Open Access. Powered by Scholars. Published by Universities.®

Commercial Law Commons

Open Access. Powered by Scholars. Published by Universities.®

3,323 Full-Text Articles 2,121 Authors 1,261,553 Downloads 82 Institutions

All Articles in Commercial Law

Faceted Search

3,323 full-text articles. Page 1 of 49.

Super Liens To The Rescue? A Case Against Special Districts In Real Estate Finance, Christopher K. Odinet 2015 Southern University Law Center

Super Liens To The Rescue? A Case Against Special Districts In Real Estate Finance, Christopher K. Odinet

Christopher K. Odinet

In a time of limited resources and sluggish economic growth, competition between cities has become palpable, and the race for new investment often dictates the public agenda. To that end, the explosive growth of public-private partnerships between local governments and private investors has resulted in the creation of a myriad of special taxing districts, the purposes of which are limited only by the imagination. Of particular concern has been the growth of certain real estate development-related districts. Although first conceived to fund critical improvements where conventional credit was not available, in more recently years these special districts have been used ...


When Lenders Can Legally Provide Loans With Effective Annual Interest Rates Above 1,000 Percent, Is It Time For Congress To Consider A Federal Interest Cap On Consumer Loans?, Victor D. Lopez 2015 Hofstra University

When Lenders Can Legally Provide Loans With Effective Annual Interest Rates Above 1,000 Percent, Is It Time For Congress To Consider A Federal Interest Cap On Consumer Loans?, Victor D. Lopez

Victor D. Lopez

The question of whether interest rates should be regulated for the good of society has been debated by secular and religious authorities for millennia. Restrictions on the highest rate of interest allowed by law (if any) are generally set by the states. In the U.S., whether citizens are protected against unreasonably high interest rates is generally a matter for state legislatures to decide. In this article, the current laws of the 50 states and the District of Columbia are examined with regards to the issue of usury, as well as the challenges posed by federal law for states who ...


The Elephant In The Room, Troy B. Albert 2015 Lewis & Clark Law School

The Elephant In The Room, Troy B. Albert

Troy B Albert

Every 15 minutes, a poacher kills an elephant for its ivory. If this rate continues, the African elephant could become extinct in 20 years. Although federal law has strictly regulated the ivory market for several decades, the United States remains one of the largest markets for illegal wildlife products in the world. Because there are little to no enforcement mechanisms or verification processes by which to definitively distinguish legal from illegal ivory after reaching domestic markets, illegal ivory is easily mixed in with legal stocks. New regulations have been promulgated but are they enough?


Hardship: A Remedy For Changed Circumstances In International Commercial Contracts, Raul Henrique Pereira de Souza Fleury 2015 American University Washington College of Law

Hardship: A Remedy For Changed Circumstances In International Commercial Contracts, Raul Henrique Pereira De Souza Fleury

Raul Henrique Pereira de Souza Fleury

Long-term commercial transactions can transform into an agreement far different than the anticipated by the parties due to unforeseeable circumstances. In the international field such possibility is greater. This places a hard burden to business persons around the globe, since their mutual purpose is to see their business transaction achieve its goal. In trying to assess and manage the potential negative effects of changed circumstances, international business practice had developed the hardship clause. This article focus on the historical origin and development of the hardship clause, its requirements, the adoption of similar remedies by domestic legislation, and how it has ...


Some Basic Marxist Concepts To Understand Income Tax, John Passant 2015 University of Wollongong; Australian National University

Some Basic Marxist Concepts To Understand Income Tax, John Passant

John Passant

The paper introduces readers to some basic Marxist concepts to give the building blocks for an alternative understanding of tax and perhaps even to inspire some to use these concepts and ideas in their future research. It argues that the tax system reflects the phenomena of wealth and income and that there is a deeper reality obscured and ignored by the income tax system as an outcrop of a capitalist system which does the same. This deeper reality is that capital exploits workers and that profit, rent, interest and the like are the money form of the unpaid labour of ...


Yates V. United States: The Supreme Court Lets Florida Fisherman Off The Hook For Sarbanes-Oxley Charge, Collin McCarthy 2015 Golden Gate University School of Law

Yates V. United States: The Supreme Court Lets Florida Fisherman Off The Hook For Sarbanes-Oxley Charge, Collin Mccarthy

GGU Law Review Blog

Capt. of a commercial fishing boat was charge under Sarbanes-Oxley of “destruction, alteration, or falsification of records in Federal investigations and bankruptcy,” to wit, fish illegally caught.


Broad Shareholder Value And The Inevitable Role Of Conscience, Paul D. Weitzel, Zachariah J. Rodgers 2015 Davis Polk & Wardwell, LLP

Broad Shareholder Value And The Inevitable Role Of Conscience, Paul D. Weitzel, Zachariah J. Rodgers

Paul D. Weitzel

This article proposes an integrative solution to the modern debate on corporate purpose, the question of whether directors and officers must solely maximize profits or whether they may consider the effects on employees, the environment or the community. Many find pure profit maximization unseemly and suggest alternative theories, typically arguing that corporations owe a duty to a broader range of stakeholders. This position is inconsistent with the case law and unnecessary to allow conscience in the board room. We resolve the issue more simply by acknowledging that the purpose of a corporation is to promote the shareholders’ interests, which includes ...


Recovery Of Damages For Lost Profits: The Historical Development, Robert M. Lloyd, Nicholas J. Chase 2015 University of Tennessee, Knoxville

Recovery Of Damages For Lost Profits: The Historical Development, Robert M. Lloyd, Nicholas J. Chase

Robert M Lloyd

ABSTRACT

Recovery of Damages for Lost Profits: The Historical Development

The rule of Hadley v. Baxendale is widely considered the most important rule of contract damages. In fact, however, the rule that damages must be proven with reasonable certainty is far more important in the modern practice of law. The reasonable certainty rule originated in Roman law and came to the common law through the civil law of Western Europe, developing first in the United States and spreading from the United States to England.

The rule of Hadley v. Baxendale developed much in the same way, and, contrary to popular ...


Installation Failure: How The Predominant Purpose Test Has Perpetuated Software’S Uncertain Legal Status Under The Uniform Commercial Code, Spencer Gottlieb 2015 University of Michigan Law School

Installation Failure: How The Predominant Purpose Test Has Perpetuated Software’S Uncertain Legal Status Under The Uniform Commercial Code, Spencer Gottlieb

Michigan Law Review

Courts have struggled to uniformly classify software as a good or a service and have consequently failed to apply a consistent body of law in that domain. Instead, courts have relied on the predominant purpose test to determine whether the Uniform Commercial Code (“UCC”) or common law should apply to a given software contract. This test, designed for traditional goods and services that do not share software’s complexity or rapid advancement, has perpetuated the uncertainty surrounding software’s legal status. This Note proposes that courts adopt the substantial software test as an alternative to the predominant purpose test. Under ...


Identifying The Honest Debtor: Section 727(A)(4)(A) Of The Bankruptcy Code And The Need For Consistency In Denial Of Discharge Proceedings, Andrew F. Emerson 2015 Palmer & Manuel LLP

Identifying The Honest Debtor: Section 727(A)(4)(A) Of The Bankruptcy Code And The Need For Consistency In Denial Of Discharge Proceedings, Andrew F. Emerson

Andrew Emerson

No abstract provided.


Identifying The Honest Debtor: Section 727(A)(4)(A) Of The Bankruptcy Code And The Need For Consistency In Denial Of Discharge Proceedings, Andrew F. Emerson 2015 Palmer & Manuel LLP

Identifying The Honest Debtor: Section 727(A)(4)(A) Of The Bankruptcy Code And The Need For Consistency In Denial Of Discharge Proceedings, Andrew F. Emerson

Andrew Emerson

No abstract provided.


Youtube Marketing: Legality Of Sponsorship And Endorsement In Advertising, Katrina Wu 2015 University of San Diego

Youtube Marketing: Legality Of Sponsorship And Endorsement In Advertising, Katrina Wu

Katrina Wu

YouTube endorsement marketing, sometimes referred to as native advertising, is a form of marketing where advertisements are seamlessly incorporated into the video content unlike traditional commercials. The paper categorizes YouTube endorsement marketing into three forms: (1) direct sponsorship where the content creator partners with the sponsor to create videos, (2) affiliated links where the content creator gets a commission resulting from purchases attributable to the content creator, and (3) free product sampling where products are sent to content creators for free to be featured in a video. Examples in each of the three forms of YouTube marketing can be observed ...


Bridgefunding Is Crowdfunding For Startups Across The Private Equity Gap, Seth C. Oranburg 2015 Florida State University

Bridgefunding Is Crowdfunding For Startups Across The Private Equity Gap, Seth C. Oranburg

Seth C Oranburg

Title III of the JOBS Act of 2012, which attempts to encourage entrepreneurship by allowing startups and small business to sell stock to the general public over the Internet through “crowdfunding,” is completely backwards. Its ceiling should be a floor—the $1 million limit should be inverted. By capping startups at raising $1 million from crowdfunding, the JOBS Act does not address the private equity gap, a fundamental problem in startup markets, and exposes unsophisticated investors to risk and fraud.

This Article presents a regulatory framework premised on “bridgefunding,” an approach that this article develops to protect new investors by ...


Examining Success, Jonathan C. Lipson 2015 Temple University

Examining Success, Jonathan C. Lipson

Jonathan C. Lipson

Chapter 11 of the Bankruptcy Code presumes that managers will remain in possession and control of a corporate debtor. This presents an obvious agency problem: these same managers may have gotten the company into trouble in the first place. The Bankruptcy Code thus includes checks and balances in the reorganization process, one of which is supposed to be an “examiner,” a private individual appointed to investigate and report on the debtor’s collapse.

We study their use in practice. Extending prior research, we find that examiners are exceedingly rare, despite the fact that they should be “mandatory” in large cases ...


Flexible Finality In Bankruptcy: The Right To Appeal A Denial Of Plan Confirmation, Joseph L. Nepowada 2015 Barry University

Flexible Finality In Bankruptcy: The Right To Appeal A Denial Of Plan Confirmation, Joseph L. Nepowada

Joseph L Nepowada

This Article examines the current state of the law interpreting what “finality” means in context of a bankruptcy proceeding and what effect that interpretation has on the appealability of certain orders, such as the denial of plan confirmation under a Chapter 13 bankruptcy proceeding. The article highlights nine courts of appeals and their decisions concerning the appealability of a denial of a plan confirmation and it is apparent that the courts are split with three courts of appeal allowing a debtor to appeal a denial of plan confirmation as a matter of right, while six courts of appeal will deny ...


People's Republic Of China - The 1983 Joint Venture Implementing Regulations - The Supplement Of Detail, In An Attempt To Attract Foreign Investment, Eileen Golden 2015 University of Georgia School of Law

People's Republic Of China - The 1983 Joint Venture Implementing Regulations - The Supplement Of Detail, In An Attempt To Attract Foreign Investment, Eileen Golden

Georgia Journal of International & Comparative Law

No abstract provided.


The Very Specialized United States Generalized System Of Preferences: An Examination Of Renewal Changes And Analysis Of Their Legal Effect, Gregory C. Dorris 2015 University of Georgia School of Law

The Very Specialized United States Generalized System Of Preferences: An Examination Of Renewal Changes And Analysis Of Their Legal Effect, Gregory C. Dorris

Georgia Journal of International & Comparative Law

No abstract provided.


Congress' Role In The International Unification Of Private Law, Peter H. Pfund, George Taft 2015 United States Department of State

Congress' Role In The International Unification Of Private Law, Peter H. Pfund, George Taft

Georgia Journal of International & Comparative Law

No abstract provided.


The Personal Liability Of Insurance Claims Adjusters For Insurance Bad Faith, Chad G. Marzen 2015 Florida State University

The Personal Liability Of Insurance Claims Adjusters For Insurance Bad Faith, Chad G. Marzen

Chad G. Marzen

One of the currents of change sweeping through the insurance industry is the rise of insurance bad faith liability. There is an emerging legal question today as to whether the individual employee adjusters of insurance companies can be subject to bad faith liability.

This article examines the question of whether employee-adjusters of insurance companies can and should be held liable for insurance bad faith liability. Early reported cases involving personal liability for bad faith generally held that insurance company employee adjusters were immune from bad faith claims as they were not in privity of contract with insureds. However, three significant ...


Worlds Colliding: Competition Policy And Bankruptcy Fire Sales, Max Huffman 2015 Indiana University School of Law -- Indianapolis

Worlds Colliding: Competition Policy And Bankruptcy Fire Sales, Max Huffman

Max Huffman

Modern business bankruptcies commonly involve mergers and acquisitions pursued as “fire sales.” The bankruptcy forum and the unique incentives bankruptcy creates allow those acquisitions to take place with reduced constituent involvement and regulatory oversight. Those fire sale transactions may present antitrust concerns where they lead to undue concentration in the relevant marketplace. This paper studies the poorly explored tension between bankruptcy law, which favors mergers and acquisitions as value-maximizing propositions and creates opportunity for fire sales, and antitrust law, which disfavors combinations leading to undue concentrations of economic power. The substantial tension manifests both as a matter of substantive law ...


Digital Commons powered by bepress