Law Commons^™

Blunting The “Tools At Hand”: Recent Developments In Delaware Books-And-Records Demand Law, Daniel Meyer

University of Miami Business Law Review

In recent years, and despite their heeding the guidance of Delaware courts, stockholders’ use of the statutory books-and-records investigation mechanism under Delaware Code Title 8, Section 220 (“Section 220”) has been much maligned, with commentators blaming Section 220 actions for straining judicial resources and causing companies unnecessary costs and burdens. Moreover, Delaware’s legislature and courts have taken steps to curb stockholders’ inspection rights, blunting a crucial tool needed to develop allegations in meritorious cases so that stockholders can bring cases that survive motions to dismiss and continue into plenary discovery.

Instead of blindly accepting a narrative regarding a Section 220 …

From Doing Business To B-Ready: World Bank’S New Rankings Represent A Rebrand, Not A Revamp, Fernanda G. Nicola, Dhaisy Paredes Guzman

Popular Media

In 2021, the World Bank shut down one of its flagship projects: the Doing Business index, a global ranking system that measured how easy it was to start and run a business in 190 countries. It followed an independent investigation that found World Bank officials had manipulated the rankings to favor powerful countries, including China and Saudi Arabia. The scandal raised serious concerns about the use of global benchmarks to shape development policy. Now, the Bank is trying again. In October 2024, it launched its newest flagship report, Business Ready. The 2025 spring meeting of the World Bank and its …

Harmonizing Esg: Standardizing Rating Agency Processes To Rectify The Esg Framework, Christina Philippides

Brooklyn Law Review

Greta Gerwig’s Barbie film did not merely revive a cultural icon. It highlighted the intersection of brand loyalty, consumer behavior, and corporate culture, which, in turn, revealed a broader trend in investment strategies. As consumers increasingly seek to make investments in companies that align with their values, investors are similarly drawn to firms with strong environmental, social, and governance (ESG) practices. Increasing investor focus on corporate practices has given rise to ESG investing, where investment decisions are influenced by a company’s commitment to sustainability and ethical governance. Despite ESG-driven investments directly correlating with boosts in corporate valuation and market performance, …

Between Attraction And Evasion: Legal Factors Shaping Fdi In Indonesia And Neighboring Countries, Richard C. Adam

Indonesia Law Review

This article examines the internal and external factors that influence foreign direct investment (FDI) in Indonesia, focusing specifically on the legal framework as a key determinant. Internal factors—also referred to as pull factors—include the quality of Indonesia’s Foreign Investment Law, legal certainty, bureaucratic efficiency, and the availability of fiscal and non-fiscal incentives. Meanwhile, push factors represent external elements, such as the attractiveness of neighboring countries’ investment laws, regional economic integration, and global investment trends that encourage capital relocation. Using a normative juridical approach and qualitative analysis of secondary data, this study compares Indonesia’s regulatory environment with that of several Southeast …

The Corporate Transparency Act Or An Expanded Customer Due Diligence Rule, Tyler Scattolini

Texas A&M Law Review

In 2021, Congress passed the Corporate Transparency Act (“CTA”) to combat money laundering, terrorist financing, and other illicit activities by requiring certain business entities to report personal information about the individuals who own or control the business and those who helped create or register the business. The reported information will be held in a federal database controlled by the U.S. Department of the Treasury’s Financial Crimes Enforcement Network and can be disclosed upon request by domestic and foreign governmental agencies and financial institutions.

While the motivation behind the CTA is warranted due to the recent uncovering of illegal shell companies …

The Encroachment Of Rule 10b-5 On State Corporation Law, Maine Law Review

Maine Law Review

In 1967, Santa Fe Industries undertook the acquisition of the Kirby Lumber Co. by the publication of a tender offer. By 1973, Santa Fe through its subsidiary, Santa Fe Natural Resources, had acquired ownership of 95% of Kirby's common stock. In 1974, Resources undertook the elimination of the remaining shareholders in Kirby by short form merger of Resources and Kirby. On July 11, Resources organized a shell corporation, Forest Products, Inc., under Delaware law and transferred to it its entire holdings in Kirby in return for all of Forest Products' stock. On July 30, the board of directors of Forest …

The Constitutionality Of The Maine Takeover Bid Disclosure Law, Maine Law Review

Maine Law Review

With the March 24, 1978 enactment of the Maine Takeover Bid Disclosure Law, more than two-thirds of the states purported to regulate the making of corporate tender offers. The Maine Act, which is by and large typical, requires that persons making tender offers (or takeover bids), by which the offeror attempts to control the target company through purchase of its shares, disclose certain specified information fully and accurately so as to guarantee adequate time for the dissemination and consideration of the disclosed information. During the 1960's, tender offers became a popular method of acquiring control of publicly traded corporations. Sound …

Melissa Benton, Et. Al, V. Lynn Linnane, Et. Al., Order On Pending Motions, Wesley B. Tailor

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.

Can Section 11 Be Saved?: "Tracing" A Path To Its Survival, John C. Coffee Jr., Joshua Mitts

Faculty Scholarship

Last term, a unanimous Supreme Court held in Slack Techs. v Pirani that purchasers of securities must “trace” their shares to the registration statement that contains the alleged misstatement or omission in order to be able to assert a claim under Section 11 of the Securities Act of 1933. Lawyers and law firms on both sides of the case agreed (with differing emotions) that the decision eclipsed Section 11, which had been the federal securities laws’ strongest litigation remedy for investors. We disagree with this conclusion that Section 11 is doomed, but we recognize the danger. Both in an amicus …

Sex & Startups, Jens Frankenreiter, Talia B. Gillis, Eric L. Talley

Faculty Scholarship

Private law offers a unique solution to the problem of long-term fiscal commitment. When Congress enacts a spending program that will take many years to reach fruition, there is a risk of a subsequent Congress or President cutting off funding in the interim. There is no escape from the problem within appropriations law itself. One solution, however, is to entrust private sector allies as vessels of long-term commitment. As a matter of political economy, that solution draws on policy-feedback theory. As a matter of law, the solution rests on a mechanism that Congress already uses but has not recognized its …

Envisioning A Duty Of Directors To Link Executive Compensation To Climate Change: Lessons From Europe, Alberto R. Salazar V.

William & Mary Environmental Law and Policy Review

The practice of tying executive compensation to climate change goals has gained some traction. However, designing a duty of directors to link executive pay to climate change objectives poses significant challenges. Some lessons can be drawn from countries attempting to establish such a duty. This Article examines Europe’s Corporate Sustainability Due Diligence Directive (CSDDD) and its negotiation process and draws insights for effectively crafting such a duty. The CSDDD, which entered into force on July 25, 2024, mandates large companies operating in Europe to conduct due diligence on human rights and environmental impacts with respect to their own operations and …

Capital Formation, The Sec, And Accredited Investors, Neal F. Newman, Lawrence J. Trautman, Brian Elzweig

Faculty Scholarship

Protecting the investing public, while simultaneously facilitating the efficient flow of capital needed by all new and growing businesses continues as a primary responsibility of the U.S. Securities and Exchange Commission (SEC). Enhancing the capital formation process is a necessary step in the creation of jobs and growth of any economy. Central to the SEC’s regulatory schematic is the proposition that some particularly sophisticated and wealthy investors require less protection than those with less knowledge, experience, and resources. During December 2023, for just the third time, the SEC staff issued a report examining the status of the natural person accredited …

For Patients’ Sake! Can We Get Some Clarity? Defending The Privilege And Confidentiality Of Patient Safety Work Product, Alyssa Boob

Dickinson Law Review (2017-Present)

In 2000, the Institute of Medicine published To Err is Human: Building a Safe Health System, a report revealing the shocking rate of medical errors plaguing the United States healthcare system. Faced with the horrifying consequences of these medical mishaps, Congress sprang into action. It enacted the Patient Safety and Quality Improvement Act of 2005 (PSQIA), which authorized the creation of Patient Safety Organizations (PSOs). Intended to increase transparency and communication amongst healthcare providers, PSOs collect provider medical error data—termed Patient Safety Work Product (PSWP)—and suggest areas of improvement.

The Act grants privilege and confidentiality protections to any information …

Big Business As Gun Control, David B. Kopel, George A. Mocsary, Bhav Ninder Singh

Dickinson Law Review (2017-Present)

Gun control increasingly bypasses direct legislative enactments by co-opting the commercial marketplace. Financial institutions and insurers often face regulatory pressures, frequently articulated through vague notions of “reputational risk,” to terminate or restrict services for lawful firearms businesses and advocacy groups. The debanking tactic, seen in initiatives such as Operation Choke Point, can deny essential financial products to firearm owners, merchants, and organizations, curtailing the practical exercise of constitutionally protected rights. Simultaneously, government agencies sometimes pursue warrantless data collection from bank records and merchant category codes, building profiles of lawful purchasers and eroding privacy and due-process norms.

Social media platforms compound …

Ghosting The Crowd, Andrew A. Schwartz

Washington and Lee Law Review

Crowdfunded companies are legally bound to provide investors with an annual report—but most don’t. This “ghosting of the crowd” violates federal securities laws and raises the risk of opportunism by entrepreneurs, who are more prone to misbehave if no one is watching. Most ominously, it threatens the very viability of the investment crowdfunding market, as investors who are ghosted by one company are less likely to invest in another.

This Article reports on the embarrassing record of noncompliance with the annual report rule imposed by the Jumpstart Our Business Startups (“JOBS”) Act of 2012 and Regulation Crowdfunding, and proposes a …

Transitioning To Regenerative Agriculture: One "Net-Zero" Pledge At A Time, Alexia Brunet Marks

William & Mary Environmental Law and Policy Review

As climate change intensifies, food sector multinational companies (MNCs), like Nestlé; Mars, Inc.; Unilever; PepsiCo; and Danone, face increasing pressure to reach net-zero by 2050, whereby they would reduce and ultimately eliminate carbon dioxide emissions from their supply chains by 2050. Carbon dioxide emissions are a major business liability, decreasing a firm’s value an average of $212,000 for every one thousand metric tons produced. As companies seek to align their pledges with regional, national, and subnational climate goals, they are legally required to comply with a growing number of disclosure rules for foods entering the United States and the European …

How Justice Holmes Turned Conspirators Into Partners, Daniel Harris

William & Mary Business Law Review

A fundamental precept of the law of conspiracy is that all members of a conspiracy are partners in crime. This precept is the rationale for many doctrines of conspiracy law, including the controversial judge-made rule that all members of a conspiracy are vicariously guilty of substantive crimes foreseeably committed by one member of the conspiracy even if the other members did not commit the substantive offense, intend the offense, or aid or abet its commission. Why does the law impose partnership status and vicarious guilt on lower-level members of a conspiracy who have no ownership stake in the business and …

How A Central Bank Digital Currency Could Help Curb Tax Evasion And Other Financial Crimes, Morenike Saula

UC Law Business Journal

Central Bank Digital Currencies are digital currencies issued by the central bank government of a sovereign nation. It is a unique form of payment currently used by just a few countries that has the potential of transforming the US’s current financial landscape. According to the International Monetary Fund, more than 100 countries are currently developing their own central bank digital currencies. The U.S. Federal Reserve solicited comments for what a U.S. CBDC should have. The Biden Administration demonstrated executive support for creating a U.S. CBDC. Several scholars have also recommended design features of a CBDC. This article seeks to examine …

Masthead

UC Law Business Journal

No abstract provided.

Big Roadblock, Meet Big Data: Overcoming The Business Judgment Rule Using Directors’ Online Data, Cecilia Brisuda

UC Law Business Journal

No abstract provided.

Algorithmic Bias: Ai And The Challenge Of Modern Employment Practices, Jordan Dailey

UC Law Business Journal

No abstract provided.

From Peeping Toms To Pixel Tracking: Privacy In The Digital Age, Francesca Faugno

UC Law Business Journal

No abstract provided.

In Re Corpay, Inc. Shareholder Derivative Litigation, Order On Motions To Dismiss, John J. Goger

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.

Orientasi Rigid Dan Moderat Dalam Penafsiran Original Intent Dan Praktiknya Di Indonesia, Muhammad Alwi Khoiri Ramdani, Susi Dwi Harijanto, Lailani Sungkar

Jurnal Hukum & Pembangunan

Metode original intent lazimnya menghasilkan penafsiran yang bersifat rigid sesuai niat perumusnya. Selama konstitusi tidak diubah, maka tafsiran original intent pun tidak berubah. Namun penggunaan metode penafsiran original intent di Indonesia dapat menghasilkan pemaknaan yang berbeda/berubah meskipun ketentuan konstitusi dan perumusnya tidak berganti. Hal ini terjadi karena terdapat perkembangan pemikiran dalam penerapan metode penafsiran original intent. Penelitian ini membahas mengenai perkembangan pemikiran tersebut dan menganalisa pola penerapan metode original intent dalam penafsiran konstitusi yang dilakukan oleh Mahkamah Konstitusi di Indonesia. Ini merupakan penelitian doktriner dengan pendekatan konsep dan kasus. Hasil penelitian menunjukkan bahwa terdapat perkembangan pemikiran dalam penerapan metode penafsiran …

Quo Vadis Hak Atas Kesehatan Reproduksi: Analisis Rekonstruksi Pengaturan Aborsi Di Indonesia (Perbandingan Hukum Indonesia Dengan Perancis), Dian Kencana Putri, Erna Dyah Kusumawati

Jurnal Hukum & Pembangunan

Pembatasan akses aborsi di Indonesia menyebabkan banyak perempuan dengan kehamilan tidak diinginkan terpaksa berhadapan dengan hukum. Pembatasan aborsi yang mengakibatkan kriminalisasi ini dapat menyebabkan dilema moral bagi banyak perempuan yang mengalami kehamilan tidak diinginkan. Padahal aborsi berpotensi terjadi pada setiap perempuan berusia produktif di Indonesia. Aborsi di Indonesia merupakan tindakan ilegal dan aborsi hanya dapat dilakukan dalam dua kondisi saja, yakni kedaruratan medis dan kehamilan yang disebabkan perkosaan. Artikel ini menganalisa bagaimana sebenarnya substansi aborsi dapat dimasukkan pada kategori hak kesehatan reproduksi perempuan dan mengapa negara Indonesia perlu mengubah kebijakan dan hukum mengenai aborsi. Untuk melihat seberapa pentingnya negara harus …

Konstitusionalitas Model Putusan Bawaslu Dalam Penyelesaian Pelanggaran Administratif Pemilu, Muhammad Rifai Yusuf, Syarif Hidayat

Jurnal Hukum & Pembangunan

As one of the institutions that carries out quasi-judicial functions in the field of general elections, Bawaslu could issue a decision through an adjudication process. In 2017, Bawaslu was criticized for its several decisions in the Sipol case held by the KPU for the registration of participants in the 2019 general elections, mainly because it was considered that Bawaslu equated its position with the Supreme Court by assessing that Sipol in the KPU Regulation was not in line with the Election Law. In 2024, decisions on election administrative violations appear to be softer or seem to avoid the same potential …

Peran Sharia Venture Capital Corporation Dan Venture Debt Corporation Terhadap Usaha Mikro, Kecil, Dan Menengah Di Indonesia, Khotibul Umam, Berlian Widya Tama

Jurnal Hukum & Pembangunan

The limited number of Sharia-compliant venture capital companies results in restricted access for Micro, Small, and Medium Enterprises (Usaha Mikro, Keci, dan Menengahl/UMKM) to alternative funding sources. This limitation may also stem from a lack of literacy regarding Islamic economics and finance among venture capital business players and the broader business community. Therefore, it is necessary to examine the implementation of Sharia Principles within the framework of Venture Capital Corporations (VCC) and Venture Debt Corporations (VDC), as well as the expected role of VCC and VDC in the development of UMK in Indonesia. The findings indicate that both VCC and …

The “Marketplace” Myth: Addressing Amazon’S Defense To Product Liability Claims, Andrew Ackley

Seattle University Law Review Online

Many courts continue to analyze law as if we have not evolved from the early days of the internet, when Facebook was a “social networking” site, AOL made messages “instant,” and eBay let everyone auction random items. The internet connected people. Because it did not touch them, it could not harm them. However, with storefronts closing, brick-and-mortar retail chains declaring bankruptcy, and “Uber lots” popping up at airports, the internet “cloud” has touched down all over the country, and online businesses are now harming people just as human actors and brickand-mortar stores always have.

While generating thousands of new ride …

Litigating Vertical Mergers: Innovation Dynamics From Illumina-Grail, Aurelien Portuese

Washington and Lee Law Review Online

Illumina-Grail represents an important moment in antitrust litigation, reshaping the legal landscape for vertical mergers in innovation-driven markets. This Article analyzes the Federal Trade Commission’s uncommon achievement in blocking the Illumina-Grail merger—a ruling sustained by the Fifth Circuit Court of Appeals—emphasizing its significant ramifications for antitrust legislation. The case examines the complex dynamics of innovation competition and emerging market definition, challenging established doctrines regarding the inherently procompetitive nature of vertical mergers. This Article examines the changing criteria for defining relevant markets and evaluating competitive harm in research and development-oriented industries. It also discusses the Fifth Circuit’s support of the FTC’s …

Get Your Act Together: The Alternative Fines Act In Federal Prosecutions Of Corporate Environmental Crimes, Josiah B. Harmar

Villanova Environmental Law Journal (1991 - )

No abstract provided.