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Articles 1 - 30 of 10748
Full-Text Articles in Law
Gen Y More Black Corporate Directors, Chaz Brooks
Gen Y More Black Corporate Directors, Chaz Brooks
Articles in Law Reviews & Other Academic Journals
Corporate diversity has been in the spotlight for decades. Recent efforts have followed years of legal scholarship, arguments on the business rationale for greater diversity, and more recently, the racial unrest during the summer of 2020. Called by some, a “racial reckoning,” the summer of 2020 catalyzed many corporate declarations on the importance of diversity, and more to the point of this article, the necessity of righting the economic disadvantages of Black Americans. This article looks specifically at one intervention by a corporate player following summer 2020, Nasdaq’s volley to increase corporate diversity through required disclosure. This article reviews the …
Esg & Caremark: Shareholders Might Lack Adequate Tools To Voice Esg Concerns And To Hold Boards Of Directors Accountable For Esg Oversight, Meryl Roux Jimenez
Esg & Caremark: Shareholders Might Lack Adequate Tools To Voice Esg Concerns And To Hold Boards Of Directors Accountable For Esg Oversight, Meryl Roux Jimenez
University of Miami Business Law Review
Environmental, Social, and Government (“ESG”) practices are no longer an area that corporations can ignore. A corporation’s failure to oversee an ESG risk can lead to a reputational scandal for the company, which, ultimately, hurts shareholders. The only primary legal recourse for shareholders to hold a board of directors accountable—for breaching its fiduciary duty to oversee a risk— is to bring a Caremark action in court. While most Caremark actions have proved favorable to shareholders in the past two decades, it is an imperfect and reactive framework for ESG related claims. Corporations are pulled in two opposite directions: maximizing shareholders’ …
The Fiduciary Duty Of Dissent, Joseph W. Yockey
The Fiduciary Duty Of Dissent, Joseph W. Yockey
Villanova Law Review
No abstract provided.
Racial Targets, Atinuke O. Adediran
Racial Targets, Atinuke O. Adediran
Northwestern University Law Review
It is common scholarly and popular wisdom that racial quotas are illegal. However, the reality is that since 2020’s racial reckoning, many of the largest companies have been touting specific, albeit voluntary, goals to hire or promote people of color, which this Article refers to as “racial targets.” The Article addresses this phenomenon and shows that companies can defend racial targets as distinct from racial quotas, which involve a rigid number or proportion of opportunities reserved exclusively for minority groups. The political implications of the legal defensibility of racial targets are significant in this moment in American history, where race …
The Impossibility Of Corporate Political Ideology: Upholding Sec Climate Disclosures Against Compelled Commercial Speech Challenges, Erin Murphy
Northwestern University Law Review
To address the increasingly dire climate crisis, the SEC will require public companies to reveal their business’s environmental impact to the market through climate disclosures. Businesses and states challenged the required disclosures as compelled, politically motivated speech that risks putting First Amendment doctrine into further jeopardy. In the past five years, the U.S. Supreme Court has demonstrated an increased propensity to hear compelled speech cases and rule in favor of litigants claiming First Amendment protection from disclosing information that they disagree with or believe to be a politically charged topic. Dissenting liberal Justices have decried these practices as “weaponizing the …
1l Q&A Lunch, Cardozo Business Law Society
Are Employee Noncompete Agreements Coercive? Why The Ftc's Wrong Answer Disqualifies It From Rulemaking (For Now), Alan J. Meese
Are Employee Noncompete Agreements Coercive? Why The Ftc's Wrong Answer Disqualifies It From Rulemaking (For Now), Alan J. Meese
Faculty Publications
The Federal Trade Commission recently proposed a rule banning nearly all employee noncompete agreements (“NCAs”) as unfair methods of competition under Section 5 of the Federal Trade Commission Act. The proposed rule reflects two complementary pillars of an aggressive new enforcement agenda championed by Commission Chair Lina Khan, a leading voice in the Neo-Brandeisian antitrust movement. First, such a rule depends on the assumption, rejected by most prior Commissions, that the Act empowers the Commission to issue legislative rules. Proceeding by rulemaking is essential, the Commission has said, to fight a “hyperconcentrated economy” that injures employees and consumers alike. Second, …
Educating Deal Lawyers For The Digital Age, Heather Hughes
Educating Deal Lawyers For The Digital Age, Heather Hughes
Fordham Law Review
Courses and programs that address law and emerging technologies are proliferating in U.S. law schools. Technology-related issues pervade the curriculum. This Essay presents two instances in which new technologies present challenges for deal lawyers. It explores how exposing students to closing opinions practice can prepare them to engage these challenges. Both examples involve common commercial contexts and lessons relevant to students of business associations and of the Uniform Commercial Code. The first, which deals with enforceability opinion letters, presents technical legal difficulties arising from recent developments in law and technology. The second, involving complex doctrines at the heart of financial …
Criminal Subsidiaries, Andrew K. Jennings
Criminal Subsidiaries, Andrew K. Jennings
Fordham Law Review
Corporate groups comprise parent companies and one or more subsidiaries, which parents use to manage liabilities, transactions, operations, and regulation. Those subsidiaries can also be used to manage criminal accountability when multiple entities within a corporate group share responsibility for a common offense. A parent, for instance, might reach a settlement with prosecutors that requires its subsidiary to plead guilty to a crime, without conviction of the parent itself—a subsidiary-only conviction (SOC). The parent will thus avoid bearing collateral consequences—such as contracting or industry bars—that would follow its own conviction. For the prosecutor, such settlements can respond to criminal law’s …
A Look Back In Time: Analyzing The Success And Value Of The 2014 Amendments To Rule 2a-7 And Reporting On Form N-Cr In Light Of The March 2020 Market Events, Jocelyn Near
Catholic University Law Review
Money market funds have frequently been a target of regulation by the Securities and Exchange Commission (“SEC”). Perhaps the most expansive regulation came as a response to the 2008 financial crisis, in which the Reserve Primary Fund “broke the buck.” The SEC’s misguided 2014 reforms exacerbated the inherent risks of money market funds, including the risk of runs and first mover advantage, particularly with the implementation of Form N-CR. Form N-CR requires a money market fund to publicly report when various events occur, including when a retail or government money market fund’s current net asset value per share deviates downward …
Cardozo Dispute Resolution Society Presents: Wine Negotiation, Cardozo Dispute Resolution Society, Cardozo Wine Society
Cardozo Dispute Resolution Society Presents: Wine Negotiation, Cardozo Dispute Resolution Society, Cardozo Wine Society
Flyers 2023-2024
No abstract provided.
An Unfair Method Of Rulemaking: An Application Of Constitutional Doctrines That Oppose The Ftc Rule Banning Non-Competition Agreements, Jared Yaggie
University of Cincinnati Law Review
No abstract provided.
Born In The U.S.A.: Analyzing The Domesticity Of Judgments In The Civil Rico Context, Alex Reid
Born In The U.S.A.: Analyzing The Domesticity Of Judgments In The Civil Rico Context, Alex Reid
University of Cincinnati Law Review
No abstract provided.
The Extent Of The Application Of Governance And The Degree Of Its Association With Financial Indicators And Obstacles To Their Application In Companies Listed On Palestine Stock Exchange, خالد زبدة, عمر أبو عيده
The Extent Of The Application Of Governance And The Degree Of Its Association With Financial Indicators And Obstacles To Their Application In Companies Listed On Palestine Stock Exchange, خالد زبدة, عمر أبو عيده
Jerash for Research and Studies Journal مجلة جرش للبحوث والدراسات
The main objective of this research is to recognize the reality of the application of governance in the Palestinian companies, and also to analyze the relationship between some financial indicators of those companies with the governance implementation level. For instance, ROA, ROE, Paid-up Capital, R/P, Stock market value, stock book value, and Net income, trying also to identify the obstacles facing its implantation, and to suggest measures that will help to improve the level of application of corporate governance in these companies This study was applied to all (48) companies listed on the Palestine Stock Exchange, divided into five sectors …
Lifecycle Of A Restaurant A Legal Perspective, Cardozo Business Law Society
Lifecycle Of A Restaurant A Legal Perspective, Cardozo Business Law Society
Flyers 2023-2024
No abstract provided.
Getting Merger Guidelines Right, Keith N. Hylton
Getting Merger Guidelines Right, Keith N. Hylton
Faculty Scholarship
This paper is on the new Merger Guidelines. It makes several arguments. First, that the Guidelines should be understood as existing in a political equilibrium. Second, that the new structural presumption of the Merger Guidelines (HHI = 1,800) is too strict, and that an economically reasonable revision in the structural presumption would have increased rather than decreased the threshold. Whereas the new Guidelines lowers the threshold to HHI 1,800 from HHI 2,500, an economically reasonable revision would have increased the threshold to HHI 3,200. I justify this argument using a bare-bones model of Cournot competition. Third, it seems unlikely, …
Law And Social Justice: Operationalizing Stakeholder Theory In Governmental Regulations And Corporate Decision-Making For Social And Economic Sustainability, Resilience, And Democracy, Daniel Herron, Laura Powell
Law And Social Justice: Operationalizing Stakeholder Theory In Governmental Regulations And Corporate Decision-Making For Social And Economic Sustainability, Resilience, And Democracy, Daniel Herron, Laura Powell
Pace International Law Review
It is time to shed the twentieth century capitalistic ways of shareholder maximization. It is time to fashion a “new” capitalism which retains the competitive dynamic but redefines its force to create a more socially just society. That is a huge order, to say the least. But, there is a path to that end. The 2019 U.S. Business Roundtable’s announcement, the creation of the Benefit Corporation, and the United Kingdom’s 2006 Companies Act began that process. These developments are enabling the beginning of the redefining of one of the bedrocks of capitalism: fiduciary obligation. The methodology of these developments is …
The Corporate Right To Bear Arms, Robert E. Wagner
The Corporate Right To Bear Arms, Robert E. Wagner
William & Mary Business Law Review
The ability of a corporation to exercise constitutional protections has been rife with uncertainty and change since the conception of corporate rights came into existence. The history and rapid development of the corporation, combined with the misapplied and misunderstood “corporate personhood” theory, have resulted in an almost unintelligible hodgepodge of corporate constitutional applications. Similarly, the concept of the right to bear arms has equally been muddled and applied very differently at varying times and locations since before the establishment of the Second Amendment. This Article attempts to clarify how an alternative to the “corporate personhood” theory, namely the “purpose” theory …
When Amazon Drivers Kill: Accidents, Agency Law, And The Contractor Economy, Keith Cunningham-Parmeter
When Amazon Drivers Kill: Accidents, Agency Law, And The Contractor Economy, Keith Cunningham-Parmeter
William & Mary Law Review
Amazon vans and Uber drivers frequently crash into other cars. Despite the many injuries and deaths that result from these accidents, Amazon and Uber deny responsibility for such claims because they categorize their drivers as “independent contractors.” But this contractor defense distorts the basic rules of agency law. Over a century ago, courts crafted agency standards that forced businesses to pay for the harms that their workers caused. Since that time, American firms have attempted to skirt this rule by labeling their workers as “contractors” rather than as “employees.” Aware of this age-old tactic to avoid liability, courts historically built …
Tackling Vulnerabilities Through Corporate Duties, Jingchen Zhao
Tackling Vulnerabilities Through Corporate Duties, Jingchen Zhao
Catholic University Law Review
In this article, and drawing on the work of Fineman and others, we use a vulnerability lens as a device to emphasize the protection that could be offered to vulnerable parties in corporations through directors’ duties. By situating corporations in the vulnerability paradigm, we will discuss the limitations of formal equality and clarify the role played by corporate law. The increasingly blurred distinction between private law and public law will be discussed to rationalize the protection of the vulnerable through collective responsibility. Vulnerability theory mediates conflicts between calls for “regulatory state policies” and “individual responsibility” to supervise and monitor corporate …
Public Law 86-272 And The Texas Margin Tax, Marvin J. Williams
Public Law 86-272 And The Texas Margin Tax, Marvin J. Williams
St. Mary's Law Journal
No abstract provided.
From Alpha To Omegle: A.M. V. Omegle And The Shift Towards Product Liability For Harm Incurred Online, Preston Buchanan
From Alpha To Omegle: A.M. V. Omegle And The Shift Towards Product Liability For Harm Incurred Online, Preston Buchanan
University of Miami Business Law Review
But for the Internet, many of our interactions with others would be impossible. From socializing to shopping, and, increasingly, working and attending class, the Internet greatly facilitates the ease of our daily lives. However, we frequently neglect to consider that our conduits to the Internet have the potential to lead to harm and injury. When the Internet was in its infancy, and primarily was a repository of information, Congress recognized the threat of continual lawsuits against online entities stemming from the content created by their users. The Communications Decency Act of 1996 arose to mitigate the seemingly Herculean task for …
College Athlete Employment Model: An “Amateur” Attempt To Resolve The Exploitation Created By The Ncaa, Ryan Brida
College Athlete Employment Model: An “Amateur” Attempt To Resolve The Exploitation Created By The Ncaa, Ryan Brida
University of Miami Business Law Review
The college sports industry is deeply rooted within the culture of the United States. Its popularity has only grown, which has led to business opportunities and vast economic wealth for many within the National Collegiate Athletic Association (“NCAA”). This wealth is mainly distributed among, but not limited to, NCAA executives, conference commissioners, university presidents, coaches, and athletic directors. The individuals actually taking part in the athletic contests, the college athletes, are excluded from this list. Specifically, looking at Division I college athletes, the harsh reality is that these young men and women are participating in a billion-dollar industry and not …
The Acquisition Of Twitter: The Legal Interplay Between Elon Musk, Shareholders, Employees, And The Government, Florence Shu-Blankson
The Acquisition Of Twitter: The Legal Interplay Between Elon Musk, Shareholders, Employees, And The Government, Florence Shu-Blankson
University of Miami Business Law Review
This article examines the acquisition process of Twitter by Elon Musk. It will analyze the legal validity of Musk’s initial claims for rescinding his offer, as well as Twitter’s defense arguments. It will consider questions such as: Did Twitter cause a material adverse effect to its operations that would be a basis for Musk to avoid the deal? Did Musk run afoul of any regulatory requirements under the Securities and Exchange Commission (SEC) and Federal Trade Commission (FTC) regulations? What impact did the ultimate sale of Twitter have on other stakeholders, such as corporate executives and non-executives, shareholders, employees. The …
Virtual Stardom: The Case For Protecting The Intellectual Property Rights Of Digital Celebrities As Software, Alexander Plansky
Virtual Stardom: The Case For Protecting The Intellectual Property Rights Of Digital Celebrities As Software, Alexander Plansky
University of Miami Business Law Review
For the past several decades, technology has allowed us to create digital human beings that both resemble actual celebrities (living or deceased) or entirely virtual personalities from scratch. In the near future, this technology is expected to become even more advanced and widespread to the point where there may be entirely virtual celebrities who are just as popular as their flesh-and-blood counterparts—if not more so. This raises intellectual property questions of how these near-future digital actors and musicians should be classified, and who will receive the proceeds from their performances and appearances. Since, in the near-term, these entities will probably …
Piercing The Shield Of U.C.C. Article 4a: Estate Of Levin V. Wells Fargo Bank’S, Implications For Terrorism Victims’ Attachment Of Blocked Electronic Wire Transfers Originating From State Sponsors Of Terrorism, Olivia Lu
University of Miami Business Law Review
This Piece examines how ambiguity in the property interests that would be subject to attachment under section 201 of the Terrorism Risk Insurance Act (“TRIA”) and section 1610(g) of the Foreign Sovereign Immunities Act (“FSIA”) has affected efforts by victims of terrorism to fulfill their monetary judgments, especially in light of courts’ use of Article 4A of the Uniform Commercial Code to fill the definitional gap. This Piece focuses on a recent D.C. Circuit decision, Estate of Levin v. Wells Fargo Bank, N.A., analyzing its implications for terrorism victims holding monetary judgments to attach blocked electronic funds transfers (“EFTs”) originating …
Bridging The Gap In Corporate Governance For Interlocking Directors In Colombia, Juan D. Ovalle
Bridging The Gap In Corporate Governance For Interlocking Directors In Colombia, Juan D. Ovalle
Emory Corporate Governance and Accountability Review
No abstract provided.
Climate, Clarity, Controversy: A Constitutional, Statutory, And Policy Analysis Of The Sec’S Proposed Climate Disclosure Rules, Astoneia O. Moss
Climate, Clarity, Controversy: A Constitutional, Statutory, And Policy Analysis Of The Sec’S Proposed Climate Disclosure Rules, Astoneia O. Moss
Emory Corporate Governance and Accountability Review
The burgeoning ESG movement has heightened investors’ interest in how companies steward the environment in which they operate; manage their human capital; and implement strategies to effectively manage and fulfill the desires of stakeholders. As a result, the SEC has sought to implement a mandatory climate-related disclosure regime to provide investors with public companies’ climate-related data to assist in the investment decision-making process. The proposed climate-related disclosure rule has faced criticism from businesses, politicians, and legal scholars on constitutional, statutory, and policy grounds. This Comment concludes that based on the statutory language of the Securities Act of 1933 and Securities …
Delegated Corporate Voting And The Deliberative Franchise, Sarah C. Haan
Delegated Corporate Voting And The Deliberative Franchise, Sarah C. Haan
Scholarly Articles
Starting in the 1930s with the earliest version of the proxy rules, the Securities and Exchange Commission (SEC) has gradually increased the proportion of “instructed” votes on the shareholder’s proxy card until, for the first time in 2022, it required a fully instructed proxy card. This evolution effectively shifted the exercise of the shareholder’s vote from the shareholders’ meeting to the vote delegation that occurs when the share-holder fills out the proxy card. The point in the electoral process when the binding voting choice is communicated is now the execution of the proxy card (assuming the shareholder completes the card …
The Need For Corporate Guardrails In U.S. Industrial Policy, Lenore Palladino
The Need For Corporate Guardrails In U.S. Industrial Policy, Lenore Palladino
Seattle University Law Review
U.S. politicians are actively “marketcrafting”: the passage of the Bipartisan Infrastructure Law, the CHIPS and Science Act, and the Inflation Reduction Act collectively mark a new moment of robust industrial policy. However, these policies are necessarily layered on top of decades of shareholder primacy in corporate governance, in which corporate and financial leaders have prioritized using corporate profits to increase the wealth of shareholders. The Administration and Congress have an opportunity to use industrial policy to encourage a broader reorientation of U.S. businesses away from extractive shareholder primacy and toward innovation and productivity. This Article examines discrete opportunities within the …