Perspectives - David Samuels And Themes Karalis Of Duval & Stachenfeld Llp, 2017 New York Law School
Perspectives - David Samuels And Themes Karalis Of Duval & Stachenfeld Llp, James Hagy, Jordan Moss
Federal and state law can impose compliance requirements affecting both disposing of and transacting in real estate by not-for-profit organizations. In a dialogue with The Rooftop Project’s Jordan Moss and Professor James Hagy, David Samuels and Themes Karalis of the law firm Duval & Stachenfeld illustrate situations, including some unique to New York law and regulation, in which compliance and care are warranted.
How Many #Followers Do You Have?: Evaluating The Rise Of Social Media And Issues Concerning In Re Ctli’S Determination That Social Media Accounts Are Property Of The Estate, 2017 The Catholic University of America, Columbus School of Law
How Many #Followers Do You Have?: Evaluating The Rise Of Social Media And Issues Concerning In Re Ctli’S Determination That Social Media Accounts Are Property Of The Estate, Patricia A. Leeson
Catholic University Law Review
With the rise of social media use, legal disputes have surfaced with litigants looking to the courts to determine issues of ownership and legal authority. As a matter of first impression, a U.S. Bankruptcy Court in Texas held that a Twitter and Facebook social media account were to be regarded as property of the estate pursuant to Section 541 of the Bankruptcy Code. The court analogized the social media accounts to subscriber lists because they provide valuable access to customers. Although the court addressed the question of whether social media applications are to be regarded as property in bankruptcy ...
The Sarbanes-Oxley Act: A Bird's-Eye View, 2017 California Western School of Law
The Sarbanes-Oxley Act: A Bird's-Eye View, Niels Schaumann
It is the goal of this article to provide a brief reference to the multitude of changes in the law wrought by SOX. The author's hope is that this will be of use to students, scholars, and practitioners seeking an overview of the extensive changes resulting from this legislation. The discussion is broader than it is deep; indeed, a work attempting to examine SOX in depth would soon become a treatise and not just an article. The remainder of this article, then, will seek to provide a big-picture view of SOX: Part II of this article will address SOX ...
Rebellious Strains In Transactional Lawyering For Underserved Entrepreneurs And Community Groups, 2017 Boston College Law School
Rebellious Strains In Transactional Lawyering For Underserved Entrepreneurs And Community Groups, Paul R. Tremblay
Paul R. Tremblay
In his 1992 book Rebellious Lawyering: One Chicano’s Vision of Progressive Law Practice, Gerald Lopez disrupted the conventional understandings of what it meant to be an effective poverty lawyer or public interest attorney. His critiques and prescriptions were aimed at litigators and lawyers similarly engaged in struggles for social change. His book did not address the role of progressive transactional lawyers. Today, transactional lawyers working in underserved communities are far more common. This Essay seeks to apply Lopez’s critiques to the work of those practitioners.
I argue here that transactional legal services, or TLS, on behalf of subordinated ...
Uk Alternative Business Structures For Legal Practice: Emerging Models And Lessons For The Us, 2017 Boston College Law School
Uk Alternative Business Structures For Legal Practice: Emerging Models And Lessons For The Us, Judith A. Mcmorrow
Judith A. McMorrow
Alternative Business Structure (ABS) law firms in the United Kingdom allow for non-lawyer owners and investors. This Article analyzes several new U.K. ABS law firms and offers an optimistic assessment of the benefits of these new firm models. ABS firms have created systems that improve legal services for the target clients and have mitigated the negative aspects of lawyer-centric thinking that pervades many traditional firms. ABS firm structure has provided access to capital to allow for investment in employee development and creative use of technology. The ABS form has brought some unregulated activities under the control of regulators and ...
The Shifting Tides Of Merger Litigation, 2017 U.S. Securities and Exchange Commission
The Shifting Tides Of Merger Litigation, Matthew D. Cain, Jill E. Fisch, Steven Davidoff Solomon, Randall S. Thomas
In 2015, Delaware made several important changes to its laws concerning merger litigation. These changes, which were made in response to a perception that levels of merger litigation were too high and that a substantial proportion of merger cases were not providing value, raised the bar, making it more difficult for plaintiffs to win a lawsuit challenging a merger and more difficult for plaintiffs’ counsel to collect a fee award.
We study what has happened in the courts in response to these changes. We find that the initial effect of the changes has been to decrease the volume of merger ...
The Limits Of Gatekeeper Liability, 2017 Washington University School of Law
The Limits Of Gatekeeper Liability, Andrew F. Tuch
Washington and Lee Law Review Online
No abstract provided.
The Law And Practice Of Commercial Transactions, 2017 Selected Works
The Law And Practice Of Commercial Transactions, Kevin Ndoho Macharia
Kevin Ndoho Macharia
Governance By Contract: The Implications For Corporate Bylaws, 2017 University of Pennsylvania Law School
Governance By Contract: The Implications For Corporate Bylaws, Jill E. Fisch
Boards and shareholders are increasing using charter and bylaw provisions to customize their corporate governance. Recent examples include forum selection bylaws, majority voting bylaws and advance notice bylaws. Relying on the contractual conception of the corporation, Delaware courts have accorded substantial deference to board-adopted bylaw provisions, even those that limit shareholder rights.
This Article challenges the rationale for deference under the contractual approach. With respect to corporate bylaws, the Article demonstrates that shareholder power to adopt and amend the bylaws is, under Delaware law, more limited than the board’s power to do so. As a result, shareholders cannot effectively ...
In Pursuit Of Good & Gold: Data Observations Of Employee Ownership & Impact Investment, 2017 University of Pennsylvania Wharton School
In Pursuit Of Good & Gold: Data Observations Of Employee Ownership & Impact Investment, Christopher Geczy, Jessica S. Jeffers, David K. Musto, Anne M. Tucker
A startup's path to self-sustaining profitability is risky and hard, and most do not make it. Venture capital (VC) investors try to improve these odds with contractual terms that focus and sharpen employees' incentives to pursue gold. If the employees and investors expect the startup to balance the goal of profitability with another goal - the goal of good - the risks are likely to both grow and multiply. They grow to the extent that profits are threatened, and they multiply to the extent that balancing competing goals adds a dimension to the incentive problem. In this Article, we explore contracting ...
The Separation Of Corporate Law And Social Welfare, 2017 University of Pennsylvania Law School
The Separation Of Corporate Law And Social Welfare, William W. Bratton
A half century ago, corporate legal theory pursued an institutional vision in which corporations and the law that creates them protect people from the ravages of volatile free markets. That vision was challenged on the ground during the 1980s, when corporate legal institutions and market forces came to blows over questions concerning hostile takeovers. By 1990, it seemed like the institutions had won. But a different picture has emerged as the years have gone by. It is now clear that the market side really won the battle of the 1980s, succeeding in entering a wedge between corporate law and social ...
Contracts As Organizations, 2017 Northwestern University
Contracts As Organizations, D. Gordon Smith, Brayden G. King
D. Gordon Smith
Empirical studies of contracts have become more common over the past decade, but the range of questions addressed by these studies is narrow, inspired primarily by economic theories that focus on the role of contracts in mitigating ex post opportunism. We contend that these economic theories do not adequately explain many commonly observed features of contracts, and we offer four organizational theories to supplement-and in some instances, perhaps, challenge-the dominant economic accounts. The purpose of this Article is threefold: first, to describe how theoretical perspectives on contracting have motivated empirical work on contracts; second, to highlight the dominant role of ...
Accountability As A Debiasing Strategy: Does Race Matter?, 2017 Georgetown University Law Center
Accountability As A Debiasing Strategy: Does Race Matter?, Jamillah Bowman Williams
Georgetown Law Faculty Publications and Other Works
Congress passed Title VII of the Civil Rights Act of 1964 with the primary goal of integrating the workforce and eliminating arbitrary bias against minorities and other groups who had been historically excluded. Yet substantial research reveals that racial bias persists and continues to limit opportunities and outcomes for racial minorities in the workplace. Because these denials of opportunity result from myriad individual hiring and promotion decisions made by vast numbers of managers, finding effective strategies to reduce the impact of bias has proven challenging. Some have proposed that having a sense of accountability, or “the implicit or explicit expectation ...
The New Bond Workouts, 2017 University of Pennsylvania Law School
The New Bond Workouts, William W. Bratton, Adam J. Levitin
Bond workouts are a famously dysfunctional method of debt restructuring, ridden with opportunistic and coercive behavior by bondholders and bond issuers. Yet since 2008 bond workouts have quietly started to work. A cognizable portion of the restructuring market has shifted from bankruptcy court to out-of-court workouts by way of exchange offers made only to large institutional investors. The new workouts feature a battery of strong-arm tactics by bond issuers, and aggrieved bondholders have complained in court. The result has been a new, broad reading of the primary law governing workouts, section 316(b) of the Trust Indenture Act of 1939 ...
Mutually Assured Protection Among Large U.S. Law Firms, 2017 University of Pennsylvania Law School
Mutually Assured Protection Among Large U.S. Law Firms, Tom Baker, Rick Swedloff
Top law firms are notoriously competitive, fighting for prime clients and matters. But some of the most elite firms are also deeply cooperative, willingly sharing key details about their finances and strategy with their rivals. More surprisingly, they pay handsomely to do so. Nearly half of the AmLaw 100 and 200 belong to mutual insurance organizations that require member firms to provide capital; partner time; and important information about their governance, balance sheets, risk management, strategic plans, and malpractice liability. To answer why these firms do so when there are commercial insurers willing to provide coverage with fewer burdens, we ...
Finding The Pearl In The Oyster: Supercharging Ipos Through Tax Receivable Agreements, 2017 Northwestern University School of Law
Finding The Pearl In The Oyster: Supercharging Ipos Through Tax Receivable Agreements, Christopher B. Grady
Northwestern University Law Review
A new, “supercharged” form of IPO has slowly developed over the last twenty years. This new form of IPO takes advantage of several seemingly unrelated provisions of the tax code to multiply pre-IPO owners’ proceeds from a public offering without reducing the amount public investors are willing to pay for the stock. Supercharged IPOs use a tax receivable agreement to transfer tax assets created by the IPO back to the pre-IPO ownership, “monetizing” the tax assets. As these structures have become more efficient, commentators have expressed concerns that these agreements deceive shareholders who either ignore or do not understand the ...
Disrupting Immigration: How Administrative Rulemaking Could Transform The Landscape For Immigrant Entrepreneurs, 2017 Pepperdine University
Disrupting Immigration: How Administrative Rulemaking Could Transform The Landscape For Immigrant Entrepreneurs, Tess Douglas
Pepperdine Law Review
Immigrant entrepreneurs come to the United States and start thriving companies that create jobs, drive the economy, and facilitate innovation. However, U.S. laws do not provide a clear path for immigrant entrepreneurs to lawfully enter and work in America. Therefore, immigrant entrepreneurs must seek lawful status in the United States through unusual routes. While Congress, the President, and the United States Citizenship and Immigration Services (USCIS) recognize the need for clear and accessible immigration standards for immigrant entrepreneurs, the politicized nature of immigration law has impeded significant change. This Comment details how administrative rules could offer a less politicized ...
Common Legal Concerns For Small Business And Nonprofits, 2017 University of Houston - Main
Common Legal Concerns For Small Business And Nonprofits, Jayme M. Reisler
Jayme M Reisler
Breaking Down Bias: Legal Mandates Vs. Corporate Interests, 2017 Georgetown University Law Center
Breaking Down Bias: Legal Mandates Vs. Corporate Interests, Jamillah Bowman Williams
Georgetown Law Faculty Publications and Other Works
Bias and discrimination continue to limit opportunities and outcomes for racial minorities in American institutions in the twenty first century. The diversity rationale, touting the broad benefits of inclusion, has become widely accepted. At the same time, many view a focus on antidiscrimination law and the threat of legal enforcement as outmoded and ineffective. Thus, corporate employers, courts, and universities talk less in terms of the mandates of laws such as the 1964 Civil Rights Act, or a “legal case” and more in terms of a “business case” where benefits of inclusion seem to accrue to everyone. It is easy ...
The Bylaw Puzzle In Delaware Corporate Law, 2017 University of Pennsylvania Law School
The Bylaw Puzzle In Delaware Corporate Law, David A. Skeel Jr.
In less than a decade, Delaware’s legislature has overruled its courts and reshaped Delaware corporate law on two different occasions, with proxy access bylaws in 2009 and with shareholder litigation bylaws in 2015. Having two dramatic interventions in quick succession would be puzzling under any circumstances. The interventions are doubly puzzling because with proxy access, Delaware’s legislature authorized the use of bylaws or charter provisions that Delaware’s courts had banned; while with shareholder litigation, it banned bylaws or charter provisions that the courts had authorized. This Article attempts to unravel the puzzle.
I start with corporate law ...