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The Cost Of Doing Business? Corporate Registration As Valid Consent To General Personal Jurisdiction, Matthew D. Kaminer 2021 Washington and Lee University School of Law

The Cost Of Doing Business? Corporate Registration As Valid Consent To General Personal Jurisdiction, Matthew D. Kaminer

Washington and Lee Law Review Online

Every state has a statute that requires out-of-state corporations to register with a designated official before doing business there, but courts disagree on what impact, if any, those statutes can or should have on personal jurisdiction doctrine. A minority of states interpret compliance with their registration statutes as the company’s consent to general personal jurisdiction, meaning it can be sued on any cause of action there, even those unrelated to the company’s conduct in that state. The United States Supreme Court upheld this “consent by registration” theory over 100 years ago, but since then has manifested a sea ...


Team Production Revisited, William W. Bratton 2021 University of Pennsylvania Carey Law School

Team Production Revisited, William W. Bratton

Faculty Scholarship at Penn Law

This Article reconsiders Margaret Blair and Lynn Stout’s team production model of corporate law, offering a favorable evaluation. The model explains both the legal corporate entity and corporate governance institutions in microeconomic terms as the means to the end of encouraging investment, situating corporations within markets and subject to market constraints but simultaneously insisting that productive success requires that corporations remain independent of markets. The model also integrates the inherited framework of corporate law into an economically derived model of production, constructing a microeconomic description of large enterprises firmly rooted in corporate doctrine but neither focused on nor limited ...


A Gilti Fix For An Employment Tax Glitch, Richard Winchester 2021 Pepperdine University

A Gilti Fix For An Employment Tax Glitch, Richard Winchester

Pepperdine Law Review

Self-employed individuals who operate through a business entity can often dictate how much employment tax they pay, if any. That’s because the rules permit them to control whether their earnings count as labor income – which is subject to employment tax – or the returns on any capital invested in their business – which is not subject to the tax. The GILTI rules enacted as part of the 2017 Tax Act assume that capital investments generally earn a 10 percent annual rate of return. That same assumption can be used to allocate the earnings of a self-employed individual between the income from ...


Bill Ab5 And The Gig Economy, Peter Buckley 2021 University of Miami School of Law

Bill Ab5 And The Gig Economy, Peter Buckley

University of Miami Business Law Review

This paper explores California Assembly Bill No. 5 and its effect on the “gig economy.” Notably, this paper takes an in-depth look at companies providing cheap services to California residents and the detrimental effects on California business models by labeling independent contractors as employees. I will contrast the Bill with previous California court decisions on independent contracts and the joint ballot initiatives being jointly proposed by Uber, Lyft, DoorDash, and other gig companies. Within this paper I will refer to workers as “drivers” for the sake of simplicity; however, it should be noted that these companies refer to them as ...


Rock The Cash-Bah! How Alston Presents A New Challenge To The Amateurism Justification And Ways The Ncaa Can Modernize To Remain Afloat, John Y. Doty 2021 University of Miami School of Law

Rock The Cash-Bah! How Alston Presents A New Challenge To The Amateurism Justification And Ways The Ncaa Can Modernize To Remain Afloat, John Y. Doty

University of Miami Business Law Review

During the last decade, antitrust litigation involving Division I athletes and the NCAA has resulted in changes to the NCAA’s rules, presenting a threat to amateurism. As athletes have voiced concerns about their likeness being used without permission in video games, the difficulty of balancing sports and academics, and going to bed hungry when millions of dollars in profits are being made off of them, the NCAA has allowed conferences and schools to provide student-athletes with stipends for cost of attendance expenses. However, even though the NCAA has modified its rules, athletes continue to ask for more, and courts ...


Wells Fargo & Co. V. U.S.: A Potential Beginning Of The End Of The Objective Reasonable Basis Tax Penalty Defense, Beckett G. Cantley, Geoffrey C. Dietrich 2021 Northeastern University

Wells Fargo & Co. V. U.S.: A Potential Beginning Of The End Of The Objective Reasonable Basis Tax Penalty Defense, Beckett G. Cantley, Geoffrey C. Dietrich

University of Miami Business Law Review

The Internal Revenue Code (“IRC”) § 6662(a) permits the IRS to impose a twenty-percent (20%) accuracy-related penalty to an underpayment of tax, and there are several different defenses to this penalty depending on the facts of the case and the reason for the penalty.3 One of the most common accuracy-related penalties is the negligence penalty.4 Although there are multiple different reasons for the application of an accuracy-related penalty, only one penalty may be applied for each understatement.5 If a taxpayer faces the negligence penalty, one common defense is that the taxpayer’s return position has a reasonable ...


A Means To An End: How The Expansion Of The Federal Arbitration Act Of 1925 By The Supreme Court Created A Loophole For Corporations To Avoid Claims By Consumers And Workers Alike, Brittany L. Pushkin 2021 University of Miami School of Law

A Means To An End: How The Expansion Of The Federal Arbitration Act Of 1925 By The Supreme Court Created A Loophole For Corporations To Avoid Claims By Consumers And Workers Alike, Brittany L. Pushkin

University of Miami Business Law Review

A Means to an End: How the Expansion of The Federal Arbitration Act of 1925 by the Supreme Court Created a Loophole for Corporations to Avoid Claims by Consumers and Workers Alike Arbitration is rarely thought of outside the legal and business world by the everyday lay person. Whether we know it or not—all of us, in some capacity, have agreed to a mandatory arbitration clause. A contract for cellular service, an employer-employee arrangement, or an agreement to open a bank account are just a few common examples that lock not only clients, but also employees, in contracts that ...


A More Pixelated Union: A Look At The Path To Unionization In The Video Game Industry Under Trump’S National Labor Relations Board, William C. Selfridge 2021 University of Miami School of Law

A More Pixelated Union: A Look At The Path To Unionization In The Video Game Industry Under Trump’S National Labor Relations Board, William C. Selfridge

University of Miami Business Law Review

In the past twenty years, the video game industry has become one of the largest entertainment industries not only in the United States but in the entire world. Yet as video game sales continue to increase at massive rates, it seems the conditions for those making the games have not improved with it, at least according to some in the know. While other entertainment industries have moved to unionize, those in the video game industry have yet to take that leap. To make matters worse, during the administration of President Donald J. Trump, the National Labor Relations Board (“NLRB”) shifted ...


The Hottest Employee Benefit Of 2020: Employers Offer To Repay Employees’ Student Loan Debt, Anne Kotlarz 2021 University of Miami School of Law

The Hottest Employee Benefit Of 2020: Employers Offer To Repay Employees’ Student Loan Debt, Anne Kotlarz

University of Miami Business Law Review

The Student Loans Crisis has spread like wildfire reaching a whopping $1.56 trillion worth of debt. What started off as the Federal government’s initiative to encourage Americans to invest in their future through obtaining secondary education, has turned into a systemic crisis that burns just as hot as global warming. Lobbyists are currently petitioning Congress to enact meaningful legislation to extinguish the flames of the growing student loan debt. Most notably, the private sector is proposing congressional reform to amend the tax code to enable employers to offer employees student loan repayment assistance tax-free. This article delves into ...


Taking The Long View On Shorting: Market Manipulation And Gme, Andrew Steiner 2021 Saint Louis University School of Law

Taking The Long View On Shorting: Market Manipulation And Gme, Andrew Steiner

SLU Law Journal Online

In this article, Andrew Steiner provides an overview of the events surrounding the GameStop short squeeze coordinated by retail investors on the internet forum WallStreetBets over the last year and the possible legal fallout. While some traditional institutional investors call for regulatory intervention, retail investors have pointed the finger at trading app Robinhood.


Heads Up! Arkansas Has A New Llc Act, Carol Goforth 2021 University of Arkansas, Fayetteville

Heads Up! Arkansas Has A New Llc Act, Carol Goforth

Arkansas Law Notes

This past legislative session Senate Bill 601, sponsored by Senator Jonathan Dismang, was enacted into law, becoming Ark. Act 1041 on April 30, 2021. This act repeals the old LLC Act and adopts the Uniform Limited Liability Company Act (“ULLCA”), with minimal changes from the uniform language. This short piece points out some basic information about the Arkansas ULLCA and some of the major changes in Arkansas law applicable to LLCs. While lawyers will obviously need to consult the new statute when actual issues arise, this article should at least provide a “heads up” notice to practitioners with LLCs or ...


Personal Data Privacy And Protective Federal Legislation: An Exploration Of Constituent Position On The Need For Legislation To Control Data Reliant Organizations Collecting And Monetizing Internet-Obtained Personal Data, Giovanni De Meo 2021 University of San Diego

Personal Data Privacy And Protective Federal Legislation: An Exploration Of Constituent Position On The Need For Legislation To Control Data Reliant Organizations Collecting And Monetizing Internet-Obtained Personal Data, Giovanni De Meo

Dissertations

In the past twenty years, the business of online personal data collection has grown at the same rapid pace as the internet itself, fostering a multibillion-dollar personal data collection and commercialization industry. Unlike many other large industries, there has been no major federal legislation enacted to monitor or control the activities of organizations dealing in this flourishing industry. The combination of these factors together with the lack of prior research encouraged this research designed to understand how much voters know about this topic and whether there is interest in seeing legislation enacted to protect individual personal data privacy.

To address ...


Influence Through Intimidation: Evidence From Business Lobbying And The Regulatory Process, Alex Acs, Cary Coglianese 2021 The Ohio State University

Influence Through Intimidation: Evidence From Business Lobbying And The Regulatory Process, Alex Acs, Cary Coglianese

Faculty Scholarship at Penn Law

Interest group influence in the policy process is often assumed to occur through a mechanism of exchange, persuasion, or subsidy. Here, we explore how business groups may also exert influence by intimidating policymakers—a form of persuasion, but one based not on the provision of policy information but of political information. We develop a theory where a business firm lobbies a regulator to communicate political information about its capacity to commit to future influence-seeking activities that would sanction the regulator. The regulator assesses the credibility of this message by evaluating the firm’s commitment to lobbying. Guided by our theory ...


Litigating California Contracts, Curtis E.A. Karnow 2021 University of California, Hastings College of the Law

Litigating California Contracts, Curtis E.A. Karnow

Hastings Business Law Journal

No abstract provided.


Masthead, 2021 University of California, Hastings College of the Law

Masthead

Hastings Business Law Journal

No abstract provided.


Financial Benchmark Control As Monopoly Power, Sharon E. Foster 2021 University of California, Hastings College of the Law

Financial Benchmark Control As Monopoly Power, Sharon E. Foster

Hastings Business Law Journal

No abstract provided.


Cinderella’S Slipper: A Better Approach To Regulating Cryptoassets As Securities, Carol R. Goforth 2021 University of California, Hastings College of the Law

Cinderella’S Slipper: A Better Approach To Regulating Cryptoassets As Securities, Carol R. Goforth

Hastings Business Law Journal

The Securities and Exchange Commission (SEC) seeks both to protect investors and to promote efficient capital formation, but in the context of cryptoassets these goals sometimes collide. The SEC vigorously reacts to fraudulent offerings of cryptoassets but has had to do so by forcing crypto into an antiquated framework designed with very different interests in mind. Even worse than the convoluted and complex arguments needed to force crypto into the existing category of “investment contracts,” once crypto is treated as a security, a host of onerous and inapt disclosure requirements and regulations follows. Developers, promoters, exchanges, and others who might ...


Development And Application Of Business Valuation Methods By The Delaware Courts, Edmund H. Mantell, Edward Shea 2021 University of California, Hastings College of the Law

Development And Application Of Business Valuation Methods By The Delaware Courts, Edmund H. Mantell, Edward Shea

Hastings Business Law Journal

No abstract provided.


Bart: The Enron Of Public Transit The Need For Csr In U.S. Public Transportation, Nicole Mirkazemi 2021 University of California, Hastings College of the Law

Bart: The Enron Of Public Transit The Need For Csr In U.S. Public Transportation, Nicole Mirkazemi

Hastings Business Law Journal

No abstract provided.


How The “Exception” Becomes The Standard, Margeaux Bergman 2021 University of California, Hastings College of the Law

How The “Exception” Becomes The Standard, Margeaux Bergman

Hastings Business Law Journal

No abstract provided.


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