(At Least) Thirteen Ways Of Looking At Election Lies, 2018 University of Colorado Law School
(At Least) Thirteen Ways Of Looking At Election Lies, Helen Norton
Lies take many forms. Because lies vary so greatly in their motivations and consequences (among many other qualities), philosophers have long sought to catalog them to help make sense of their diversity and complexity. Legal scholars too have classified lies in various ways to explain why we punish some and protect others. This symposium essay offers yet another taxonomy of lies, focusing specifically on election lies — that is, lies told during or about elections. We can divide and describe election lies in a wide variety of ways: by speaker, by motive, by subject matter, by audience, by means of delivery ...
At Your Service: Lawyer Discretion To Assist Clients In Unlawful Conduct, 2018 Boston College Law School
At Your Service: Lawyer Discretion To Assist Clients In Unlawful Conduct, Paul R. Tremblay
Boston College Law School Faculty Papers
The common, shared vision of lawyers’ ethics holds that lawyers ought not collaborate with clients in wrongdoing. Ethics scholars caution that lawyers “may not participate in or assist illegal conduct,” or “giv[e] legal services to clients who are going to engage in unlawful behavior with the attorney as their accomplice.” That sentiment resonates comfortably with the profession’s commitment to honor legal obligations and duties, and to fidelity to the law.
The problem with that sentiment, this Article shows, is that it is not an accurate statement of the prevailing substantive law. The American Bar Association’s model standards ...
Distributed Ledgers, Traceable Shares, And The Division Of Power In Corporate Law, 2018 University of Georgia School of Law
Distributed Ledgers, Traceable Shares, And The Division Of Power In Corporate Law, Christopher M. Bruner
Review of Traceable Shares and Corporate Law, 113 Nw. U. L. Rev. __ by George S. Geis (forthcoming 2018)
The Up-C Revolution, 2018 University of Georgia School of Law
The Up-C Revolution, Gregg D. Polsky, Adam H. Rosenzweig
Over the past few years, a revolutionary new tax structure, known as the Up-C, has become increasingly popular, particularly in instances where an LLC is being taken public. In such an Up-C IPO, a newly formed C corporation is placed on top of the existing LLC, which continues to operate the business. Shares of the C corporation are sold to new investors, and the proceeds are used by the C corporation to buy an interest in the LLC. Meanwhile, the legacy owners of the LLC (typically, founders and private investment funds) retain their interests in the LLC, while receiving exchange ...
Evolving Norms Of Corporate Social Responsibility: Lessons Learned From The European Union Directive On Non-Financial Reporting, 2018 Saint Louis University School of Law
Evolving Norms Of Corporate Social Responsibility: Lessons Learned From The European Union Directive On Non-Financial Reporting, Constance Z. Wagner
All Faculty Scholarship
This article examines an important development in the field of corporate social responsibility, namely theadoption of a 2014 European Union Directive (“2014 EU Directive”) mandating non-financial reporting by certain large companies. Such disclosure has traditionally been provided by businesses on a voluntary basis, but the 2014 EU Directive reflects an emerging global trends toward mandatory reporting. Such trend emerged in response to the perceived low quantity and poor quality of information disclosed voluntarily onsocial and environmental topics of importance to corporate stakeholders. The author analyzes the history and development of policy and legislation on this issue both at the European ...
The Dragon And The Eagle: Reforming China’S Securities Ipo Laws In The U.S. Model, Pros And Cons, 2018 Levin College of Law, University of Florida
The Dragon And The Eagle: Reforming China’S Securities Ipo Laws In The U.S. Model, Pros And Cons, Stuart R. Cohn, Miao Yinzhi
Washington University Global Studies Law Review
China is about to undergo a major reform of its securities offering and listing processes. Since the inception of China’s securities market in the early 1990s, the government has exercised tight control to determine which companies will be allowed to engage in initial public offerings and become listed on a national exchange. The system has led to both corruption and favoritism and has blocked numerable companies from access to capital markets. With the ascension in 2013 of Xi Jinping and Li Keqiang as the heads of the Chinese Communist Party and Premier, the government adopted reform of the market ...
Examining The Jpmorgan “Princeling” Settlement: Insight Into Current Foreign Corrupt Practices Act (Fcpa) Interpretation And Enforcement, Beverley Earle, Anita Cava
Washington University Global Studies Law Review
Shortly after the November 2016 U.S. Presidential election, JP Morgan Chase and JP Morgan Securities (Asia Pacific) settled and signed a non-prosecution agreement (NPA) in which they agreed to pay over $264 million to the DOJ, SEC and the Federal Reserve. The entities acknowledged that they had engaged in quid pro quo arrangements with Chinese officials for a number of years, employing relatives deemed “princelings” in return for favored treatment. Although JP Morgan Chase had ended the program in 2013, evidence of willful and widespread violations of the FCPA resulted in little prosecutorial credit. We examine this and other ...
Constitutive Compliance, 2018 Brooklyn Law School
Constitutive Compliance, Edward Janger
No abstract provided.
A Relationship Of Reciprocal Influence: Singapore Company Law And The Economy, 2018 Singapore Management University
A Relationship Of Reciprocal Influence: Singapore Company Law And The Economy, Vincent Ooi
Research Collection School Of Law
A strong reciprocal relationship has existed between Singapore Company Law (“SCL”) and the economy since Independence in 1965. Swift Parliamentary responses to economic events and successful implementation of Government policies has made it possible to clearly attribute cause and effect to statutory amendments and economic events in turn, proving the reciprocal relationship between the two. The first theme of this paper seeks to explain the fundamental characteristics of SCL that have resulted in such an unusually strong reciprocal relationship: the 1) Autochthonous nature of SCL; 2) Responsive nature of legislation; and 3) Government control at multiple levels of implementation. The ...
Regulating Fintech, 2018 Texas A&M University School of Law
Regulating Fintech, William Magnuson
The financial crisis of 2008 has led to dramatic changes in the way that finance is regulated: the Dodd-Frank Act imposed broad and systemic regulation on the industry on a level not seen since the New Deal. But the financial regulatory reforms enacted since the crisis have been premised on an outdated idea of what financial services look like and how they are provided. Regulation has failed to take into account the rise of financial technology (or “fintech”) firms and the fundamental changes they have ushered in on a variety of fronts, from the way that banking works, to the ...
The Public Cost Of Private Equity, 2018 Texas A&M University School of Law
The Public Cost Of Private Equity, William Magnuson
This Article presents a theory of the corporate governance costs of private equity. In doing so, it challenges the common view that private equity’s governance structure has resolved, or at least significantly mitigated, one of the fundamental tensions in corporate law, that is, the conflict between management and ownership. The Article argues that this widespread perception about the corporate governance benefits of private equity overlooks the many ways in which the private equity model, far from eliminating agency costs, in fact exacerbates them. These governance costs include compensation structures that incentivize excessive risk-taking, governance rights that provide investors with ...
Activist Directors And Agency Costs: What Happens When An Activist Director Goes On The Board?, 2018 Columbia Law School
Activist Directors And Agency Costs: What Happens When An Activist Director Goes On The Board?, John C. Coffee, Robert J. Jackson Jr., Joshua Mitts, Robert Bishop
We develop and apply a new and more rigorous methodology by which to measure and understand both insider trading and the agency costs of hedge fund activism. We use quantitative data to show a systematic relationship between the appointment of a hedge fund nominated director to a corporate board and an increase in informed trading in that corporation’s stock (with the relationship being most pronounced when the fund’s slate of directors includes a hedge fund employee). This finding is important from two different perspectives. First, from a governance perspective, activist hedge funds represent a new and potent force ...
Exploring The Relationship Between Executive Compensation And Corporate Mergers And Acquisitions, 2018 University of Windsor
Exploring The Relationship Between Executive Compensation And Corporate Mergers And Acquisitions, Akiva Stern
Corporate Governance is one of the most important aspects of corporate life. The role requires individuals to have a moderate, if not excellent command of not only the industry they are operating within, but the basic tenants of many disciplines including law and finance. It is therefore important to not only view how these disciplines contribute to their knowledge individually, but also how they might work together to provide a better insight into governing a company on a day-to-day basis.
A predominant decision that often comes under scrutiny is the relationship between executive compensation and M&A Activity. This paper ...
To Be Creditor Or To Be Shareholder, That Is The Question: Is The Debt-For-Equity Swap Creditors’ Financial Suicide?, Jongho Kim
The Journal of Business, Entrepreneurship & the Law
This Article deals with debt-for-equity swap-related issues in Korean corporate restructuring procedures. Debt-for-equity swaps were widely employed during the Latin American foreign debt restructuring process, but the Korean case is slightly different. Because the creditors of reorganizing corporations are mainly Korean domestic financial institutions rather than foreign creditors, this type of financial scheme is applied under local law. The following examines the legal aspects of debt-for-equity swaps, which have been promoted as a way to eliminate excessive insolvent loans and financial debts (and stood in the way of restructuring, via IMF bail-out funds). It also discusses how a debt-for-equity swap ...
Southern States Chemical Inc., Final Order Granting Defendants' Summary Judgment, 2017 Fulton County Superior Court
Southern States Chemical Inc., Final Order Granting Defendants' Summary Judgment, Alice D. Bonner
Georgia Business Court Opinions
No abstract provided.
Tax In The World Of Antitrust Enforcement: European Commission’S State Aid Investigations Into Eu Member States’ Tax Rulings, Nina Hrushko
Brooklyn Journal of International Law
In August 2016, after a two-year investigation, the European Commission issued a negative State aid ruling against Ireland, finding that the country had provided illegal tax benefits to Apple Inc. and requesting the government to collect €13 billion in retroactive taxes from the company. This decision sparked a heated debate around the globe about the European Commission’s authority to interfere into the individual EU Member States’ fiscal policies and order retroactive tax recoveries. This Note explores the application of EU State aid rules to tax laws and, in particular, EU Member States’ tax rulings, and discusses the European Commission ...
The Unicorn Governance Trap, 2017 Boston College Law School
The Unicorn Governance Trap, Renee M. Jones
Boston College Law School Faculty Papers
The recent trend of large-scale start-up companies delaying an IPO creates a new kind of corporate governance problem. The prevalence of “unicorns” – privately held companies with market valuations of $1 billion or more – means the disciplinary mechanisms on which investors traditionally relied no longer function to prevent misconduct or mismanagement by unicorn founders. High profile frauds by unicorns like Zenefits and Theranos, and the recent travails of Uber highlight the need to rethink unicorn governance structure. These burgeoning controversies call for reconsideration of legal reforms that allow unicorns to remain for protracted periods in an ill-defined limbo between private and ...
Budzko V. One City Center Associates Limited Partnership: Maine's Unique Approach To Business Owners' Duty To Remove Ice And Snow, 2017 University of Maine School of Law
Budzko V. One City Center Associates Limited Partnership: Maine's Unique Approach To Business Owners' Duty To Remove Ice And Snow, Jennifer A.W. Williams
Maine Law Review
In February 2001, the Maine Supreme Judicial Court, sitting as the Law Court, decided for the first time in Budzko v. One City Center Associates Limited Partnership, what duty of care a business landowner owes to business invitees regarding the accumulation of ice and snow during a storm. Terry Budzko slipped and fell as she was exiting One City Center, the building in which her employer leased office space. The steps had not been shoveled or sanded and a snowstorm had been progressing throughout the day. The Law Court, placing heavy reliance on the factor of foreseeability, held that “[b ...
The Crisis In Corporate Governance: 2002 Style, 2017 University of Maine School of Law
The Crisis In Corporate Governance: 2002 Style, Robert W. Hamilton
Maine Law Review
The period from November 1, 2001 to October 1, 2002 has been an astonishing period for corporate governance in many respects. It began with the completely unexpected collapse of Enron Corporation on November 1, 2001, followed almost immediately thereafter by widely publicized downward profit restatements and bankruptcy filings by a significant number of telecommunication companies. Since November 1, 2001, there have been numerous public reports of fraud, misconduct, and scandals by directors of other well-known corporations such as Lucent Technologies, Kmart, Merck & Co., and Rite Aid Corporation. There also have been disclosures of many instances in which corporate officers and ...
The Seventeenth Annual Albert A. Destefano Lecture On Corporate, Securities & Financial Law At The Fordham Corporate Law Center, 2017 Fordham University School of Law
The Seventeenth Annual Albert A. Destefano Lecture On Corporate, Securities & Financial Law At The Fordham Corporate Law Center, Caroline M. Gentile, The Honorable Karen L. Valihura
Fordham Journal of Corporate & Financial Law
No abstract provided.