Law Commons^™

Arbitration And Antitrust: Navigating The Contours Of Mandatory Law, Charles H. Brower Ii

Law Faculty Research Publications

No abstract provided.

The "Party Scope" Of Exclusive Jurisdiction Clauses: Global Partners Fund Ltd V Babcock & Brown Ltd, Adeline Chong

Research Collection Yong Pung How School Of Law

Coherency in international litigation and upholding exclusive jurisdiction clauses, for the most part, work hand in hand. Courts generally take jurisdiction on very wide and exorbitant grounds. There is therefore the ever-present risk of irreconcilable judgments stemming from multiple courts hearing disputes arising from the same transaction or state of affairs. One way in which such a risk is averted is by giving effect to exclusive jurisdiction clauses where parties have included such clauses into their contracts. Thus, when faced with an action brought in breach of an exclusive jurisdiction clause in favour of another forum, the starting position is …

Share Transfer Restrictions In Close Corporations As Mechanisms For Intelligible Corporate Outcomes, Stephen J. Leacock

Faculty Scholarship

No abstract provided.

Stolen Art, Looted Antiquities, And The Insurable Interest Requirement, Robert L. Tucker

Akron Law Faculty Publications

Trafficking in stolen art and looted antiquities is a multi-billion dollar enterprise. Stolen art and looted antiquities are ultimately sold to museums or private collectors. Sometimes the purchasers acquire them in good faith. But other times, the purchasers know, suspect, or willfully blind themselves to the possibility that the piece was stolen or illegally excavated and exported up the chain of title.

This problem is compounded by customs and course of dealing in the art and antiquities trade. Dealers generally decline to provide meaningful information to prospective purchasers about the provenance of a piece, and sophisticated purchasers customarily acquiesce in …

Explaining Contractual Remoteness In Singapore, Yihan Goh

Research Collection Yong Pung How School Of Law

The Singapore Court of Appeal (the Court of Appeal) has in MFM Restaurants Pte Ltd v Fish & Co Restaurants Pte Ltd rejected Lord Hoffinann's assumption of responsibility test (articulated in The Achilleas) to determine whether damages are too remote in a contractual claim. The Court of Appeal, however, retained assumption of responsibility as a concept to explain the orthodox test for remoteness as embodied in Hadley v Baxendale. To that extent, it expressly accepted Lord Hoffmann's approach in The Achilleas in so far as the concept of assumption of responsibility is already incorporated or embodied in both limbs of …

Criminal And Civil Law In The Torah: The Mosaic Law In Christian Perspective, David A. Skeel Jr., Tremper Longman

All Faculty Scholarship

When Jesus spoke of fulfilling the law and the prophets, he was referring to the Mosaic law, nearly all of which is in the four books we consider in this Article: Exodus, Leviticus, Numbers and Deuteronomy. In an effort to discern the Mosaic law’s guidance for contemporary secular law, we first place it in covenantal perspective and identify three of its key concerns: God’s nature, as revealed in Scripture; the nature of Israel; and the role of the land. After summarizing the regulation in the four books under consideration and noting a few of its characteristics, we conclude by discussing …

Guest Blogger, Anne M. Tucker

Faculty Publications By Year

No abstract provided.

A Critical Look At The Anti-Counterfeiting Trade Agreement, David M. Quinn

Law Student Publications

This Article examines two of the more credible criticisms leveled against the ACTA and evaluates the credibility of each. First, some allege that the agreement is a treaty masquerading as an executive agreement. The distinction is significant because treaties may modify U.S. law and require congressional approval, while executive agreements must accord with existing law and require only presidential approval. The second criticism is the systemic lack of transparency throughout the negotiation process. Though these are not the only criticisms – far from it – they are the two most significant and stand on the most solid ground.

Mississippi Farmers Markets: A Legal And Business Guide, Emily Broad, Libby Benton, Myra Blake, Alonzo Emery, Jessica Fitts, Matthew Greenfield

Delta Directions: Publications

This policy paper addresses state and federal laws affecting farmers markets in Mississippi, focusing on particularly confusing or burdensome areas of the law. Each section reviews Mississippi law and compares it to other states, then recommends alternatives.

My Brother's Keeper: An Empirical Study Of Attorney Facilitation Of Money-Laundering Through Commercial Transactions, Lawton P. Cummings, Paul T. Stepnowsky

Faculty Scholarship

In recent years, various “gatekeeping initiatives” have been introduced through inter-governmental standard-setting organizations, such as the Financial Action Task Force, as well as through federal legislation in the United States, which seek to apply the mandatory customer due diligence, record keeping, and suspicious activity reporting obligations contained in the existing anti-money laundering regime to lawyers when they conduct certain commercial transactions on behalf of their clients. The organized bar has argued against such attempts to regulate it, in part, due to the lack of empirical data showing that, as a threshold matter, lawyers unwittingly aid money laundering in a significant …

Freedom Of Contract Vs. Free Alienability: An Old Struggle Emerges In A New Context, Neil B. Cohen, William Henning

Faculty Scholarship

No abstract provided.

Mortgage Foreclosures, Mortgage Morality, And Main Street: What’S Really Happening?, Jennifer M. Smith

Journal Publications

The American economy is in the tank. Millions of citizens are without jobs, overwhelmed with credit card debt, and losing their homes. The brighter side is that as a result, America has finally embraced financial reform, and the unstable economy is stabilizing marriages. Nevertheless, the United States remains in the midst of a housing crisis, and the ending remains uncertain.

There has been a media blitz about the housing crisis and Wall Street - corporate interests, but much less about the actual impact of the housing crisis on Main Street - America's working class people and small business owners. This …

Commercial Or Advertising Purpose Under Florida Statutes Section 540.08 Demystified, Michael L. Richmond

Faculty Scholarship

No abstract provided.

Known And Unknown, Property And Contract: Comments On Hoofnagle And Moringiello, James Grimmelmann

Faculty Scholarship

No abstract provided.

Letter Of Credit Litigation Under Ucc Article 5: A Case Of Statutory Preemption, John F. Dolan

Law Faculty Research Publications

In this article, Professor Dolan maintains that UCC Article 5 fashions a comprehensive remedy scheme for recurring damages claims in letter of credit litigation. That scheme, he contends, is upset by the introduction of most common law causes of action in Article 5 litigation. He concludes, therefore, that courts should not entertain those common law claims, which he sees as destructive of letter of credit law and of the unique commercial nature of letters of credit. Using the economic loss doctrine and similar theories, he urges courts to dismiss actions brought in addition to or in lieu of the remedies …

Construction Defects: Are They “Occurrences”?, Chris French

Journal Articles

An issue in the area of insurance law that has been litigated frequently in recent years is whether construction defects are “occurrences” under Commercial General Liability (“CGL”) insurance policies. The courts have been divided in deciding the issue and in their approaches to analyzing the issue. This article addresses how the issue should be analyzed and concludes that construction defects are “occurrences”. The relevant rules of insurance policy interpretation dictate that construction defects are “occurrences”. Policy language should be interpreted in such a way as to fulfill the reasonable expectations of the policyholder when the policy is construed as a …

Commercial Law's Complexity, David Frisch

Law Faculty Publications

This Article proceeds as follows. Part I briefly surveys prevailing ideas about the social costs of complexity and identifies additional costs that have escaped the attention of earlier commentators. The aim is to demonstrate why reducing the complexity of the commercial law system matters. Part II describes three legislative responses-two already enacted ·and one proposed- representing efforts to mediate the tension between the need for precise regulation and the generation of overly complex rules that often results. Part III provides a closer examination of these legislative responses and demonstrates that, taken together, they create an opportunity for the implementation of …

The Recent Amendments To Ucc Article 9: Problems And Solutions, David Frisch

Law Faculty Publications

This article examines three of the forthcoming amendments to Article 9 in some detail: (1) the required name of an individual on a financing statement; (2) the perfection of collateral following the debtor's relocation to a new jurisdiction; and (3) collateral acquired by a new debtor. In the interest of brevity, the discussion of other, less noteworthy, amendments of the statutory text and Official Comments is not as complete. The primary purpose of this article is to off er guidance to legal professionals confronting particular issues under current and future Article 9.

Good Faith In Revlon-Land, Christopher M. Bruner

Scholarly Articles

The Delaware Supreme Court has set a very high hurdle for plaintiffs challenging directors' good faith in the sale of a company. In Lyondell Chemical Company v. Ryan, the court held that unconflicted directors could be found to have breached the good faith component of their duty of loyalty in the transactional context only if they "knowingly and completely failed to undertake," and "utterly failed to attempt" to discharge their duties.

In this essay I argue that the Lyondell standard effectively imports into the transactional context the exacting standard previously applied in the oversight context — a move clearly aimed …

The Dodd- Frank Wall Street Reform And Consumer Protection Act: What Caused The Financial Crisis And Will Dodd-Frank Succeed In Preventing Future Crises?, Charles W. Murdock

Faculty Publications & Other Works

No abstract provided.

The Shareholder’S Personal Claim: Allowing Recovery For Reflective Loss, Pearlie Koh

Research Collection Yong Pung How School Of Law

An absolute application of the no reflective loss principle can result in unfairness. As such, retaining judicial discretion in the area will do much to ensure that genuine causes are not denied remedy. However, even as our courts appear prepared to allow a shareholder to recover for reflective loss, it is important that corporate autonomy is accorded due respect, and not be obscured by an overconsideration of policy concerns. To ensure this, the courts should allow recovery only if the right asserted by the shareholder is one that is separate and independent of the company’s right.

Flawed Assumptions: A Corporate Law Analysis Of Free Speech And Corporate Personhood In Citizens United, Anne M. Tucker

Faculty Publications By Year

In the wake of the January, 2010 Supreme Court decision in Citizens United, special interest groups, citizens, and politicians alike have engaged in a rigorous debate about the role of corporate speech within our democratic process. The First Amendment issues raised in Citizens United - to that extent do corporations have a constitutionally protected right to participate in and influence our elections through expenditures - evoke larger questions about the roles, rights, and responsibilities of corporations within our society. This article concludes that the Supreme Court did not reference corporate law principles when analyzing the fundamental First Amendment debate in …

Agency And Partnership Law [2010], Pearlie Koh, Stephen Bull

Research Collection Yong Pung How School Of Law

No abstract provided.

Advertising Law And Regulation By Giles Crown, Oliver Bray And Rupert Earle [Book Review], Christopher Chao-Hung Chen

Research Collection Yong Pung How School Of Law

No abstract provided.

Somebody's Watching Me: Fcpa Monitorships And How They Can Work Better, F. Joseph Warin, Michael S. Diamant, Veronica S. Root

Faculty Scholarship

This article explores the rise of the corporate compliance monitor as a condition for settling violations of the U.S. Foreign Corrupt Practices Act (“FCPA”) — a setting in which federal prosecutors routinely impose monitors. If U.S. enforcement authorities maintain their current approach, the reality is that companies facing liability for violating the FCPA are likely to have a monitor imposed on them as part of a settlement agreement. From the U.S. government’s perspective, monitorships make sense for companies that violate anti-bribery laws, making it important for offending corporations to learn how to deal with monitors. Pulling from the authors’ extensive …

Defining Civil Disputes: Lessons From Two Jurisdictions, Elizabeth Thornburg, Camille Cameron

Articles, Book Chapters, & Popular Press

Court systems have adopted a variety of mechanisms to narrow the issues in dispute and expedite litigation. This article analyses the largely unsuccessful attempts in two jurisdictions - the United States and Australia - to achieve early and efficient issue identification in civil disputes. Procedures that rely on pleadings to provide focus have failed for centuries, from the common (English) origins of these two systems to their divergent modern paths. Case management practices that are developing in the United States and Australia offer greater promise in the continuing quest for early, efficient dispute definition. Based on a historical and contemporary …

Electronic Chattel Paper: Invitation Accepted, Jane K. Winn

Articles

In 1999, Revised U.C.C. Article 9 governing secured lending was updated to permit the creation of "electronic chattel paper" ("ECP"). Traditional chattel paper is used widely in some sectors of the US economy to finance equipment purchases in part because a chattel paper financers who perfects by taking possession can achieve priority over a pre-existing secured lender who perfected by filing. Revised U.C.C. § 9-105 defined a new form of "control" over ECP that would be treated as equivalent to possession of traditional chattel paper, permitting chattel paper financers to retain their superpriority status with electronic documents.

Because chattel paper …

Developments In The Laws Governing Electronic Payments, Sarah Jane Hughes

Articles by Maurer Faculty

No abstract provided.

"Competence-Competence And Separability-American Style", Published As Chapter 8 In International Arbitration And International Commercial Law: Synergy, Convergence And Evolution, Jack M. Graves, Yelena Davydan

Scholarly Works

No abstract provided.

Late Delivery--Measure Of Damages, Sidney Kwestel

Scholarly Works

No abstract provided.