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Corporate Conspiracy: How Not Calling A Conspiracy A Conspiracy Is Warping The Law On Corporate Wrongdoing, Josephine Sandler Nelson 2015 SelectedWorks

Corporate Conspiracy: How Not Calling A Conspiracy A Conspiracy Is Warping The Law On Corporate Wrongdoing, Josephine Sandler Nelson

J.S. Nelson

The intracorporate conspiracy doctrine immunizes an enterprise and its agents from conspiracy prosecution based on the legal fiction that an enterprise and its agents are a single actor incapable of the meeting of two minds to form a conspiracy. The doctrine, however, misplaces incentives in contravention of agency law, criminal law, tort law, and public policy. As a result, harmful behavior is ordered and performed without consequences, and the victims of the behavior suffer without appropriate remedy.

Especially in the wake of the financial crisis, prosecutors and the public are searching for new tools to combat corporate conspiracy. The most ...


The Reasoning Behind A "Good Reason" Standard: The Seventh Circuit's Analysis Of Successor Liability In Teed V. Thomas & Betts Power Solutions, L.L.C., James Long 2014 Boston College Law School

The Reasoning Behind A "Good Reason" Standard: The Seventh Circuit's Analysis Of Successor Liability In Teed V. Thomas & Betts Power Solutions, L.L.C., James Long

Boston College Law Review

On January 9, 2013, the U.S. Court of Appeals for the Seventh Circuit held in Teed v. Thomas & Betts Power Solutions, L.L.C. that a federal common law standard for successor liability applies to claims arising under the Fair Labor Standards Act. In doing so, the court established a new, broader standard for successor liability that applies to any claim arising from an employer’s violation of a federal labor or employment statute. This Comment argues that, although the court properly recognized congressional policies favoring employee protection, the new standard goes too far in liberalizing the successor liability ...


Cvm Set To Reduce Costs And Bureaucracy For Equity Offerings, Luiz Rafael de Vargas Maluf, Nair Veras Saldanha Janson 2014 SelectedWorks

Cvm Set To Reduce Costs And Bureaucracy For Equity Offerings, Luiz Rafael De Vargas Maluf, Nair Veras Saldanha Janson

Luiz Rafael de Vargas Maluf

No abstract provided.


Reforming Consumer-Insurer Dispute Resolution In The Auto Insurance Industry, Cassandra Roeder 2014 College of William & Mary Law School

Reforming Consumer-Insurer Dispute Resolution In The Auto Insurance Industry, Cassandra Roeder

Student Award Winning Papers

No abstract provided.


Don’T Dissolve The “Nerve Center”: A Status-Linked Citizenship Test For Principal Place Of Business, Caitlin Sawyer 2014 Boston College Law School

Don’T Dissolve The “Nerve Center”: A Status-Linked Citizenship Test For Principal Place Of Business, Caitlin Sawyer

Boston College Law Review

28 U.S.C. § 1332 requires complete diversity among parties to invoke a federal court’s jurisdiction. The statute provides that a corporation is a citizen of its incorporating state and its principal place of business. In the 2010 case Hertz Corp. v. Friend, the U.S. Supreme Court adopted the “nerve center” test as the exclusive test for determining a corporation’s principal place of business. Although the Court intended to adopt a simple standard, applying the rule to dissolved and inactive corporations remains complex. This Note argues for a status-linked nerve center test. This approach is consistent with ...


State “Subsidies” And Unnecessary Public Funding: The Texas Legislature’S Successful Restriction Of Constitutional Rights In Department Of Texas V. Texas Lottery Commission, Tyler A. Dever Ms. 2014 SelectedWorks

State “Subsidies” And Unnecessary Public Funding: The Texas Legislature’S Successful Restriction Of Constitutional Rights In Department Of Texas V. Texas Lottery Commission, Tyler A. Dever Ms.

Tyler A Dever Ms.

This Note argues that the Act’s political advocacy restrictions are unconstitutional as applied to the Plaintiffs in Texas Lottery. This Note discusses government subsidies, occupational licenses, and the doctrine of unconstitutional conditions. It then analyzes the charitable organizations’ First Amendment rights in light of the challenged Act. Although this Note argues against the majority’s upholding of the Act, it will also present flaws in the plaintiffs’ argument for injunction and explain why the court may have ruled in favor of the state.


Shareholder Activism As A Corrective Mechanism In Corporate Governance, Bernard S. Sharfman 2014 SelectedWorks

Shareholder Activism As A Corrective Mechanism In Corporate Governance, Bernard S. Sharfman

Bernard S Sharfman

No abstract provided.


Amended Brief Of Professor Nancy Gertner And Professor Kent Greenfield As Amici Curiae In Support Of Plaintiff, Louisiana Municipal Police Employees' Retirement System V. The Hershey Company, C.A. No. 7996-Ml, Nancy Gertner, Kent Greenfield 2014 Boston College Law School

Amended Brief Of Professor Nancy Gertner And Professor Kent Greenfield As Amici Curiae In Support Of Plaintiff, Louisiana Municipal Police Employees' Retirement System V. The Hershey Company, C.A. No. 7996-Ml, Nancy Gertner, Kent Greenfield

Kent Greenfield

Amicus brief filed by Nancy Gertner and Kent Greenfield in the case of Louisiana Municipal Police Employees' Retirement System v. The Hershey Company, C.A. No. 7996-ML.


Financial Innovation In East Asia, Ross P. Buckley, Douglas W. Arner, Michael Panton 2014 Seattle University School of Law

Financial Innovation In East Asia, Ross P. Buckley, Douglas W. Arner, Michael Panton

Seattle University Law Review

Finance is important for development. However, the Asian financial crisis of 1997–1998 and the global financial crisis of 2008 highlighted the serious risks associated with financial liberalization and excessive innovation. East Asia’s strong focus on economic growth has necessitated a careful balancing of the benefits of financial liberalization and innovation against the very real risks inherent in financial sector development. This Article examines the role of regulatory, legal, and institutional infrastructure in supporting both financial development and limiting the risk of financial crises. The Article then addresses a series of issues with particular developmental significance in the region ...


Evaluating The Performance And Accountability Of Regulators, Colin Scott 2014 Seattle University School of Law

Evaluating The Performance And Accountability Of Regulators, Colin Scott

Seattle University Law Review

The global financial crisis came in the wake of significant reforms to the structures, processes, powers, and rules of the regulatory regimes for financial markets in many of the countries adversely affected by the crash. The global financial crisis came in the wake of significant reforms to the structures, processes, powers, and rules of the regulatory regimes for financial markets in many of the countries adversely affected by the crash. In this Article, I follow the logic of an argument that regulation necessarily has political dimensions, even where it may appear technical. I am asking questions about how we might ...


Culture Wars: Rate Manipulation, Institutional Corruption, And The Lost Normative Foundations Of Market Conduct Regulation, Justin O'Brien 2014 Seattle University School of Law

Culture Wars: Rate Manipulation, Institutional Corruption, And The Lost Normative Foundations Of Market Conduct Regulation, Justin O'Brien

Seattle University Law Review

The global investigations into the manipulation of the London Interbank Offered Rate (Libor) have raised significant questions about how conflicts of interest are managed for regulated entities contributing to benchmarks. An alternative framework, which brings the management of the rate process under direct regulatory supervision, is under consideration, coordinated by the International Organization of Securities Commissions taskforce. The articulation of global principles builds on a review commissioned by the British government that suggests rates calculated by submission can be reformed. This paper argues that this approach is predestined to fail, precisely because it ignores the lessons of history. In revisiting ...


The Timing And Source Of Regulation, Frank Partnoy 2014 Seattle University School of Law

The Timing And Source Of Regulation, Frank Partnoy

Seattle University Law Review

The distinction between specific concrete rules and general abstract principles has engaged legal theorists for decades. This rules–principles distinction has also become increasingly important in corporate and securities law, as well as financial market regulation. This Article adds two important variables to the rules–principles debate: timing and source. Although these two variables are relevant to legal theory generally, the specific goal here is not to address and engage the rules versus principles literature directly. Rather, the goal here is to ask whether the debate about financial market regulation might benefit from a more transparent analysis of temporal and ...


Australia’S Experience With Foreign Direct Investment By State Controlled Entities: A Move Towards Xenophobia Or Greater Openness?, Greg Golding 2014 Seattle University School of Law

Australia’S Experience With Foreign Direct Investment By State Controlled Entities: A Move Towards Xenophobia Or Greater Openness?, Greg Golding

Seattle University Law Review

Over the last few years, there has been considerable debate in Australia as to the appropriate regulation of foreign direct investment by entities affiliated with foreign governments. During that time, Australia has been a significant beneficiary of investment by sovereign wealth funds from many foreign jurisdictions, particularly by Chinese state owned enterprises. The Australian government, similar to governments of many developed Western countries, has struggled to properly calibrate its policy settings for regulating this type of investment activity. This Article considers the Australian regulatory regime and assesses Australia’s experience in regulating those investment flows during this period.


State Capital: Global And Australian Perspectives, George Gilligan, Megan Bowman 2014 Seattle University School of Law

State Capital: Global And Australian Perspectives, George Gilligan, Megan Bowman

Seattle University Law Review

The activities of state-related pools of capital need to be understood within the context of an era of globalization, in which economic and political ties between many jurisdictions are deepening, A variety of modes of governance are emerging that have a capacity for impacts of broad international scope. The rising influence of more proactive state-led capitalism is one of the shaping variables in how the global economy has been changing swiftly in recent decades, and the effects of the Global Financial Crisis have arguably accelerated these structural shifts. This Article identifies three discrete phenomena in the state capital arena. First ...


What Is A Corporation? Liberal, Confucion, And Socialist Theories Of Enterprise Organization (And State, Family, And Personhood), Teemu Ruskola 2014 Seattle University School of Law

What Is A Corporation? Liberal, Confucion, And Socialist Theories Of Enterprise Organization (And State, Family, And Personhood), Teemu Ruskola

Seattle University Law Review

What is a corporation? An easy, but not very informative, answer is that it is a legal person. More substantive answers suggest it is a moral person, a person/thing, a production team, a nexus of private agreements, a city, a semi-sovereign, or a (secular) God. Despite the economic, political, and social importance of the corporate form, we do not have a generally accepted legal theory of what a corporation is, apart from the law’s questionable assertion that it is a “person.” In this Article, the author places the idea, and law, of the corporation in a comparative context ...


"Quack Corporate Governance" As Traditional Chinese Medicine: The Securities Regulation Cannibalization Of China's Corporate Law And A State Regulator's Battle Against Party State Political Economic Power, NIcholas Calcina Howson 2014 Seattle University School of Law

"Quack Corporate Governance" As Traditional Chinese Medicine: The Securities Regulation Cannibalization Of China's Corporate Law And A State Regulator's Battle Against Party State Political Economic Power, Nicholas Calcina Howson

Seattle University Law Review

From the start of the People’s Republic of China’s (PRC) “corporatization” project in the late 1980s, a Chinese corporate governance regime subject to increasingly enabling legal norms has been determined by mandatory regulations imposed by the PRC securities regulator, the China Securities Regulatory Commission (CSRC). Indeed, the Chinese corporate law system has been cannibalized by all-encompassing securities regulation directed at corporate governance, at least for companies with listed stock. This Article traces the path of that sustained intervention and makes a case—wholly contrary to the “quack corporate governance” critique much aired in the United States—that for ...


The Evolution Of Corporate Governance In Japan: The Continuing Relevance Of Berle And Means, Takaya Seki, Thomas Clarke 2014 Seattle University School of Law

The Evolution Of Corporate Governance In Japan: The Continuing Relevance Of Berle And Means, Takaya Seki, Thomas Clarke

Seattle University Law Review

The evolution of corporate governance in Japan towards international standards continues, though at a gradual pace that often concerns outsiders. The substance of Japanese corporate governance is often questioned due to a lack of understanding of the unique elements of the Japanese institutional system. Japanese companies are under a sustained assault from overseas investors to introduce a greater number of independent directors on boards, improve accountability, and enhance transparency. The majority of Japanese companies have taken what they regard as significant steps in this direction of accountability. In Japan, however, there is a different conception of the role of the ...


The Third Way, Kent Greenfield 2014 Seattle University School of Law

The Third Way, Kent Greenfield

Seattle University Law Review

Shareholder supremacists argue that corporate management should be constrained by additional shareholder power to nominate directors, approve executive pay, or receive financial disclosures. Meanwhile, managerial and directorial apologists suggest that the way forward is to protect managerial prerogative. But, there is a third way: Managerial obligation could be increased without the obligation running solely to the holders of equity. This Article situates the current moment of intellectual churning in corporate law in a larger historical narrative and explains why we find ourselves in this moment. This Article then suggests what a third way might require in terms of conceptualization, process ...


Is The Independent Director Model Broken?, Roberta S. Karmel 2014 Seattle University School of Law

Is The Independent Director Model Broken?, Roberta S. Karmel

Seattle University Law Review

At common law, an interested director was barred from participating in corporate decisions in which he had an interest, and therefore “dis-interested” directors became desirable. This concept of the disinterested director developed into the model of an “independent director” and was advocated by the Securities and Exchange Commission and court decisions as a general ideal in a variety of situations. This Article explores doubts regarding the model of an “independent director” and suggests that director expertise may be more important that director independence. The Article then discusses shareholder primacy and sets forth alternatives to the shareholder primacy theory of the ...


Law And Finance: The Case Of Stock Market Development In China, Zhong Zhang Dr 2014 SelectedWorks

Law And Finance: The Case Of Stock Market Development In China, Zhong Zhang Dr

Zhong Zhang Dr

In just over 2 decades China has developed a stock market that is now one of the biggest in the world. This is puzzling, considering that law in general and investor protection in particular in China is widely regarded as weak. However, a thorough examination reveals that, far from being a counterexample, the case of China lends strong support to the “law matters”’ thesis. Granted, investor protection counted for little during the rapid growth of the market before mid-2001. But by the early 2000s, outrageous securities frauds had become endemic, bringing the market to a serious crisis. Faced with a ...


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