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Collective Coercion, Benjamin Means, Susan S. Kuo 2016 University of South Carolina School of Law

Collective Coercion, Benjamin Means, Susan S. Kuo

Boston College Law Review

When a collective-choice situation places coercive pressure on individual participants, the law’s traditional protection of individual autonomy against coercion must be reconciled with its necessary role in resolving problems of collective action. On the one hand, the law might seek to remove coercion from the equation so that individuals are free to make their own decisions. On the other hand, the law might empower a central authority to decide, thereby solving a problem of collective action in order to maximize the group’s shared interests. The tension between these two approaches creates deep uncertainty for the regulation of collective-choice ...


“Profit, People, Planet” Perverted: Holding Benefit Corporations Accountable To Intended Beneficiaries, Michael A. Hacker 2016 Boston College Law School

“Profit, People, Planet” Perverted: Holding Benefit Corporations Accountable To Intended Beneficiaries, Michael A. Hacker

Boston College Law Review

For-profit social entrepreneurship is a steadily growing movement. As part of this movement, numerous states have enacted legislation authorizing the incorporation of benefit corporations, a new for-profit corporate form. In addition to generating profit for shareholders, benefit corporations must “create” a “public benefit.” The mandate that a for-profit corporation pursue a humanitarian cause in addition to generating profit is a significant departure from shareholder primacy: the maxim that the sole purpose of a corporation is to generate return on investment for its shareholders. Although this legislation is a necessary and progressive evolution in corporate law, the current benefit corporation form ...


Corporate Privacy Failures Start At The Top, Victoria L. Schwartz 2016 Pepperdine University School of Law

Corporate Privacy Failures Start At The Top, Victoria L. Schwartz

Boston College Law Review

With the rise of big data, numerous corporations are in the privacy business. Yet even corporations not directly in the privacy business must also make important decisions potentially impacting the privacy of their employees, consumers, and shareholders. A wide consensus of scholars and commentators has agreed that corporations fail to adequately protect privacy. The existing scholarship has largely focused on demand-side market failures to explain this privacy failure phenomenon. This Article offers a supply-side market distortion theory that reinforces the existing demand-side explanations to better account for corporate privacy failures. Under this supply-side theory, extensive corporate disclosure requirements, including the ...


The Andean Foreign Investment Code: An Overview, Lloyd Pike 2016 University of Georgia School of Law

The Andean Foreign Investment Code: An Overview, Lloyd Pike

Georgia Journal of International & Comparative Law

No abstract provided.


Rethinking Article 422: A Retrospective On Ecuador's 2008 Constitutional Isds Recalibration, Alexander B. Avtgis 2016 Indiana University Maurer School of Law

Rethinking Article 422: A Retrospective On Ecuador's 2008 Constitutional Isds Recalibration, Alexander B. Avtgis

Indiana Journal of Constitutional Design

Is Ecuador’s adoption of Article 422 in the 2008 Constitution properly viewed as a “re-statification”1 of Investor State Dispute Settlement (ISDS)? And, since its implementation, has the constitutional article been effective in institutionally insulating Ecuador from the jurisdictional reach of international ISDS? This paper answers both questions in the negative—but qualifies such an outlook by balancing the drawbacks of Article 422 against its successes. Article 422’s provisions, strident in its attempt to create an alternative development vision, did not achieve all that the Constitution’s drafters had hoped. Nevertheless, in its limited effect of detaching Ecuador ...


Newsroom: Guiding Startups Through Legal Pickles 11-14-2016, Jill Rodrigues, Roger Williams University School of Law 2016 Roger Williams University

Newsroom: Guiding Startups Through Legal Pickles 11-14-2016, Jill Rodrigues, Roger Williams University School Of Law

Life of the Law School (1993- )

No abstract provided.


Governmental Intervention In An Economic Crisis, Robert K. Rasmussen, David A. Skeel Jr. 2016 University of Southern California Law

Governmental Intervention In An Economic Crisis, Robert K. Rasmussen, David A. Skeel Jr.

Faculty Scholarship

This paper articulates a framework both for assessing the various government bailouts that took place at the onset of Great Recession and for guiding future rescue efforts when they become necessary. The goals for those engineering a bailout should be to be as transparent as possible, to articulate clearly the reason for the intervention, to respect existing priorities among investors, to exercise control only at the top level where such efforts can be seen by the public, and to exit as soon as possible. By these metrics, some of the recent bailouts should be applauded, while others fell short. We ...


Governmental Intervention In An Economic Crisis, Robert Rasmussen, David A. Skeel Jr. 2016 University of Southern California

Governmental Intervention In An Economic Crisis, Robert Rasmussen, David A. Skeel Jr.

University of Southern California Legal Studies Working Paper Series

This paper articulates a framework both for assessing the various government bailouts that took place at the onset of Great Recession and for guiding future rescue efforts when they become necessary. The goals for those engineering a bailout should be to be as transparent as possible, to articulate clearly the reason for the intervention, to respect existing priorities among investors, to exercise control only at the top level where such efforts can be seen by the public, and to exit as soon as possible. By these metrics, some of the recent bailouts should be applauded, while others fell short. We ...


The Raising Rivals’ Cost Foreclosure Paradigm, Conditional Pricing Practices And The Flawed Incremental Price-Cost Test, Steven C. Salop 2016 Georgetown University Law Center

The Raising Rivals’ Cost Foreclosure Paradigm, Conditional Pricing Practices And The Flawed Incremental Price-Cost Test, Steven C. Salop

Georgetown Law Faculty Publications and Other Works

There are two overarching legal paradigms for analyzing exclusionary conduct in antitrust – predatory pricing and the raising rivals’ costs characterization of foreclosure. Sometimes the choice of paradigm is obvious. Other times, it may depend on the structure of the plaintiff’s allegations. Some types of conduct, notably conditional pricing practices (CPPs), might appear by analogy to fit into both paradigms. CPPs involve pricing that is conditioned on exclusivity or some other type of favoritism in a customer’s purchases or input supplier’s sales. The predatory pricing paradigm would attack the low prices of CPPs. By contrast, the RRC foreclosure ...


The Diminishing Returns Of Incentive Pay In Executive Compensation Contracts, Gregg Polsky, Andrew Lund 2016 University of Georgia School of Law

The Diminishing Returns Of Incentive Pay In Executive Compensation Contracts, Gregg Polsky, Andrew Lund

Andrew Lund

For the past 30 years, the conventional wisdom has been that executive compensation packages should include very large proportions of incentive pay. This incentive pay orthodoxy has become so firmly entrenched that the current debates about executive compensation simply take it as a given. We argue, however, that in light of evolving corporate governance mechanisms, the marginal net benefit of incentive-laden pay packages is both smaller than appreciated and getting smaller over time. As a result, the assumption that higher proportions of incentive pay are beneficial is no longer warranted.

A number of corporate governance mechanisms have evolved to duplicate ...


Leap Of Faith: Determining The Standard Of Faith Needed To Violate The Implied Covenant Of Good Faith And Fair Dealing For Delaware Limited Liability Companies, Pat Andriola 2016 Davis Polk & Wardwell LLP

Leap Of Faith: Determining The Standard Of Faith Needed To Violate The Implied Covenant Of Good Faith And Fair Dealing For Delaware Limited Liability Companies, Pat Andriola

Boston College Law Review

Delaware courts have long respected the right to contract in Delaware, and possibly no entity is afforded more privileges to set the boundaries of its corporate form than the Delaware Limited Liability Company. Unlike nearly every other state, Delaware permits LLCs to abolish the duties of care and loyalty in their operating agreements, but forbids companies to eliminate liability for “any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing.” The problem with the phrase “bad faith violation” is that, when referencing a breach of the implied covenant of ...


Trending @ Rwu Law: Linda Tappa's Post: An Amazing Summer: Public Interest Law In Texas 11/01/2016, Linda Tappa 2016 Roger Williams University School of Law

Trending @ Rwu Law: Linda Tappa's Post: An Amazing Summer: Public Interest Law In Texas 11/01/2016, Linda Tappa

Law School Blogs

No abstract provided.


Can A Not-For-Profit Membership Corporation Be Created As A “Shell” Corporation.Pdf, Wm. Dennis Huber 2016 Capella University

Can A Not-For-Profit Membership Corporation Be Created As A “Shell” Corporation.Pdf, Wm. Dennis Huber

Wm. Dennis Huber

Can an Illinois not-for-profit corporation whose articles of incorporation creates members and whose members have an unrestricted right to vote and whose members elected officers, and which received income from members’ dues, later claim it never had any members because it was only a “shell corporation”? This inquiry focuses on the Illinois not-for-profit corporation as an example. However, the question is important not just for Illinois, but for all jurisdictions with similar not-for-profit corporation laws. Due to the high risk of fraud, the misappropriation of funds, or the misuse of assets, and applying basic principles of statutory construction it must ...


Sarbanes-Oxley, Kermit The Frog, And Competition Regarding Audit Quality, Matthew J. Barrett 2016 Notre Dame Law School

Sarbanes-Oxley, Kermit The Frog, And Competition Regarding Audit Quality, Matthew J. Barrett

Matthew J. Barrett

The regulatory scheme after Sarbanes-Oxley has significantly improved public company audits in the United States, or at least has demonstrated the potential to do so, but the obligation to preserve client confidentially still prevents auditors from competing for new clients on the basis of audit quality. This paper suggests a simple way for the SEC to facilitate such competition within the existing regulatory framework. The SEC should require issuers and registrants to disclose whether their independent audits uncovered any financial fraud and, within specified ranges, the number and amount of all audit adjustments incorporated into the financial statements filed with ...


Close Encounters With Piercing The Corporate Veil, Richard A. Booth 2016 Villanova University Charles Widger School of Law

Close Encounters With Piercing The Corporate Veil, Richard A. Booth

Villanova Law Review

No abstract provided.


Pactes D'Actionnaires Et Prévention Des Conflits Dans La Société Anonyme De L'Espace Ohada., Julien Coomlan Hounkpe 2016 University of Abomey Calavi, Benin

Pactes D'Actionnaires Et Prévention Des Conflits Dans La Société Anonyme De L'Espace Ohada., Julien Coomlan Hounkpe

Julien C. Hounkpe

L’expérience enseigne que les pactes d’actionnaires sont le plus souvent méconnus ou insuffisamment utilisés dans les sociétés anonymes en Afrique. Or ces instruments conventionnels permettent de mettre en place un certain nombre de mécanismes qui s’avéreraient efficaces dans la prévention des conflits entre actionnaires dans l’espace OHADA.


"Trade Or Business": The Relevance Of A Deceptively Simple Income Tax Phrase To The Labor Code, Federal Statutes, And Private Equity Activity, Arthur Acevedo 2016 Selected Works

"Trade Or Business": The Relevance Of A Deceptively Simple Income Tax Phrase To The Labor Code, Federal Statutes, And Private Equity Activity, Arthur Acevedo

Arthur Acevedo

Corporate law is premised upon two fundamental principles: the pooling of moneys for investment purposes and the privilege of limited liability. The pooling of money enables promoters and investors to efficiently amass and organize substantial sums for investment purposes. The privilege of limited liability assures investors that personal liability for the underlying invested activity is limited to the moneys invested. Limited liability is a sacrosanct principle and a quintessential investment assumption within the investment community. Private equity firms have successfully exploited these two policies. However, a decision by the First Circuit Court of Appeal casts a shadow of doubt on ...


Private Solutions To Global Crises, Gregory R. Day 2016 St. John's University School of Law

Private Solutions To Global Crises, Gregory R. Day

St. John's Law Review

No abstract provided.


Toward Consistent Fiduciary Duties For Publicly Traded Entities, Sandra K. Miller, Karie Davis-Nozemack 2016 University of Florida Levin College of Law

Toward Consistent Fiduciary Duties For Publicly Traded Entities, Sandra K. Miller, Karie Davis-Nozemack

Florida Law Review

After the 2008 recession, it is difficult to imagine that the public is investing billions of dollars in publicly traded entities with little regulation of board conflicts and no fiduciary duty protections. Yet, that is precisely the case for more than $284 billion of investments. Investors have flocked to publicly traded limited partnerships (LPs) and limited liability companies (LLCs), collectively known as master limited partnerships (MLPs), because many are high-performing energy companies with a tax preference. MLP market capitalization, while only $14 billion in 2000, topped $284 billion as of February 2016, and more initial public offerings are on the ...


Business Law Bulletin, Fall 2016, 2016 University of Maryland Francis King Carey School of Law

Business Law Bulletin, Fall 2016

Business Law Bulletin

No abstract provided.


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