Business Commons^™

Transnational Business Governance And The Management Of Natural Resources, Virginia Haufler

Transnational Business Governance Interactions Working Papers

In the last two decades, the international community has intervened directly to reduce the conflict and corruption that accompany natural resource development in weakly governed states. These efforts converge on the norm of information disclosure by a number of different transnational business governance initiatives. This article examines how the successive failures of public and private efforts led to patterns of convergence and divergence in the transnational governance of the extractive sector. The timing of the effort, combined with variation in industry structure, differences in the targets of information disclosure, and learning over time influence the outcome in each case. This …

Iso 26000: Bridging The Public/Private Divide In Transnational Business Governance Interactions, Kernaghan Webb

Transnational Business Governance Interactions Working Papers

This paper explores the proposition that the ISO 26000 social responsibility guidance standard represents an innovative form of global social responsibility (SR) rule instrument that performs five key distinctive bridging functions in addressing public and private transnational business governance interactions: (1) top down transpositions of key concepts from inter-­‐governmental instruments directed at first instance at states into a non-­‐state global SR rule instrument applying directly to transnational corporations (TNCs) and other organizations; (2) bottom up transpositions of key concepts from non-­‐state SR instruments of narrow focus to apply more broadly to all SR activities; (3) innovations in the standards development …

Transnational Business Governance Interactions And Technical Systems In Global Finance, Tony Porter

Transnational Business Governance Interactions Working Papers

Most transnational regulatory problems involve technical systems: extended sets of productive connections between humans, organized knowledge, and material objects. The functioning and relations between transnational business governance (TBG) schemes in any particular issue area are usually shaped by these technical systems. These technical systems and the material world that they interact with are not simply exogenous environments for tBG schemes. Individual TBG schemes can enhance their power and influence by expanding their function in a technical system, by incorporating the material aspects of the system into their activities, or by producing the system's technical knowledge. I hypothesize that where a …

The Architecture Of Transnational Private Regulation, Fabrizio Cafaggi

Transnational Business Governance Interactions Working Papers

Conflicting interests among private actors constitute an important factor to explain why and how transnational private regulation has grown and the proliferation of standards and standard setting organizations that has followed. This essay provides a map of transnational regulatory space suggesting that the different levels are related to various governance responses to conflicts within the private sphere and between private and public actors.Three levels of the global regulatory space are considered: (1) the single global regulatory body, where interests are integrated into one organization, (2) the regime, in which multiple organizations operate, regulating within the same policy field, (3) multiple …

Forecasts For A Fairer Future, Wanjiru Kamau-Rutenberg

Politics

A system delivering weather details via short message service (SMS) to farmers in Kenya makes use of traditional and modern forecasting methods, alerting them to periods of heavy rain or drought. The IGAD Climate Prediction and Applications Centre (ICPAC), a climate research institute representing seven east African countries, is working on a system using cell phones to help farmers address the negative impacts of climate change. The new system makes use of the Nganyi's traditional forecasting techniques combined with data from the Kenya Meteorological Department (KMD). KMD staff compile the resulting information and enter it into a database. The information …

Counterfeits, Copying And Class, Ann Bartow

Law Faculty Scholarship

Consumers who want to express themselves by wearing contemporary clothing styles should not have to choose between expensive brands and counterfeit products. There should be a clear distinction in trademark law between illegal, counterfeit goods and perfectly legal (at least with respect to trademark law) "knockoffs," in which aesthetically functional design attributes have been copied but trademarks have not. Toward that end, as a normative matter, the aesthetic features of products should not be registrable or protectable as trademarks or trade dress, regardless of whether they have secondary meaning, just as functional attributes of a utilitarian nature are not eligible …

Patent Reform And Best Mode: A Signal To The Patent Office Or A Step Toward Elimination?, Ryan G. Vacca

Law Faculty Scholarship

On September 16, 2011, President Obama signed the America Invents Act (AIA), the first major overhaul of the patent system in nearly sixty years. This article analyzes the recent change to patent law's best mode requirement under the AIA. Before the AIA, patent applicants were required, at the time of submitting their application, to disclose the best mode of carrying out the invention as contemplated by the inventor. A failure to disclose the best mode was a basis for a finding of invalidity of the relevant claims or could render the entire patent unenforceable under the doctrine of inequitable conduct. …

Blaming As A Social Process: The Influence Of Character And Moral Emotion On Blame, Janice Nadler

Faculty Working Papers

For the most part, the law eschews the role of moral character in legal blame. But when we observe an actor who causes harm, legal and psychological blame processes are in tension. Procedures for legal blame assume an assessment of the actor's mental state, and ultimately of responsibility, that is independent of the moral character of the actor. In this paper, I present experimental evidence to suggest that perceptions of intent, foreseeability, and possibly causation can be colored by independent reasons for thinking the actor is a bad person, and are mediated by the experience of negative moral emotion. Our …

Cadbury Twenty Years On, Cally Jordan

Faculty Papers & Publications

This year marks the twentieth anniversary of the publication of the Cadbury Report, one of the most significant events in modern corporate governance. The Cadbury Report, and its simple two page 'best practices', triggered a global debate on corporate governance. 'Cadbury' codes of corporate governance spread like wildfire. The legacy of the Cadbury Report lives on in the UK with no diminution in the appeal of its voluntary code/comply or explain approach to corporate governance. But there are several clouds looming on the horizon. Comply or explain and voluntary codes of corporate governance appear to have run their course elsewhere …

Santa Clara Magazine, Volume 53 Number 3, Winter 2012, Santa Clara University

Santa Clara Magazine

18 - MY FIGHT, MY FAITH By Steven Boyd Saum. As head of the CIA, Leon Panetta '60, J.D. '63 restored confidence in the agency and oversaw the mission to find Osama bin Laden. Now, as secretary of defense in an age of budget austerity, he has to make sure the Pentagon doesn't break the bank-and that the nation doesn't break faith with the men and women who serve.

24 - GENERAL JOE By Sam Scott '96. When Joseph Peterson '72 signed up for ROTC as an undergrad, he planned to complete his military service and then move on. Nearly …

Santa Clara Magazine, Volume 54 Number 1, Summer 2012, Santa Clara University

Santa Clara Magazine

14 - BELLA VITA By Ron Hansen M.a. '95. After 66 years, Professor Victor Vari is retiring. He's imparted to generations of Santa Clara students an understanding of Italian language and culture-and how to live a beautiful life.

18 - THE SPORTING LIFE By Ann Killion. From when women first arrived on the Mission Campus 50 years ago and athletics was a dirty word-to internationally known programs and penalty shots heard 'round the world.

20 - RESPECT THE GAME By Britt Yap. They've been national champs and the subject of dreams-may-cometrue movies. But in the beginning, they were women who …

Santa Clara Magazine, Volume 54 Number 2, Fall 2012, Santa Clara University

Santa Clara Magazine

18 - WE, ROBOTS By John Deever. Adventures with the Robotics Systems Laboratory by land, sea, and sky. And in orbit.

20 - SARAH KATE WILSON VS. GODZILLA By Jeff Gire. Tackling big problems- like attracting more women to engineering and transferring mountains of data through the air.

22 - DELUGE AND DROUGHT By Erica Klarreich. Lessons in how to wedge more data into less space-and build a smarter energy grid.

24 - BUILDING BIOMEDICAL TESTS By Melissae Fellet. Where engineering meets biology, the work ranges from diagnosing voice disorders to tracking toxicity in the brain.

26 - THE LONG …

Santa Clara Magazine, Volume 53 Number 4, Spring 2012, Santa Clara University

Santa Clara Magazine

20 - WHAT WILL YOU BE? By David Mckay Wilson. San Francisco's Immaculate Conception Academy has found a work-study program that gives low-income students what they need. Starting with a bigger view of the world.

22 - BUCKY BRONCO CONFIDENTIAL By Jeff Gire And Sam Scott '96. Who wears the costume today may be classified information. But here are a few secrets revealed-including how Bucky came to be.

26 - TALKIN' DUST BOWL BLUES By David Mckay Wilson. The ghost of Woody Guthrie stalks the stage-with Rob Tepper '00 playing the role. This year marks the centennial of the iconic …

Online Privacy Policy Of The Thirty Dow Jones Corporations: Compliance With Ftc Fair Information Practice Principles And Readability Assessment, Yuanxiang Li

Theses Digitization Project

This project conducted a statistical study of online privacy to examine how well corporations comply with FIPs and assess how easy their privacy was to read.

The Internationalization Of Chinese Firms: A Critical Review And Future Research*, Ping Deng

Business Faculty Publications

The important phenomenon that the internationalization of Chinese firms (ICF) represents has attracted increasing interest from scholars from multiple fields over the past 20 years (1991–2010). Although this proliferation of research has the potential to significantly improve understanding of Chinese multinational enterprises (MNEs), the necessary step of consolidating and integrating extant knowledge is absent. This paper reviews the scholarship on the ICF and offers insights into the specific areas in critical need of further development. By focusing on articles published in major scholarly journals during the period 1991–2010, the authors develop a coherent framework to organize and review conceptual and …

The New Exit In Venture Capital, Darian M. Ibrahim

Faculty Publications

No abstract provided.

Eastern Ichigan University Graduate Catalog, 2012-2013, Office Of The Registrar

Graduate Catalogs

No abstract provided.

Research Week 2012, Linda Gardiner

Office of Research Institutional Research and Scholarship

No abstract provided.

Business Faculty Notes

Transactions: The Tennessee Journal of Business Law

No abstract provided.

Forward: 2013 Revisions To The Tennessee Business Corporations Act, Joan Macleod Heminway

Transactions: The Tennessee Journal of Business Law

No abstract provided.

Determining The Proper Standard For Invalidating Arbitration Agreements Based On High Prohibitive Costs: A Discussion On The Varying Applications Of The Case-By-Case Rule, Richard A. Bales, Mark B. Gerano

Transactions: The Tennessee Journal of Business Law

Arbitration is a common means of resolving commercial disputes. Although arbitration is an attractive alternative to litigation, arbitration can be disadvantageous to a potential plaintiff because of high costs. The United States Supreme Court endorsed a “liberal … policy favoring arbitration agreements” whenever possible. However, a party is often at a disadvantage upon signing an arbitration agreement when little understanding of the agreement’s cost implications exist. Such scenarios can arise when negotiating adhesion contracts or employee handbook agreements, and when they do arise, the question of whether an agreement can be invalidated because of its cost implications must be answered …

In Search Of A Unique Identity: The L3c As A Socially Recognized Brand, Tanya M. Marcum, Eden S. Blair

Transactions: The Tennessee Journal of Business Law

The driving force for the decision to organize a new business venture as a limited liability company (“LLC”) is typically the desire to achieve favorable pass-through income tax treatment, while simultaneously enjoying the protection of limited liability for its owners. As noted by one court, “[t]he allure of the limited liability company is its unique ability to bring together in a single business organization the best features of all other business forms—properly structured, its owners obtain both a corporate-style liability shield and the pass-through tax benefits of a partnership.”

During the twenty-year period between 1977 and 1997, the legal and …

Reforms For Hire: The Jobs Act Legislation, James E. Bitter, Todd B. Skelton

Transactions: The Tennessee Journal of Business Law

Just over ten years ago, following corporate and accounting scandals in which investors lost billions of dollars, Congress enacted the Sarbanes-Oxley Act of 2002. Sarbanes-Oxley reformed public accountability reporting standards, raising the costs of compliance. In 2010, following the recent financial crisis, Congress enacted the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). The Dodd-Frank Act further increased market regulation. Sarbanes-Oxley and the Dodd-Frank Act have together worked to stem market participation.

On April 5, 2012, President Barack Obama signed the bipartisan Jumpstart Our Business Startups Act (the “JOBS Act”). The JOBS Act now seeks to ease …

Change We Can Believe In: Comparative Perspectives On The Criminalization Of Corporate Negligence, David Kerem

Transactions: The Tennessee Journal of Business Law

This paper comparatively explores the wisdom of America’s enforcement of federal corporate laws through the disproportionate assignment of criminal penalties at the entity-level. Although federal criminal statutes have long been enforced against individual violators, the vigor with which they are applied pales in comparison to the frequency of entity-level enforcement. This state of affairs has been undoubtedly spurred by the elevated state of mind requirements appended to federal securities statutes, the considerable difficulty of proving individual criminal intent within a fragmented corporate structure, and the availability of entity-level liability doctrine to prosecutors. This has resulted in countless individual violators evading …

2013 Revisions To The Tennessee Business Corporation Act, Trevor Mcelhaney

Transactions: The Tennessee Journal of Business Law

The Tennessee Business Corporation Act, as amended (“TBCA”), is the primary governing authority over the formation and operation of all Tennessee for-profit corporations. The TBCA was enacted in 1986 and became effective on January 1, 1987, replacing the Tennessee General Corporation Act of 1968. The TBCA is codified in sections 48-11-101 through 48-27-103 of the Tennessee Code Annotated.

In general, the TBCA was enacted as an enabling statute and was written to conform to the standards of the Revised Model Business Corporation Act (“MBCA”), which was adopted by the Corporate Law Committee of the Business Section of the American Bar …

Cobra Subsidies: A Compelling Narrative Of Policy Impact On The Unemployed, Uninsured, Hannah N. Gregg

CMC Senior Theses

This paper analyzes a 2009 U.S. policy which provided short term federal subsidies for COBRA health insurance premiums. COBRA allows the recently unemployed to continue purchasing health insurance through their employment-based insurance plan for a short time period after they become unemployed. Early analysis found low take-up rates for COBRA insurance due to the exceedingly high cost of full health insurance premiums, especially for those who have just lost a steady employment income. A short term 65 percent federal subsidy for COBRA insurance was implemented as a part of the American Recovery and Reinvestment Act in 2009. Subsidy policy proposed …

"The End Of The Beginning?": A Comprehensive Look At The U.N.'S Business And Human Rights Agenda From A Bystander Perspective, Jena Martin Amerson

Fordham Journal of Corporate & Financial Law

With the endorsement of the Guiding Principles regarding the issue of business and human rights, an important chapter has come to a close. Beginning with the then U.N. Secretary-General’s “global compact” speech in 1999, the international legal framework for business and human rights has undergone tremendous change and progress. Yet, for all these developments, there has been no exhaustive examination in the legal academy of all of these events; certainly there is no one piece that discusses or analyzes all the major instruments that have been proposed and endorsed by the U.N. on the subject of business and its relationship …

Vendor Compensation As An Approach For State "Amazon" Laws: Part 2, David Gamage, Devin J. Heckman

Articles by Maurer Faculty

In this essay, the second of a two-part series, we propose an approach for the U.S. states to tax interstate e-commerce. If the states adequately compensate remote e-commerce vendors for all tax compliance costs, we argue that the states can constitutionally impose use tax collection obligations on the remote vendors in a manner compatible with the Quill framework.

The Saga Of State "Amazon" Laws: Reflections On The Colorado Decision, David Gamage, Darien Shanske

Articles by Maurer Faculty

We analyze the Colorado district court’s decision in Direct Marketing Association v. Huber – a decision that permanently enjoined Colorado’s "Amazon" law. Had it not been enjoined, the Colorado law would have mandated information reporting by remote e-commerce vendors so that Colorado could levy its sales and use tax on the e-commerce purchases made by Colorado residents. We evaluate the applicability of the Tax (Anti-)Injunction Act and whether the Colorado statute and regulations should be reviewed as a tax or as a regulation. We also suggest alternative approaches that state legislatures might use in order to levy taxes on remote …

Improving The Benefit Corporation: How Traditional Governance Mechanisms Can Enhance The Innovative New Business Form, Steven Munch

Northwestern Journal of Law & Social Policy

In recent years, a number of states have offered innovative new business forms to accommodate social enterprises, organizations that pursue both profit and social purpose. These hybrid forms are designed to free socially conscious entrepreneurs from the strict pursuit of shareholder value maximization that often controls in business practice and law, allowing them instead to serve the interests of other company stakeholders or even society. One form, the benefit corporation, has been adopted by seven states and is now under consideration in several more. This Note details the development, provisions, and advantages of the benefit corporation. It also identifies and …