equivalenc, Joseph A. Blass

South Carolina Law Review

No abstract provided.

Toxic Public Goods, Brian L. Frye

Maine Law Review

Everybody loves public goods. After all, they are a perpetual utility machine. Obviously, we want as many of them as possible. But what if the consumption of a public good actually decreases net social welfare? I refer to this kind of public good as a "toxic public good." In this essay, I discuss three kinds of potential toxic public goods: trolling, pornography, and ideology, and I reflect on how we might make the production of toxic public goods more efficient.

Capitalization Of The Global Green Economy: An Analysis Of South Carolina's Current Foreign Direct Investment Efforts And Suggestions For Continued Sustainability, William E. Hilger

South Carolina Law Review

No abstract provided.

The Domains Of Loyalty: Relationships Between Fiduciary Obligation And Intrinsic Motivation, Deborah A. Demott

William & Mary Law Review

Recent scholarly inquiry into fiduciary law predominantly focuses on whether the subject is a coherent field and not a piecemeal assortment of doctrinal detail. This Article looks to the future and to relationships between the formal domain of fiduciary law and other factors that shape conduct. These include intrinsic motivation, markets for professional services, and forces like the operation of reputation. The Article demonstrates that looking across domains, from the legal to the extralegal, casts in sharp relief the reasons why fiduciary law is distinctive. These stem from the specific qualities of relationships to which fiduciary law applies, as well …

Stay In The Fight With Civility And Professionalism, David Spratt

Articles in Law Reviews & Other Academic Journals

No abstract provided.

Personal Property Security Law: International Ambitions And Local Realities, Giuliano G. Castellano, Andrea Tosato

All Faculty Scholarship

Personal property security law is a key element of “access to credit” and “financial inclusion”. The prevailing view is that a legal framework enabling the effective use of personal property as collateral markedly benefits both lenders and borrowers. Lenders can offer financing at a lower cost thanks to reduced credit risk; borrowers can access funding by leveraging the otherwise unavailable value of the assets integral to their operations.

Over the past century, the priorities of personal property security law have evolved fundamentally. As small and medium-sized enterprises (SMEs) and individual entrepreneurs have become the growth engine of both developed and …

A New System Of Electronic Chattel Paper: Notification Of Assignment, Thomas E. Plank

South Carolina Law Review

No abstract provided.

Regulation Of Franchisor Opportunism And Production Of The Institutional Framework: Federal Monopoly Or Competition Between The States?, Alan J. Meese

Alan J. Meese

Most scholars would agree that a merger between General Motors and Ford should not be judged solely by Delaware corporate law, even if both firms are incorporated in Delaware. Leaving the standards governing such mergers to state law would assuredly produce a race to the bottom that would result in unduly permissive treatment of such transactions. Similarly, if the two firms agreed to divide markets, most would agree that some regulatory authority other than Michigan or Delaware should have the final word on the agreement. Thus, in order to forestall monopoly or its equivalent, the national government must itself exercise …

They Can Do What!? Limitations On The Use Of Change-Of-Terms Clauses, Peter A. Alces, Michael M. Greenfield

Peter A. Alces

No abstract provided.

The Confluence Of Bulk Transfer And Fraudulent Disposition Law, Peter A. Alces

Peter A. Alces

No abstract provided.

Roll Over, Llewellyn?, Peter A. Alces

Peter A. Alces

No abstract provided.

Reinventing The Wheel, Marion W. Benfield Jr., Peter A. Alces

Peter A. Alces

No abstract provided.

Surreptitious And Not-So-Surreptitious Adjustment Of The U.C.C.: An Introductory Essay, Peter A. Alces

Peter A. Alces

No abstract provided.

On The Ucc Revision Process: A Reply To Dean Scott, Peter A. Alces, David Frisch

Peter A. Alces

No abstract provided.

Commercial Codification As Negotiation, Peter A. Alces, David Frisch

Peter A. Alces

No abstract provided.

Commenting On "Purpose" In The Uniform Commercial Code, Peter A. Alces, David Frisch

Peter A. Alces

No abstract provided.

An Agenda For Reform Of The Article 9 Filing System, Peter A. Alces, Robert M. Lloyd

Peter A. Alces

No abstract provided.

An Essay On Independence, Interdependence, And The Suretyship Principle, Peter A. Alces

Peter A. Alces

In this article, Professor Peter A. Alces investigates the tension that exists between the independent and interdependent nature of contractual relations arising in suretyship agreements and letter of credit transactions. This discussion is particularly timely as the American Law Institute is currently revising both the Restatement of the Law of Suretyship and Article 5 of the Uniform Commercial Code, "Letters of Credit." This article discerns a basic incongruity between the two revisions' treatment of interrelated multiple party rights and discusses the consequences that this incongruity can be expected to have upon commercial transactions.

Mistake In Contract Law, Melvin A. Eisenberg

Melvin A. Eisenberg

Develops the legal rules that should govern mistake in contract law on a functional basis. Types of mistake that are relevant in contract law on the basis of their character; Reasons of efficiency and morality that apply to cases in which a non-mistaken party knew or had reason to know that a payment was mistakenly made; Distinction between mistaken factual assumptions and evaluative mistakes.

How Google Perceives Customer Privacy, Cyber, E-Commerce, Political And Regulatory Compliance Risks, Lawrence J. Trautman

William & Mary Business Law Review

By now, almost every business has an Internet presence. What are the major risks perceived by those engaged in the universe of Internet businesses? What potential risks, if they become reality, may cause substantial increases in operating costs or threaten the very survival of the enterprise?

This Article discusses the relevant annual report disclosures from Alphabet, Inc. (parent of Google), along with other Google documents, as a potentially powerful teaching device. Most of the descriptive language to follow is excerpted directly from Alphabet’s (Google) regulatory filings. My additions about these entities include weaving their disclosure materials into a logical presentation …

Reforming The True-Sale Doctrine, Heather Hughes

Articles in Law Reviews & Other Academic Journals

No abstract provided.

Section 3: Business Law Panel, Institute Of Bill Of Rights Law, William & Mary Law School

Supreme Court Preview

No abstract provided.

Transactional Clinics As Change Agents In The Trump Era: Lessons From Two Contexts, Priya Baskaran, Michael Haber

Articles in Law Reviews & Other Academic Journals

The results of the 2016 presidential election and the efforts by the Trump administration to make sweeping changes to a wide range of federal policies have left communities across the country feeling overwhelmed and threatened. In its first year, the Trump administration has been working steadily to slash budgets for health care, housing, infrastructure, schools, and other public benefits that help low-income and middle-class Americans, while adopting policies and engaging in rhetoric that has made many immigrants, Muslims, people of color, and LGBTQ people feel increasingly vulnerable and marginalized.

The authors of this commentary run law clinics that provide pro …

Shareholder Exit Signs On Us And Eu Highways, Raluca Papadima

Raluca Papadima

Section 3: Business, Institute Of Bill Of Rights Law, William & Mary Law School

Supreme Court Preview

No abstract provided.

Bringing Continuity To Cryptocurrency: Commercial Law As A Guide To The Asset Categorization Of Bitcoin, Evan Hewitt

Seattle University Law Review

This Note will undertake to analyze bitcoin under the Uniform Commercial Code (UCC) and the Internal Revenue Code (IRC)—two important sources of commercial law—to see whether any existing asset categories adequately protect bitcoin’s commercial viability. This Note will demonstrate that although commercial law dictates that bitcoin should—nay must—be regulated as a currency in order to sustain its existence, the very definition of currency seems to preclude that from happening. Therefore, this Note will recommend that we experiment with a new type of asset that receives currency-like treatment, specifically designed for cryptocurrencies, under which bitcoin can be categorized in order to …