Company.Com, Llc V. Priority Payment Systems, Llc, Order On Motion For Interlocutory Injunction And Motion To Dismiss, 2023 Superior Court of Fulton County, Metro Atlanta Business Case Division
Company.Com, Llc V. Priority Payment Systems, Llc, Order On Motion For Interlocutory Injunction And Motion To Dismiss, John J. Goger
Georgia Business Court Opinions
No abstract provided.
The Impact Of Daos On Corporate Law: An Analysis Of Dao Frameworks And Potential Legal Implications, 2023 University of San Francisco
The Impact Of Daos On Corporate Law: An Analysis Of Dao Frameworks And Potential Legal Implications, Rebecca Gonzalez
Featured Student Work
No abstract provided.
Forum Selection Provisions And The Preclusion Of Derivative Claims Under Section 14(A) Of The Securities Exchange Act: Should Federal Courts Intervene?, 2023 Fordham University School of Law
Forum Selection Provisions And The Preclusion Of Derivative Claims Under Section 14(A) Of The Securities Exchange Act: Should Federal Courts Intervene?, Noah P. Mathews
Fordham Law Review
This Note examines whether a forum selection provision in a corporation’s bylaws that requires shareholders to bring derivative claims in the Delaware Court of Chancery is enforceable when invoked by directors to dismiss derivative claims under the Securities Exchange Act (the “Exchange Act”)—claims over which federal courts have exclusive jurisdiction. In Seafarers Pension Plan ex rel. Boeing Co. v. Bradway, the U.S. Court of Appeals for the Seventh Circuit held that enforcing this type of bylaw would violate the act’s antiwaiver provision, which voids any stipulation that allows a person to waive compliance with the act. In Lee ex …
Spac Mergers, Ipos, And The Pslra's Safe Harbor: Unpacking Claims Of Regulatory Arbitrage, 2023 William & Mary Law School
Spac Mergers, Ipos, And The Pslra's Safe Harbor: Unpacking Claims Of Regulatory Arbitrage, Amanda M. Rose
William & Mary Law Review
Communications in connection with an initial public offering (IPO) are excluded from the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 (PSLRA). Unsurprisingly, IPO issuers do not share projections publicly—the liability risk is too great. By contrast, communications in connection with a merger are not excluded from the safe harbor, and special purpose acquisition companies (SPACs) routinely share their merger targets’ projections publicly. Does the divergent application of the PSLRA’s safe harbor in traditional IPOs and SPAC mergers create an opportunity for “regulatory arbitrage” and, if so, what should be done about it? …
Gamestopped: How Robinhood’S Gamestop Trading Halt Reveals The Complexities Of Retail Investor Protection, 2023 Texas A&M University School of Law
Gamestopped: How Robinhood’S Gamestop Trading Halt Reveals The Complexities Of Retail Investor Protection, Neal Newman
Faculty Scholarship
Should brokers have the unfettered right to restrict investor trading? GameStop, a brick-and-mortar video game retailer, had been experiencing declining revenues since 2016. However, GameStop saw its share price climb almost 1000 percent in the span of a one- week period from January 21, 2021 to January 27, 2021 due to retail investors buying significant amounts of GameStop shares during that period. Melvin Capital, a hedge fund, ended up losing billions as they were betting that GameStop shares would lose value instead of increase—a practice referred to as short selling. On January 28, 2021, brokers inexplicably halted trading on GameStop …
Just Following Up: My Experience As A Summer Student Administrator For Osler, Hoskin & Harcourt Llp, 2023 Western University
Just Following Up: My Experience As A Summer Student Administrator For Osler, Hoskin & Harcourt Llp, Bridget Leslie
SASAH 4th Year Capstone and Other Projects: Publications
In this paper, I reflect on my experience as a Summer Student Administrator for Osler, Hoskin & Harcourt LLP where I acquired skills such as proficiency in various software and data analysis as well as professional communication, confidence, and organization. I applied these skills daily to produce quality work, and I am still applying these skills to my academic and personal life almost a year later. The culminating experience of the summer was presenting my own data analysis to a group of executives, which helped me improve my presentation skills and foster confidence in my own abilities. In addition to …
Alexander S. Glover, Et. Al. V. Georgia Mining Ventures, Llc, Et. Al., Order On Motion To Withdraw Admissions, 2023 Judge, Superior Court of Fulton County, Metro Atlanta Business Case Division
Alexander S. Glover, Et. Al. V. Georgia Mining Ventures, Llc, Et. Al., Order On Motion To Withdraw Admissions, Kelly Lee Ellerbe
Georgia Business Court Opinions
No abstract provided.
Covid-19 As A Force Majeure On Joint Venture Agreements, 2023 Western Michigan University
Covid-19 As A Force Majeure On Joint Venture Agreements, Tannya Rebecca
Honors Theses
This thesis explores the legal and practical implications of the COVID-19 pandemic on joint ventures, focusing on the impact of force majeure clauses and supplier-buyer relationships. Drawing on insights from real-world professionals, the study examines the evolving perspectives on whether COVID-19 constitutes a force majeure event that affects supplier-buyer relationships in joint ventures. While the majority of professionals initially regarded COVID-19 as a force majeure event that significantly impacted these relationships between 2020 and 2022, dissenting views have gained traction in 2023.
Examining the legal framework and precedents, the research reveals that courts interpret force majeure clauses based on the …
Comments On Federal Trade Commission Non-Compete Ban Proposed Rule, Matter No. P201200, 2023 American University Washington College of Law
Comments On Federal Trade Commission Non-Compete Ban Proposed Rule, Matter No. P201200, Chaz D. Brooks
Articles in Law Reviews & Other Academic Journals
Within signed law professors and law students submitted this letter to the Federal Trade Commission, writing in their individual capacities, not as agents of their affiliated institutions, in support of the Federal Trade Commission’s proposed rule to ban most non-compete clauses (the “Proposal”) as an unfair method of competition.
This letter offers comments in response to areas where the FTC has requested public comment. To make our views clear, this letter contains the following sections: I. Summary of the Proposal; II. The Commission Should Consider Expanding Its Definition of Non-Compete Clauses to Prevent Employers from Requiring Workers to Quit Before …
Alder Opportunity Lp, Et. Al. V. Cgc Capital Partners, Llc, Et. Al., Order On Pending Motions, 2023 Fulton County Superior Court, Metro Business Case Division
Alder Opportunity Lp, Et. Al. V. Cgc Capital Partners, Llc, Et. Al., Order On Pending Motions, Wesley B. Tailor
Georgia Business Court Opinions
No abstract provided.
North Atlanta Vascular Clinic V. Dr. Thomas Matthews, M.D., Order On Cross-Motions For Summary Judgment, 2023 Fulton County Superior Court, Metro Business Case Division
North Atlanta Vascular Clinic V. Dr. Thomas Matthews, M.D., Order On Cross-Motions For Summary Judgment, Eric A. Richardson
Georgia Business Court Opinions
No abstract provided.
The Ftc's Proposed Rule On Non-Competes, 2023 Yeshiva University, Cardozo School of Law
The Ftc's Proposed Rule On Non-Competes, Heyman Center On Corporate Governance
Event Invitations 2023
Join us for a panel discussion among academics and practitioners moderated by Cardozo Professor Sam Weinstein. We'll dive into current practices with employee non-competes, what the FTC is proposing, the Commission's authority to regulate, and how the proposed rule will affect the business sector.
Startup Biases, 2023 University of Washington - Seattle Campus
Startup Biases, Jennifer S. Fan
Articles
This Article provides an original descriptive account of bias in the startup context and explains why litigation is eschewed and what happens when it is used as a mechanism to combat bias in the venture capital ecosystem. Further, this Article identifies two particular phenomena in the startup context that exacerbate gender and racial bias. First, homophily—the idea that like attracts like—abounds and has been part of the DNA of venture capital since its inception. The thick networks that developed as venture capital made its way from the East Coast to the West Coast were limited to an elite group that …
The Future Of China's U.S.-Listed Firms: Legal And Political Perspectives On Possible Decoupling, 2023 William & Mary Law School
The Future Of China's U.S.-Listed Firms: Legal And Political Perspectives On Possible Decoupling, Rebecca Parry, Qingxiu Bu
William & Mary Business Law Review
There is a long history of Chinese firms raising capital on leading U.S. exchanges. These shares have proved attractive and are estimated at $1 trillion value, in spite of deep mismatches between Chinese internal approaches to corporate governance and those taken under U.S. securities regulations. Chinese listings of nonstate firms, particularly in the technology sector, had depended on a largely laissez-faire initial approach to the expansion through foreign listings, including tolerance of the opaque Variable Interest Entity (VIE) structures adopted as a means to bypass Chinese restrictions on foreign ownership. Concerns regarding data security had, however, prevented compliance by Chinese …
The Rise Of Corporate Guidelines In The United States, 2005-2021: Theory And Evidence, 2023 The Hebrew University of Jerusalem
The Rise Of Corporate Guidelines In The United States, 2005-2021: Theory And Evidence, Asaf Eckstein
Indiana Law Journal
Institutional investors are legally obliged to be faithful stewards of their portfolio companies. Yet, the conventional wisdom among commentators is that institutional investors have failed to perform this obligation because they are not incentivized to make adequate investments in corporate governance. This Article contends that this criticism is based on an incomplete analysis that misses a critical aspect of the operation of institutional investors. The critics focus exclusively on institutional investors’ efforts in actively engaging with the managements of their portfolio companies. They ignore, however, an important passive governance tool that institutional investors routinely use: corporate guidelines. Corporate guidelines are …
Transforming The Future Of Work By Embracing Corporate Social Justice, 2023 Loyola University Maryland
Transforming The Future Of Work By Embracing Corporate Social Justice, Andrea Giampetro-Meyer
Washington and Lee Journal of Civil Rights and Social Justice
Professionals from Generations Y (millennials) and Z (Gen Z or zoomers) expect their employers to embrace diversity, equity and inclusion (DEI). They want to work for companies that support individuals of various races, ethnicities, religions, abilities, genders, and sexual orientations. Professionals from these generations are seeking employers that have created a diverse workforce, clear promotion track, and a commitment to dismantling systemic racism. Companies that want to attract top talent are making DEI a priority. They are also implementing action plans to demonstrate their serious commitment to DEI because millennials and zoomers are quick to recognize and criticize performative approaches. …
Comment On The Fiduciary-Ness Of Business Associations, 2023 University of Tennessee College of Law
Comment On The Fiduciary-Ness Of Business Associations, Brian Krumm
Scholarly Works
No abstract provided.
It’S About Time: Rejection Of The De Minimis Doctrine In State Wage And Hour Laws, 2023 Penn State Dickinson Law
It’S About Time: Rejection Of The De Minimis Doctrine In State Wage And Hour Laws, Abigail Britton
Dickinson Law Review (2017-Present)
Since the passage of the Fair Labor Standards Act (“FLSA”) in 1938, courts have grappled with how to interpret which activities an employee performs for their employer should be considered “work.” The FLSA requires employers pay a minimum wage, pay overtime, and keep records of their employees’ time. However, to calculate these wages based on hours worked, the employer must know what constitutes “work.” Over the 80 years since its enactment, federal courts have adopted rules to determine what counts as work. One doctrine courts apply is the de minimis doctrine. Under the de minimis doctrine, employers do not need …
Following In California’S Footsteps?: Pennsylvania Eliminates The De Minimis Exception In State Wage And Hour Claims, 2023 Penn State Dickinson Law
Following In California’S Footsteps?: Pennsylvania Eliminates The De Minimis Exception In State Wage And Hour Claims, Lauren E. Stahl
Dickinson Law Review (2017-Present)
Under the Fair Labor Standards Act (“FLSA”), employers risk receiving wage and hour violations if they fail to compensate employees for all “hours worked” or fail to adhere to minimum wage and overtime requirements. The de minimis doctrine provides an exception to this general rule and excuses employers from compensating employees for insignificant amounts of time spent on otherwise compensable off-the-clock work activities. Examples of de minimis off-the-clock work activities include waiting for a computer to load or waiting to log onto a computer network. These activities are considered de minimis because they take only a minute or less, and …
The International Restitution Of Classical Antiquity: Creating Uniformity Within Museum Restitution Policy, 2023 Trinity College
The International Restitution Of Classical Antiquity: Creating Uniformity Within Museum Restitution Policy, Jacob Armentrout
Senior Theses and Projects
This thesis will explore the scope of the restitution debate for Greek and Italian classical antiquities and how it has evolved over the past 70 years. Chapter 1 will focus on the scholarly works of well-known figures within the restitution debate, including John Henry Merryman, James (Jim) Cuno, and Patty Gerstenblith. Their work is crucial in developing the terminology that defines the debate and also for understanding their opinions on both sides of the debate. Chapter 2 will center on claims to cultural property and restitution efforts that have been made at both the international and national level. The three …