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Full-Text Articles in Law

Personal Data Privacy And Protective Federal Legislation: An Exploration Of Constituent Position On The Need For Legislation To Control Data Reliant Organizations Collecting And Monetizing Internet-Obtained Personal Data, Giovanni De Meo Aug 2021

Personal Data Privacy And Protective Federal Legislation: An Exploration Of Constituent Position On The Need For Legislation To Control Data Reliant Organizations Collecting And Monetizing Internet-Obtained Personal Data, Giovanni De Meo

Dissertations

In the past twenty years, the business of online personal data collection has grown at the same rapid pace as the internet itself, fostering a multibillion-dollar personal data collection and commercialization industry. Unlike many other large industries, there has been no major federal legislation enacted to monitor or control the activities of organizations dealing in this flourishing industry. The combination of these factors together with the lack of prior research encouraged this research designed to understand how much voters know about this topic and whether there is interest in seeing legislation enacted to protect individual personal data privacy.

To address ...


Influence Through Intimidation: Evidence From Business Lobbying And The Regulatory Process, Alex Acs, Cary Coglianese Jul 2021

Influence Through Intimidation: Evidence From Business Lobbying And The Regulatory Process, Alex Acs, Cary Coglianese

Faculty Scholarship at Penn Law

Interest group influence in the policy process is often assumed to occur through a mechanism of exchange, persuasion, or subsidy. Here, we explore how business groups may also exert influence by intimidating policymakers—a form of persuasion, but one based not on the provision of policy information but of political information. We develop a theory where a business firm lobbies a regulator to communicate political information about its capacity to commit to future influence-seeking activities that would sanction the regulator. The regulator assesses the credibility of this message by evaluating the firm’s commitment to lobbying. Guided by our theory ...


Litigating California Contracts, Curtis E.A. Karnow Jul 2021

Litigating California Contracts, Curtis E.A. Karnow

Hastings Business Law Journal

No abstract provided.


Masthead Jul 2021

Masthead

Hastings Business Law Journal

No abstract provided.


Financial Benchmark Control As Monopoly Power, Sharon E. Foster Jul 2021

Financial Benchmark Control As Monopoly Power, Sharon E. Foster

Hastings Business Law Journal

No abstract provided.


Cinderella’S Slipper: A Better Approach To Regulating Cryptoassets As Securities, Carol R. Goforth Jul 2021

Cinderella’S Slipper: A Better Approach To Regulating Cryptoassets As Securities, Carol R. Goforth

Hastings Business Law Journal

The Securities and Exchange Commission (SEC) seeks both to protect investors and to promote efficient capital formation, but in the context of cryptoassets these goals sometimes collide. The SEC vigorously reacts to fraudulent offerings of cryptoassets but has had to do so by forcing crypto into an antiquated framework designed with very different interests in mind. Even worse than the convoluted and complex arguments needed to force crypto into the existing category of “investment contracts,” once crypto is treated as a security, a host of onerous and inapt disclosure requirements and regulations follows. Developers, promoters, exchanges, and others who might ...


Development And Application Of Business Valuation Methods By The Delaware Courts, Edmund H. Mantell, Edward Shea Jul 2021

Development And Application Of Business Valuation Methods By The Delaware Courts, Edmund H. Mantell, Edward Shea

Hastings Business Law Journal

No abstract provided.


Bart: The Enron Of Public Transit The Need For Csr In U.S. Public Transportation, Nicole Mirkazemi Jul 2021

Bart: The Enron Of Public Transit The Need For Csr In U.S. Public Transportation, Nicole Mirkazemi

Hastings Business Law Journal

No abstract provided.


How The “Exception” Becomes The Standard, Margeaux Bergman Jul 2021

How The “Exception” Becomes The Standard, Margeaux Bergman

Hastings Business Law Journal

No abstract provided.


Widening The Lens On Content Moderation, Jenna Ruddock, Justin Sherman Jul 2021

Widening The Lens On Content Moderation, Jenna Ruddock, Justin Sherman

Joint PIJIP/TLS Research Paper Series

No abstract provided.


Marchand V. Barnhill'S Impact On The Duty Of Oversight: New Factors To Assess Directors' Liability For Breaching The Duty Of Oversight, Katherine M. King Jun 2021

Marchand V. Barnhill'S Impact On The Duty Of Oversight: New Factors To Assess Directors' Liability For Breaching The Duty Of Oversight, Katherine M. King

Boston College Law Review

In 2019, in Marchand v. Barnhill, the Delaware Supreme Court reversed the dismissal of a complaint alleging that the defendants, Blue Bell directors, breached their duty of oversight. In doing so, the court invoked two new factors—whether the corporation is monoline and whether it is heavily regulated—to consider when evaluating claims against directors for an oversight failure. These factors inform whether a court can identify an essential compliance concern, such that a court can infer the directors violated their obligation to act in good faith by consciously disregarding a known duty. This inference allows a court to find ...


Consumer Protection In Ecommerce: A Case Study Of Egypt, Heba Habib Jun 2021

Consumer Protection In Ecommerce: A Case Study Of Egypt, Heba Habib

Theses and Dissertations

This paper examines electronic contract regulation in the context of business-to-consumer transactions. The technological advancement and cross-border nature of e-commerce have posed significant challenges to the Egyptian legal framework highlighting the limitations of general commercial contract rules with regards to electronic contracts. This thesis argues that access to the courts is hindered by restrictive terms in the electronic contracts over which the Egyptian law has no jurisdictional power. Accordingly, private institutions set the rules in the e-contracts and enforce them through private methods leaving no room for state intervention to ensure the protection of consumers. Hence, the application of national ...


"There Is No Planet 'B'": How U.S. Music Festival Production Companies Can Reduce Their Negative Environmental Impact By Incorporating As A Benefit Corporation, Bryce Ballard Jun 2021

"There Is No Planet 'B'": How U.S. Music Festival Production Companies Can Reduce Their Negative Environmental Impact By Incorporating As A Benefit Corporation, Bryce Ballard

William & Mary Environmental Law and Policy Review

The music festival industry in the United States is growing exponentially each year, both in terms of fan attendance and the money being produced by concession, merchandise, and ticket sales. However, there is also a growing realization that there are several negative externalities associated with the growth of the music festival industry, not the least of which is the environmental damage that follows in the wake of music festivals.

The scene at most music festivals in the United States today is the same: a caravan of vehicles lined up single-file waiting to enter the campgrounds, camping tents of various sizes ...


Legal Liability For Corporations Doing Business In The West Bank: An Analysis Of Corporate Liability And A Shareholder Proposal Solution For Mitigating Risky Business Activity, Mila Kelly Jun 2021

Legal Liability For Corporations Doing Business In The West Bank: An Analysis Of Corporate Liability And A Shareholder Proposal Solution For Mitigating Risky Business Activity, Mila Kelly

William & Mary Business Law Review

For over half a century, Israeli Settlements in the occupied West Bank have expanded significantly in both land and economic activity. While this expansion has not been without criticism from the international community over fear of humanitarian law violations, global businesses have not shied away from the profitability of this region. This engagement in corporate activity within any disputed territory comes with its fair share of business risk, including legal liability for complicity in purported human rights violations.

This Note will examine the hypothetical liability for corporations doing business in the West Bank and explain how international law and the ...


The Separation Of Voting And Control: The Role Of Contract In Corporate Governance, Gabriel V. Rauterberg Jun 2021

The Separation Of Voting And Control: The Role Of Contract In Corporate Governance, Gabriel V. Rauterberg

Articles

The default rules of corporate law make shareholders’ control rights a function of their voting power. Whether a director is elected or a merger is approved depends on how shareholders vote. Yet, in private corporations shareholders routinely alter their rights by contract. This phenomenon of shareholder agreements—contracts among the owners of a firm— has received far less attention than it deserves, mainly because detailed data about the actual contents of shareholder agreements has been lacking. Private companies disclose little, and shareholder agreements are thought to play a trivial or nonexistent role in public companies. I show that this is ...


The Challenges Of Nonprofit Governance, Peter Molk, D. Daniel Sokol May 2021

The Challenges Of Nonprofit Governance, Peter Molk, D. Daniel Sokol

Boston College Law Review

The stakes for proper nonprofit governance are extremely high. Over 1.5 million nonprofits are registered with the Internal Revenue Service (IRS), collectively employing twelve million people and accounting for 5.6% of U.S. gross domestic profit. Yet whereas for-profit companies have significant checks on the behavior of boards and management, nonprofit firms lack many of the same types of internal and external governance control mechanisms. COVID-19 is just the latest shock to expose the lack of preparedness and capability of many nonprofit boards in fulfilling their essential governance functions. This Article contributes to the corporate governance literature by ...


A New Kind Of Pitch: The Rise Of Sports Dedicated Private Equity Funds And The Future Of The Single Entity Defense, Chase Browndorf May 2021

A New Kind Of Pitch: The Rise Of Sports Dedicated Private Equity Funds And The Future Of The Single Entity Defense, Chase Browndorf

Jeffrey S. Moorad Sports Law Journal

No abstract provided.


Treble, Treble Toil And Trouble: The New Per Se Rule As A Protection Against The Curse Of The "Supreme Evil", Seth Konopasek May 2021

Treble, Treble Toil And Trouble: The New Per Se Rule As A Protection Against The Curse Of The "Supreme Evil", Seth Konopasek

William & Mary Business Law Review

The Supreme Court has called collusion between firms the “supreme evil” of antitrust. Despite public and private enforcement efforts, collusive firms and the cartels they form cost American consumers billions of dollars a year and undermine the virtues of our free market economy. The Chicago School theory of antitrust enforcement, which has dominated antitrust scholarship, vehemently disapproves of private antitrust actions that enable plaintiffs to recover treble damages. Recent scholarship, however, has rejected the Chicago School’s concerns of overdeterrence and embraced the treble damages remedy. This Note follows the recent scholarship and proposes the New Per Se Rule, which ...


Blurred Lines: Disparate Impact And Disparate Treatment Challenges To Subjective Decisions-- The Case Of Reductions In Force, Allan King, Alexandra Hemenway May 2021

Blurred Lines: Disparate Impact And Disparate Treatment Challenges To Subjective Decisions-- The Case Of Reductions In Force, Allan King, Alexandra Hemenway

William & Mary Business Law Review

Subjective employment decisions may be challenged under disparate treatment (intentional discrimination) and/or disparate impact (the discriminatory consequences of a neutral policy) theories of discrimination. However, these theories and supporting evidence often are conflated when the criteria for selecting employees are ill-defined or unrecorded. In those instances, the process by which employees are selected merges with the selections themselves, these legal theories converge as well. This Article critically discusses how courts have struggled to distinguish these theories in cases alleging a discriminatory reduction in force. It suggests how these cases should be submitted to juries, to preserve the liability and ...


Corporate Social Responsibility, Uche Ewelukwa Ofodile, Chisara Ezie, Nigel Roberts, Dr. Corinne Lewis, Constance Wagner, Claudia Feldkamp, Michael Judin May 2021

Corporate Social Responsibility, Uche Ewelukwa Ofodile, Chisara Ezie, Nigel Roberts, Dr. Corinne Lewis, Constance Wagner, Claudia Feldkamp, Michael Judin

The Year in Review

No abstract provided.


International M&A And Joint Ventures, Vanesa Balda, Marilen Figueroa, Jose Otavio Pinheiro Olivero, Gordon N. Cameron, Laura Fraser, Francisco Ugarte, Lucille Barale, H. Jayesh, Aditi Bagri, Aaheree Mukherjee, Nicolas Van Heule, Eva Das, Frederik De Hosson, Elena Cuatrecasas, Isabel Gandoy, Timur Bondaryev, Alex L. Khakarian, Joseph J. Basile May 2021

International M&A And Joint Ventures, Vanesa Balda, Marilen Figueroa, Jose Otavio Pinheiro Olivero, Gordon N. Cameron, Laura Fraser, Francisco Ugarte, Lucille Barale, H. Jayesh, Aditi Bagri, Aaheree Mukherjee, Nicolas Van Heule, Eva Das, Frederik De Hosson, Elena Cuatrecasas, Isabel Gandoy, Timur Bondaryev, Alex L. Khakarian, Joseph J. Basile

The Year in Review

No abstract provided.


The Growing Monopoly In The Corn Seed Industry: Is It Time For The Government To Interfere?, Bethany K Sumpter Apr 2021

The Growing Monopoly In The Corn Seed Industry: Is It Time For The Government To Interfere?, Bethany K Sumpter

Texas A&M Law Review

How a company conducts business is often a consumer concern. Individuals have accused company after company of monopolistic behavior. These individuals have also criticized the Department of Justice for not stopping a monopoly from forming in a specific industry. An example is the corn seed industry, where stakeholders have accused companies of monopolistic behavior. Recent mergers and acquisitions in the corn seed industry have left fewer companies in control, and because of this consolidation, individuals are urging the government to act. This Comment argues that, while the corn seed industry is on the road to containing a monopoly, the industry ...


Potential Competition And Antitrust Analysis: Monopoly Profits Exceed Duopoly Profits, Steven C. Salop Apr 2021

Potential Competition And Antitrust Analysis: Monopoly Profits Exceed Duopoly Profits, Steven C. Salop

Georgetown Law Faculty Publications and Other Works

This short note prepared for an OECD meeting in June 2021 examines several antitrust issues involving analysis of potential competition. While the analysis is not new, it is still useful to collect them together in a unified fashion to show how they are related. In this regard, all the analysis and conclusions flow from the overarching (and obvious) points that exclusionary conduct and agreements that maintain monopoly power very often harm consumers, and that monopoly profits typically exceed the combined duopoly profits earned by the dominant firm and the entrant, if there is successful entry. While this is not inevitably ...


Corruption In Capsules: How It Is Legal For Companies To Put Harmful Ingredients In Vitamins And Dietary Supplements, Emily Leggiero Apr 2021

Corruption In Capsules: How It Is Legal For Companies To Put Harmful Ingredients In Vitamins And Dietary Supplements, Emily Leggiero

English Department: Research for Change - Wicked Problems in Our World

The vitamin and supplement industry has increased exponentially in profits as well as potential products on the market since the turn of the century. However, these products are not regulated, nor do they undergo any premarket clinical research or testing. Public health is compromised by vitamins and supplements that are available for American consumption that is disproportionately unregulated to their chemically similar counterparts. This wicked problem is facilitated through the combination of historical legislative definitions that has since been distorted for corrupt administrative gain through the allotment of corporate expenditures. Company disbursements are made to the same policymakers that create ...


You're The Problem, Officer: Whether Executive Officers Should Be Subjected To The Same Standards Of Liability As Directors Under Current Corporate Governance Law, Margo Brandenburg Apr 2021

You're The Problem, Officer: Whether Executive Officers Should Be Subjected To The Same Standards Of Liability As Directors Under Current Corporate Governance Law, Margo Brandenburg

University of Cincinnati Law Review

No abstract provided.


Mergers, Macs, And Covid-19, Brian Jm Quinn Apr 2021

Mergers, Macs, And Covid-19, Brian Jm Quinn

Boston College Law School Faculty Papers

The conventional wisdom is that MAE/MACs in merger agreements provide an opportunity for buyers to renegotiate merger agreements in the event of intervening adverse events. However, the experience following the COVID-19 outbreak suggests that the conventional wisdom is incorrect or at least overstated. In fact, MAE/MACs shift the risk of exogenous adverse events (like COVID-19) to buyers while leaving only the risks of adverse endogenous and semi-endogenous events with the seller. The consequence of this risk-shifting is to strictly limit the circumstances under which a buyer can credibly lean on a MAE/MAC to threaten to terminate a ...


The “Value” Of A Public Benefit Corporation, Jill E. Fisch, Steven Davidoff Solomon Apr 2021

The “Value” Of A Public Benefit Corporation, Jill E. Fisch, Steven Davidoff Solomon

Faculty Scholarship at Penn Law

We examine the “value” a PBC form provides for publicly-traded corporations. We analyze the structure of the PBC form and find that other than requiring a designated social purpose it does not differ significantly in siting control and direction with shareholders. We also examine the purpose statements in the charters of the most economically significant PBCs. We find that, independent of structural limitations on accountability, these purpose statements are, in most cases, too vague and aspirational to be legally significant, or even to serve as a reliable checks on PBC behavior. We theorize, and provide evidence, that without a legal ...


Stock Market Value And Deal Value In Appraisal Proceedings, Robert T. Miller Apr 2021

Stock Market Value And Deal Value In Appraisal Proceedings, Robert T. Miller

Notre Dame Law Review

This Essay considers two methods of valuing public companies in the context of appraisal proceedings under section 262 of the Delaware General Corporation Law (DGCL). The first method relies on the efficient capital markets hypothesis (ECMH) and values the company based on the market price of its shares before any public disclosure of the possibility of a transaction (the unaffected market price). The second relies on the price that an unrelated party agrees to pay to acquire the company in a transaction negotiated at arm’s length after a robust sales process by the selling board (the deal price). Both ...


Corporate Personhood And The Putative First Amendment Right To Discriminate, Kent Greenfield, Daniel A. Rubens Apr 2021

Corporate Personhood And The Putative First Amendment Right To Discriminate, Kent Greenfield, Daniel A. Rubens

Boston College Law School Faculty Papers

Corporations increasingly assert the right to discriminate, based either on free speech claims, religious freedom claims, or statutory claims arising from the Religious Freedom Restoration Act. Such claims have been considered by the Supreme Court in Hobby Lobby (RFRA) and Masterpiece Cakeshop (First Amendment), and in both cases the Court held in favor of the business.

In neither case, however, did the Court address a fundamental flaw with the arguments of the company asserting the speech and religion claims: that the claims depend on the rejection of corporate personhood. The putative religious and speech claims arose not from the beliefs ...


Follow-Up Enforcement, Andrew K. Jennings Apr 2021

Follow-Up Enforcement, Andrew K. Jennings

Faculty Scholarship

No abstract provided.