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Conscience And Complicity: Assessing Pleas For Religious Exemptions In Hobby Lobby's Wake, Amy Sepinwall 2015 University of Pennsylvania

Conscience And Complicity: Assessing Pleas For Religious Exemptions In Hobby Lobby's Wake, Amy Sepinwall

Amy J. Sepinwall

In the paradigmatic case of conscientious objection, the objector claims that his religion forbids him from actively participating in a wrong (e.g., by fighting in a war). In the religious challenges to the Affordable Care Act’s employer mandate, on the other hand, employers claim that their religious convictions forbid them from merely subsidizing insurance through which their employees might commit a wrong (e.g., by using contraception). The understanding of complicity underpinning these challenges is vastly more expansive than what standard legal doctrine or moral theory contemplates. Courts routinely reject claims of conscientious objection to taxes that fund ...


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 Value Of Soft Variables In Corporate Reorganizations, Michelle M. Harner 2015 University of Maryland Francis King Carey School of Law

The Value Of Soft Variables In Corporate Reorganizations, Michelle M. Harner

Faculty Scholarship

When a company is worth more as a going concern than on a liquidation basis, what creates that additional value? Is it the people, management decisions, the simple synergies of the operating business, or some combination of these types of soft variables? And perhaps more importantly, who owns or has an interest in these soft variables? This article explores these questions under existing legal doctrine and practice norms. Specifically, it discusses the characterization of soft variables under applicable law and in financing documents, and it surveys related judicial decisions. It also considers the overarching public policy and Constitutional implications of ...


Comment On The Proposed Definition Of “Eligible Organization” For Purposes Of Coverage Of Certain Preventative Services Under The Affordable Care Act, Lyman P. Q. Johnson, David K. Millon, Stephen M. Bainbridge, Ronald J. Colombo, Brett McDonnell, Alan J. Meese, Nathan B. Oman 2014 Washington and Lee University School of Law

Comment On The Proposed Definition Of “Eligible Organization” For Purposes Of Coverage Of Certain Preventative Services Under The Affordable Care Act, Lyman P. Q. Johnson, David K. Millon, Stephen M. Bainbridge, Ronald J. Colombo, Brett Mcdonnell, Alan J. Meese, Nathan B. Oman

Faculty Scholarship

In late August 2014, after suffering a defeat in the Supreme Court Hobby Lobby decision when the Court held that business corporations are “persons” that can “exercise religion,” the Department of Health and Human Services (“HHS”) proposed new rules defining “eligible organizations.” Purportedly designed to accommodate the Hobby Lobby ruling, the proposed rules do not comport with the reasoning of that important decision and they unjustifiably seek to permit only a small group of business corporations to be exempt from providing contraceptive coverage on religious grounds. This comment letter to the HHS about its proposed rules makes several theoretical and ...


Up Close And Personal With Delaware, Darian M. Ibrahim, Brian J. Broughman 2014 College of William & Mary Law School

Up Close And Personal With Delaware, Darian M. Ibrahim, Brian J. Broughman

Popular Media

No abstract provided.


Oxford Handbook: Institutional Investors In Corporate Governance, Edward B. Rock 2014 University of Pennsylvania Law School

Oxford Handbook: Institutional Investors In Corporate Governance, Edward B. Rock

Faculty Scholarship

This chapter of the Oxford Handbook on Corporate Law and Governance examines the role of institutional investors in corporate governance and the role of regulation in encouraging institutional investors to become active stewards. I approach these topics through asking what lessons we can draw from the U.S. experience for the E.U.’s 2014 proposed amendments to the Shareholder Rights Directive.

I begin by defining the institutional investor category, and summarizing the growth of institutional investors’ equity holdings over time. I then briefly survey how institutional investors themselves are governed and how they organize share voting. This leads me ...


Policing Public Companies: An Empirical Examination Of The Enforcement Landscape And The Role Played By State Securities Regulators, Amanda M. Rose, Larry J. LeBlanc 2014 University of Florida Levin College of Law

Policing Public Companies: An Empirical Examination Of The Enforcement Landscape And The Role Played By State Securities Regulators, Amanda M. Rose, Larry J. Leblanc

Florida Law Review

Multiple different securities law enforcers can pursue U.S. public companies for the same misconduct. These enforcers include a variety of federal agencies, class action attorneys, and derivative litigation attorneys, as well as fifty separate state regulators. Scholars and policy makers have increasingly questioned whether the benefits of this multienforcer approach are worth the costs, or whether a more coordinated and streamlined securities enforcement regime might lead to efficiency gains. How serious are these concerns? And what role do state regulators play in the enforcement mix? Whereas the enforcement efforts of the Securities and Exchange Commission and class action lawyers ...


A Comprehensive Economic And Legal Analysis Of Tying Arrangements, Guy Sagi 2014 Seattle University School of Law

A Comprehensive Economic And Legal Analysis Of Tying Arrangements, Guy Sagi

Seattle University Law Review

The law of tying arrangements as it stands does not correspond with modern economic analysis. Therefore, and because tying arrangements are so widely common, the law is expected to change and extensive academic writing is currently attempting to guide its way. In tying arrangements, monopolistic firms coerce consumers to buy additional products or services beyond what they intended to purchase. This pressure can be applied because a consumer in a monopolistic market does not have the alternative to buy the product or service from a competing firm. In the absence of such choice, the monopolistic firm can allegedly force the ...


E-Books, Collusion, And Antitrust Policy: Protecting A Dominant Firm At The Cost Of Innovation, Nicholas Timchalk 2014 Seattle University School of Law

E-Books, Collusion, And Antitrust Policy: Protecting A Dominant Firm At The Cost Of Innovation, Nicholas Timchalk

Seattle University Law Review

Amazon’s main rival, Apple, went to great lengths and took major risks to enter the e-book market. Why did Apple simply choose not to compete on the merits of its product and brand equity (the iPad and iBookstore) as it does with its other products? Why did Apple decide not to continue to rely on its earlier success of situating its products differently in the market than other electronics and working hard to be different and cutting-edge with its e-book delivery? This Note argues that the combination of Amazon’s 90% market share, network externalities, and an innovative technology ...


The “Legal” Marijuana Industry's Challenge For Business Entity Law, Luke M. Scheuer 2014 Widener Law

The “Legal” Marijuana Industry's Challenge For Business Entity Law, Luke M. Scheuer

Luke M Scheuer

In recent years many states have legalized the use and sale of marijuana for medical or even recreational purposes. This has led to the booming growth of a “legal” marijuana industry. Businesses openly growing and selling marijuana products to the consuming public are faced with some unusual legal hurdles. Significantly, although the sale of marijuana may be legal at the state level, it is still illegal under federal law. This article explores the conflict between state and federal marijuana laws from a business entity law perspective. For example, managers owe a fiduciary duty of good faith to their businesses and ...


Books Received, Georgia Journal of International and Comparative Law 2014 University of Georgia School of Law

Books Received, Georgia Journal Of International And Comparative Law

Georgia Journal of International & Comparative Law

No abstract provided.


Trouble Abroad: Microsoft's Antitrust Problems Under The Law Of The European Union, Justin O'Dell 2014 University of Georgia School of Law

Trouble Abroad: Microsoft's Antitrust Problems Under The Law Of The European Union, Justin O'Dell

Georgia Journal of International & Comparative Law

No abstract provided.


Career Advice For New In-House Lawyers, Faraz Choudhry 2014 Hamline University

Career Advice For New In-House Lawyers, Faraz Choudhry

Hamline Law Review

abstract


Nearing 30, Is Revlon Showing Its Age?, Mohsen Manesh 2014 Washington and Lee University School of Law

Nearing 30, Is Revlon Showing Its Age?, Mohsen Manesh

Washington and Lee Law Review Online

Nearly thirty years ago, in Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., the Delaware Supreme Court famously dictated that in certain transactions involving a “sale or change in control,” the fiduciary obligation of a corporation’s board of directors is simply to “get[] the best price for the stockholders.” Applying a novel remedial perspective to this iconic doctrine, in The Dwindling of Revlon, Professor Lyman Johnson and Robert Ricca argue that Revlon is today of diminishing significance. In the three decades since, the coauthors observe, corporate law has evolved around Revlon, dramatically limiting the remedial clout of the doctrine. In ...


The Corporate Governance Obsession, Mariana Pargendler 2014 Berkeley Law

The Corporate Governance Obsession, Mariana Pargendler

Law & Economics Workshop

No abstract provided.


Charitable Nonprofits’ Use Of Noncompetition Agreements: Having The Best Of Both Worlds, Lindsey D. Blanchard 2014 Golden Gate University School of Law

Charitable Nonprofits’ Use Of Noncompetition Agreements: Having The Best Of Both Worlds, Lindsey D. Blanchard

Golden Gate University Law Review

Unlike traditional for-profit entities, whose main goal is profit maximization, charitable nonprofits are organized and operated to benefit some greater good. As a result, charitable nonprofits receive donations from philanthropic individuals and corporations, as well as various tax breaks from the government, which are unavailable to for-profit entities. At the same time, charitable nonprofits exploit many of the same tools that for-profit firms utilize to maximize profits, including noncompetition agreements. Thus, charitable nonprofits are able to benefit from an anti-competition, profit-maximizing tool while also reaping the rewards of their tax-exempt status. In short, charitable nonprofits wrongly enjoy the best of ...


The Rising Son Under The Shadow Of Company Communities: Do Japanese Family Firms Really Excel?, Zenichi Shishido, Noriyuki Yanagawa 2014 Berkeley Law

The Rising Son Under The Shadow Of Company Communities: Do Japanese Family Firms Really Excel?, Zenichi Shishido, Noriyuki Yanagawa

Law & Economics Workshop

No abstract provided.


"Defensive Territoriality": A New Paradigm For The Prosecution Of Extraterritorial Business Crimes, Ellen S. Podgor 2014 University of Georgia School of Law

"Defensive Territoriality": A New Paradigm For The Prosecution Of Extraterritorial Business Crimes, Ellen S. Podgor

Georgia Journal of International & Comparative Law

No abstract provided.


A Comparison Of Corporate Taxation In The United States And Germany: Different Ways Up The Mountain, Walter D. Schwidetzky 2014 University of Georgia School of Law

A Comparison Of Corporate Taxation In The United States And Germany: Different Ways Up The Mountain, Walter D. Schwidetzky

Georgia Journal of International & Comparative Law

No abstract provided.


Empowering Employees To Prevent Fraud In Nonprofit Organizations, John M. Bradley 2014 University of Pennsylvania Law School

Empowering Employees To Prevent Fraud In Nonprofit Organizations, John M. Bradley

Faculty Scholarship

This Article examines the significant problem of fraud within nonprofit organizations and demonstrates that current anti-fraud measures do not adequately reflect the important role employees play in perpetuating or stopping fraudulent activity. Psychological and organizational behavior studies have established the importance of (1) participation and (2) peers in shaping the behavior of individuals within the organizational context. This Article builds on that research and establishes that to successfully combat fraud, organizations must integrate employees into the design, implementation, and enforcement of anti-fraud strategy and procedures. Engaged, empowered employees will be less likely to commit fraud and more likely to dissuade ...


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