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Articles 31 - 60 of 153
Full-Text Articles in Law
Foreword, Nicholas Keenan, Senya Merchant, Clara Lane
Foreword, Nicholas Keenan, Senya Merchant, Clara Lane
UC Law Business Journal
No abstract provided.
Breaking Up Mergers After The Fact: Opportunities And Problems, Stanley M. Besen, Philip L. Verveer
Breaking Up Mergers After The Fact: Opportunities And Problems, Stanley M. Besen, Philip L. Verveer
UC Law Business Journal
Antitrust authorities in both the United States and Europe have recently shown an increased interest in reviewing past mergers with the objective of possibly requiring mergers to be undone if they turned out to be anticompetitive. In this Article, we reach five main conclusions. First, analyzing the effects of past mergers is unlikely to be straightforward because it will be difficult to disentangle the competitive effects of a merger from other factors in the markets served by the merged firms. Second, even divestitures that were required before mergers had been consummated were complicated to bring about and there is evidence …
Google, I Mean Big Brother, Is Always Listening, Justin Silverberg
Google, I Mean Big Brother, Is Always Listening, Justin Silverberg
UC Law Business Journal
Between the Google Assistant and Amazon Alexa, nearly 1 billion people around the world use personal assistant devices daily. These devices are able to store information from our private conversations in order to make the devices more user friendly by targeting advertisements that relate to our interests. But what happens if our private conversations are stored for more than the above-mentioned purposes? This paper will examine a series of hypotheticals which involve devices, such as the Google Assistant, specifically relating to the devices’ audio recording capabilities. Not only will this paper point out the gaps in our current insider trading …
You Gotta Serve Somebody - Shareholders Vs Stakeholders And The Corporate Enterprise View Of Corporate Governance, Neil Taylor
You Gotta Serve Somebody - Shareholders Vs Stakeholders And The Corporate Enterprise View Of Corporate Governance, Neil Taylor
UC Law Business Journal
No abstract provided.
(Private) Market Mania: Assessing The Impact Of Private Market Booms On Venture Capital-Backed Startup Governance, Mitchell Carlson
(Private) Market Mania: Assessing The Impact Of Private Market Booms On Venture Capital-Backed Startup Governance, Mitchell Carlson
UC Law Business Journal
No abstract provided.
Raising The Floor From The Back Door: Shareholder Proposals As A Mechanism For Raising Minimum Wage, Laura Carrier
Raising The Floor From The Back Door: Shareholder Proposals As A Mechanism For Raising Minimum Wage, Laura Carrier
Washington and Lee Law Review
When adjusted to reflect inflation, the federal minimum wage is almost 40 percent lower than it was in 1970. The Biden Administration tried and failed to legislatively raise the minimum wage, and political deadlock will continue to kill legislative change. The shareholder proposal, a nonbinding recommendation to management that shareholders can submit for a vote at a public corporation’s annual meeting, presents a path for improving the wages of many workers in the absence of federal legislation. This Note analyzes the best approach to crafting a shareholder proposal on minimum wage that will prompt an effective increase in the minimum …
Corporate Governance And The Audit Function In Jordan And The Uk: A Comparative Perspective, Bashar Malkawi
Corporate Governance And The Audit Function In Jordan And The Uk: A Comparative Perspective, Bashar Malkawi
Global Business Law Review
Superior corporate governance forms the bedrock of a prosperous economy. An integral component of outstanding corporate governance is the role of transparent, accurate and freely available information with respect to a company’s books and records. Numerous stakeholders including current and potential investors, business partners, employees, regulators and the public, rely on the integrity of the financial reporting. The law on external auditors in Jordan has undergone significant improvement, yet substantial gaps exist between current law and best practices. The Article focuses on the role of the auditor in ensuring superior corporate governance. The goal of this Article is to assess …
Business Organizations As Natural Objects Of Ownership, Kevin Douglas
Business Organizations As Natural Objects Of Ownership, Kevin Douglas
Texas A&M Journal of Property Law
Given the importance of “property rights” in American law and cul- ture, academic and judicial disagreement over the content of the con- cept is a problem. Professor Eric Claeys makes considerable progress toward resolving this problem in his forthcoming book, Natural Prop- erty Rights. Using John Locke’s labor theory of property, the treatise identifies intelligible limits to the kinds of objects that qualify as prop- erty and provides guidance on how legal rights should operate for a given category of objects. It also identifies several examples of American law that already follow a Lockean framework. The chapters Designing Property Rights …
Entire Fairness Or Bust: The Burst Of The 2020-2021 Spac Bubble, Nicole Lynch
Entire Fairness Or Bust: The Burst Of The 2020-2021 Spac Bubble, Nicole Lynch
Brooklyn Journal of Corporate, Financial & Commercial Law
Special Purpose Acquisition Companies (SPACs) have skyrocketed in recent years as an alternative for taking private companies public through an initial public offering (IPO). SPACs are blank-check companies that raise capital through public exchanges for the “special purpose” of acquiring a privately held company. Once acquired, the private company will take the SPAC’s place on the public exchange, effectively accomplishing the same thing as a traditional IPO but without all the onerous reporting requirements and upfront costs. For these reasons, SPACs have become the next big thing in securities markets despite being around since the 1990s. Throughout 2020 and 2021, …
What Covid-19 Retail Bankruptcies Can Teach Us About Intellectual Property In A Post-Pandemic World, Brenna Arbuckle
What Covid-19 Retail Bankruptcies Can Teach Us About Intellectual Property In A Post-Pandemic World, Brenna Arbuckle
The Journal of Business, Entrepreneurship & the Law
Both IP and bankruptcy laws are quite complex. With that in mind, this comment will narrowly focus on what retail bankruptcies amid COVID-19 can teach us about the value of IP, particularly trademarks and trade secrets, post-pandemic. Part II of this comment explores the relevant legal background, in particular IP and bankruptcy laws. Part III provides context regarding the retail industry and delves into relevant pre-pandemic trends. Further, Part IV discusses the impact of COVID-19 on the retail industry, particularly on consumer behaviors and bankruptcy bids. Part IV details lessons from such bankruptcies and the possible impacts on the industry …
Toward An Enhanced Level Of Corporate Governance: Tech Committees As A Game Changer For The Board Of Directors, Maria Lillà Montagnani, Maria Lucia Passador
Toward An Enhanced Level Of Corporate Governance: Tech Committees As A Game Changer For The Board Of Directors, Maria Lillà Montagnani, Maria Lucia Passador
The Journal of Business, Entrepreneurship & the Law
Although tech committees are increasingly being included in the functioning of the board of directors, a gap exists in the current literature on board committees, as it tends to focus on traditional board committees, such as nominating, auditing or remuneration ones. Therefore, this article performs an empirical analysis of tech committees adopted by North American and European listed companies in 2019 in terms of their composition, characteristics and functions. The aim of the study is to understand what “technology” really stands for in the “tech committees” label within the board, or – to phrase it differently – to ascertain what …
Forum Selection Provisions And The Preclusion Of Derivative Claims Under Section 14(A) Of The Securities Exchange Act: Should Federal Courts Intervene?, Noah P. Mathews
Forum Selection Provisions And The Preclusion Of Derivative Claims Under Section 14(A) Of The Securities Exchange Act: Should Federal Courts Intervene?, Noah P. Mathews
Fordham Law Review
This Note examines whether a forum selection provision in a corporation’s bylaws that requires shareholders to bring derivative claims in the Delaware Court of Chancery is enforceable when invoked by directors to dismiss derivative claims under the Securities Exchange Act (the “Exchange Act”)—claims over which federal courts have exclusive jurisdiction. In Seafarers Pension Plan ex rel. Boeing Co. v. Bradway, the U.S. Court of Appeals for the Seventh Circuit held that enforcing this type of bylaw would violate the act’s antiwaiver provision, which voids any stipulation that allows a person to waive compliance with the act. In Lee ex …
Spac Mergers, Ipos, And The Pslra's Safe Harbor: Unpacking Claims Of Regulatory Arbitrage, Amanda M. Rose
Spac Mergers, Ipos, And The Pslra's Safe Harbor: Unpacking Claims Of Regulatory Arbitrage, Amanda M. Rose
William & Mary Law Review
Communications in connection with an initial public offering (IPO) are excluded from the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 (PSLRA). Unsurprisingly, IPO issuers do not share projections publicly—the liability risk is too great. By contrast, communications in connection with a merger are not excluded from the safe harbor, and special purpose acquisition companies (SPACs) routinely share their merger targets’ projections publicly. Does the divergent application of the PSLRA’s safe harbor in traditional IPOs and SPAC mergers create an opportunity for “regulatory arbitrage” and, if so, what should be done about it? …
The Rise Of Corporate Guidelines In The United States, 2005-2021: Theory And Evidence, Asaf Eckstein
The Rise Of Corporate Guidelines In The United States, 2005-2021: Theory And Evidence, Asaf Eckstein
Indiana Law Journal
Institutional investors are legally obliged to be faithful stewards of their portfolio companies. Yet, the conventional wisdom among commentators is that institutional investors have failed to perform this obligation because they are not incentivized to make adequate investments in corporate governance. This Article contends that this criticism is based on an incomplete analysis that misses a critical aspect of the operation of institutional investors. The critics focus exclusively on institutional investors’ efforts in actively engaging with the managements of their portfolio companies. They ignore, however, an important passive governance tool that institutional investors routinely use: corporate guidelines. Corporate guidelines are …
Transforming The Future Of Work By Embracing Corporate Social Justice, Andrea Giampetro-Meyer
Transforming The Future Of Work By Embracing Corporate Social Justice, Andrea Giampetro-Meyer
Washington and Lee Journal of Civil Rights and Social Justice
Professionals from Generations Y (millennials) and Z (Gen Z or zoomers) expect their employers to embrace diversity, equity and inclusion (DEI). They want to work for companies that support individuals of various races, ethnicities, religions, abilities, genders, and sexual orientations. Professionals from these generations are seeking employers that have created a diverse workforce, clear promotion track, and a commitment to dismantling systemic racism. Companies that want to attract top talent are making DEI a priority. They are also implementing action plans to demonstrate their serious commitment to DEI because millennials and zoomers are quick to recognize and criticize performative approaches. …
It’S About Time: Rejection Of The De Minimis Doctrine In State Wage And Hour Laws, Abigail Britton
It’S About Time: Rejection Of The De Minimis Doctrine In State Wage And Hour Laws, Abigail Britton
Dickinson Law Review (2017-Present)
Since the passage of the Fair Labor Standards Act (“FLSA”) in 1938, courts have grappled with how to interpret which activities an employee performs for their employer should be considered “work.” The FLSA requires employers pay a minimum wage, pay overtime, and keep records of their employees’ time. However, to calculate these wages based on hours worked, the employer must know what constitutes “work.” Over the 80 years since its enactment, federal courts have adopted rules to determine what counts as work. One doctrine courts apply is the de minimis doctrine. Under the de minimis doctrine, employers do not need …
Following In California’S Footsteps?: Pennsylvania Eliminates The De Minimis Exception In State Wage And Hour Claims, Lauren E. Stahl
Following In California’S Footsteps?: Pennsylvania Eliminates The De Minimis Exception In State Wage And Hour Claims, Lauren E. Stahl
Dickinson Law Review (2017-Present)
Under the Fair Labor Standards Act (“FLSA”), employers risk receiving wage and hour violations if they fail to compensate employees for all “hours worked” or fail to adhere to minimum wage and overtime requirements. The de minimis doctrine provides an exception to this general rule and excuses employers from compensating employees for insignificant amounts of time spent on otherwise compensable off-the-clock work activities. Examples of de minimis off-the-clock work activities include waiting for a computer to load or waiting to log onto a computer network. These activities are considered de minimis because they take only a minute or less, and …
The Future Of China's U.S.-Listed Firms: Legal And Political Perspectives On Possible Decoupling, Rebecca Parry, Qingxiu Bu
The Future Of China's U.S.-Listed Firms: Legal And Political Perspectives On Possible Decoupling, Rebecca Parry, Qingxiu Bu
William & Mary Business Law Review
There is a long history of Chinese firms raising capital on leading U.S. exchanges. These shares have proved attractive and are estimated at $1 trillion value, in spite of deep mismatches between Chinese internal approaches to corporate governance and those taken under U.S. securities regulations. Chinese listings of nonstate firms, particularly in the technology sector, had depended on a largely laissez-faire initial approach to the expansion through foreign listings, including tolerance of the opaque Variable Interest Entity (VIE) structures adopted as a means to bypass Chinese restrictions on foreign ownership. Concerns regarding data security had, however, prevented compliance by Chinese …
Purpose Or Profit?: The Rise Of Public Benefit Corporations In The Technology Industry, Alanna Potter
Purpose Or Profit?: The Rise Of Public Benefit Corporations In The Technology Industry, Alanna Potter
Duke Law & Technology Review
Over the last several years, the demand for socially responsible companies has exploded. Many states have responded to this demand by offering a new corporate form, the public benefit corporation (“PBC”), which arguably allows companies to prioritize social benefit in a way that traditional corporations cannot. The technology industry has adopted the PBC structure at higher rates than corporations in other industries. This Note offers reasons for the appeal of PBCs to corporations generally and to the technology sector in particular. This Note also explores why technology companies may be able to achieve the goals discussed without the need for …
Conflicts Of Interest At An Organization’S Highest Authority: How The District Of Columbia’S Rules Of Professional Conduct Can Fail To Protect Private Organizations, Christopher Deubert
Conflicts Of Interest At An Organization’S Highest Authority: How The District Of Columbia’S Rules Of Professional Conduct Can Fail To Protect Private Organizations, Christopher Deubert
Catholic University Law Review
This Article examines how the District of Columbia’s incomplete incorporation of the Model Rules of Professional Conduct into its own Rules of Professional Conduct has created a scenario in which wrongdoing inside a private organization can flourish. In 2002, following the Enron scandal, the American Bar Association (ABA) revisited and revised its Model Rules of Professional Conduct. The ABA nevertheless took a conservative route, rejecting rules long proposed by experts which would have permitted attorneys aware of corporate crimes, fraud, and other wrongdoing to report their concerns to individuals or entities outside the organization’s reporting structure. Additional scandals unfolded contemporaneous …
A Vision Of The Anti-Racist Public Corporation, Steven A. Ramirez
A Vision Of The Anti-Racist Public Corporation, Steven A. Ramirez
University of Cincinnati Law Review
No abstract provided.
Standing On The Shoulders Of Llcs: Tax Entity Status And Decentralized Autonomous Organizations, Samuel D. Brunson
Standing On The Shoulders Of Llcs: Tax Entity Status And Decentralized Autonomous Organizations, Samuel D. Brunson
Georgia Law Review
Since the formation of the first decentralized autonomous organization in 2016, their use has exploded. Thousands of DAOs now try to take advantage of smart contracts to solve a problem that plagues business entities: the gulf between ownership and management. Armed with smart contracts and requiring token-holders to vote on any change in strategy, DAOs dispense with the management layer so necessary in traditional business entities.
DAOs owe their existence to technology. Without blockchain, without cryptocurrency, and without smart contracts, there would be no DAOs. But they owe their explosive to something much more unexpected: Treasury regulations.
In the wake …
Zooming In: Analyzing Annual Meeting Format Changes Amidst A Global Pandemic, Mark T. Wilhelm, Danielle Clifford
Zooming In: Analyzing Annual Meeting Format Changes Amidst A Global Pandemic, Mark T. Wilhelm, Danielle Clifford
Washington and Lee Law Review Online
Beginning in March of 2020, public companies in the United States were forced to take unprecedented measures to observe corporate formalities while following the government-mandated health and safety measures resulting from the COVID-19 pandemic. Those measures made in-person activities and meetings either incredibly challenging or, in certain jurisdictions, illegal. Because “proxy season,” the time when public companies typically hold their annual meetings of stockholders, followed shortly after the mass implementation of COVID-19 lockdowns and quarantines, public companies that had historically held these meetings in-person were left scrambling to find an alternative means to meet. Nearly overnight, the pandemic caused an …
Force Majeure & Covid-19: A Clause Changed?, Claudia Petcu
Force Majeure & Covid-19: A Clause Changed?, Claudia Petcu
DePaul Business & Commercial Law Journal
No abstract provided.
The Kinder, Gentler Irs? Where?, Harvey Gilmore
The Kinder, Gentler Irs? Where?, Harvey Gilmore
DePaul Business & Commercial Law Journal
No abstract provided.
Employee Of The Month: Exploring Whether An Employee's Act Of Fraud May Be Imputed To His Employer Under Agency Principles, Max Birmingham
Employee Of The Month: Exploring Whether An Employee's Act Of Fraud May Be Imputed To His Employer Under Agency Principles, Max Birmingham
DePaul Business & Commercial Law Journal
No abstract provided.
The Evolution Of Chapter 11: How Corporate Restructuring Has Evolved And Its Important Role In The Recovery Of A Struggling Economy, Eduardo Cervantes
The Evolution Of Chapter 11: How Corporate Restructuring Has Evolved And Its Important Role In The Recovery Of A Struggling Economy, Eduardo Cervantes
DePaul Business & Commercial Law Journal
No abstract provided.
Covid-19 Vs. Constitution; Limited Government's Unlimited Response, John A. Losurdo
Covid-19 Vs. Constitution; Limited Government's Unlimited Response, John A. Losurdo
DePaul Business & Commercial Law Journal
No abstract provided.
The "No License, No Chips" Policy: When A Refusal To Deal Becomes Reasonable, Sheng Tong
The "No License, No Chips" Policy: When A Refusal To Deal Becomes Reasonable, Sheng Tong
DePaul Business & Commercial Law Journal
No abstract provided.
The Dark Triad: Private Benefits Of Control, Voting Caps And The Mandatory Takeover Rule, Jorge Brito Pereira
The Dark Triad: Private Benefits Of Control, Voting Caps And The Mandatory Takeover Rule, Jorge Brito Pereira
DePaul Business & Commercial Law Journal
No abstract provided.