Commercial Law Commons^™

Special Purpose Acquisition Companies: Wall Street’S Latest Shell Game, Daniel J. Morrissey

Arkansas Law Review

Special Purpose Acquisition Companies (“SPACs”) have been called “Wall Street’s biggest gold rush of recent years.” In reality, they are just another version of an old strategy to exploit a loophole in the federal securities laws that issuers of stock have used to avoid full registration with the SEC, the federal agency set up to administer and enforce the securities laws. The SPAC process circumvents that important protection for investors by taking private firms public through the back door—merging them into shell corporations. Those are companies whose shares are widely held but have no operations or assets.

Analysis Of Discriminatory Measures From European Union Renewable Energy Directive Ii To Indonesia As A Palm Oil Producer Country, Enrico Denis Sihotang

Indonesia Law Review

On 21 December 2018, the European Union (EU) issued a regulation titled Renewable Energy Directive II (RED II), where the RED II policy introduced the indirect land use change (ILUC) criteria for palm oil. RED II states that palm oil is classified as a commodity with a “ high ILUC risk” type, and as such, the EU will gradually reduce palm oil consumption and no longer use palm oil by 2030. Indonesia brought this issue to WTO in 2020. Indonesia, through its consultation, argued that the RED II is inconsistent with the few provisions of the General Agreement on Tariffs …

Liability Rule Practices Amidst The Property Rule Of Indonesian Capital Market, Adiwarman Adiwarman

Indonesia Law Review

Shareholder protection is the most important legal issue in capital market law. Conflict of interest is one of the corporate actions in the capital market. The property rule requires independent shareholders’ approval for conflicts of interest transactions. The property rule paradigm empowers independent shareholders in the company’s decision-making process. In practice, listed companies violate the property rule and are subject to sanctions, but the rights of shareholders will be reduced due to fines imposed by the capital market authorities. A normative method is used to answer the problem of how does Indonesia enforce the conflict of interest rule in order …

In Re Weinstein Company Holdings Llc: An Overly Systematic Approach To Executory Contracts Limits Much-Needed Flexibility, Thomas Hauk, Andrew Schwartz

Villanova Law Review

No abstract provided.

Covid-19 And Cancelled 2020 College Football Games Contracts: Force Majeure?, Drew Thornley

St. Mary's Law Journal

After COVID-19, majeure clauses accounting for the possibility of a pandemic will become the norm in college football game contracts. Indeed, some contracts are already including pandemics in their lists of force majeure-triggering events. Such language has already been added to collegiate game contracts. For example, a contract signed in May 2020 for the 2025 football game between Wisconsin and Miami (Ohio) lists as force majeure-triggering events “regional or global epidemics, pandemics, quarantines, and other similar health threats (e.g.[,] coronavirus, influenza, etc.).” Scholars explain that “the onset of the novel coronavirus pandemic warranted immediate revisitation of college football contracts.”

However, …

From Patients To Patents: The Disappearing I Of Innovation, Maggi Robert

St. Mary's Law Journal

The creation of the Mayo/Alice two-step test for patent eligible subject matter flipped the patent world upside down. Following its establishment, invalidation rates soared—particularly in the healthcare sector—impacting patients everywhere. The importance of patents in healthcare innovation and innovation generally has been emphasized as the consequences of this framework are realized.

The United States is no longer seen as a clear leader in innovation, and as a result, the economy is at risk. Start-ups and investors have turned to foreign nations where return on their investments in innovation are protected. This level of uncertainty regarding patents has never been seen …

Foreign Judgments And Foreign Arbitral Awards Enforceability As A Factor And A Guarantee For Foreign Investments: The Case Of Saudi Arabia, Mohammed Rashed Mohammed Arhama Alshamsi

Maurer Theses and Dissertations

Foreign investments are considered an efficient and effective instrument to diversify and strengthen the economy; foreign investors generally need guarantees before entering a new market. One of these guarantees is a stable, transparent, predictable legal and judicial system. Such a system must be open to foreign laws and judgments as well as foreign arbitral awards, and it must also be flexible to increase foreign investments. Saudi Arabia has tried since the 50s’ to be more attractive to foreign investors and investments by enacting legislation and creating a modern court system to diversify their economy. However, the discretion of Saudi judges …

Commercial Cover-Up In Light Of The Provisions Of The Uae Law And The Judiciary, Suzan Ali Mahmoud Dr.

مجلة جامعة الإمارات للبحوث القانونية UAEU LAW JOURNAL

The subject of research is commercial cover-up, a phenomenon that has spread not only in the UAE but also in the Gulf societies as a whole.

The research presents this phenomenon in two ways: first, the reasons for its spread and secondly, the effects of commercial cover-up under the anti-trade cover-up law, which is the civil liability.

The researcher tries to clarify whether it is feasible to apply the anti-trade cover-up law No. 17 of 2004.

He concluded that the UAE judiciary is stable in this area and that it finds solutions to all the problems raised by the trade …

Legal Controls Of The Authority Of The Target Company's Board Of Directors In Responding To A Hostile Takeover: A Comparative Study Under Emirati And American Laws, Alaa Yakoob Yousif Dr.

مجلة جامعة الإمارات للبحوث القانونية UAEU LAW JOURNAL

Takeover in general is achieved by acquiring an effective percentage of shares of company, ensuring control to the acquirer, if takeover does not receive the approval of the board of directors of the target company, it is described as a hostile takeover. The latter is not necessarily detrimental to the company's interest, as it can benefit the company by changing its strategy and replacing its management with another efficient and active one, resulting in the optimal exploitation of its resources. In other cases, it may be detrimental to the interests of the company, that the acquirer plans are not commensurate …

Elmore Entrepreneurship Law Clinic Connects To Iu Ventures, Strengthens Reach In Venture Capital, James Owsley Boyd

Keep Up With the Latest News from the Law School (blog)

The Indiana University Maurer School of Law’s Elmore Entrepreneurship Law Clinic has strengthened its connection with a university affiliate designed to help students, faculty, staff, and alumni advance startups and new companies.

Professor Mark E. Need, director of the Elmore Entrepreneurship Law Clinic, has been appointed a Venture Legal Analyst-in-Residence with IU Ventures. Through the Executive in Residence Program, which IU Ventures launched last year, experts in a variety of startup areas help accelerate the development of new ventures by sharing insights and real-world experience with the founders and leaders of companies in the IU Ventures portfolio. They …

Legal Protection Of Shareholders Of The Company Targeted By Friendly Takeover Bid: Analytical Study In Uae Law, Alaa Yakoob Yousif Dr.

مجلة جامعة الإمارات للبحوث القانونية UAEU LAW JOURNAL

Takeover is an important way of economic concentration. The bidder, with a large share holding of company's shares, is expanding his scope economically and geographically, which increases his competitiveness in the market. Takeover also enhances the competitiveness of the company targeted by it, and can improve its performance by leveraging the bidder economic capabilities. However, these advantages are offset by certain flaws, and do not compromise the risks that may be incurred by the shareholders of the company targeted by the takeover bids, as their agreement to sell their shares and thus enable the bidder to achieve his aim should …

Cases Of Lifting The Swiss Banking Secrecy In Financial Crimes, Marwa Youssef Elbesiky Dr.

مجلة جامعة الإمارات للبحوث القانونية UAEU LAW JOURNAL

Banking secrecy is the most important obstacle facing the disclosure of financial crimes especially corruption and tax crimes where criminals commit corruption, theft, embezzlement, and tax evasion crimes and deposit their assets in countries that have strong banking secrecy provisions such as Switzerland in order to hide their illegal assets. Recovering those assets from Swiss banks which have strong banking secrecy, an issue that demands further exploration, is something that this research intends to undertake.

In this regard, this paper will analyse the Federal Act No. 955 of 1997 on Combating Money Laundering and Terrorist Financing in the Financial Sector. …

Legal Protection For The Safety Of The Traveler In Commercial Space Flights: "A Study In Uae Law Comparing International Treaties And American Law, Alaa Yakoob Yousif Dr.

مجلة جامعة الإمارات للبحوث القانونية UAEU LAW JOURNAL

Commercial Space flights are no longer a fantasy. They are a promising reality, as they can be a means of transportation that will shorten time in the foreseeable future. While in their early steps, those flights undoubtedly need legal rules that support their existence and ensure their continuity. One of the most important rules are those regulating the legal protection of space flight parties, service providers and flight participants. This research deals with those rules, examining the concepts and exploring the regulations that could achieve such protection in the context of international treaties and national laws. Since the Emirati legislator …

The Liability Of The Loss Of Goods In The Sale Contract Cif And Fob Under Kuwaiti And Uae Laws: A Comparative Study With The United Nations Convention On Contracts For The International Sale Of Goods, Dr. Ali Jassem Bouabbas

UAEU Law Journal

In this study, I deal with the commercial international sales contracts that have accelerated their pace in recent times, specifically the sale of CIF sale when selling, and selling of FOB in the matter of transferring the consequences of the loss of goods from the seller to the buyer, as these sales are considered the most famous at the present time, because of the advantages they contain for the seller and the buyer. The main aim of this research is to know the convergence and divergence between Kuwaiti law and Emirati law in the sale contract of CIF and FOB …

The Liability Of The Loss Of Goods In The Sale Contract Cif And Fob Under Kuwaiti And Uae Laws: A Comparative Study With The United Nations Convention On Contracts For The International Sale Of Goods, Dr. Ali Jassem Bouabbas

مجلة جامعة الإمارات للبحوث القانونية UAEU LAW JOURNAL

n this study, I deal with the commercial international sales contracts that have accelerated their pace in recent times, specifically the sale of CIF sale when selling, and selling of FOB in the matter of transferring the consequences of the loss of goods from the seller to the buyer, as these sales are considered the most famous at the present time, because of the advantages they contain for the seller and the buyer. The main aim of this research is to know the convergence and divergence between Kuwaiti law and Emirati law in the sale contract of CIF and FOB …

Unfair, Abusive, And Unlawful: Protecting Debtors And Society From Unrestrained Bank Account Garnishment, Kevin Green

Fordham Law Review

In the span of a generation, consumer credit has reshaped the financial lives of millions of Americans. Today, some seventy million Americans have a debt in collections, and creditors file millions of actions annually to secure repayment of these loans. Despite the rapid expansion of consumer debt, the Consumer Credit Protection Act, the only federal law limiting garnishment, has not been updated since its enactment in 1968. Moreover, courts have narrowly construed its provisions to permit creditors to empty a debtor’s bank account to repay a delinquent debt.

To afford debtors the basic protections of the Consumer Credit Protection Act, …

Against Secondary Meaning, Jeanne C. Fromer

Notre Dame Law Review

Trademark law premises protection and scope of marks on secondary meaning, which is established when a mark develops sufficient association to consumers with a business as a source of goods or services in addition to the mark’s linguistic primary meaning. In recent years, scholars have proposed that secondary meaning plays an even more central role in trademark law than it already does. Yet enshrining secondary meaning in the law undermines the ultimate goals of trademark law: promoting fair competition and protecting consumers. The dangers of enshrining secondary meaning include the problematic doctrine that has built up to assess it or …

Remedying The Immortal: The Doctrine Of Accession And Patented Human Cell Lines, Julia E. Fissore-O'Leary

Notre Dame Law Review

Importantly, though this Note employs Henrietta Lacks as the illustrative, paradigmatic case for the theory of accession it proposes, accession can be, and should be, broadly construed to apply to all like-situated patients. Part I of this Note briefly explains the timeless human-body-as-property debate. Next, Part II addresses the concept of accession—its theoretical underpinnings, definitions, and amenability to this and other lawsuits. Part III applies accession to HeLa and develops a methodology for calculating damages in this unique setting. This Note does not pretend to present a perfectly wrought formula. Instead, it offers several possibilities for determining compensation. Finally, …

A Proposed Sec Cyber Data Disclosure Advisory Commission, Lawrence J. Trautman, Neal Newman

Faculty Scholarship

Constant cyber threats result in: intellectual property loss; data disruption; ransomware attacks; theft of valuable company intellectual property and sensitive customer information. During March 2022, The Securities and Exchange Commission (SEC) issued a proposed rule addressing Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure, which requires: 1. Current reporting about material cybersecurity incidents; 2. Periodic disclosures about a registrant’s policies and procedures to identify and manage cybersecurity risks; 3. Management’s role in implementing cybersecurity policies and procedures; 4. Board of directors’ cybersecurity expertise, if any, and its oversight of cybersecurity risk; 5. Registrants to provide updates about previously reported cybersecurity …

The Creditors Guarantees In The One Person Limited Company: A Comparative Analytical Descriptive Study, Dr. Salim Salam Al-Fulaiti

مجلة جامعة الإمارات للبحوث القانونية UAEU LAW JOURNAL

In this research we address the problem of balance between the powers of the owner of the capital of a single person limited liability company in managing the company and running its affairs and his limited liability according to the amount of his money he allocated to the company, and between the rights and guarantees of creditors towards this owner, in several laws for commercial companies such as Omani, Kuwaiti, Bahraini and Emirati law. , the Saudi system and the French trade law through an analytical and comparative approach. The comparative study between the laws of the countries of the …