Business Commons^™

Risk Regulation And Innovation: The Case Of Rights-Encumbered Biomedical Data Silos, Arti K. Rai

Faculty Scholarship

Recent Supreme Court cases on patent-eligible subject matter are likely to exacerbate the longstanding problem of biomedical data fragmentation. For each data silo, multiple overlapping legal claims and claimants must be addressed to achieve the benefits of pooling.

Commentators who have discussed the data aggregation challenge have generally focused on possibilities created through public funding, through collective action by research participants, or through pressure by payers. This Article emphasizes the important role of risk regulators, most notably the precedent offered by risk regulation in the area of clinical trial data.

While U.S. risk regulators have taken some positive steps, the …

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 …

Rethinking Corporate Governance For A Bondholder Financed, Systemically Risky World, Steven L. Schwarcz

Faculty Scholarship

This Article makes two arguments that, combined, demonstrate an important synergy: first, including bondholders in corporate governance could help to reduce systemic risk because bondholders are more risk averse than shareholders; second, corporate governance should include bondholders because bonds now dwarf equity as a source of corporate financing and bond prices are increasingly tied to firm performance.

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 hypothesis that …

Coordinating Compliance Incentives, Veronica Root

Faculty Scholarship

In today’s regulatory environment, a corporation engaged in wrongdoing can be sure of one thing: regulators will point to an ineffective compliance program as a key cause of institutional misconduct. The explosion in the importance of compliance is unsurprising given the emphasis that governmental actors — from the Department of Justice, to the Securities and Exchange Commission, to even the Commerce Department — place on the need for institutions to adopt “effective compliance programs.” The governmental actors that demand effective compliance programs, however, have narrow scopes of authority. DOJ Fraud handles violations of the Foreign Corrupt Practices Act, while the …

The Deregulation Of Private Capital And The Decline Of The Public Company, Elisabeth De Fontenay

Faculty Scholarship

From its inception, the federal securities law regime created and enforced a major divide between public and private capital raising. Firms that chose to “go public” took on substantial disclosure burdens, but in exchange were given the exclusive right to raise capital from the general public. Over time, however, the disclosure quid pro quo has been subverted: Public companies are still asked to disclose, yet capital is flooding into private companies with regulators’ blessing.

This Article provides a critique of the new public-private divide centered on its information effects. While regulators may have hoped for both the private and public …

Pharmaceutical M&A Activity: Effects On Prices, Innovation, And Competition, Barak D. Richman, Will Mitchell, Elena Vidal, Kevin Schulman

Faculty Scholarship

The rise of blockbuster pharmaceutical acquisitions has prompted fears that unprecedented market concentration will weaken competition. Two of the most prominent concerns focus on the upstream and downstream ends of the pharmaceutical industry: (1) the concern that these mergers will concentrate the market for discovery and will therefore lead to fewer discoveries; and (2) the concern that merging large marketing, sales, and distribution forces will strengthen the hands of select pharmaceutical manufacturers and weaken downstream competition. Having considered potential dynamic effects in the industry and conducted a series of preliminary interviews with knowledgeable observers, though, this Article argues that neither …

Enforcing The Fcpa: International Resonance And Domestic Strategy, Rachel Brewster

Faculty Scholarship

The Foreign Corrupt Practices Act (“FCPA”), which bans corporations from offering bribes to foreign government officials, was enacted during the Watergate era’s crackdown on political corruption but remained only weakly enforced for its first two decades. American industry argued that the law created an uneven playing field in global commerce, which made robust enforcement politically unpopular. This Article documents how the executive branch strategically under- enforced the FCPA, while Congress and the President pushed for an international agreement that would bind other countries to rules similar to those of the United States. The Article establishes that U.S. officials ramped up …

Talent Systems For Law Firms, William D. Henderson

Articles by Maurer Faculty

irtually every large US law firm owes its rise and success to a talent system it adopted several decades ago. These talent systems were effective because they created highly skilled business lawyers in a way that aligned the interests of partners, associates, and clients. The most prominent example is the Cravath System, though other business lawyers throughout the US were making similar discoveries at roughly the same time. The tremendous forward momentum of these first-generation talent systems has created the problem of ahistorical partners — owners who collect the late-stage benefits of a talent system approach without understanding its original …

Ceo Side Payments In Mergers And Acquisitions, Brian J. Broughman

Articles by Maurer Faculty

In addition to golden parachutes, CEOs often negotiate for personal side-payments in connection with the sale of their firm. Side-payments differ from golden parachutes in that they are negotiated ex post in connection with a specific acquisition proposal, whereas golden parachutes are part of the executive’s employment agreement negotiated when she is hired. While side-payments may benefit shareholders by countering managerial resistance to an efficient sale, they can also be used to redistribute merger proceeds to management. The current article highlights an overlooked distinction between pre-merger golden parachutes and merger side-payments. Similar to a legislative rider attached to a popular …

Luck, Justice And Systemic Financial Risk, John Linarelli

Scholarly Works

Systemic financial risk is one of the most significant collective action problems facing societies. The Great Recession brought attention to a tragedy of the commons in capital markets, in which market participants, from first-time homebuyers to Wall Street financiers, acted in ways beneficial to themselves individually, but which together caused substantial collective harm. Two kinds of risk are at play in complex chains of transactions in financial markets: ordinary market risk and systemic risk. Two moral questions are relevant in such cases. First, from the standpoint of interactional morality, does a person have a moral duty to avoid risk of …

Improving Nuclear Safety, Security, And Nonproliferation In Northeast Asia Through Multinational Approach, Viet Phuong Nguyen

International Journal of Nuclear Security

No abstract provided.

Nuclear Power: Black Sky Liability Or Black Sky Asset?, Sherrell R. Greene

International Journal of Nuclear Security

Ready access to abundant electricity is a key enabler of modern life. During the past decade the vulnerability of Critical Infrastructure sectors in the U.S. to a variety of natural hazards and man-made threats has become increasingly apparent. The electrical infrastructure (the “Grid”) is the foundation for all other critical civil infrastructures upon which our society depends. Therefore, protection of the Grid is an energy security, homeland security, and national security issue of highest importance. Geomagnetic disturbances (GMD) induced by solar coronal mass ejections (CMEs), electromagnetic pulse (EMP) attacks, and cyber attacks are three events having the potential to plunge …

Addressing The Tunnel Threat At Nuclear Facilities: A Case Study, Md. Mobasher Ahmed

International Journal of Nuclear Security

No abstract provided.

Janus Realized: The Use Of Social Media As A Means Of Transparency Nuclear Communication To The Public, Frances Bachstein

International Journal of Nuclear Security

No abstract provided.

Letter From The Editor

International Journal of Nuclear Security

No abstract provided.

Table Of Contents

International Journal of Nuclear Security

No abstract provided.

Evaluation Of Covert Plutonium Production From Unconventional Uranium Sources, Ondrej Chvala, Steven Skutnik, Tyrone Christopher Harris, Emily Anne Frame

International Journal of Nuclear Security

The potential for a relatively non-advanced nation to covertly acquire a significant quantity of weapons-grade plutonium using a gas-cooled, natural uranium-fueled reactor based on relatively primitive early published designed is evaluated in this article. The economic and technical issues that would influence the design decisions of a covert ²³⁹Pu production program are considered.

Several unconventional uranium acquisition approaches were explored. Methods for extracting uranium from enrichment tails, seawater, and coal ash sources were considered. The evaluation indicated that uranium extraction from coal ash or insitu leaching from underground deposits could be performed in economical manner that might be difficult …

Student Competition Cover

International Journal of Nuclear Security

No abstract provided.

Prospects For Cooperation On Tackling Nuclear And Radiological Terrorism In South Asia: India–Pakistan Nuclear Detection Architecture, Muhammad Umer Khan

International Journal of Nuclear Security

No abstract provided.

Table Of Contents

International Journal of Nuclear Security

No abstract provided.

From The Editor’S Desk

International Journal of Nuclear Security

No abstract provided.

Opportunities And Challenges In Developing Nuclear Security In Africa, James Larkin Mfr

International Journal of Nuclear Security

Those involved in nuclear security recognize that regions of significant instability in Africa have an impact on the safety and security of the continent's nuclear material and un-enriched uranium; however, some countries outside of continental Africa have taken counterproductive approaches to this issue. Despite challenges, the nuclear security community continues to develop and apply appropriate levels of nuclear security where needed. The community also takes every opportunity to make significant contributions to the global discourse on nuclear security culture.

Legal And Regulatory Framework Of Nuclear Security In Indonesia, Dahlia Cakrawati Sinaga

International Journal of Nuclear Security

Nuclear security is one of the most important topics for regulatory purposes in Indonesia. Nuclear security measures exist to prevent, detect, and respond to unauthorized removal of radioactive material and the sabotage of nuclear and radiation facilities. Indonesia participates in bilateral and multilateral cooperation and international events such as the Nuclear Security Summit. Indonesia has also ratified several international instruments related to nuclear security. Based on commitment to international events and ratification, Indonesia has developed nuclear security infrastructures by strengthening legislation and regulation, enhancing building capacity, and strengthening equipment and facilities. Badan Pengawas Tenaga Nuklir (BAPETEN) is Indonesia’s nuclear energy …

Nuclear Security Risk Analysis: An Insider-Outsider Collusion Scenario, Mohammad A. Hawila, Sunil S. Chirayath

International Journal of Nuclear Security

This study analyses the vulnerability of the physical protection system (PPS) deployed at a hypothetical facility. The PPS is designed to prevent and eliminate threats to nuclear materials and facilities. The analysis considers possible outsider and insider threats. A modified adversary sequence diagram (ASD) evaluates threat pathways to test an insider-outsider collusion case. The ASD also measures the probability of adversary interruption by demonstrating the methodology for a typical nuclear facility.

Nuclear Security Culture And Batan’S Assessment: Batan’S Experience, Anhar R. Antariksawan

International Journal of Nuclear Security

Organizations should increase safety to minimize the harmful effects of nuclear materials. Additionally, organizations should take measures to protect security culture within the organization itself. This paper covers the National Nuclear Energy Agency of Indonesia’s (BATAN’s) promotion of nuclear security culture and self- assessment projects, which is based on the International Atomic Energy Agency’s (IAEA) methodology.

Modified Fault Tree Method For Vulnerability Analysis Of Nuclear Medicine Facility Security System Case Study: Radiotherapy Facility, Sardjito General Hospital, Haryono Budi Santosa

International Journal of Nuclear Security

Assessing the vulnerability of physical protection systems (PPS) in nuclear medicine facilities is needed to prevent a security incident that could lead to the malicious use of nuclear material. Theft and sabotage of nuclear materials is becoming globally recognized. The current methods of assessing vulnerability tend to be oriented toward complex nuclear security; consequently, it is excessive to use such methods in simple facilities (i.e., radiotherapy facilities in hospitals).

The fault tree analysis is a method to assess vulnerability for a simple nuclear facility. The method’s primary events (i.e., basic events and undeveloped events) are able to accommodate fault causes …

Legal Implications Of Direct Satellite Broadcasting – The U.N. Working Group, Nancy M. Lesko

Georgia Journal of International & Comparative Law

No abstract provided.

Vincentian Education: The Role Of Compassion, Jerrold Ross

Journal of Vincentian Social Action

The renowned Vincentian Center of St John's University brings with it additional prestige and recognition to the research faculties who produce important findings for all levels of Catholic education and for the perpetuation of a tradition long associated with the University. Beginning with Catholic education in preschool and continuing through higher education, Vincentian education, now in its second century, should provide Hope, answer our dreams and refresh its reaction to a vibrant social context, so that people can understand its meaning beyond philosophical statements.

The Heart Of Vincentian Higher Education, Dennis H. Holtschneider Cm.

Journal of Vincentian Social Action

It means a great deal to me to be here at St. John’s University, where I began my university service twenty-seven years ago. It has been my own great joy to spend my life in Vincentian education. Working in Vincentian Universities combines my love for the intellectual life with a desire to serve the poor that I myself received because I attended a Vincentian university in my youth. And it’s the great heart of a Vincentian university to see possibility in ALL the young. I doubt that Bishop Loughlin, whose idea that there should be a university for immigrants led …