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Business Organizations Law

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2015

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Full-Text Articles in Law

The New Road To Serfdom: The Curse Of Bigness And The Failure Of Antitrust, Carl T. Bogus Dec 2015

The New Road To Serfdom: The Curse Of Bigness And The Failure Of Antitrust, Carl T. Bogus

University of Michigan Journal of Law Reform

This Article argues for a paradigm shift in modern antitrust policy. Rather than being concerned exclusively with consumer welfare, antitrust law should also be concerned with consolidated corporate power. Regulators and courts should consider the social and political, as well as the economic, consequences of corporate mergers. The vision that antitrust must be a key tool for limiting consolidated corporate power has a venerable legacy, extending back to the origins of antitrust law in early seventeenth century England, running throughout American history, and influencing the enactment of U.S. antitrust laws. However, the Chicago School’s view that antitrust law ...


An "Officer" And A G[Old]Man: The Third Circuit Finds Ambiguous Corporate Titles Jeopardize Right To Advancement Under Delaware Law In Aleynikov V. Goldman Sachs Group, Inc., Carina M. Meleca Dec 2015

An "Officer" And A G[Old]Man: The Third Circuit Finds Ambiguous Corporate Titles Jeopardize Right To Advancement Under Delaware Law In Aleynikov V. Goldman Sachs Group, Inc., Carina M. Meleca

Villanova Law Review

No abstract provided.


Business Associations, Crystal J. Clark Dec 2015

Business Associations, Crystal J. Clark

Mercer Law Review

This Article surveys notable cases in the areas of corporate, limited liability company, partnership, agency, and joint venture law decided between June 1, 2014 and May 31, 2015 by the Georgia Supreme Court, the Georgia Court of Appeals, the United States Court of Appeals for the Eleventh Circuit, and the United States district courts located in Georgia.


The Social Relations Of Consumption: Corporate Law And The Meaning Of Consumer Culture, David G. Yosifon Nov 2015

The Social Relations Of Consumption: Corporate Law And The Meaning Of Consumer Culture, David G. Yosifon

BYU Law Review

A mature assessment of the society we are making for ourselves, and the legacy we are leaving to the future, must come to terms with consumer culture. Theoretical discourse, as well as common experience, betray persistent ambiguity about what consumerism means to and says about us. In this Article, I argue that this ambiguity can in part be explained by examining the social relations of consumption in contemporary society. These involve, crucially, the relationship between producer and consumer that is dictated by corporate governance law, and embodied in the decision-making dynamics of the directors who command corporate operations. The enigmatic ...


Alternative Entities And Fiduciary Duty Waivers In Delaware, Michael Despres Nov 2015

Alternative Entities And Fiduciary Duty Waivers In Delaware, Michael Despres

BYU Law Review

No abstract provided.


Foreign Corrupt Practices Act: Pleading Parent­Subsidiary Liability, Alexander Avery Nov 2015

Foreign Corrupt Practices Act: Pleading Parent­Subsidiary Liability, Alexander Avery

Journal of the National Association of Administrative Law Judiciary

No abstract provided.


How Algorithmic Trading Undermines Efficiency In Capital Markets, Yesha Yadav Nov 2015

How Algorithmic Trading Undermines Efficiency In Capital Markets, Yesha Yadav

Vanderbilt Law Review

This Article argues that the rise of algorithmic trading undermines efficient capital allocation in securities markets. It is a bedrock assumption in theory that securities prices reveal how effectively public companies utilize capital. This conventional wisdom rests on the straightforward premise that prices reflect available information about a security and that investors look to prices to decide where to invest and whether their capital is being productively used. Unsurprisingly, regulation relies pervasively on prices as a proxy for the allocative efficiency of investor capital. Algorithmic trading weakens the ability of prices to function as a window into allocative efficiency.

This ...


Dialogic Labor Regulation In The Global Supply Chain, Kevin Kolben Oct 2015

Dialogic Labor Regulation In The Global Supply Chain, Kevin Kolben

Michigan Journal of International Law

In May 2006, the government of Jordan was facing a crisis. A small U.S. labor-rights activist group had just released a damning report documenting extensive labor abuses in Jordan’s fledgling garment industry. Adding fuel to the fire, the New York Times published a front-page story about the report with its own field work that corroborated some of the allegations, such as long and abusive working hours, the confiscation of passports of foreign workers, horrendous living conditions, and sexual harassment. Although garment manufacturing was new to Jordan, after just several years of existence it already constituted an important part ...


The Multinational Corporation Regulatory Guidebook, Rhond R. Roth Oct 2015

The Multinational Corporation Regulatory Guidebook, Rhond R. Roth

Georgia Journal of International & Comparative Law

No abstract provided.


Table Of Contents, Georgia Journal Of International And Comparative Law Oct 2015

Table Of Contents, Georgia Journal Of International And Comparative Law

Georgia Journal of International & Comparative Law

No abstract provided.


Institutionalized Disruption: The Rise Of The Reformer Startup, Abraham J.B. Cable Oct 2015

Institutionalized Disruption: The Rise Of The Reformer Startup, Abraham J.B. Cable

Hastings Business Law Journal

This essay emerges from a joint symposium of the Hastings Business Law Journal and the Hastings Science and Technology Law Journal entitled “Regulating the Disruption Economy: Tech Startups as Regulatory Reformers.” The symposium featured panels on virtual currency, crowdfunding, and the sharing economy.

Drawing from the symposium, this essay considers why startups are increasingly taking up the mantle of regulatory reform, how they are achieving their successes, and whether this is a positive development for our political economy. It tentatively proposes that: (1) features of the current venture capitalist market and startup ecosystem, rather than the pace of technological advancement ...


Employee Perks In Silicon Valley: Technology Companies Lead The “Arms Race” As Corporate Law Trails In Representing Shareholder Interests, Thuy Nguyen Oct 2015

Employee Perks In Silicon Valley: Technology Companies Lead The “Arms Race” As Corporate Law Trails In Representing Shareholder Interests, Thuy Nguyen

Hastings Business Law Journal

Within the last decade, Silicon Valley technology companies have increasingly engaged in a practice of providing nontraditional perks to employees, in what has been characterized as an “arms race” to attract engineering talent. As this practice expands throughout Silicon Valley, so do the costs associated with providing these perks. While companies view the practice as a tool to recruit talent, boost productivity, and increase efficiency, the IRS’s renewed interest in scrutinizing the tax laws casts doubt on whether these stated objectives would remain robust in the future.

This Note focuses on the practice of providing employee perks from a ...


The Rights Of Shareholders In Authorizing Corporate Philanthropy, John A. Pearce Ii Oct 2015

The Rights Of Shareholders In Authorizing Corporate Philanthropy, John A. Pearce Ii

Villanova Law Review

No abstract provided.


Crowdfunding Delusions, Reza Dibadj Oct 2015

Crowdfunding Delusions, Reza Dibadj

Hastings Business Law Journal

Beyond all the hype surrounding crowdfunding there is a curious incongruity. On the one hand, there exist apparently successful crowdfunding sites; on the other hand, more than three years after the Jumpstart Our Business Act (“JOBS Act”) mandated an equity crowdfunding exception, we are still waiting for final regulations from the Securities and Exchange Commission.

This essay explores this irony, arguing that existing crowdfunding sites carefully manage around a fundamental ambiguity in the securities laws—a surprisingly fuzzy definition of what a “security” is. It then shifts to understanding the existing regulatory framework: the federal crowdfunding statute and proposed rules ...


Medicine As A Public Calling, Nicholas Bagley Oct 2015

Medicine As A Public Calling, Nicholas Bagley

Michigan Law Review

The debate over how to tame private medical spending tends to pit advocates of government-provided insurance—a single-payer scheme—against those who would prefer to harness market forces to hold down costs. When it is mentioned at all, the possibility of regulating the medical industry as a public utility is brusquely dismissed as anathema to the American regulatory tradition. This dismissiveness, however, rests on a failure to appreciate just how deeply the public utility model shaped health law in the twentieth century— and how it continues to shape health law today. Closer economic regulation of the medical industry may or ...


Empowering Shareholders, Or Overburdening Companies? Analyzing The Potential Use Of Instant Runoff Voting In Corporate Elections, G. Scott Edwards Oct 2015

Empowering Shareholders, Or Overburdening Companies? Analyzing The Potential Use Of Instant Runoff Voting In Corporate Elections, G. Scott Edwards

Vanderbilt Law Review

Although hotly debated today, one of the prevailing theories in the mind of the public as to why the shareholders of a corporation possess the right to vote in corporate elections is the fact that shareholders "own" the corporation. Even though one academic has written that this theory is the "worst" argument for shareholder primacy, the notion that shareholders should vote in corporations because the corporation "belongs" to them is strongly entrenched in the minds of the general public; in fact, this theory of shareholder primacy often creeps into judicial opinions, showing that even judges are influenced by the theory ...


Limiting Frivolous Shareholder Lawsuits Via Fee-Shifting Bylaws: A Call For Delaware To Overturn And Revise Its Fee-Shifting Bylaw Statute, Gregory Diciancia Oct 2015

Limiting Frivolous Shareholder Lawsuits Via Fee-Shifting Bylaws: A Call For Delaware To Overturn And Revise Its Fee-Shifting Bylaw Statute, Gregory Diciancia

Boston College Law Review

Shareholder lawsuits have become an epidemic, with lawsuits being filed after almost every merger or acquisition, costing corporations and shareholders billions of dollars. With little substantive and successful reform measures at the federal and state level, corporations have begun to take matters into their own hands, including adopting corporate bylaws to deter these lawsuits. This Note examines the Delaware Supreme Court’s controversial decision in 2014, ATP Tour, Inc. v. Deutscher Tennis Bund, in which the court approved the adoption of fee-shifting bylaws by corporations. It further examines the Delaware State Legislature’s subsequent prohibition of fee-shifting provisions and explores ...


Emulating The German Two-Tier Board And Worker Participation In U.S. Law: A Stakeholder Theory Of The Firm, Eric Engle, Tetiana Danyliuk Sep 2015

Emulating The German Two-Tier Board And Worker Participation In U.S. Law: A Stakeholder Theory Of The Firm, Eric Engle, Tetiana Danyliuk

Golden Gate University Law Review

The U.S. corporate governance system failed in 2002, and again in 2008, leading to the deepest economic downturn in the United States since the Great Depression. Germany, in contrast, suffered neither widespread regulatory failure nor market collapse. Important differences in the U.S. and German corporate structure and capital markets may explain the divergent economic performance. This Article examines whether and how to emulate German corporate governance structures in the U.S. market, a theme which may be of interest to German corporations considering locating operations in the United States, such as Volkswagen in Tennessee.

This Article is structured ...


How Entrepreneurs Can Crowdfund Renewable Energy Projects, Adrian Chiang Sep 2015

How Entrepreneurs Can Crowdfund Renewable Energy Projects, Adrian Chiang

The Journal of Business, Entrepreneurship & the Law

This Article explains how the entrepreneurial efforts and the upcoming changes in crowdfunding law will allow for more successful renewable energy projects in the United States. Part II examines the renewable energy market, its relevance, and the United States' transition from traditional non-renewable energy production to renewable energy production. Part III covers the general methods of energy financing from both public and private sources and how they have been utilized in typical energy financing structures. Part IV explains how an entrepreneur, utilizing the new rules on crowdfunding, can address the existing deficiencies in financing renewable energy projects. Part V explores ...


The Family Llc: A New Approach To Insuring Dynastic Wealth, Evan Michael Purcell Sep 2015

The Family Llc: A New Approach To Insuring Dynastic Wealth, Evan Michael Purcell

The Journal of Business, Entrepreneurship & the Law

This Article introduces the taxpayer to the basic background principles needed to understand the inner workings of the investment, then provides a guide to drafting considerations for the family's attorney, and concludes with a general plan to maintain business legitimacy and take advantage of tax-favored status, while retaining the flexibility essential to combating the unexpected. Part II addresses the historically favored tax treatment of life insurance products, as well as relatively recent restrictive reforms. Part III addresses the background foundation of the LLC entity and surveys its skeletal structure. Part IV introduces a practical example of how to create ...


“Because That's Where The Money Is”: A Theory Of Corporate Legal Compliance, William C. Bradford Sep 2015

“Because That's Where The Money Is”: A Theory Of Corporate Legal Compliance, William C. Bradford

The Journal of Business, Entrepreneurship & the Law

The study and regulation of firms per se as agents of compliance may be misguided. Firms are abstractions that exist only in the legal, and not the natural, sense, and, as such, utterly lack decisional capacity. Firms do not decide whether to comply with law; people, specifically officers who exercise decisional authority on their behalf, do. Any theory that would explain or predict firm compliance must account for the individual level of analysis. However, most corporate legal compliance research minimizes the salience of personality. Accordingly, Part II traces associations between personalities of CEOs and firm compliance with obligations arising under ...


Corruption At The Intersection Of Business And Government: The Oecd Convention, Supply-Side Corruption, And Canada’S Anti-Corruption Efforts To Date, Milos Barutciski, Sabrina Bandali Sep 2015

Corruption At The Intersection Of Business And Government: The Oecd Convention, Supply-Side Corruption, And Canada’S Anti-Corruption Efforts To Date, Milos Barutciski, Sabrina Bandali

Osgoode Hall Law Journal

Over the last twenty years, international and regional conventions have been concluded to combat the corruption of public officials. Part I of the paper explains the genesis of international anti-corruption law and its focus on the “supply-side” of bribery transactions, drawing on the negotiating history and the experience of practitioners involved in the development of international anti-corruption law. Parts II and III examine Canada’s implementation of its international obligations and its enforcement record to date. Part IV of the paper concludes with an analysis of the challenges faced by Canadian businesses and the limitations of the focus on supply-side ...


The Role Of Corporate Governance In Curbing Foreign Corrupt Business Practices, Poonam Puri, Andrew Nichol Sep 2015

The Role Of Corporate Governance In Curbing Foreign Corrupt Business Practices, Poonam Puri, Andrew Nichol

Osgoode Hall Law Journal

The role of corporate and securities laws in addressing foreign corrupt business practices have, to date, received limited consideration. Departing from the substantial literature on the criminal and public law response to international corruption, the authors analyze Canada’s Corruption of Foreign Public Officials Act in comparison with British and American legislation and conclude that the Canadian regime relies too heavily on the use of criminal sanctions and fails to contemplate the role of behaviour modification in its legislative structure. Recognizing that multinational corporations are well placed to identify, expose, and prevent corrupt business practices, the authors propose a private ...


The Brazilian Clean Company Act: Using Institutional Multiplicity For Effective Punishment, Mariana Mota Prado, Lindsey Carson, Izabela Correa Sep 2015

The Brazilian Clean Company Act: Using Institutional Multiplicity For Effective Punishment, Mariana Mota Prado, Lindsey Carson, Izabela Correa

Osgoode Hall Law Journal

In Brazil’s battle against corruption over the past two decades, there has been significant progress associated with the systems of oversight and investigation but very little progress in holding corrupt actors legally accountable for their transgressions. We suggest that until very recently this could be partially explained by the fact that there was institutional multiplicity (i.e., duplication of functions) in oversight and investigative institutions, while at the punishment stage, a single and underperforming institution—the judiciary—exercised monopolistic authority. To circumvent the limits associated with Brazilian courts, the government is increasingly relying on administrative sanctions for corruption. It ...


The Outside Investor: Citizen Shareholders & Corporation Alienation, Anne M. Tucker Sep 2015

The Outside Investor: Citizen Shareholders & Corporation Alienation, Anne M. Tucker

University of St. Thomas Law Journal

No abstract provided.


Lessons From Institutional Shareholder Services: Governing Benefit Corporations' Third-Party Standard, Tammi S. Etheridge Sep 2015

Lessons From Institutional Shareholder Services: Governing Benefit Corporations' Third-Party Standard, Tammi S. Etheridge

Michigan Business & Entrepreneurial Law Review

Almost one hundred years ago, Henry Ford, as CEO of the Ford Motor Company, announced a plan to cease payment of special dividends to shareholders. Instead, the company would reinvest its profits to employ more workers and build more factories. Investing in new workers and factories would cut the cost of cars and make them affordable to more people. Ford publicly declared that his “ambition [was] to employ still more men, to spread the benefits of this industrial system to the greatest possible number, to help them build up their lives and their homes. To do this we are putting ...


"Trade Or Business": The Relevance Of A Deceptively Simple Income Tax Phrase To The Labor Code, Federal Statutes, And Private Equity Activity, Arthur Acevedo Sep 2015

"Trade Or Business": The Relevance Of A Deceptively Simple Income Tax Phrase To The Labor Code, Federal Statutes, And Private Equity Activity, Arthur Acevedo

Florida A & M University Law Review

Corporate law is premised upon two fundamental principles: the pooling of moneys for investment purposes and the privilege of limited liability. The pooling of money enables promoters and investors to efficiently amass and organize substantial sums for investment purposes. The privilege of limited liability assures investors that personal liability for the underlying invested activity is limited to the moneys invested. Limited liability is a sacrosanct principle and a quintessential investment assumption within the investment community. Private equity firms have successfully exploited these two policies. However, a decision by the First Circuit Court of Appeal casts a shadow of doubt on ...


Front Matter, Michigan Business & Entrepreneurial Law Review Sep 2015

Front Matter, Michigan Business & Entrepreneurial Law Review

Michigan Business & Entrepreneurial Law Review

No abstract provided.


An Early Report On Benefits Reports, J. Haskell Murray Sep 2015

An Early Report On Benefits Reports, J. Haskell Murray

West Virginia Law Review

No abstract provided.


Rethinking Limited Liability Of Parent Corporations For Foreign Subsidiaries’ Violations Of International Human Rights Law, Gwynne Skinner Sep 2015

Rethinking Limited Liability Of Parent Corporations For Foreign Subsidiaries’ Violations Of International Human Rights Law, Gwynne Skinner

Washington and Lee Law Review

The doctrine of limited liability of shareholders often prevents victims harmed by a corporation’s foreign subsidiary’s violation of international human rights norms from obtaining a remedy when that subsidiary operates in a country that has a weak or ineffective judicial system. This is because victims are often unable to obtain a remedy in these countries, and the doctrine almost always prevents victims from seeking a remedy from the parent corporation. Given this problem, in what situations should parent corporations be liable for the tortious activities of their foreign subsidiaries? This Article discusses the circumstances where imposing liability on ...