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Causing A Sanctions Violation With U.S. Dollars: Differences In Regulatory Language Across Ofac Sanctions Programs, Christine Abely 2020 Middleton Shrull & Bock

Causing A Sanctions Violation With U.S. Dollars: Differences In Regulatory Language Across Ofac Sanctions Programs, Christine Abely

Georgia Journal of International & Comparative Law

No abstract provided.


The Overturning Of Quill And The New Nexus Standard, Ethan T. Kirner 2020 DePaul University

The Overturning Of Quill And The New Nexus Standard, Ethan T. Kirner

DePaul Business and Commercial Law Journal

No abstract provided.


Blowing The Whistle In The Digital Age: Are You Really Anonymous? The Perils And Pitfalls Of Anonymity In Whistleblowing Law, Tanya M. Marcum J.D., Jacob Young D.B.A., Ethan T. Kirner 2020 DePaul University

Blowing The Whistle In The Digital Age: Are You Really Anonymous? The Perils And Pitfalls Of Anonymity In Whistleblowing Law, Tanya M. Marcum J.D., Jacob Young D.B.A., Ethan T. Kirner

DePaul Business and Commercial Law Journal

No abstract provided.


Transactional Scripts In Contract Stacks, Shaanan Cohney, David A. Hoffman 2020 University of Pennsylvania

Transactional Scripts In Contract Stacks, Shaanan Cohney, David A. Hoffman

Faculty Scholarship at Penn Law

Deals accomplished through software persistently residing on computer networks—sometimes called smart contracts, but better termed transactional scripts—embody a potentially revolutionary contracting innovation. Ours is the first precise account in the legal literature of how such scripts are created, and when they produce errors of legal significance.

Scripts’ most celebrated use case is for transactions operating exclusively on public, permissionless, blockchains: such exchanges eliminate the need for trusted intermediaries and seem to permit parties to commit ex ante to automated performance. But public transactional scripts are costly both to develop and execute, with significant fees imposed for data storage ...


Taxing Bitcoin And Blockchains—What The Irs Told Us (And What It Didn’T), David J. Shakow 2020 University of Pennsylvania Law School

Taxing Bitcoin And Blockchains—What The Irs Told Us (And What It Didn’T), David J. Shakow

Faculty Scholarship at Penn Law

The IRS recently issued its second description of how it will treat Bitcoin and other blockchain assets. Some of its analysis leaves open questions that invite further consideration, and important issues remain unresolved. Moreover, because the popular Bitcoin blockchain uses a "proof of work" consensus procedure, issues relating to the alternative "proof of stake" procedure have been neglected.


Crypto-Collateral, Kevin V. Tu 2020 University of Maryland Francis King Carey School of Law

Crypto-Collateral, Kevin V. Tu

Science and Technology Law Review

The use of cryptocurrency has permeated new industries. As it does so, the need to confront the broader commercial law implications of cryptocurrency, particularly the applicability of the Uniform Commercial Code (U.C.C.), becomes more pronounced. For example, creditors and debtors increasingly use cryptocurrency as collateral. But Article 9 of the U.C.C. does not expressly mention cryptocurrency. Fortunately, Article 9 is flexible enough to accommodate the collateralization of cryptocurrency within its

currently defined collateral types. The foregoing, notwithstanding Article 9, could be amended to improve the functionality of Article 9 for those to engage in secured transactions ...


Identifying Fundamental Breach Of Article 25 And 49 Of The Cisg: The Good Faith Duty Of Collaborative Efforts To Cure Defects - Make The Parties Draw A Line In The Sand Of Substantiality, Yasutoshi Ishida 2020 Himeji-Dokkyo University

Identifying Fundamental Breach Of Article 25 And 49 Of The Cisg: The Good Faith Duty Of Collaborative Efforts To Cure Defects - Make The Parties Draw A Line In The Sand Of Substantiality, Yasutoshi Ishida

Michigan Journal of International Law

Article 49(1) of the CISG allows buyers of international goods to avoid their sales contracts “if the failure by the seller to perform . . . amounts to a fundamental breach.” A breach is “fundamental,” as defined by CISG article 25, when it causes the buyer such detriment “as substantially to deprive him of what he is entitled to expect under the contract.” This definition is followed by the so-called “foreseeability test,” an “unless” clause that excepts the situation where “the party in breach did not foresee[,] and a reasonable person of the same kind in the same circumstances would not have ...


Declining Corporate Prosecutions, Brandon L. Garrett 2020 Duke Law School

Declining Corporate Prosecutions, Brandon L. Garrett

Faculty Scholarship

In the aftermath of the Global Financial Crisis, people across the United States protested that "too big to jail" banks were not held accountable after the financial crisis. Little has changed. Newly collected data concerning enforcement during the Trump Administration has made it possible to assess what impact a se­ries of new policies has had on corporate enforcement. To provide a snapshot comparison, in its last twenty months, the Obama Administration levied $I4.15 billion in total corporate penalties by prosecuting seventy-one financial institu­tions and thirty-four public companies. During the first twenty months of the Trump Administration, corporate ...


Reducing The Governance Gap For Corporate Complicity In International Crimes, Seunghyun Nam 2019 Brooklyn Law School

Reducing The Governance Gap For Corporate Complicity In International Crimes, Seunghyun Nam

Brooklyn Journal of International Law

With increasing reports of corporations involved in serious human rights abuses that amount to international crimes, there are greater calls for states to hold these corporations accountable. Still, many obstacles and challenges remain when it comes to holding corporations accountable. Complex corporate structures, the extraterritorial dimension of the abuses, competition among states and businesses, lack of institutional capacity on the part of states, and lack of legal coordination among states collectively create an impunity gap. The case studies of the situation in Burma and the Democratic Republic of Congo involving foreign companies aim to illustrate this governance gap. With growing ...


Christianity And Bankruptcy, David A. Skeel Jr. 2019 University of Pennsylvania Law School

Christianity And Bankruptcy, David A. Skeel Jr.

Faculty Scholarship at Penn Law

Although the term “bankruptcy” is nowhere to be found in the Bible, debt and the consequences of default are a major theme both in the Hebrew Bible and in the New Testament. In Israel, as in the ancient Near East generally, a debtor who defaulted on his obligations was often sold into slavery or servitude. Biblical law moderated the harshness of this system by prohibiting Israelites from charging interest on loans to one another, thus diminishing the risk of default, and by requiring the release of slaves after seven years of service. Jesus alluded to the lending laws at least ...


The Duty To Read The Unreadable, Uri Benoliel, Shmuel I. Becher 2019 College of Law and Business

The Duty To Read The Unreadable, Uri Benoliel, Shmuel I. Becher

Boston College Law Review

The duty to read doctrine is a well-recognized building block of U.S. contract law. This doctrine holds contracting parties responsible for the written terms of their contracts, whether or not they actually read them. The application of this duty is especially tricky in the context of consumer contracts, which consumers generally do not read. Although courts routinely impose this doctrine on consumers, its application to consumer contracts is one-sided. Whereas consumers are expected and presumed to read their contracts, suppliers do not generally have a duty to draft readable contracts. This asymmetry creates a serious public policy challenge: consumers ...


Empowering The Poor: Turning De Facto Rights Into Collateralized Credit, Steven L. Schwarcz 2019 Duke University School of Law

Empowering The Poor: Turning De Facto Rights Into Collateralized Credit, Steven L. Schwarcz

Notre Dame Law Review

The shrinking middle class and the widening gap between rich and poor threaten social and financial stability. Though sometimes identified as a problem of developing nations, the inability of the poor to obtain credit by using their de facto rights in property as collateral impedes upward mobility in nearly all countries, including the United States. Efforts to solve this problem have focused on trying to transform de facto rights into de jure title under property law. Those efforts have been unsuccessful because, among other reasons, property law is tightly bound to tradition and protecting vested ownership. This Article proposes an ...


Manufacturing Consent To Climate Inaction: A Case Study Of The Globe And Mail ’S Pipeline Coverage, Jason MacLean 2019 University of Saskatchewan, College of Law

Manufacturing Consent To Climate Inaction: A Case Study Of The Globe And Mail ’S Pipeline Coverage, Jason Maclean

Dalhousie Law Journal

Canada has long been a climate change policy laggard. Canada is among the world’s poorest-performing countries in terms of climate action—not only is Canada’s greenhouse gas emissions-reduction target under the Paris Agreement insufficiently ambitious, Canada is not even remotely on track to meet it. Canada’s enduring inaction on climate change is legitimized and sustained by its mainstream corporate news media, which contribute to the oil and gas industry’s capture of Canadian climate and energy policy. In this article, I examine how Canada’s leading national newspaper, The Globe and Mail, editorially framed the completion of ...


Reorganizations, Sales, And The Changing Face Of Restructuring In Canada: Quantitative Outcomes Of 2012 And 2013 Ccaa Proceedings, Alfonso Nocilla 2019 University of Western Ontario, Faculty of Law

Reorganizations, Sales, And The Changing Face Of Restructuring In Canada: Quantitative Outcomes Of 2012 And 2013 Ccaa Proceedings, Alfonso Nocilla

Dalhousie Law Journal

This article examines quantitative data on the outcomes of proceedings under the Companies’ Creditors Arrangement Act (CCAA), Canada’s principal statute for resolving large, complex corporate insolvencies. In particular, this article compares the durations, direct costs, and returns to different classes of creditors generated by traditional reorganizations under the CCAA and by “liquidating CCAAs”—that is, proceedings in which the insolvent debtor sells substantially all of its assets rather than reorganizing itself. The article makes a number of contributions to the existing scholarship. Firstly, quantitative data on CCAA proceedings are rare. The data examined here, collected by the author from ...


Third-Party Liability Of Directors And Officers: Reconciling Corporate Personality And Personal Responsibility In Tort, Michael Marin 2019 University of New Brunswick, Faculty of Law

Third-Party Liability Of Directors And Officers: Reconciling Corporate Personality And Personal Responsibility In Tort, Michael Marin

Dalhousie Law Journal

When is a director or of�� cer personally liable in tort to a party who is not the corporation he or she serves? In Canada, there is no clear answer. The law is marked by division both within and between appellate courts, resulting in judgments that are hard to reconcile and verge on arbitrary. This is likely attributable to the mistaken belief that there is a tension between personal liability and corporate personality, as well as the disputed relationship between common law and statutory obligations. To address these challenges, most Canadian courts have followed a threshold corporate law analysis, which ...


A Survey And Critique Of The “Seller In Possession” Statutory Regimes Of Common Law Canada: An Abc Prequel, Clayton Bangsund 2019 University of Saskatchewan, College of Law

A Survey And Critique Of The “Seller In Possession” Statutory Regimes Of Common Law Canada: An Abc Prequel, Clayton Bangsund

Dalhousie Law Journal

The article examines the various provincial and territorial statutory regimes that apply to resolve title disputes emanating from a “seller in possession” scenario in which an initial buyer leaves bought goods in the possession of a seller who then transfers them to a subsequent bona de purchaser. Presently there are four distinct statutory models in force across common law Canada. Some provinces and territories incorporate modernized electronic personal property registry infrastructure into their statutory priority regimes, while others do not. The author undertakes a comparative assessment of the four models, highlights their strengths and weaknesses, and asserts that Model 2 ...


Disrupting Business As Usual: Considering Teaching Methods In Business Law Classrooms, Jeffery Hewitt, Shanthi E. Senthe 2019 University of Windsor, Faculty of Law

Disrupting Business As Usual: Considering Teaching Methods In Business Law Classrooms, Jeffery Hewitt, Shanthi E. Senthe

Dalhousie Law Journal

The Truth and Reconciliation Commission of Canada (TRC)’s Calls to Action propose signimcant changes to legal education. No law school classroom is exempt, including business law courses. We are two of a growing number ofscholars in the legal academy actively incorporating Indigenous laws, critical race theory and socio-economic perspectives into business law courses as part of our responses to the TRC. This paper explores a field school we developed at Windsor Law as a response to the Calls to Action. In a temporary fusion of two courses, Secured Transactions along with Indigenous Peoples, Art & Human Rights, a synergy emerges ...


Evaluating Canadian Tax Remission Orders: A Debt Relief Vehicle For Taxpayers, Samuel Singer 2019 Thompson Rivers University, Faculty of Law

Evaluating Canadian Tax Remission Orders: A Debt Relief Vehicle For Taxpayers, Samuel Singer

Dalhousie Law Journal

Tax remission orders, although rare, serve important functions in the Canadian tax system. This paper draws from a comprehensive study of federal tax remission orders issued between 1998 and 2017. It presents general findings about remission orders in that time period, including remission order applications, their reported costs, and the number of remission orders issued. The paper identifies the five most common categories of reasons cited for granting remission orders. It then applies tax policy analysis to assess the two most frequent reasons for grating remission orders: to provide debt relief for financial hardship and/or extenuating circumstances, and to ...


Corporate Risk And Climate Impacts To Critical Energy Infrastructure In Canada, Rudiger Tscherning 2019 University of Calgary, Faculty of Law

Corporate Risk And Climate Impacts To Critical Energy Infrastructure In Canada, Rudiger Tscherning

Dalhousie Law Journal

Recent climate events such as Hurrican Harvey in Texas foreshadow the dangers that could result from critical energy infrastructure failure in Canada due to physical impacts caused by climate change. This article examines the types of climate impacts that could affect critical energy infrastructure in Canada. The article argues that these impacts translate into three types of corporate risk to the owners and operators of the critical asset: economic risks to the infrastructure asset; management and operational risks to the corporation; and risks arising from corporate disclosure obligations. Applying the theoretical approach of "risk management," the article concludes that, on ...


Introduction, Kim Brooks 2019 Schulich School of Law, Dalhousie University

Introduction, Kim Brooks

Dalhousie Law Journal

At Schulich, we see business law in a broad frame and understand that business law and policy includes the role of businesses in environmental protection, sustainable investing, inter-nation equity, and access to justice. We understand that businesses operate in broad social, economic, and political contexts, and as a community of scholars we care about the interactions of business law and policy with technology, governance and stakeholder rights, and economic, social and environmental justice. We hope that this collection advances vital scholarly and policy conversations.


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