Business Commons^™

Democratization Of The Private Markets?, Colleen Baker, Christina M. Sautter

Faculty Journal Articles and Book Chapters

U.S. initial public offerings are declining and the amount of private market assets under management are exploding. Simultaneously, the number of retail investors opening taxable brokerage accounts is increasing. Private market assets are hot. Everyone–both institutional and retail investors–wants in on the action. Yet considerations such as financial resources and U.S. securities laws make such investment less accessible for many retail investors. In this short article, we explore this changing investment landscape and, specifically, one development within this craze: retail investments in private company shares via closed-end funds (or CEFs).

Recently, CEFs like ARK Venture Fund and Destiny Tech100, Inc. …

Introduction To The Issue, Craig S. Maher, Bruce D. Mcdonald Iii

School of Public Service Faculty Publications

This edition of Public Finance Journal brings together research exploring critical issues in public finance, from voter perceptions of fiscal health to the evolving landscape of municipal finance and intergovernmental grants. As governments at all levels navigate financial sustainability, transparency, and accountability, these studies provide fresh insights into how financial policies and practices influence governance and public trust. The articles examine the political consequences of municipal credit ratings, the practical challenges of public records laws, the complexities of managing federal grants at the local level, and the rise of green bonds as a financial instrument for sustainable development. This research …

The Poorer The Author, The Better Their Art: How For-Profit Fanfiction Can Be Fair Use., Jordan Stevenson

American University Law Review

Fanfiction is an increasingly prominent part of culture and significant form of art. Yet its authors, some of whom write hundreds of thousands of words and whose works amass millions of views, rarely profit from their creations, which are typically published online for free. This Comment argues that existing fair use doctrine provides an avenue for fanfiction authors to monetize their work without legal risk. Drawing on recent Supreme Court decisions, I identify five themes of transformative use that are applicable to any fair use defense. I then introduce a taxonomy categorizing fanfiction's narrative, formative, and substantive elements. I integrate …

Adaptation For Whom? Understanding The Impacts Of Dyke Policies On Small-Scale Farmers In Ca Mau Province Of Vietnam, Nguyen Minh Quang, Nguyen Van Minh, Nguyen Vo Chau Ngan, Martha B. Lerski

Publications and Research

Low-lying deltas worldwide are extremely vulnerable to sea-level rise. As the risks of climate-induced flooding become increasingly clear, the thirst for infrastructure-driven adaptation increases. This highlights a patent need to understand the impacts of engineering adaptation solutions, especially those targeting built structures such as dykes and sluices, on farmers from a bottom-up, farmer-centred perspective. The study addresses this call by examining cases where dyke policies, while successful in some dimensions, have undermined small-scale farmer livelihoods in Ca Mau ― Vietnam’s southernmost rural province. It identifies areas in need of attention and adds empirical data related to this group of farmers. …

Identifying Intangible And Biocultural Heritage Elements Toward Environmental Understanding: Engaging Stakeholders Through Art, Martha B. Lerski

Publications and Research

Grounded in a case study in Barbuda in the Caribbean, this research examines sustainability from the perspective of what arts and heritage can contribute to community engagement and local and broader understandings about the environment. This article documents a growing body of literature recognizing the role of arts and culture, including local knowledge and traditional ecological knowledge (TEK), in climate change endeavors. Art and TEK present expansive world views. Contextual information situates research done on the island of Barbuda pre- and post-Hurricane Irma. Visual arts workshops engaged community members in mixed methods research. Results documented cultural elements, particularly intangible and …

In Search Of A Sea-Life Balance In An Adverse Environment : Understanding Seafarers' Life, Work And Turnover, Bikram Singh Bhatia, Raphael Baumler, Maria Carrera-Arce

Reports

The Officers’ Union of International Seamen (OUIS) commissioned the World Maritime University (WMU) to conduct the Work & Health Balance at Sea (WHEAB) project to examine some dimensions of seafarers’ working lives.

Building on exploratory interviews, a survey was designed and administered. The current report presents findings on work patterns (onboard and home periods), working hours, work-related stress, safety management system, shore leave, mental well-being, and career intention.

The survey gathered responses from 4,372 seafarers, mainly from India (n=1,098; 25.1%), the Philippines (n=690; 15.8%), the United States (U.S.) (n=501; 11.5%), and other worldwide regions (n=2,083; 47.6%). The overrepresentation of U.S. …

A Geopolitical Economy Analysis Of China And India’S Approaches To Transnational Data Governance, Yujia He, Ka Zeng

Patterson School of Diplomacy and International Commerce Faculty Publications

Recent literature on the behavior of rising powers in digital trade and data governance highlights their discourses of data sovereignty and desire to preserve domestic policy autonomy. This article contributes to the literature by employing a political economy lens that shifts the focus from the nation-state/inter-state framework towards the dynamics of state–capital relations, allowing for a more historical and contextual understanding of the geopolitics of data governance in emerging economies. Using China and India—two of the largest emerging economies—as comparative cases, and drawing on secondary data from government documents and other sources, the article argues that the interplay between the …

The Failings Of Post-War Japanese Antitrust Reforms, Gregory Hayes

Northwestern Journal of International Law & Business

This paper discusses the antitrust reform measures taken during the occupation of Japan following the end of World War II. These antitrust reforms included the dissolution of the zaibatsu business groups and the adoption of the Antimonopoly Act. However, the trust-busting and antitrust measures taken by Japan failed to prevent the eventual rise of keiretsu business groups and lower the concentration of corporate ownership in Japan. The primary reasons behind this failure were the inability of the reformers to fully dismantle the zaibatsu business groups and the changing priorities of the reformers due to the growing threat of the spread …

Vice Capital, Andrew K. Jennings, Kimberly D. Krawiec

Faculty Articles

Academic and market interest in environmental, social, and governance (ESG) investing has grown markedly in recent years. Although less prominent, a substantial literature also explores whether “sin pays” in the public capital markets. This literature’s underlying theory is that social norms discourage the funding of businesses that promote vice. According to this theory, some investors—particularly institutions sensitive to social norms, such as pension funds and foundations—will shun vice investments. A consequence of this aversion is a “vice premium” for those investors who will invest in such companies. Largely unexplored, however, is what industries or business models qualify as “vice,” how …

Criminal Investors, Andrew K. Jennings

Faculty Articles

This Article reassesses the culpability of those who invest in law-breaking firms. Prosecutors currently treat investors as victims of corporate wrongdoing rather than as actors who might bear responsibility for it. This Article observes, though, that investment can facilitate, and even cause, illicit corporate activity. When investors intentionally contribute to those effects, substantive criminal law imposes liability on them just the same as it does on accomplices, conspirators, or principals in other contexts. Despite this formal parity, however, investor criminal liability is more a theoretical proposition than a practical reality.

This Article questions that status quo by asking whether and …

Moral Panic Or Public Health Crisis? Lessons From Drugs And Gambling For “Addictive” Design, Matthew B. Lawrence, Haomin (Kevin) Yan

Faculty Articles

In her important book, Unwired: Gaining Control Over Addictive Technologies, Gaia Bernstein illustrates the value of a comparative approach, drawing lessons from fights around the regulation of tobacco and ultra-processed food for the regulation of social media. Building on Bernstein’s work, this symposium contribution aims to draw additional insight from experience with drug and gambling regulation for the regulation of social media, video games, AI, and other potentially-addictive technologies.

Specifically, after introducing Bernstein’s book and the foundation it lays, we draw six lessons from the study of psychoactive drugs and gambling. As we elaborate below: Lesson one is that …

Beyond Jarkesy: Rethinking The Role Of Administrative Law Judges In Sec Administrative Proceedings, Mark T. Uyeda, Jaime Marinaro

Fordham Journal of Corporate & Financial Law

No abstract provided.

Pitching For Reform: Cangrejeros' Push To Level The Legal Playing Field By Challenging Baseball's Antitrust Exemption, Justin P. Chaljub

Fordham Journal of Corporate & Financial Law

For over one-hundred years, professional baseball has enjoyed an antitrust exemption unique among American major sports leagues, stemming from Supreme Court decisions in Federal Baseball and its progeny. This exemption has significantly influenced the evolution and structure of Major League Baseball (MLB). Despite extensive criticism and challenges for judicial and legislative reform, the exemption persists today.

However, new efforts have emerged to comprehensively disrupt this framework. In 2023, Nostalgic Partners was brought and structured to reach the U.S. Supreme Court. Plaintiffs anticipated they would lose at the lower court levels and garnered widespread support for the Court to grant a …

The Federal Reserve’S Fight Against Covid-19: A Study Of The Corporate Bond Intervention, Noah Seilgson

Fordham Journal of Corporate & Financial Law

In response to the COVID-19 pandemic, the Federal Reserve (Fed) embarked on an unprecedented mission to stabilize the U.S. economy as businesses shut down. One emergency Fed facility, the Secondary Market Corporate Credit Facility (SMCCF), was used to purchase corporate bonds and corporate bond exchange-traded funds (ETFs) in the secondary market. This extraordinary measure, which injected liquidity into the corporate bond market, aimed to mitigate economic fallout for large companies. Purchasing corporate bonds marked a departure from previous Federal Reserve interventions, but the statutory authority was the same as had been used in past crises: Section 13(3) of the Federal …

Company Districts, C.J. Suglia

Fordham Journal of Corporate & Financial Law

Special districts that are owned or controlled by private entities and act almost uniformly like a company town can be dubbed a “company district.” These special districts, similar to historical company towns, have autonomy over the districts, control the local government, and only have to answer to the state government. Historical company towns like Pullman, Illinois and Hershey, Pennsylvania had almost canonical command over the land within their boundaries. Company districts operate their business similar to a company town—in a city that the private entity controls, but do not have employees living on-site. Company districts benefit by being immune to …

Alternatives To Delaware? Evaluating Corporate Law In Nevada, Texas, And Wyoming, Joseph Landau, Bailey Swartz, Anthony Rickey, Robert Ragazzo, Benjamin Edwards, George A. Mocsary

Fordham Journal of Corporate & Financial Law

No abstract provided.

Algorithms In Finance: Balancing First Amendment Protections And Regulation, Yusraa Tadj

Fordham Journal of Corporate & Financial Law

As algorithms become a function of decision-making in the financial sector, policymakers, the judiciary, and academics grapple with regulatory questions. With the increased reliance on algorithms in finance, the Securities and Exchange Commission (SEC) proposed a rule to mitigate potential conflicts of interest that can arise out of financial firms using algorithms. Algorithm users, including financial firms, are finding novel ways to protect algorithm use, such as by offering them First Amendment protections.

This Note considers to what extent algorithms can be considered protected speech amidst the complexity of algorithms and relationship within the financial sector. The Note argues that …

In Re Firstenergy Corp. Securities Litigation: Where Macquarie Meets Affiliated Ute, Elizabeth Cosenza, Amanda M. Payne

Fordham Journal of Corporate & Financial Law

The central question this Article seeks to address is whether there is any world in which the Affiliated Ute presumption can still apply to cases under Rule 10b-5(b) after the Supreme Court’s decision in Macquarie? Put differently, if only half-truths and affirmative misrepresentations remain actionable under Rule 10b-5(b), is the Basic presumption the only pathway left for securities plaintiffs? The U.S. Court of Appeals for the Sixth Circuit will likely be the first court to address this issue in In re FirstEnergy Corp. Securities Litigation. The case will test the availability of the Affiliated Ute presumption post-Macquarie in cases based …

Cryptocurrencies, Nfts, And The Expanding Definition Of "Investment Contract": Has The Sec Already Torpedoed The Howey Test?, David B. Guenther

Fordham Journal of Corporate & Financial Law

The U.S. Supreme Court in SEC v. W.J. Howey Co. in 1946 famously defined the term “investment contract”—the catch-all term in the definition of “security” in the Securities Act of 1933—to mean (1) an investment of money, (2) in a common enterprise, (3) with an expectation of profits solely from the efforts of others. While the Howey test has endured as the standard definition of an investment contract, the Howey Court did not define the term “common enterprise,” and for more than fifty years, Howey’s common enterprise prong has eroded. Since 2017, the Securities and Exchange Commission has further eroded …

Scienter Potentia Est: The Case For The Presumption Of Use Standard In Insider Trading, Audrey Nelson

Fordham Journal of Corporate & Financial Law

Is it possible to accidentally insider trade? The Supreme Court has held that scienter is a necessary element of all § 10(b) and Rule 10b-5 actions, but the federal appeals courts are split on how the scienter requirement applies to insider trading cases. In a non-insider- trading § 10(b) case, the Supreme Court stated that § 10(b) scienter requires intentional misconduct. Although the Supreme Court has not heard a case specifically about the scienter element in the context of insider trading, those who support a use requirement claim that the § 10(b) scienter element requires the plaintiff to show that …

Amending Regulation D'S Accredited-Investor Definition To Allow Natural Persons To Opt Out Of Unwanted Regulatory Protections, John L. Orcutt

Fordham Journal of Corporate & Financial Law

No abstract provided.

Consumer Financial Data And Non-Horizontal Mergers, Linda Jeng, Jon Frost, Elisabeth Noble, Chris Brummer

Fordham Journal of Corporate & Financial Law

This Article explores the potential competitive implications of non-horizontal mergers where they involve extensive consumer data, including consumer financial data. As data become increasingly central to firm strategy, mergers between data-rich firms, while potentially leading to positive outcomes, can also create market power in ways not entirely accounted for by traditional antitrust theory. The Article considers some of these implications. It introduces new metrics for valuing data sets held by merging firms that could help competition authorities evaluate market impacts more effectively. The Article then suggests potential tools to mitigate anti-competitive effects of data-rich mergers. It advocates for further research …

An Investigation Into Artificial Intelligence And Intellectual Property From An Economic Perspective, Jackson Benjamin Bram Girard Lasalle

Honors Theses and Capstones

This paper investigates the debate around recent developments in Artificial Intelligence and its impact on intellectual property laws from an economic perspective.

Color And Cultural Functionality, Felicia Caponigri

American University Law Review

Can a brand own a color? Trademark says yes, with some caveats. A brand can own a color so long as the color points to the brand as the origin of the goods and is non-functional. One of these caveats, functionality, is increasingly relevant because of color's value for our pop culture. Color is a common cultural resource, and whether it is a pink Barbiecore summer or a BRAT green summer, the colors brands remix to communicate the origins of their goods become a part of consumers' expressions of identity and their links to communities and help embody consumer values. …

J Mich Dent Assoc January 2025

The Journal of the Michigan Dental Association

Each month, the Journal of the Michigan Dental Association provides news, information, and features about Michigan dentistry to our state's oral health community and the MDA's 6,200+ members. It is the primary publication reaching Michigan dentists. The January issue sets the tone for February, the observance of Children’s Dental Health Month.

Michigan Academy of Pediatric Dentistry President Jessica Bentoski welcomes readers to this special issue, which features a cover feature on “Approaches to Care for Children with Special Needs in Dental Settings: Desensitization and Teledentistry” and a supporting article on “General Dentists’ Education, Knowledge, Attitudes, and Behavior Concerning the Effects …

Dentistry And The Law: The Difference Between ‘Non-Covered’ Vs. ‘Disallowed’ Services, Daniel Schulte Jd

The Journal of the Michigan Dental Association

The article clarifies the distinction between "non-covered" and "disallowed" services in dental plan audits. Non-covered services are not included in the patient’s dental plan, often due to plan limitations, while disallowed services are covered but deemed non-payable due to issues like claim deficiencies or lack of documentation. Dentists must review their contracts to understand obligations regarding non-covered services and ensure compliance with HIPAA for patient-paid services. For disallowed services, contesting decisions may be possible depending on the agreement with the dental plan.

Effects Of Round-Up On The Environment, Sandra J. Marcu

Journal of Earth and Life Science

Many people around the world have used and still currently use Roundup but are unaware of the effects it has on the environment. Roundup is a spray on application weedkiller that is widely used around the world today both residentially and commercially. It enables its user to grow a garden or a field of crops with a no-tilling approach to eliminate weeds. It is a well-known and popular choice for killing weeds that has been around since the mid 1970’s (Oca, 2017). John Franz, a Monsanto scientist discovered that glyphosate (main ingredient in Roundup) was an herbicide or weedkiller, and …

Leadership In The Digital Economy: An Investigation Into How Digitalisation Is Changing The Role And Practice Of Leadership In The Australian Defence Industry, Rhogan Aitken

Theses

Digitalisation is a phenomenon that is transforming society and is the process that moves an organisation to become digital. Research was conducted on senior leaders in the Australian defence industry with the purpose of investigating how the role and practice of leadership was changing because of digitalisation. A two-phased qualitative methodology was employed. An initial Delphi study on 13 experts in digital transformation was adopted to gain consensus on key issues, with the results informing a second stage of semi-structured interviews with 32 senior leaders in the Australian defence industry. The results identified factors that were influencing leadership, including increased …

Can Commercials Be Art? An Analysis Of Intellectual Property Preawareness In The Barbie Era, Shreya Kalidindi

Cardozo Arts & Entertainment Law Journal

The note examines the evolution of advertising, particularly native advertising, and critiques the inadequacy of current regulatory frameworks in addressing its deceptive potential. It highlights how modern advertising practices, such as product placement in films like Barbie, blur the line between commercial speech and artistic expression, challenging the Federal Trade Commission’s (FTC) ability to protect consumers. The analysis argues that strengthening existing regulations is insufficient and advocates for empowering consumers to make informed decisions, as the legal system struggles to keep pace with innovative advertising strategies.

Instruments Implementation Audits And Development Strategies For Taiwan As A Non-Member State Of The Imo, Hui-Huang Tai, Tun-Hao Hsu

Journal of Marine Science and Technology–Taiwan

The International Maritime Organization (IMO) has formulated numerous maritime-related conventions. The promotion of mandatory audits is required to ensure that the implementation of maritime management systems in various countries complies with the IMO Instruments Implementation Code (III Code) and that both member states and non-member states implement these conventions. This is not only an obligation but also a responsibility for all countries to promote the development of the maritime industry. This study investigates how Taiwan, one of the non-member state of the IMO, implements the audit process and develops future implementation strategies for various maritime conventions. This issue is of …