Business Law, Public Responsibility, and Ethics Commons^™

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 …

A Primer On Copyright And Fair Use, Ann E. Biswas, Charles J. Russo

English Faculty Publications

One student creates a video for class using a Lady Gaga song. Another puts together a PowerPoint presentation about the Vietnam War using images she found online. A third student adds a link to a YouTube video in a blog post for an English class. One teacher photocopies and distributes articles from a national newspaper. Another teacher records a television documentary at home and shows it to her class.

Did those students and teachers violate copyright law? The complex, evolving laws governing copyright and fair use are muddied by the rapid growth and use of technology in schools, yet it's …

"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 Emergence Of A Standards Market: Multiplicity Of Sustainability Standards In The Global Coffee Industry, Juliane Reinecke, Stephan Manning, Oliver Von Hagen

Management and Marketing Faculty Publication Series

The growing number of voluntary standards for governing transnational arenas is presenting standards organizations with a problem. While claiming that they are pursuing shared, overarching objectives, at the same time, they are promoting their own respective standards that are increasingly similar. By developing the notion of ‘standards markets,’ this paper examines this tension and studies how different social movement and industry-driven standards organizations compete as well as collaborate over governance in transnational arenas. Based on an in-depth case study of sustainability standards in the global coffee industry, we find that the ongoing co-existence of multiple standards is being promoted by …

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 …

The Dilemma Between Ethics, Contemporary Political-Economy And Society's Common Good: Reengaging The Stewards Of The Common Good, Kwamie Dunbar

Presidential Seminar on the Catholic Intellectual Tradition

The paper focuses on the rising gap between ethics and modern day business practices and employs recent Catholic Social Teaching and moral anthropology in order to assess the types of (value) ascriptions that can (normativelv) best define business ethics in an era of positive economics, rising levels of individualism and a shrinking “common good."

Artificial Agents, Cloud Computing, And Quantum Computing: Applying Floridi’S Method Of Levels Of Abstraction, Marty J. Wolf, Frances Grodzinsky, Keith W. Miller

School of Computer Science & Engineering Faculty Publications

In his paper “On the Intrinsic Value of Information Objects and the Infosphere,” Luciano Floridi asserts that the goal of Information Ethics (IE) “is to fill an ‘ethical vacuum’ brought to light by the ICT revolution, to paraphrase Moor” (1985). He claims “IE will prove its value only if its applications bear fruit. This is the work that needs to be done in the near future” (Floridi 2002). Our chapter proposes to do part of that work. Initially we focus on Floridi’s Method of Levels of Abstraction (LoA). We begin by examining his methodology as it was first developed with …

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

Faculty Scholarship

No abstract provided.

Ever Expanding Responsibilities: Upstream And Downstream Corporate Social Responsibility, Judith Schrempf-Stirling, Guido Palazzo, Robert A. Phillips

Management Faculty Publications

The debate on corporate social responsibility (CSR) has been on the public and academic agenda for several decades. In general, CSR issues can be divided into production-related issues (along the supply chain - or how things are made) and consumption-related issues (towards the consumer and society at large - or how things are used). Following the terminology of Phillips and Caldweli, Z upstream CSR refers to the CSR debate along the supply chain, and downstream CSR refers to corporate responsibility towards consumers and society at large. The chapter examines current CSR issues, and proposes a social connection model to understand …

Worthy Work And Bowie's Kantian Theory Of Meaningful Work, Joanne B. Ciulla

Jepson School of Leadership Studies articles, book chapters and other publications

Over the years, Norman E. Bowie has applied Kant’s ethics to several aspects of business ethics, but the one that I find the most compelling is his Kantian theory of meaningful work. He writes about it in his book Business Ethics: A Kantian Perspective (1999) and in an article ‘A Kantian theory of meaningful work’ (1998a). Bowie’s writing in this area demonstrates how Kant, perhaps more than any other philosopher, offers the most stringent and lucid account of what a moral employer/employee relationship should look like. Kantian ethics also provide Bowie with a foundation for explaining his idea of meaningful …

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 …

The Sarbanes Oxley Act's Contribution To Curtailing Corporate Bribery, Karen Cascini, Alan Delfavero, Mario Mililli

WCBT Faculty Publications

In the wake of corporate scandals occurring in the early 2000s, a need for stricter regulation was deemed necessary by the investors of U.S. public companies. In 2002, the Sarbanes-Oxley Act (SoX) was created. Accordingly, under the rules of SoX, U.S. corporations were faced with increased oversight and also needed to substantially improve their internal controls. As companies began to scrutinize their internal affairs more closely, some businesses detected other forms of criminal activity occurring internally, such as bribery. Those companies and individuals found to have committed bribery have violated the Foreign Corrupt Practices Act of 1977 (FCPA). Throughout this …

Working Paper: Concentration Of Secondary Schooling For Irish And Uk Elite Politicians, Brendan O'Rourke, John Hogan, Paul Donnelly

Articles

The study of elites and their formation has returned to centre stage in recent years. The lessons from these studies can be made more universal if a measure of elite formation could be developed that is comparable. The multifaceted nature of the concept of elite formation makes this complex. However, in this paper, by building upon measures used in other fields, such as industrial economics, we offer such a measure that facilitates comparison of elite formation. We illustrate this measure through a comparison of the schooling of Irish and British political elites.

Papers Of Mark Elliott - Ethics_Economics In Russia Arc2005-002 - Finding Aid, Mark Elliot

Finding Aids

No abstract provided.

National Contexts Matter: The Co-Evolution Of Sustainability Standards In Global Value Chains, Stephan Manning, Frank Boons, Oliver Von Hagen, Juliane Reinecke

Management and Marketing Faculty Publication Series

In this paper, we investigate the role of key industry and other stakeholders and their embeddedness in particular national contexts in driving the proliferation and co-evolution of sustainability standards, based on the case of the global coffee industry. We find that institutional conditions and market opportunity structures in consuming countries have been important sources of standards variation, for example in the cases of Fairtrade, UTZ Certified and the Common Code for the Coffee Community (4C). In turn, supplier structures in producing countries as well as their linkages with traders and buyers targeting particular consuming countries have been key mechanisms of …

Information Systems Procurement Process Risk And Control: Insights From A Public Sector Organization, Gary Pan, Manjari Mehta, Poh Sun Seow

Research Collection School Of Accountancy

This case highlights the specific risks and issues that may be encountered in the information systems (IS) procurement process in a country where bribery and corruption are more common. PSO is a large Indian public sector organization involved in energy-related business. Being financially deprived, PSO relied on government funding to build its infrastructures. Besides the funding support, PSO also inherited the bureaucratic structure and the corruption practices. Lately, PSO was involved in several IS infrastructure and applications upgrading projects and wanted to review its IS procurement process. Does PSO understand the process risks in public IS procurement? Does PSO have …

The Impact Of Perceived Csr On Employee Performance And Turnover Intention: An Examination Of The Mediating Effect Of Organizational Justice And Organization-Based Self-Esteem, Alicia Ting Shiun Ho

Dissertations and Theses Collection (Open Access)

Research on corporate social responsibility (CSR) has spanned across a few decades and in various fields. Yet only a handful of academic studies have investigated the relationship between CSR and a commonly neglected stakeholder – the employees. The employees are an essential part of the organization and will be highly influenced by the CSR initiatives carried out by the organization. In my paper, I intend to bridge the gap between CSR and the employee. A theoretical model is presented to show how employees' perception of CSR subsequently impacts their performance and turnover intentions, mediated by organizational justice and organization-based self-esteem. …

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.

Why Corporate Social Responsibility Will Emerge As A Driver Of Effective And Compelling Differentiation For Chinese Brands, Joseph Baladi

Research Collection Lee Kong Chian School Of Business

Although the responsibility and role of business within society have evolved over the past two decades, they remain issues that retain conceptual dimensions. This means that instead of consensus over form and function, both are surrounded by a persistent cloud of disagreement and confusion. Too many people remain unsure about what they represent, the importance they play and the impact they have (or should have) on business as well as society. For one thing, different interpretations of what defines business responsibility to society exist. These range from concern over business’ environmental impact and contribution to climate change, to sustainability practices, …

The Effects Of Political Connections On The Level And Value Of Cash Holdings: International Evidence, Yuanto Kusnadi, K.C. John Wei

Research Collection School Of Accountancy

In this paper, we examine the role of political connections on corporate liquidity policies and their consequences in an international setting. We find that managers of politically connected firms have a tendency to hoard more cash than their non-connected counterparts. Moreover, presence of political connections reduces the value of cash holdings. Further analysis reveals that our main findings are more pronounced for firms in emerging markets as well as for firms in countries with weak legal protection of investors and high levels of corruption. Overall, our empirical results corroborate previous findings on the agency cost explanation for corporate cash holdings.