Business Law, Public Responsibility, and Ethics Commons^™

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 …

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 …

"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 …

The Unjustified Subsidy: Sovereign Wealth Funds The Foreign Sovereign Tax Exemption, Jennifer Bird-Pollan

Fordham Journal of Corporate & Financial Law

The taxation of Sovereign Wealth Funds in the United States is outmoded and due for reconsideration. Offering a tax exemption to the billion dollar investment funds owned by foreign governments is both unfair and ineffective. Founded in the principles of sovereign immunity, the foreign sovereign tax exemption, codified in I.R.C. § 892, fails to satisfy the Congressional goals that motivated its creation. This Article explains the current taxation of foreign sovereigns and, by extension, Sovereign Wealth Funds. It then illustrates that the current exemption is simultaneously too broad, providing a tax exemption for activities that are clearly nongovernmental activities, and …

The End Of The Internal Compliance World As We Know It, Or An Enhancement Of The Effectiveness Of Securities Law Enforcement? Bounty Hunting Under The Dodd-Frank Act's Whistleblower Provision, Justin Blount, Spencer Markel

Fordham Journal of Corporate & Financial Law

In the wake of Bernard Madoff’s $65 billion Ponzi scheme and the recent economic crisis stemming largely from loosely regulated subprime lending and mortgage-backed securities, President Obama signed the Dodd-Frank Wall Street Reform and Consumer Protection Act on July 21, 2010, signaling loudly and clearly that change is coming to Wall Street. But Wall Street is not the only one receiving a message. Buried deep within the 2,319 pages of the Dodd-Frank Act, companies can find Section 922, the whistleblower provision, which provides a bounty for whistleblowers who report securities violations to the Securities and Exchange Commission.These bounty provisions and …

Message In Mortgage: What Dodd-Frank's 'Qualified Mortgage' Tells Us About Ourselves, David Reiss

Faculty Scholarship

No abstract provided.

What Were They Thinking? Insider Trading And The Scienter Requirement, Donald C. Langevoort

Georgetown Law Faculty Publications and Other Works

On its face, the connection between insider trading regulation and the state of mind of the trader or tipper seems intuitive. Insider trading is a form of market abuse: taking advantage of a secret to which one is not entitled, generally in breach of some kind of fiduciary-like duty. This chapter examines both the legal doctrine and the psychology associated with this pursuit. There is much conceptual confusion in how we define unlawful insider trading—the quixotic effort to build a coherent theory of insider trading by reference to the law of fraud, rather than a more expansive market abuse standard—which …

Can An Old Dog Learn New Tricks? Applying Traditional Corporate Law Principles To New Social Enterprise Legislation, Alicia E. Plerhoples

Georgetown Law Faculty Publications and Other Works

Seven U.S. states have recently adopted the benefit corporation or the flexible purpose corporation—two novel corporate forms intended to house social enterprises, i.e., those ventures that pursue social and environmental missions along with profits. And yet, these corporate forms are not viable or sustainable if they do not attract social entrepreneurs or social investors due to the lack of understanding and inquiry into how traditional corporate law principles will be applied to them. This article begins this necessary examination. As a first approach, this article assesses shareholder primacy and the shareholder wealth maximization norm in the context of the sale …

Agency And The Ontology Of The Corporation, Christopher M. Bruner

Scholarly Works

No abstract provided.

The High Cost And Value Of Patents: Finding The Appropriate Balance Between The Rights Of The Inventor And The Advancement Of Society, Andy Segal

CMC Senior Theses

Property rights are the backbone of Western Civilization. Capitalism can only be successful if individuals feel secure about the ownership of their assets. Patents are the property rights granted to the inventor by the government. Without these rights, inventors will find it extremely difficult monetizing their contributions to society. Thus, in an effort to incentivize innovation and commit society to human progress, our Founding Fathers built our country on a strong set of intellectual property rights.

At the same time, nothing impedes innovation like a monopoly and, in essence, all a patent amounts to is a monopoly, the right to …

Front Matter

Transactions: The Tennessee Journal of Business Law

No abstract provided.

Case Commentaries

Transactions: The Tennessee Journal of Business Law

No abstract provided.

Forward: Reforms For Hire: The Jobs Act Legislation, Joan Macleod Heminway

Transactions: The Tennessee Journal of Business Law

No abstract provided.

Regulating Business Impacts On Human Rights In Southeast Asia - Lessons From The Eu, Mahdev Mohan

Research Collection Yong Pung How School Of Law

The mid-June endorsement by the United Nations Human Rights Council of a new set of Guiding Principles for Business and Human Rights has been welcomed as the authoritative global standard for corporations to respect human rights. The Guiding Principles are the culmination of a 6-year UN-commissioned study by Professor John Ruggie, which concludes that companies should carry out human rights due diligence to identify, prevent, mitigate, and account for how they address their adverse human rights impacts. Drawing on related regulation in Europe, this article considers how best to implement the Guiding Principles in Southeast Asia.

Nevada Gaming Licensing Qualifications, Standards, And Procedures, Robert D. Faiss, Gregory R. Gemignani

Occasional Papers

The process of acquiring a Nevada gaming license is long and consists of several procedures. Although the process is time-consuming, it is far from Byzantine or obscure; each step, as defined by statute and precedent, flows logically from the one before. This paper provides an overview of licensing process in Nevada, with additional information on the reasoning behind several of the procedures involved.

Trust And The Commitment To Fairness, Tan K. B. Eugene

Research Collection Yong Pung How School Of Law

Assistant Professor Eugene Tan writes that tripartism has given us years of industrial peace and prosperity in Singapore, but warns that trust must work both ways. The high principle of tripartism does not necessarily mean that the partners will subscribe to the same policies and outlook on what is needed for workplace harmony.

Communication And The Pragmatic Condition, Gregory J. Shepherd

Center for the Study of Ethics in Society Papers

Presented March 9, 2011

Section 5: Business, Institute Of Bill Of Rights Law, William & Mary Law School

Supreme Court Preview

No abstract provided.

Succession In Family Businesses: Kinship Culture And Islamic Law Of Inheritance, Nasir Afghan

Business Review

Majority of research has been carried out on succession within family firms in the positivistic tradition of research and also has a very strong normative element to it. The successful research has been defined using researchers determined criterion such as firm performance, viability and harmony among the family members etc. This type of research obviously assumes an independent reality ‘out there’ ready to be collected by objective researcher. This positive stance has been apparent even in the case based research mostly conducted by practitioners. On the contrary, to carry out this research an interpretive approach was adopted. The aim of …

Securing Human Rights In Business, Mahdev Mohan, Delphia Lim

2008 Asian Business & Rule of Law initiative

No abstract provided.

The Center For The Study Of Ethics In Society At Twenty-Five, Michael S. Pritchard

Center for the Study of Ethics in Society Papers

Center for the Study of Ethics in Society: Celebrating 25 Years - Presented November 15, 2010.

Reflections On The Role Of The Ethics Center At Wmu, Shirley Bach

Center for the Study of Ethics in Society Papers

Center for the Study of Ethics in Society: Celebrating 25 Years - Presented November 15, 2010

Reflections On The 25Th Anniversary Of The Wmu Center For The Study Of Ethics In Society, Ronald Kramer

Center for the Study of Ethics in Society Papers

Center for the Study of Ethics in Society: Celebrating 25 Years - Presented November 15, 2010.

Center For The Study Of Ethics In Society: Celebrating 25 Years, Center For The Study Of Ethics In Society

Center for the Study of Ethics in Society Papers

Papers presented for the Center for the Study of Ethics in Society Western Michigan University.