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How Irrational Actors In The Ceo Suite Affect Corporate Governance, Renee M. Jones 2018 Boston College Law School

How Irrational Actors In The Ceo Suite Affect Corporate Governance, Renee M. Jones

Boston College Law School Faculty Papers

No abstract provided.


Rise Of The Machines: The Legal Implications For Investor Protection With The Rise Of Robo-Advisors, Bret E. Strzelczyk 2018 DePaul University College of Law

Rise Of The Machines: The Legal Implications For Investor Protection With The Rise Of Robo-Advisors, Bret E. Strzelczyk

DePaul Business and Commercial Law Journal

This note examines the complex state of financial innovation and preexisting investor protection regimes, mainly the Investment Advisers Act of 1940, which do not properly address the question of whether a robo-advisor platform serving as registered investment advisers satisfies the fiduciary standard elements laid out in the Act. This article examines the current regulation from the Department of Labor, the Financial Industry Regulatory Authority, and the Securities and Exchange Commission and addresses the inadequacies in each regulatory entity’s policy prescription. This article contends that robo-advisors can not act as a fiduciary for several reasons – primarily because these platforms do ...


Consumers In Shock: How Federal Government Overregulation Led Mylan To Acquire A Monopoly Over Epinephrine Autoinjectors, Nicole O'Toole 2018 DePaul University College of Law

Consumers In Shock: How Federal Government Overregulation Led Mylan To Acquire A Monopoly Over Epinephrine Autoinjectors, Nicole O'Toole

DePaul Business and Commercial Law Journal

The philosophy that federal government intervention increases costs and decreases options and values available to consumers can be analyzed across a plethora of markets. This Note will focus on the epinephrine autoinjector market, specifically looking at Mylan's epinephrine autoinjector known as the EpiPen. Today, the EpiPen is considered the “Kleenex” of epinephrine autoinjectors as it is estimated to control over ninety percent of the market share. From a Darwinist perspective it would appear that because the EpiPen controls most of the market, it must be the most superior product available to consumers. However, as this note will cover, this ...


Over- And Under-Funding: Crowdfunding Concerns Of The Parties Involved, Tanya M. Marcum J.D., Eden S. Blair PhD 2018 Bradley University

Over- And Under-Funding: Crowdfunding Concerns Of The Parties Involved, Tanya M. Marcum J.D., Eden S. Blair Phd

DePaul Business and Commercial Law Journal

Financial collaboration for new business ventures or the expansion of existing businesses utilizing the internet and social media is expanding. One area of growth is in the area of crowdfunding. Crowdfunding or crowdsourcing is known as collaborative funding using the internet to attract many investors to a new business venture.


Regulating In Uncertainty: Animating The Public Health Product Safety Net To Capture Consumer Products Regulated By The Fda That Use Innovative Technologies, Including Nanotechnologies, Genetic Modification, Cloning, And Lab Grown Meat, Katharine A. Van Tassel 2018 Concordia University School of Law, Boise

Regulating In Uncertainty: Animating The Public Health Product Safety Net To Capture Consumer Products Regulated By The Fda That Use Innovative Technologies, Including Nanotechnologies, Genetic Modification, Cloning, And Lab Grown Meat, Katharine A. Van Tassel

Katharine Van Tassel

This Article will use nanotechnology as an example that highlights how regulation based on novelty rather than hazard achieves the proper balance between protecting public health while encouraging innovation through the animation of the public health product safety net. In Part II, this Article starts by explaining what nanotechnology is and the remarkable growth of its use in everyday consumer products. It then summarizes the steadily increasing number of studies that suggest that there are likely to be serious health risks associated with the use of nanotech consumer products. Next, it explains how the FDA [Food and Drug Administration] is ...


'A Body Of Sound Practical Common Sense': Law Reform Through Lay Judges, Public Choice Theory, And The Transformation Of American Law, Gregory S. Sergienko 2018 Concordia University School of Law

'A Body Of Sound Practical Common Sense': Law Reform Through Lay Judges, Public Choice Theory, And The Transformation Of American Law, Gregory S. Sergienko

Greg Sergienko

... [T]hree of the earliest and most influential proponents of the argument that public choice theory implies that courts produce better rules than legislators are Judge Frank Easterbrook, Judge Richard Posner, and Justice Antonin Scalia. These proponents of social choice theory conclude from this that judicial decisions are more to be trusted than legislative decisions and therefore favor a variety of devices to expand judicial power. These include interpreting statutes restrictively, which leaves the decision up to the pre-existing judge-made law; interpreting statutes in a common-law fashion, which allows judges their traditional rule-making powers; and ignoring legislative intent, which leaves ...


Full Faith And Credit, Choice Of Laws, And Extraterritorial Regulation Of Corporate Transactions, Gregory S. Sergienko 2018 Concordia University School of Law

Full Faith And Credit, Choice Of Laws, And Extraterritorial Regulation Of Corporate Transactions, Gregory S. Sergienko

Greg Sergienko

In a federal system in which each state may enact laws providing for the chartering and governance of corporations and in which corporations can and do conduct business in more than one state, several states may claim an interest in regulating the conduct of a given corporation. The enactment of state laws that are intended to restrict hostile corporate takeovers and that purport to extend to foreign corporations is one example of this phenomenon. "Typically, any of a number of jurisdictional links might trigger the application of such an anti-takeover statute: the target's being incorporated in the state, its ...


How Irrational Actors In The Ceo Suite Affect Corporate Governance, Renee M. Jones 2018 Boston College Law School

How Irrational Actors In The Ceo Suite Affect Corporate Governance, Renee M. Jones

Renee Jones

No abstract provided.


Aproximación A Los Mecanismos Para Completar El Contrato Desde La Teoría Económica. El Caso De La Cadena Alimentaria, Teresa Rodríguez-Cachón 2018 ALACDE

Aproximación A Los Mecanismos Para Completar El Contrato Desde La Teoría Económica. El Caso De La Cadena Alimentaria, Teresa Rodríguez-Cachón

The Latin American and Iberian Journal of Law and Economics

The economic theory of the contract has put into the firing line of legal debate the relevance of taking into account the incomplete nature of this legal instrument, coming from the bounded rationality of human beings and from the existence of transaction costs. From this point of view, it is necessary to study legal system mechanisms to correct this problem. These mechanisms, apart from being particularly relevant in long-term contractual relations, differ according to the nature of each relation. Among all, special attention is focused on default rules as a mechanism to fill in contracts and their application to the ...


Manufactured Deadlocks? The Problematic “Bad Faith Defense” To Forced-Sales Of Delaware Corporations Under Section 226 Of The Delaware General Corporation Law, Brian C. Durkin 2018 Boston College Law School

Manufactured Deadlocks? The Problematic “Bad Faith Defense” To Forced-Sales Of Delaware Corporations Under Section 226 Of The Delaware General Corporation Law, Brian C. Durkin

Boston College Law Review

Title 8, Section 226 of the Delaware General Corporation Law authorizes courts to force the sale of Delaware corporations when the stockholders or directors are in a state of complete deadlock. Some courts have tentatively acknowledged that a party may successfully oppose the sale by arguing that the stockholder bringing a Section 226 action has done so in bad faith by manufacturing a deadlock in the hopes of obtaining a court-ordered sale (i.e., the “bad faith defense”). This Note explores the idea of the manufactured deadlock in Section 226 actions, through the lens of Shawe v. Elting, a recent ...


Not So Good: The Classification Of “Smart Goods” Under Ucc Article 2, Chadwick L. Williams 2018 Georgia State University College of Law

Not So Good: The Classification Of “Smart Goods” Under Ucc Article 2, Chadwick L. Williams

Georgia State University Law Review

Refrigerators can now tweet. Today, almost sixty years after the states widely adopted the Uniform Commercial Code (UCC), the line between goods and services is more blurred than ever. When the UCC was drafted, a good was the simple opposite of a service. A good was something “movable” and tangible, and a service was not. Article 2 of the UCC, which governs sales, limits its scope to goods.

However, because Article 2 was drafted long before the proliferation of so-called “smart goods,” courts continuously struggle to determine when a smart good falls within Article 2’s scope. Courts have developed ...


Traduction De « Has Capitalism Failed In Law? » (1937) Par Hermann Kantorowics, Matthieu Forlodou 2018 Institut d'etudes avancées de Nantes

Traduction De « Has Capitalism Failed In Law? » (1937) Par Hermann Kantorowics, Matthieu Forlodou

Matthieu Forlodou

This translation attempt of: Hermann Kantorowicz, Has Capitalism Failed in Law? (1937), is part of a series of translations of texts written by major legal scholars (American, English, German mainly) during the inter-war period at a time when capitalism was vigourously debated in the context of both communist and facist states in the world.
The main idea behind this project is to give a view of the main practical and theoretical issues as well as the basic arguments that historically - in the aftermath of the Second World War- formed the international background of the debate about the present and future ...


Valuation Of Intellectual Property: Placing A Dollar Value On Technology (Or, Are Real-Options Real?), Gordon V. Smith 2018 University of Maine School of Law

Valuation Of Intellectual Property: Placing A Dollar Value On Technology (Or, Are Real-Options Real?), Gordon V. Smith

Maine Law Review

Valuation professionals have for a long time been appraising business enterprises and their underlying assets. The “dot-com” New Economy has dramatically changed how businesses can do business and has introduced us to some new forms of intellectual property rights. Have these changes altered our valuation methodologies? Prior to the 1960s, when valuation professionals were faced with a situation in which the value of a business enterprise appeared to exceed the value of its underlying assets, the difference was ascribed to “goodwill” or “blue sky.” No real effort was made to identify the constituents of this catch-all category, it was simply ...


The Perfection And Priority Rules For Security Interests In Copyrights, Patents, And Trademarks: The Current Structural Dissonance And Proposed Legislative Cures, Thomas M. Ward 2018 University of Maine School of Law

The Perfection And Priority Rules For Security Interests In Copyrights, Patents, And Trademarks: The Current Structural Dissonance And Proposed Legislative Cures, Thomas M. Ward

Maine Law Review

The structural legal dissonance that undermines the effective financing of federal intellectual property rights (patents, trademarks registrations, copyrights, and maskworks) is rooted in the prominence of title in both the early conceptual history of personal property financing and in the language of the federal tract recording acts. While genuine ownership transfers have always represented the prototype under the federal intellectual property recording statutes, transfers intended for security were also originally included because of the early judicial thinking about the importance of title to the validity (against third parties) of a “mortgage” right in intangible personal property. As products of their ...


Revised Article 9 And Intellectual Property Asset Financing, Raymond T. Nimmer 2018 University of Maine School of Law

Revised Article 9 And Intellectual Property Asset Financing, Raymond T. Nimmer

Maine Law Review

Commercial asset value today often resides primarily in information assets, rather than in the physical assets that dominated the industrial age (goods and real estate). While tangible assets continue to have value, of course, the shift toward intangibles as value is significant and has been occurring for some time. We have not yet seen its end. More important, we have not yet come to grips with its meaning, either for commercial contract law or for commercial asset-based financing. Attitudes and approaches from the commercial world before intangible assets took center stage continue to influence how modern law treats information assets ...


Brief Of Amici Curiae Corporate Law Professors In Masterpiece Cakeshop, Ltd. V. Colorado Civil Rights Commission, Harold Kent Greenfield, Daniel A. Rubens 2018 Boston College Law School

Brief Of Amici Curiae Corporate Law Professors In Masterpiece Cakeshop, Ltd. V. Colorado Civil Rights Commission, Harold Kent Greenfield, Daniel A. Rubens

Kent Greenfield

Professor Greenfield was the principal author of an amicus brief on behalf of 33 corporate law professors in Masterpiece Cakeshop, Ltd. v. Colorado Civil Rights Commission, argued in December 2017. The brief argues that shareholders’ religious and political beliefs should not be projected onto a corporation for purposes of First Amendment accommodation.


The Case For Tipping And Unrestricted Tip-Pooling: Promoting Intrafirm Cooperation, Samuel Estreicher, Jonathan Remy Nash 2018 New York University School of Law

The Case For Tipping And Unrestricted Tip-Pooling: Promoting Intrafirm Cooperation, Samuel Estreicher, Jonathan Remy Nash

Boston College Law Review

No law in the United States requires or prohibits customers from tipping employees for satisfactory service. Tip income is typically regarded as belonging to employees and may not be appropriated by the employer. Tipping is a widespread phenomenon in certain settings–restaurants, hotels, and gambling casinos. It is a form of performance-based variable compensation that is generally not found elsewhere in this country, where employees generally prefer fixed incomes over a defined period. As a general matter, our laws allow tipping but regulate the sharing of tip income among employees. In the restaurant setting, tip-pooling occurs when tips received by ...


Organic Corporate Governance, Robert C. Bird, Stephen Kim Park 2018 University of Connecticut

Organic Corporate Governance, Robert C. Bird, Stephen Kim Park

Boston College Law Review

A publicly-held corporation maintains a system of governance through separation of ownership and control of the firm. Under this framework, corporations attract capital and repatriate profits to their shareholders under the authority vested in the board of directors. However, significant evidence exists that Chief Executive Officers (“CEOs”) are commonly driven by self-interest, boards often indulge CEOs, and shareholders find it difficult to monitor management. Many recent reforms have sought to improve corporate governance through regulatory interventions that empower shareholders. This Article identifies the limitations of this approach and advances a new model that looks within the “black box” of the ...


Online And “As Is”, Colin P. Marks 2018 Pepperdine University

Online And “As Is”, Colin P. Marks

Pepperdine Law Review

Online retail is a multi-billion-dollar industry in the United States. Consumers enjoy the ease with which they can browse, click, and order goods from the comfort of their own homes. Though it may come as no surprise to most lawyers, retailers are taking advantage of online transactions by attaching additional terms and conditions that one would not normally find in-store. Some of these conditions are logical limitations on the use of the retailers’ websites, but others go much further, limiting consumers’ rights in ways that would surprise many shoppers. In particular, many online retailers use these terms to limit implied ...


Newsroom: From Farm To School 1-2-2018, Roger Williams University School of Law 2018 Roger Williams University

Newsroom: From Farm To School 1-2-2018, Roger Williams University School Of Law

Life of the Law School (1993- )

No abstract provided.


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