Law Commons^™

Shareholder Exit Signs On Us And Eu Highways, Raluca Papadima

Raluca Papadima

The Doctrine Of Frustration In The Law Of Sales, John D. Mccamus

John D. McCamus

No abstract provided.

Shareholder Wealth Maximization As Means To An End, Robert P. Bartlett, Iii

Robert Bartlett

In several recent cases, the Delaware Chancery Court has emphasized that where a conflict of interest exists between holders of a company’s common stock and holders of its preferred stock, the standard of conduct for directors requires that they strive to maximize the value of the corporation for the benefit of its common stockholders rather than for its preferred stockholders. This article interrogates this view of directors’ fiduciary duties from the perspective of incomplete contracting theory. Building on the seminal work of Sanford Grossman and Oliver Hart, incomplete contracting theory examines the critical role of corporate control rights for addressing …

Apple Pay, Bitcoin, And Consumers: The Abcs Of Future Public Payments Law, Mark Edwin Burge

Mark Edwin Burge

Legal Origins, Investor Protection, And Canada, Poonam Puri

Poonam Puri

No abstract provided.

Payment Law: Legislative Competence In Canada, Benjamin Geva

Benjamin Geva

This article addresses the legislative competence in Canada in relation to regulatory and transactional aspects of payment of law. Setting out the parameters of "payment law", the article examines the federal legislative powers in relation to bills and notes as well as baking, in broader constitutional and historical context, and argues for federal jurisdiction. A possible legislative role for the provinces is also discussed.

The Financing Assignee And The Contract For Sale In The United States And Canada, Benjamin Geva

Benjamin Geva

No abstract provided.

Treating The New European Disease Of Consumer Debt In A Post-Communist State: The Groundbreaking New Russian Personal Insolvency Law, Jason J. Kilborn

Jason Kilborn

This article examines the tumultuous transition from restrictive Communism to the debt-fueled consumer economy of modern Russia. In particular, it surveys Russia’s legal response to severe debt distress, situating it in the context of nearly one thousand years of historical development. Effective 1 October 2015, Russia finally joined most of its European neighbors in adopting a personal bankruptcy law, with characteristics that reflect both evolving international best practices and a series of lessons not learned. This article offers the first detailed exposition in English of the two steps forward represented by this new law, as well as an evaluation of …

Sex, Videos, And Insurance: How Gawker Could Have Avoided Financial Responsibility For The $140 Million Hulk Hogan Sex Tape Verdict, Christopher French

Christopher C. French

The Insurability Of Claims For Restitution, Christopher French

Christopher C. French

The Insurability Of Claims For Restitution, Christopher French

Christopher C. French

The Hierarchy Of Priority, 9 J. Bus. Entrepreneurship & L. 153 (2016), Paul T. Wangerin

Paul Wangerin

Because “priorities” are such an important and difficult issue in Article 9 of the Uniform Commercial Code (“UCC”), most commentators use what might be called an individualized or seriatim approach to priorities. For example, most commentators start by describing the rules of priorities for individual kinds of properties or for individual kinds of transactions. Then the commentators move on to second kinds of properties or transactions and describe the priorities for them, and then to a third, etc. However, because the priority rules are so difficult, the individualized or seriatim approach to discussions of priorities often generates confusion or a …

The Hierarchy Of Priority, Paul Wangerin

Paul Wangerin

The analysis in this article suggests that there is a hierarchy of priorities in Article 9 of the UCC and that this hierarchy is relatively simple to describe. The analysis here describes this hierarchy by engaging in a two-part analysis. Part I suggests that the rules for priorities in Article 9 come out of the interaction of a number of variables, variables that are well-known to everybody who is familiar with Article 9. Part II suggests that the variables described in Part I allow us to put all of the important rules about priorities into a simple chart that shows …

"Deemed" Security Interests In Ucc Article 9: Avoiding Traps For The Unwary, 14 Depaul Bus. & Com. L.J. 79 (2015), Paul T. Wangerin

Paul Wangerin

Uniform Commercial Code (“UCC”) Section 1-201(35) provides in its detailed definition of security interests that “security interest” means “an interest in personal property or fixtures which secures payment or performance of an obligation.” Other parts of the UCC demonstrate that two relatively distinct kinds of security interests exist. First, the UCC notes that parties to transactions can create security interests by executing “security agreements.” For convenience sake, the security interests created by security agreements can be called “conventional” or “agreed upon” security interests. Second, various sections of the UCC describe security interests that come into existence by operation of law …

Degrees Of Intermediation, Patricia A. Mccoy

Patricia A. McCoy

No abstract provided.

Gaining Assurances, Julia Y. Lee

Julia Lee

This Article explores alternative legal mechanisms for solving a type of coordination problem known as the Assurance Game. The traditional approach has been to focus on changing the expectations of the parties. This Article focuses on altering the underlying payoff structure — not through sanctions, but through risk-reducing mechanisms such as guarantees. One type of risk-reducing mechanism is the conditional money-back guarantee. Conditional money-back guarantees operate in settings ranging from federal deposit insurance to daily deal websites such as Groupon and LivingSocial. In each of these, a promise is made to return an individual’s monetary contribution if an event or …

Trust And Social Commerce, Julia Y. Lee

Julia Lee

Internet commerce has transformed the marketing of goods and services. The separation between point of sale and seller, and the presence of geographically dispersed sellers who do not engage in repeated transactions with the same customers challenge traditional mechanisms for building the trust required for commercial exchanges. In this changing environment, legal rules and institutions play a diminished role in building trust. Instead, new systems and methods are emerging to foster trust in one-shot commercial transactions in cyberspace. The Article focuses on the rise of “social commerce,” a socio-economic phenomenon centered on the use of social media and other modes …

Emerging Payment Systems And The Primacy Of Private Law, Mark Edwin Burge

Mark Edwin Burge

No abstract provided.

Latin American Legal History: Some Essential Spanish Terms, M C. Mirow

M. C. Mirow

Terms related to Latin American legal history translated into English.

Vacatur Of Awards Under The Tennessee Uniform Arbitration Act: Substance, Procedure, And Strategies For Practitioners, Steven Feldman

Steven Feldman

Currently, a lively debate exists in the academic community about the fairness of contractual arbitration clauses. The commentators, however, rarely explore the doctrinal aspects of arbitration as found in the Uniform Arbitration Act, the Revised Uniform Arbitration Act, and the Federal Arbitration Act.

This oversight is regrettable because standard form arbitration clauses are a fixture on the current legal landscape and the odds are high that arbitration in its current form will continue for many years to come.

This article analyzes the Tennessee Uniform Arbitration Act (TUAA). One of the most challenging TUAA topics is the action for vacatur (annulment) …

New Kids On The Blockchain: How Bitcoin's Technology Could Reinvent The Stock Market, Larissa Lee

Larissa Lee

Bitcoin is the first and most successful digital currency in the world. It is polarized in the news almost daily, with either glowing reviews of the many benefits of an alternative and international currency, or doomsday predictions of anarchy, deflation, and another tulip bubble.This Article focuses on the truly innovative aspect of Bitcoin—and that which has gone mostly unnoticed since its inception—the technological platform used to transfer Bitcoin from one party to another. This technology is called the Blockchain. The Blockchain eschews a bank or other middleman and allows parties to transfer funds directly to one another, using a peer-to-peer …

Officer Accountability, Megan Wischmeier Shaner

Megan Wischmeier Shaner

El Nuevo Pacto Protestante: La Influencia De La Teología Protestante En El Derecho De Bienes Y Contratos, Brian M. Mccall

Brian M McCall

Legal Transplantation Or Legal Innovation? Equity-Crowdfunding Regulation In Taiwan After Title Iii Of The U.S. Jobs Act, Chang-Hsien Tsai

Chang-hsien (Robert) TSAI

Should Companies Always Fess Up To Corruption? Why It Can Be Strategically Wise Not To Self-Report Violations Of Anti-Corruption Laws, Peter R. Reilly

Peter R. Reilly

No abstract provided.