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Articles 1 - 26 of 26
Full-Text Articles in Law
Two Steps Too Far: New Limitations On The Use Of The Texas Two-Step To Resolve Mass Tort Liability In Bankruptcy, Samuel E. Bartz
Two Steps Too Far: New Limitations On The Use Of The Texas Two-Step To Resolve Mass Tort Liability In Bankruptcy, Samuel E. Bartz
University of Miami Business Law Review
This paper explores the mechanisms by which companies have utilized corporate restructuring through divisive mergers in conjunction with the available protections and tools of the United States Bankruptcy Code to resolve mass tort liability without placing the entirety of the business under bankruptcy. Popularized in Texas, a divisive merger is a mechanism by which an existing business entity divides itself into two new entities, allocating all pre-existing assets and liabilities to each as they see fit. Although intended to be a means by which to easily sell assets of a business, it has been more popularly used to resolve mass …
Contracting For Social Change, Adam N. Eckart
Contracting For Social Change, Adam N. Eckart
University of Miami Business Law Review
Throughout history, social change has often been shaped by high profile legislation and through high-stakes litigation. But social change can also be spurred on through private contract, including through the agreements businesses and individuals make with each other every day. Transactional attorneys can promote social change through drafting techniques and choices, including narrative and storytelling techniques, and can use such drafting techniques in order to 1) write better and more complete agreements that are more consistent with business-led social activism already taking place, and 2) influence society by forcing counterparties to evolve on social issues, change industry practice, or foster …
Anticompetitive Corporate Spin-Offs, Alexa Rosen Grealis
Anticompetitive Corporate Spin-Offs, Alexa Rosen Grealis
University of Miami Business Law Review
Section 355 of the Internal Revenue Code allows corporations to “spin-off” parent-controlled businesses tax-free. Traditionally an important tool for divestitures and restructurings with U.S. tax consequences, recent trends suggest section 355 is also of interest to firms facing US antitrust consequences. Statements and maneuvering by some such companies indicate firms are considering spinning-off businesses to avert liability and ‘break up’ on their own terms. Despite widespread renewed interest in using antitrust laws to break up large corporations, the antitrust implications of corporate spin-offs have thus far escaped scholarly notice and scrutiny.
This Note posits that it is a mistake to …
Beyond The Corporate Responsibility To Respect Human Rights In The Dawn Of A Metaverse, Kuzi Charamba
Beyond The Corporate Responsibility To Respect Human Rights In The Dawn Of A Metaverse, Kuzi Charamba
University of Miami International and Comparative Law Review
Technological advances in the 21st century pose new threats to human rights from business activities. In this new technological age, individuals and communities engage through an increasing myriad of digital means and platforms, all facilitated by a smaller, more powerful set of global BigTech companies, such as Microsoft, Apple, Google, and Meta (formerly known as Facebook). In so doing, however, our lives as workers, consumers, and citizens become subject to increasing corporate control through surveillance capitalism and algorithmic governance. With the dawn of metaverses—3D immersive digital environments in which you can interact with others via avatars and through virtual and …
Corporate Governance, Compliance, Social Responsibility, And Enterprise Risk Management In The Trump/Pence Era, Marcia Narine Weldon
Corporate Governance, Compliance, Social Responsibility, And Enterprise Risk Management In The Trump/Pence Era, Marcia Narine Weldon
Articles
No abstract provided.
Corporate Intent And Corporate Crime: A Matter Of Inference, Caroline Bradley
Corporate Intent And Corporate Crime: A Matter Of Inference, Caroline Bradley
Articles
No abstract provided.
The Corporation As Victim Of White Collar Crime: Results From A Study Of German Public And Private Companies, Dr. Hendrik Schneider
The Corporation As Victim Of White Collar Crime: Results From A Study Of German Public And Private Companies, Dr. Hendrik Schneider
University of Miami International and Comparative Law Review
No abstract provided.
Compliance And Claim Funding: Testing The Borders Of Lawyers' Monopoly And The Unauthorized Practice Of Law, Michele M. Destefano
Compliance And Claim Funding: Testing The Borders Of Lawyers' Monopoly And The Unauthorized Practice Of Law, Michele M. Destefano
Articles
No abstract provided.
Creating A Culture Of Compliance: Why Departmentalization May Not Be The Answer, Michele M. Destefano
Creating A Culture Of Compliance: Why Departmentalization May Not Be The Answer, Michele M. Destefano
Articles
Over the past few decades, as corporate criminal liability rules, sentencing guidelines, and settlement incentives have changed, therehas been increased emphasis on and resources devoted to thecompliance function at large publicly held companies. In this article, Professor DeStefano traces the development of the compliance function at large corporations and questions the recent mandate by certain governmental entities that malfeasant corporations designate a chief compliance officer and separate the compliance gatekeeping function from the legal department so that this chief compliance officer does not report to the general counsel. She categorizes the types of arguments made for and against departmentalization and …
Whistleblowers And Rogues: An Urgent Call For An Affirmative Defense To Corporate Criminal Liability, Marcia Narine
Whistleblowers And Rogues: An Urgent Call For An Affirmative Defense To Corporate Criminal Liability, Marcia Narine
Articles
No abstract provided.
The Second Circuit Correctly Interprets The Alien Tort Statute: Kiobel V. Royal Dutch, Frank Cruz-Alvarez, Laura E. Wade
The Second Circuit Correctly Interprets The Alien Tort Statute: Kiobel V. Royal Dutch, Frank Cruz-Alvarez, Laura E. Wade
University of Miami Law Review
No abstract provided.
Consultation And Legitimacy In Transnational Standard-Setting, Caroline Bradley
Consultation And Legitimacy In Transnational Standard-Setting, Caroline Bradley
Articles
No abstract provided.
The Two Faces Of Lawyers: Professional Ethics And Business Compliance With Regulation, Christine E. Parker, Robert E. Rosen, Vibeke Lehmann Nielsen
The Two Faces Of Lawyers: Professional Ethics And Business Compliance With Regulation, Christine E. Parker, Robert E. Rosen, Vibeke Lehmann Nielsen
Articles
No abstract provided.
Scrooge-The Reluctant Stakeholder: Theoretical Problems In The Shareholder-Stakeholder Debate, Benedict Sheehy
Scrooge-The Reluctant Stakeholder: Theoretical Problems In The Shareholder-Stakeholder Debate, Benedict Sheehy
University of Miami Business Law Review
No abstract provided.
Recent Developments In Delaware Corporate Law, R. Franklin Balotti, Catherine G. Dearlove, J. Travis Laster
Recent Developments In Delaware Corporate Law, R. Franklin Balotti, Catherine G. Dearlove, J. Travis Laster
University of Miami Business Law Review
No abstract provided.
Problem-Setting And Serving The Organizational Client: Legal Diagnosis And Professional Independence, Robert Eli Rosen
Problem-Setting And Serving The Organizational Client: Legal Diagnosis And Professional Independence, Robert Eli Rosen
University of Miami Law Review
No abstract provided.
Poison Pills And The European Case, Jeffrey N. Gordon
Poison Pills And The European Case, Jeffrey N. Gordon
University of Miami Law Review
No abstract provided.
Transatlantic Misunderstandings: Corporate Law And Societies, Caroline Bradley
Transatlantic Misunderstandings: Corporate Law And Societies, Caroline Bradley
University of Miami Law Review
No abstract provided.
Prosecution Of Corporations For Manslaughter: Towards A New Offense Of "Corporate Killing" In The United Kingdom, Mark Franklin
Prosecution Of Corporations For Manslaughter: Towards A New Offense Of "Corporate Killing" In The United Kingdom, Mark Franklin
University of Miami International and Comparative Law Review
No abstract provided.
Toward A Cohesive International Approach To Cross-Border Takeover Regulation, Edward F. Greene, Andrew Curran, David A. Christman
Toward A Cohesive International Approach To Cross-Border Takeover Regulation, Edward F. Greene, Andrew Curran, David A. Christman
University of Miami Law Review
No abstract provided.
Private Codes Of Corporate Conduct: Should The Fox Guard The Henhouse?, Mark B. Baker
Private Codes Of Corporate Conduct: Should The Fox Guard The Henhouse?, Mark B. Baker
University of Miami Inter-American Law Review
No abstract provided.
The Basics Of Disclosure: The Market For Information In The Market For Corporate Control, James Harlan Koenig
The Basics Of Disclosure: The Market For Information In The Market For Corporate Control, James Harlan Koenig
University of Miami Law Review
No abstract provided.
The Inside Counsel Movement, Professional Judgment And Organizational Representation, Robert Eli Rosen
The Inside Counsel Movement, Professional Judgment And Organizational Representation, Robert Eli Rosen
Articles
No abstract provided.
Depositions Of Corporations: Problems And Solutions-Fed. R. Civ. P. 30(B)(6), M. Minnette Massey
Depositions Of Corporations: Problems And Solutions-Fed. R. Civ. P. 30(B)(6), M. Minnette Massey
Articles
No abstract provided.
Close Corporations And Private Companies Under American And English Law: Protecting Minorities, Stephen J. Leacock
Close Corporations And Private Companies Under American And English Law: Protecting Minorities, Stephen J. Leacock
University of Miami Inter-American Law Review
No abstract provided.
Remuneration Of Officers And Directors Of Listed California, Florida, Ohio, And Virginia Corporations, M. Minnette Massey, Frank D. Emerson
Remuneration Of Officers And Directors Of Listed California, Florida, Ohio, And Virginia Corporations, M. Minnette Massey, Frank D. Emerson
Articles
No abstract provided.