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Dual Fiduciaries: Unicorns, Corporate Law And The New Frontier, Anat Alon-Beck 2023 Case Western University School of Law

Dual Fiduciaries: Unicorns, Corporate Law And The New Frontier, Anat Alon-Beck

Faculty Publications

Legal and regulatory structures influence the shift in equities in the United States from public markets to private markets, entrepreneurial opportunities and new firm formation. There is a rise in the number of “unicorn” firms, which are privately held venture-capital backed startups that are valued at $1 billion or more. The number of unicorns in the United States and overseas has grown exponentially over the last few years. This chapter discusses the rise of the unicorns and with it the increasing importance of corporate governance and fiduciary duties. There are new vertical and horizontal conflicts among common and preferred shareholders ...


Artificial Intelligence And Corporate Decisions: Fantasy, Reality Or Destiny, Jingchen Zhao 2022 Nottingham Trent University

Artificial Intelligence And Corporate Decisions: Fantasy, Reality Or Destiny, Jingchen Zhao

Catholic University Law Review

Fueled by the ever-growing significance of big data and advances in AI, tasks in relation to decision-making in contemporary societies have been increasingly delegated to AI at different levels. While there is massive investment all over the world related to one side of AI, namely engineering, it is also important to create rules and competence related to humanistic AI and its effects on people and societies. This article aims to examine AI’s role in the boardroom and associated legal challenges, by exploring the interplay between AI and corporate law and governance. We observe that the delegation of board tasks ...


Corporate Response To The War In Ukraine: Stakeholder Governance Or Stakeholder Pressure?, Anete Pajuste, Anna Toniolo 2022 Stockholm School of Economics in Riga

Corporate Response To The War In Ukraine: Stakeholder Governance Or Stakeholder Pressure?, Anete Pajuste, Anna Toniolo

Emory Corporate Governance and Accountability Review

This Article empirically investigates the corporate response to the Russian invasion of Ukraine in the framework of the stakeholder capitalism debate. Some describe corporate leaders’ decision to withdraw from Russia as an example of stakeholder governance, maintaining that they placed social responsibility over profits. Others question the authenticity of corporate support for Ukraine and argue that companies left Russia mainly driven by operational and reputational concerns.

Against this backdrop, we conduct an empirical study of reactions to the outbreak of the war from companies in the S&P500 and STOXX600 indices. We explore whether managers effectively decided mostly on ethical ...


Beware The Proposed Us Crypto Regulation— It May Be A Trojan Horse, Hilary J. Allen 2022 American University Washington College of Law

Beware The Proposed Us Crypto Regulation— It May Be A Trojan Horse, Hilary J. Allen

Popular Media

Following the spectacular failure of crypto exchange FTX International, there have been renewed calls for crypto legislation (including from the industry itself).But many of the proposals so far would be worse than the status quo — at least for the general public. Crypto firms such as FTX were involved in drafting many of the mooted US bills. The exchange’s implosion should not become a pretext for rushing these into law.


The “Rarely Discussed And More Rarely Applied” Antitrust Implications Of Contractual Releases Of Antitrust Liability, With A Modest Proposal, Jared S. Sunshine 2022 Ohio Northern University

The “Rarely Discussed And More Rarely Applied” Antitrust Implications Of Contractual Releases Of Antitrust Liability, With A Modest Proposal, Jared S. Sunshine

Ohio Northern University Law Review

No abstract provided.


When Cannabis Businesses Fail: Assignment For The Benefit Of Creditors As An Alternative To Bankruptcy, Edward S. Adams 2022 University of Minnesota Law School

When Cannabis Businesses Fail: Assignment For The Benefit Of Creditors As An Alternative To Bankruptcy, Edward S. Adams

Utah Law Review

Cannabis businesses should keep the ABC in mind if they begin to struggle. As the cannabis industry becomes a greater part of our economy, more practitioners need to be aware of the solutions to risks that come with running a business associated with cannabis. While the federal government appears to have taken a mostly hands-off approach with states with their own regulatory schemes, that does not address the concerns of a failing cannabis business. The ABC addresses those concerns and can serve as a valid substitute for filing for bankruptcy.


The 'Merge' Did Not Fix Ethereum, Hilary J. Allen 2022 American University Washington College of Law

The 'Merge' Did Not Fix Ethereum, Hilary J. Allen

Popular Media

The Ethereum blockchain that facilitates much of the crypto world last month finally accomplished the long-promised and oft-delayed “Merge”, a technical switch in the way it works.


A New Age Of Antitrust: How The Latest Ftc Leadership Is Rewriting The Rules, Sara Rutherford 2022 Saint Louis University School of Law

A New Age Of Antitrust: How The Latest Ftc Leadership Is Rewriting The Rules, Sara Rutherford

SLU Law Journal Online

The addition of a new Chair of the United States Federal Trade Commission has brought major changes relating to Big Tech. In this article, Sara Rutherford discusses the FTC's new anti-trust policies and their application to big companies.


Law School News: Rewards Of The Road Less Traveled 10-13-2022, Michelle Choate 2022 Roger Williams University School of Law

Law School News: Rewards Of The Road Less Traveled 10-13-2022, Michelle Choate

Life of the Law School (1993- )

No abstract provided.


Taming Unicorns, Matthew Wansley 2022 Benjamin N. Cardozo School of Law

Taming Unicorns, Matthew Wansley

Indiana Law Journal

Until recently, most startups that grew to become valuable businesses chose to become public companies. In the last decade, the number of unicorns—private, venture-backed startups valued over one billion dollars—has increased more than tenfold. Some of these unicorns committed misconduct that they successfully concealed for years. The difficulty of trading private company securities facilitates the concealment of misconduct. The opportunity to profit from trading a company’s securities gives short sellers, analysts, and financial journalists incentives to uncover and reveal information about misconduct the company commits. Securities regulation and standard contract provisions restrict the trading of private company ...


Special Purpose Acquisition Companies (Spacs) And The Sec, Neal Newman, Lawrence J. Trautman 2022 Texas A&M University School of Law

Special Purpose Acquisition Companies (Spacs) And The Sec, Neal Newman, Lawrence J. Trautman

Faculty Scholarship

Special Purpose Acquisition Companies (SPACs) are simply enterprises that raise money from the public with the intention of purchasing an existing business and becoming publicly traded in the securities markets. If the SPAC is successful in raising money and the acquisition takes place, the target company takes the SPAC’s place on a stock exchange in a transaction that resembles a public offering. Also known as “blank-check” or “reverse merger” companies, this process avoids many of the pitfalls of a traditional initial public offering.

During late 2020 and 2021 an unprecedented surge in the popularity and issuance of Special Purpose ...


A Proposed Sec Cyber Data Disclosure Advisory Commission, Lawrence J. Trautman, Neal Newman 2022 Prairie View A&M University

A Proposed Sec Cyber Data Disclosure Advisory Commission, Lawrence J. Trautman, Neal Newman

Faculty Scholarship

Constant cyber threats result in: intellectual property loss; data disruption; ransomware attacks; theft of valuable company intellectual property and sensitive customer information. During March 2022, The Securities and Exchange Commission (SEC) issued a proposed rule addressing Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure, which requires: 1. Current reporting about material cybersecurity incidents; 2. Periodic disclosures about a registrant’s policies and procedures to identify and manage cybersecurity risks; 3. Management’s role in implementing cybersecurity policies and procedures; 4. Board of directors’ cybersecurity expertise, if any, and its oversight of cybersecurity risk; 5. Registrants to provide updates about previously ...


Drawing The Line Between Talent And Desire 09-23-2022, Michelle Choate 2022 Roger Williams University School of Law

Drawing The Line Between Talent And Desire 09-23-2022, Michelle Choate

Life of the Law School (1993- )

No abstract provided.


Inflation, Market Failures, And Algorithms, Rory Van Loo 2022 Boston University School of Law

Inflation, Market Failures, And Algorithms, Rory Van Loo

Faculty Scholarship

Inflation is a problem of tremendous scale. But inflation itself is unlikely to cause the greatest economic harm during inflationary periods. Instead, a more likely source of devastation will be policymakers’ response to inflation. Their main anti-inflation tools, most notably increasing interest rates, increase unemployment and the risk of recessions. This Article argues that there is a better approach. Rather than defaulting to interest rate hikes that harm markets, policy makers should prioritize laws that lower prices while improving markets. For decades, businesses have raised prices by manipulating consumers, exercising monopoly power, and lobbying for laws that block competition. Automated ...


Purpose Proposals, Jill E. Fisch 2022 University of Pennsylvania Carey Law School

Purpose Proposals, Jill E. Fisch

Faculty Scholarship at Penn Carey Law

Repurposing the corporation is the hot issue in corporate governance. Commentators, investors and increasingly issuers, maintain that corporations should shift their focus from maximizing profits for shareholders to generating value for a more expansive group of stakeholders. Corporations are also being called upon to address societal concerns – from climate change and voting rights to racial justice and wealth inequality.

The shareholder proposal rule, Rule 14a–8, offers one potential tool for repurposing the corporation. This Article describes the introduction of innovative proposals seeking to formalize corporate commitments to stakeholder governance. These “purpose proposals” reflect a new dynamic in the debate ...


Issue Brief: Impact Assessment And Responsible Business Guidance Tools In The Extractive Sector: An Environmental Human Rights Toolbox For Government, Business, Civil Society & Indigenous Groups, Sara L. Seck, Penelope Simmons, Charlotte Connolly 2022 Dalhousie University Schulich School of Law

Issue Brief: Impact Assessment And Responsible Business Guidance Tools In The Extractive Sector: An Environmental Human Rights Toolbox For Government, Business, Civil Society & Indigenous Groups, Sara L. Seck, Penelope Simmons, Charlotte Connolly

Responsible Business Conduct and Impact Assessment Law

This issue brief provides an overview of the impact assessment and responsible business conduct toolbox for the extractive sector. The toolbox provides guidance on how governments, businesses, civil society, and Indigenous groups may encourage and adopt a human rights approach to impact assessment (IA). It forms part of a broader research project aimed at highlighting the interrelationship between IA laws and Responsible Business Conduct (RBC) tools, funded by the Social Sciences & Humanities Research Council (SSHRC) Knowledge Synthesis Grant: Informing Best Practices in Environmental & Impact Assessments (the “KSG”).


Big Three Power, And Why It Matters, Scott Hirst, Lucian Bebchuk 2022 Boston University School of Law

Big Three Power, And Why It Matters, Scott Hirst, Lucian Bebchuk

Faculty Scholarship

This Article focuses on the power and corporate governance significance of the three largest index fund managers commonly referred to collectively as the “Big Three.” We present current evidence on the substantial voting power of the Big Three and explain why it is likely to persist and, indeed, further grow. We show that, due to their voting power, the Big Three have considerable influence on corporate outcomes through both what they do and what they fail to do. We also discuss the Big Three’s undesirable incentives both to underinvest in stewardship and to be excessively deferential to corporate managers ...


Are All Risks Created Equal? Rethinking The Distinction Between Legal And Business Risk In Corporate Law, Adi Libson, Gideon Parchomovsky 2022 Bar Ilan University Faculty of Law

Are All Risks Created Equal? Rethinking The Distinction Between Legal And Business Risk In Corporate Law, Adi Libson, Gideon Parchomovsky

Faculty Scholarship at Penn Carey Law

Should corporate legal risk be treated similarly to corporate business risks? Currently, the law draws a clear-cut distinction between the two sources of risk, permitting the latter type of risk and banning the former. As a result, fiduciaries are shielded from personal liability in the case of business risk and are entirely exposed to civil and criminal liability that arises from legal risk-taking. As corporate law theorists have underscored, the differential treatment of business and legal risk is highly problematic from the perspective of firms and shareholders. To begin with, legal risk cannot be completely averted or eliminated. More importantly ...


Electronic Arts’ College Videogames In The Name, Image, And Likeness Era, Ryan A. Buchanan 2022 UNH Franklin Pierce School of Law

Electronic Arts’ College Videogames In The Name, Image, And Likeness Era, Ryan A. Buchanan

UNH Sports Law Review

No abstract provided.


Playing For Keeps: The Need For Name, Image, And Likeness Legislation To Ensure Representation For College Athletes, Campbell Flaherty 2022 University of Pittsburgh

Playing For Keeps: The Need For Name, Image, And Likeness Legislation To Ensure Representation For College Athletes, Campbell Flaherty

UNH Sports Law Review

No abstract provided.


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