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Developments In The Law Affecting Electronic Payments And Financial Services, Sarah Jane Hughes, Stephen T. Middlebrook, Tom Kierner 2017 Indiana University Maurer School of Law

Developments In The Law Affecting Electronic Payments And Financial Services, Sarah Jane Hughes, Stephen T. Middlebrook, Tom Kierner

Articles by Maurer Faculty

No abstract provided.


Corporate Officers As Agents, Deborah A. DeMott 2017 Duke Law School

Corporate Officers As Agents, Deborah A. Demott

Faculty Scholarship

Although officers are crucial to corporate operations, scholarly and theoretical accounts tend to slight officers and amalgamate them with directors into a single category, "managers." This essay anchors officers within the common law of agency-as does black-letter law-which crisply differentiates officers from directors. Understanding that agency is central of the legal account of officers' positions and responsibilities is crucial to seeing why, like directors, officers are fiduciaries, but distinctively so, not as instances of generic "corporate fiduciaries." Officers, like directors, owe duties of loyalty, but also particularized duties of care, competence, and diligence. Additionally, officers' duties of performance encompass two ...


Regulatory Competition And The Market For Corporate Law, Ofer Eldar, Lorenzo Magnolfi 2017 Duke Law School

Regulatory Competition And The Market For Corporate Law, Ofer Eldar, Lorenzo Magnolfi

Faculty Scholarship

This article develops an empirical model of firms’ choice of corporate laws under inertia. Delaware dominates the incorporation market, though recently Nevada, a state whose laws are highly protective of managers, has acquired a sizable market share. Using a novel database of incorporation decisions from 1995- 2013, we show that most firms dislike protectionist laws, such as anti-takeover statutes and liability protections for officers, and that Nevada’s rise is due to the preferences of small firms.Our estimates indicate that despite inertia, Delaware would lose significant market share and revenues if it adopted protectionist laws. Our findings support the ...


The Role Of Social Enterprise And Hybrid Organizations, Ofer Eldar 2017 Duke Law School

The Role Of Social Enterprise And Hybrid Organizations, Ofer Eldar

Faculty Scholarship

Recent years have brought remarkable growth in hybrid organizations that combine profit-seeking and social missions. Despite popular enthusiasm for such organizations, legal reforms to facilitate their formation and growth—particularly, legal forms for hybrid firms—have largely been ineffective. This shortcoming stems in large part from the lack of a theory that identifies the structural and functional elements that make some types of hybrid organizations more effective than others. In pursuit of such a theory, this Article focuses on a large class of hybrid organizations that has been effective in addressing development problems, such as increasing access to capital and ...


Controlling Systemic Risk Through Corporate Governance, Steven L. Schwarcz 2017 Duke Law School

Controlling Systemic Risk Through Corporate Governance, Steven L. Schwarcz

Faculty Scholarship

Most of the regulatory measures to control excessive risk taking by systemically important firms are designed to reduce moral hazard and to align the interests of managers and investors. These measures may be flawed because they are based on questionable assumptions. Excessive corporate risk taking is, at its core, a corporate governance problem. Shareholder primacy requires managers to view the consequences of their firm’s risk taking only from the standpoint of the firm and its shareholders, ignoring harm to the public. In governing, managers of systemically important firms should also consider public harm. This proposal engages the long-standing debate ...


Market Information And The Elite Law Firm, Elisabeth de Fontenay 2017 Duke Law School

Market Information And The Elite Law Firm, Elisabeth De Fontenay

Faculty Scholarship

As a subcategory of contract negotiations, corporate transactions present information problems that have not been fully analyzed. In particular, the literature does not address the possibility that parties may simply be unaware of value-increasing transaction terms or their outside option. Such unawareness can arise even for transactions that attract many competing parties, if the bargaining process is such that (1) the price terms are negotiated and fixed prior to the non-price terms, contrary to the standard assumption; and (2) some of the non-price terms remain private for some period of time.

A simple bargaining model shows that, when such unawareness ...


Criminally Bad Management, Samuel W. Buell 2017 Duke Law School

Criminally Bad Management, Samuel W. Buell

Faculty Scholarship

Because of their leverage over employees, corporate managers are prime targets for incentives to control corporate crime, even when managers do not themselves commit crimes. Moreover, the collective actions of corporate management — producing what is sometimes referred to as corporate culture — can be the cause of corporate crime, not just a locus of the failure to control it. Because civil liability and private compensation arrangements have limited effects on management behavior — and because the problem is, after all, crime — criminal law is often expected to intervene. This handbook chapter offers a functional explanation for corporate criminal liability: individual criminal liability ...


The Responsibility Gap In Corporate Crime, Samuel W. Buell 2017 Duke Law School

The Responsibility Gap In Corporate Crime, Samuel W. Buell

Faculty Scholarship

In many cases of criminality within large corporations, senior management does not commit the operative offense — or conspire or assist in it — but nonetheless bears serious responsibility for the crime. That responsibility can derive from, among other things, management’s role in cultivating corporate culture, in failing to police effectively within the firm, and in accepting lavish compensation for taking the firm’s reins. Criminal law does not include any doctrinal means for transposing that form of responsibility into punishment. Arguments for expanding doctrine — including broadening of the presently narrow “responsible corporate officer” doctrine — so as to authorize such punishment ...


Secured Transactions And Financial Stability: Regulatory Challenges, Steven L. Schwarcz 2017 Duke Law School

Secured Transactions And Financial Stability: Regulatory Challenges, Steven L. Schwarcz

Faculty Scholarship

Although secured transactions traditionally are regulated to protect transacting parties and to make the transactions themselves more efficient, the financial crisis has revealed that regulation should also protect the stability of the financial system. This raises numerous future challenges. For example, regulation to control moral hazard in secured loan origination faces the challenge that the relevant market failure is less likely to be asymmetric information than mutual misinformation. Because of its impact on home ownership, the regulation of collateralization levels and interconnectedness faces fundamentally different challenges than those underlying the (technically) analogous post-Depression regulation of margin lending. Non-traditional secured transactions ...


Brief Of Professors At Law And Business Schools As Amicus Curiae In Support Of Respondents, James D. Cox, J. Robert Brown Jr., Lyman Johnson, Lawrence W. Treece, Joan MacLeod Heminway 2017 Duke Law School

Brief Of Professors At Law And Business Schools As Amicus Curiae In Support Of Respondents, James D. Cox, J. Robert Brown Jr., Lyman Johnson, Lawrence W. Treece, Joan Macleod Heminway

Faculty Scholarship

This Amicus Brief was filed with the U.S. Supreme Court on behalf of nearly 50 law and business faculty in the United States and Canada who have a common interest in ensuring a proper interpretation of the statutory securities regulation framework put in place by the U.S. Congress. Specifically, all amici agree that Item 303 of the Securities and Exchange Commission's Regulation S-K creates a duty to disclose for purposes of Rule 10b-5(b) under the Securities Exchange Act of 1934.
The Court’s affirmation of a duty to disclose would have little effect on existing practice ...


Freedom To Mislead: The Fictitious Freedom To Contract Around Fraud Under Delaware Law, Hao Jiang 2016 Selected Works

Freedom To Mislead: The Fictitious Freedom To Contract Around Fraud Under Delaware Law, Hao Jiang

Dr. Hao Jiang

In the past 15 years, Delaware courts seem to have created a rule that allowed sophisticated parties to contract around fraud by using an unambiguous disclaimer and integration clause. Supposedly, an extra-contractual fraud claim would be dismissed had there been an unambiguous disclaimer. However, a survey of Delaware cases tells a different story. When dismissing the fraud claims, courts has either found that there was no justifiable reliance to establish a fraud claim or they were convinced that there was no fraud. The cases would have been decided the same without the disclaimer.  


Calculation Of Damages On The Basis Of The Breaching Party's Profits Under The Cisg, Edgardo Muñoz, David Obey Ament- Guemez Mr. 2016 Universidad Panamericana, Guadalajara

Calculation Of Damages On The Basis Of The Breaching Party's Profits Under The Cisg, Edgardo Muñoz, David Obey Ament- Guemez Mr.

Edgardo Muñoz

This work provides arguments for the proposition that under some limited circumstances damages’ calculations may take into account the benefits that the breaching party obtained from the breach of a CISG contract. The authors rely on what they submit is an interpretation in good faith of the full compensation rule in Article 74 CISG, pursuant to Article 7 CISG. The authors submit that, in some scenarios, the approach offers the most reasonable way to achieve full compensation and enhances proof efficiency. The authors address opposing views against their proposed methodology for damages’ calculation, including the theory of efficient breach developed ...


Fiat Lux: Tracing A Standard Of Review For Class Certification Orders, Curtis E.A. Karnow 2016 California Superior Court (San Francisco)

Fiat Lux: Tracing A Standard Of Review For Class Certification Orders, Curtis E.A. Karnow

Curtis E.A. Karnow

 An historical investigation of California’s  standards of review  of class certification orders, together with an analysis of the standard and its implications for the practical work of trial judges and lawyers litigating class actions. The article concludes by emphasizing the role of the trial plan in certification motions.


Distribution Et Consommation Dans L’Union Européenne : Une Première Approche De L’Analyse Des Deux Derniers Maillons De La Chaîne D’Approvisionnement, Luis González Vaqué, Leticia A. Bourges 2016 Asociación Iberoamericana para el Derecho Alimentario

Distribution Et Consommation Dans L’Union Européenne : Une Première Approche De L’Analyse Des Deux Derniers Maillons De La Chaîne D’Approvisionnement, Luis González Vaqué, Leticia A. Bourges

Luis González Vaqué

SOMMAIRE:
I. INTRODUCTION
II. LA DISTRIBUTION : DES PRODUCTEURS AUX CONSOMMATEURS
A. Considérations générales
B. Distribution et concurrence
3. LA CONSOMMATION
A. Besoins primaires et dérivés
B. Intégration de la distribution et de la consommation dans une économie circulaire
C. Éléments ludiques de la consommation (et de l’achat)
D. Protection des consommateurs : règles générales et Directive 2005/29/CE
IV. CONCLUSIONS


The European Court Of Justice Declares That Regulation No 1924/2006 Applies To Health Claims Directed At Health Professionals: The Verband Sozialer Wettbewerb Ev Judgment (Case C-15/19), Luis González Vaqué, Silvia Bañares Vilella, Sebastián Romero Melchor 2016 Asociación Iberoamericana para el Dereho Alimentario

The European Court Of Justice Declares That Regulation No 1924/2006 Applies To Health Claims Directed At Health Professionals: The Verband Sozialer Wettbewerb Ev Judgment (Case C-15/19), Luis González Vaqué, Silvia Bañares Vilella, Sebastián Romero Melchor

Luis González Vaqué

«Article 1(2) of Regulation (EC) No 1924/2006 of the European Parliament and of the Council of 20 December 2006 on nutrition and health claims made on foods, as amended by Commission Regulation (EU) No 1047/2012 of 8 November 2012, must be interpreted as meaning that nutrition or health claims made in a commercial communication on a food which is intended to be delivered as such to the final consumer, if that communication is addressed not to the final consumer, but exclusively to health professionals, falls within the scope of that regulation»


Persistent Threats To Commercial Speech, Jonathan H. Adler 2016 Brooklyn Law School

Persistent Threats To Commercial Speech, Jonathan H. Adler

Journal of Law and Policy

The current Supreme Court is very protective of speech, including commercial speech. Threats to commercial speech persist nonetheless. This article briefly examines two: the use of commercial speech restrictions as a form of rent-seeking, and compelled commercial speech. Regulation of commercial speech protect is sometimes used to protect established corporate interests from competitors who are less able to bear the costs of regulation, with consequences that extend beyond the economic marketplace. In the case of commercial speech, courts have been unduly deferential to claims of a consumer “right to know” as a basis for mandated labeling and disclosure. Greater protection ...


A Renewed Consideration Of Consideration: Mwb Business Exchange Centres Ltd V Rock Advertising Ltd [2016] Ewca Civ 553, Kenny CHNG, Yihan GOH 2016 Singapore Management University

A Renewed Consideration Of Consideration: Mwb Business Exchange Centres Ltd V Rock Advertising Ltd [2016] Ewca Civ 553, Kenny Chng, Yihan Goh

Research Collection School Of Law

This note argues thatthe English Court of Appeal decision of MWBBusiness Exchange Centres Ltd v Rock Advertising Ltd is a significantmodification of the present understanding of consideration with respect toagreements to accept part-payments of a debt and to perform pre-existing duties,and that the preferred way forward for the development of the law should be judicialintervention by the Supreme Court to reconcile the logical inconsistenciesbetween Foakes v Beer and Williams v Roffey Bros & Nicholls(Contractors) Ltd.


Understanding The Law Of Torts In China: A Political Economy Perspective, Wei ZHANG 2016 Singapore Management University

Understanding The Law Of Torts In China: A Political Economy Perspective, Wei Zhang

Research Collection School Of Law

In this paper, I tried to connect the text of the Chinese tort law with the institutional context of lawmaking in China from a political economy perspective. Two determinants, political influence and populist pressure, were identified for the tort law legislation in China, and a simple spatial model was presented to demonstrate the mechanism through which these determinants might have affected the text of the law. In particular, my research suggested that, when injurers’ political influence kept constant, the populist pressure on the injurer group tended to push the tort law rules toward the pro-victim end. On the contrary, with ...


Agency Contract Under Conventional Law And Islamic Law As Manifested In The Civil Code Of Oman, A Comparative Analysis.Pdf, Muhammad Masum Billah Dr. 2016 Sultan Qaboos University

Agency Contract Under Conventional Law And Islamic Law As Manifested In The Civil Code Of Oman, A Comparative Analysis.Pdf, Muhammad Masum Billah Dr.

Muhammad Masum Billah Dr.

The paper analyzes the main principles of agency under Islamic law as reflected in the Civil Code of Oman and
compares them with conventional law. Upon comparative analysis, the paper concludes that the main principles of
agency contract under both systems of law are very similar. Some differences do exist in the details and in the
application of main principles to some specific cases. While these minor differences may be important in an actual
case of agency, they do not make the Islamic law on agency dramatically different from the conventional law on the
subject matter.


Act Of State Doctrine: Actions Of Intervenors Appointed By The Cuban Government And Statements Of Counsel Do Not Constitute Sufficient Acts Of State To Come Within The Doctrine (Alfred Dunhill Of London, Inc. V. Republic Of Cuba, S. Ct. 1976), John C. Stephens 2016 University of Georgia School of Law

Act Of State Doctrine: Actions Of Intervenors Appointed By The Cuban Government And Statements Of Counsel Do Not Constitute Sufficient Acts Of State To Come Within The Doctrine (Alfred Dunhill Of London, Inc. V. Republic Of Cuba, S. Ct. 1976), John C. Stephens

Georgia Journal of International & Comparative Law

No abstract provided.


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