Business Organizations Law Commons^™

Gen Y More Black Corporate Directors, Chaz Brooks

Articles in Law Reviews & Other Academic Journals

Corporate diversity has been in the spotlight for decades. Recent efforts have followed years of legal scholarship, arguments on the business rationale for greater diversity, and more recently, the racial unrest during the summer of 2020. Called by some, a “racial reckoning,” the summer of 2020 catalyzed many corporate declarations on the importance of diversity, and more to the point of this article, the necessity of righting the economic disadvantages of Black Americans. This article looks specifically at one intervention by a corporate player following summer 2020, Nasdaq’s volley to increase corporate diversity through required disclosure. This article reviews the …

Two Steps Too Far: New Limitations On The Use Of The Texas Two-Step To Resolve Mass Tort Liability In Bankruptcy, Samuel E. Bartz

University of Miami Business Law Review

This paper explores the mechanisms by which companies have utilized corporate restructuring through divisive mergers in conjunction with the available protections and tools of the United States Bankruptcy Code to resolve mass tort liability without placing the entirety of the business under bankruptcy. Popularized in Texas, a divisive merger is a mechanism by which an existing business entity divides itself into two new entities, allocating all pre-existing assets and liabilities to each as they see fit. Although intended to be a means by which to easily sell assets of a business, it has been more popularly used to resolve mass …

Is Florida At War With The Mouse Or Free Speech: Understanding The Dissolution Of Disney’S Reedy Creek And The Threat To Corporate First Amendment Rights, Julia Gibson

University of Miami Business Law Review

On April 22, 2022, Florida Governor Ron DeSantis signed Florida Senate Bill 4C, which stripped Walt Disney World of its status as an “independent special district,” with its Reedy Creek Improvement District. The legislation was passed in response to the corporation’s public criticism of the Parental Rights in Education Act. After months of speculation regarding the solution to the grave tax and debt consequences of the bill, the Governor signed Florida House Bill 9B to reinstate the district under a State elected board and under a new name—the Central Florida Tourism Oversight District.

This Comment delves into the longstanding history …

Esg Implementation In Emerging & Frontier Markets: Lessons Cultivated From Sri Lanka And Beyond, Ahmed Qaisi

University of Miami Business Law Review

Crippling debt accrued within emerging and frontier market nations forces developing governments to enact policies contrary to the well-being of their overall economies. The influence of credit rating agencies as well as organizations like the World Bank and the International Monetary Fund (“IMF”) have handcuffed governments into implementing Environmental, Social, and Governance (“ESG”) policies that are unrealistic and unfeasible and have therefore caused detrimental societal impacts. This note examines how the application of ESG policies and governmental corruption resulted in Sri Lanka’s devastating economic collapse. Also scrutinized are those countries which have taken on debt but have managed well throughout …

Less Litigation, More Business Purpose: Leveraging Dispute Prevention To Preserve Business Relationships, Joan Stearns Johnsen

University of Massachusetts Law Review

Strong interorganizational relationships play an essential role in business relationships. Soft skills associated with negotiation and communication are key to dealing with disagreements in these relationships. However, many companies do not invest in these aspects of their business relationships until conflicts arise. Dispute resolution provides helpful processes for managing these disputes, but companies can avoid conflict before it arises by investing in dispute prevention. Dispute prevention represents a change in the existing paradigm, yet it poses numerous benefits. By implementing a dispute prevention mechanism, such as a Standing Neutral, companies can invest in strong interorganizational relationships and improve their ability …

Esg, Sustainability Disclosure, And Institutional Investor Stewardship, Giovanni Strampelli

Washington and Lee Law Review Online

This Article sheds new light on the link between sustainability disclosure and institutional investors’ stewardship activities aimed at promoting improvements in the ESG performance of investee companies. On the one hand, sustainability disclosure is one of the information elements that may be relevant to institutional investors’ stewardship activities. On the other hand, improving the quality of sustainability reports provided by investee companies is often the ultimate goal of investor engagement initiatives. The role of climate and social disclosure is problematic from both perspectives. First, institutional investors, especially those with broadly diversified portfolios, are unable to use sustainability information directly and …

Rethinking Jurisdictional Maximalism In The Wake Of Mallory, Sayer Paige

Fordham Law Review

Jurisdiction-by-registration is the idea that by virtue of registering to do business in a state, corporations prospectively consent to jurisdiction on claims made against them in that state. For decades, this concept has stagnated behind the minimum contacts analysis developed by International Shoe Co. v. Washington and its progeny. Among other reasons, plaintiffs and states were not sure whether jurisdiction-by-registration withstood the Due Process Clause. But as the U.S. Supreme Court continued to narrow the limits of contacts-based jurisdiction, plaintiffs returned to registration based jurisdiction to recapture corporate defendants. Courts largely rejected these assertions. Then, in Mallory v. Norfolk Southern …

Downstreaming, Rachel Landy

Articles

Spotify and its competitors all offer the same product at the same price. Why? Scholars have argued that relationships can be designed in a way that naturally promotes innovation. By “braiding” certain formal contracting practices with informal enforcement norms, parties develop a frame-work that supports trust and positive, long-term collaboration. This Article takes on this consensus and shows that not all braiding is good. Using the multibillion-dollar subscription music streaming business as an illustration, it demonstrates just how industry forces can, and do, overcome braiding’s positive slant. In that industry, the major record labels (Universal, Warner, and Sony) weaponize braiding …

Esg & Caremark: Shareholders Might Lack Adequate Tools To Voice Esg Concerns And To Hold Boards Of Directors Accountable For Esg Oversight, Meryl Roux Jimenez

University of Miami Business Law Review

Environmental, Social, and Government (“ESG”) practices are no longer an area that corporations can ignore. A corporation’s failure to oversee an ESG risk can lead to a reputational scandal for the company, which, ultimately, hurts shareholders. The only primary legal recourse for shareholders to hold a board of directors accountable—for breaching its fiduciary duty to oversee a risk— is to bring a Caremark action in court. While most Caremark actions have proved favorable to shareholders in the past two decades, it is an imperfect and reactive framework for ESG related claims. Corporations are pulled in two opposite directions: maximizing shareholders’ …

The Fiduciary Duty Of Dissent, Joseph W. Yockey

Villanova Law Review

No abstract provided.

The Impossibility Of Corporate Political Ideology: Upholding Sec Climate Disclosures Against Compelled Commercial Speech Challenges, Erin Murphy

Northwestern University Law Review

To address the increasingly dire climate crisis, the SEC will require public companies to reveal their business’s environmental impact to the market through climate disclosures. Businesses and states challenged the required disclosures as compelled, politically motivated speech that risks putting First Amendment doctrine into further jeopardy. In the past five years, the U.S. Supreme Court has demonstrated an increased propensity to hear compelled speech cases and rule in favor of litigants claiming First Amendment protection from disclosing information that they disagree with or believe to be a politically charged topic. Dissenting liberal Justices have decried these practices as “weaponizing the …

Racial Targets, Atinuke O. Adediran

Northwestern University Law Review

It is common scholarly and popular wisdom that racial quotas are illegal. However, the reality is that since 2020’s racial reckoning, many of the largest companies have been touting specific, albeit voluntary, goals to hire or promote people of color, which this Article refers to as “racial targets.” The Article addresses this phenomenon and shows that companies can defend racial targets as distinct from racial quotas, which involve a rigid number or proportion of opportunities reserved exclusively for minority groups. The political implications of the legal defensibility of racial targets are significant in this moment in American history, where race …

1l Q&A Lunch, Cardozo Business Law Society

Flyers 2023-2024

No abstract provided.

Are Employee Noncompete Agreements Coercive? Why The Ftc's Wrong Answer Disqualifies It From Rulemaking (For Now), Alan J. Meese

Faculty Publications

The Federal Trade Commission recently proposed a rule banning nearly all employee noncompete agreements (“NCAs”) as unfair methods of competition under Section 5 of the Federal Trade Commission Act. The proposed rule reflects two complementary pillars of an aggressive new enforcement agenda championed by Commission Chair Lina Khan, a leading voice in the Neo-Brandeisian antitrust movement. First, such a rule depends on the assumption, rejected by most prior Commissions, that the Act empowers the Commission to issue legislative rules. Proceeding by rulemaking is essential, the Commission has said, to fight a “hyperconcentrated economy” that injures employees and consumers alike. Second, …

Educating Deal Lawyers For The Digital Age, Heather Hughes

Fordham Law Review

Courses and programs that address law and emerging technologies are proliferating in U.S. law schools. Technology-related issues pervade the curriculum. This Essay presents two instances in which new technologies present challenges for deal lawyers. It explores how exposing students to closing opinions practice can prepare them to engage these challenges. Both examples involve common commercial contexts and lessons relevant to students of business associations and of the Uniform Commercial Code. The first, which deals with enforceability opinion letters, presents technical legal difficulties arising from recent developments in law and technology. The second, involving complex doctrines at the heart of financial …

Criminal Subsidiaries, Andrew K. Jennings

Fordham Law Review

Corporate groups comprise parent companies and one or more subsidiaries, which parents use to manage liabilities, transactions, operations, and regulation. Those subsidiaries can also be used to manage criminal accountability when multiple entities within a corporate group share responsibility for a common offense. A parent, for instance, might reach a settlement with prosecutors that requires its subsidiary to plead guilty to a crime, without conviction of the parent itself—a subsidiary-only conviction (SOC). The parent will thus avoid bearing collateral consequences—such as contracting or industry bars—that would follow its own conviction. For the prosecutor, such settlements can respond to criminal law’s …

A Look Back In Time: Analyzing The Success And Value Of The 2014 Amendments To Rule 2a-7 And Reporting On Form N-Cr In Light Of The March 2020 Market Events, Jocelyn Near

Catholic University Law Review

Money market funds have frequently been a target of regulation by the Securities and Exchange Commission (“SEC”). Perhaps the most expansive regulation came as a response to the 2008 financial crisis, in which the Reserve Primary Fund “broke the buck.” The SEC’s misguided 2014 reforms exacerbated the inherent risks of money market funds, including the risk of runs and first mover advantage, particularly with the implementation of Form N-CR. Form N-CR requires a money market fund to publicly report when various events occur, including when a retail or government money market fund’s current net asset value per share deviates downward …

Cardozo Dispute Resolution Society Presents: Wine Negotiation, Cardozo Dispute Resolution Society, Cardozo Wine Society

Flyers 2023-2024

No abstract provided.

An Unfair Method Of Rulemaking: An Application Of Constitutional Doctrines That Oppose The Ftc Rule Banning Non-Competition Agreements, Jared Yaggie

University of Cincinnati Law Review

No abstract provided.

Born In The U.S.A.: Analyzing The Domesticity Of Judgments In The Civil Rico Context, Alex Reid

University of Cincinnati Law Review

No abstract provided.