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Commercial Law

2022

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Full-Text Articles in Law

Liability Rule Practices Amidst The Property Rule Of Indonesian Capital Market, Adiwarman Adiwarman Dec 2022

Liability Rule Practices Amidst The Property Rule Of Indonesian Capital Market, Adiwarman Adiwarman

Indonesia Law Review

Shareholder protection is the most important legal issue in capital market law. Conflict of interest is one of the corporate actions in the capital market. The property rule requires independent shareholders’ approval for conflicts of interest transactions. The property rule paradigm empowers independent shareholders in the company’s decision-making process. In practice, listed companies violate the property rule and are subject to sanctions, but the rights of shareholders will be reduced due to fines imposed by the capital market authorities. A normative method is used to answer the problem of how does Indonesia enforce the conflict of interest rule in order …


Analysis Of Discriminatory Measures From European Union Renewable Energy Directive Ii To Indonesia As A Palm Oil Producer Country, Enrico Denis Sihotang Dec 2022

Analysis Of Discriminatory Measures From European Union Renewable Energy Directive Ii To Indonesia As A Palm Oil Producer Country, Enrico Denis Sihotang

Indonesia Law Review

On 21 December 2018, the European Union (EU) issued a regulation titled Renewable Energy Directive II (RED II), where the RED II policy introduced the indirect land use change (ILUC) criteria for palm oil. RED II states that palm oil is classified as a commodity with a “ high ILUC risk” type, and as such, the EU will gradually reduce palm oil consumption and no longer use palm oil by 2030. Indonesia brought this issue to WTO in 2020. Indonesia, through its consultation, argued that the RED II is inconsistent with the few provisions of the General Agreement on Tariffs …


In Re Weinstein Company Holdings Llc: An Overly Systematic Approach To Executory Contracts Limits Much-Needed Flexibility, Thomas Hauk, Andrew Schwartz Dec 2022

In Re Weinstein Company Holdings Llc: An Overly Systematic Approach To Executory Contracts Limits Much-Needed Flexibility, Thomas Hauk, Andrew Schwartz

Villanova Law Review

No abstract provided.


From Patients To Patents: The Disappearing I Of Innovation, Maggi Robert Dec 2022

From Patients To Patents: The Disappearing I Of Innovation, Maggi Robert

St. Mary's Law Journal

The creation of the Mayo/Alice two-step test for patent eligible subject matter flipped the patent world upside down. Following its establishment, invalidation rates soared—particularly in the healthcare sector—impacting patients everywhere. The importance of patents in healthcare innovation and innovation generally has been emphasized as the consequences of this framework are realized.

The United States is no longer seen as a clear leader in innovation, and as a result, the economy is at risk. Start-ups and investors have turned to foreign nations where return on their investments in innovation are protected. This level of uncertainty regarding patents has never been seen …


Covid-19 And Cancelled 2020 College Football Games Contracts: Force Majeure?, Drew Thornley Dec 2022

Covid-19 And Cancelled 2020 College Football Games Contracts: Force Majeure?, Drew Thornley

St. Mary's Law Journal

After COVID-19, majeure clauses accounting for the possibility of a pandemic will become the norm in college football game contracts. Indeed, some contracts are already including pandemics in their lists of force majeure-triggering events. Such language has already been added to collegiate game contracts. For example, a contract signed in May 2020 for the 2025 football game between Wisconsin and Miami (Ohio) lists as force majeure-triggering events “regional or global epidemics, pandemics, quarantines, and other similar health threats (e.g.[,] coronavirus, influenza, etc.).” Scholars explain that “the onset of the novel coronavirus pandemic warranted immediate revisitation of college football contracts.”

However, …


Commercial Law Harmonization: The Past As Prologue—A “Festschrift” In Honor Of Neil B. Cohen, Edward J. Janger Dec 2022

Commercial Law Harmonization: The Past As Prologue—A “Festschrift” In Honor Of Neil B. Cohen, Edward J. Janger

Brooklyn Journal of Corporate, Financial & Commercial Law

No abstract provided.


The Internet Is For Porn…Or Is It? Fair Access To Financial Services And The Need For Onlyporn Legislation, Emily Pollak Dec 2022

The Internet Is For Porn…Or Is It? Fair Access To Financial Services And The Need For Onlyporn Legislation, Emily Pollak

Brooklyn Journal of Corporate, Financial & Commercial Law

Historically, the pornography industry has been the target of countless attempts to delegitimize sex work, but it still endures as a legal industry. Nevertheless, financial service providers such as banks and third-party payment processors have circumvented providing the industry fair access to their services, under vague pretexts such as reputational risk. While porn is not the only marginalized industry affected by unfair treatment from financial service providers, it is among the most targeted. This note gives context to this issue and provides that access to the global marketplace should not be limited by financial institutions functioning as de facto legislators, …


Formulating Lists Of Factors: Lessons From The Good, The Bad, And The U.C.C., Stephen L. Sepinuck Dec 2022

Formulating Lists Of Factors: Lessons From The Good, The Bad, And The U.C.C., Stephen L. Sepinuck

Brooklyn Journal of Corporate, Financial & Commercial Law

No abstract provided.


Reviving The Realist Restatements And The Common Law Codes: Neil Cohen And The Grand Style, Edward J. Janger Dec 2022

Reviving The Realist Restatements And The Common Law Codes: Neil Cohen And The Grand Style, Edward J. Janger

Brooklyn Journal of Corporate, Financial & Commercial Law

The “Second” Restatements and the Uniform Commercial Code have shaped the sensibility of lawyers and law students for the last half century. Both projects were anti-formal at their core, articulating pragmatic principles to guide judicial decision making without necessarily determining the outcome. Recent jurisprudence interpreting the Restatements, as well as efforts to update both sets of instruments, have taken a formalist turn. As examples, this essay will consider judicial interpretations of § 402A of the Restatement (Second) of Torts where internet platforms like Amazon are involved. Then it will consider the tortured and recently concluded experience in connection with the …


Failed Efforts At Harmonization Of Securities Regulation, Roberta S. Karmel Dec 2022

Failed Efforts At Harmonization Of Securities Regulation, Roberta S. Karmel

Brooklyn Journal of Corporate, Financial & Commercial Law

This Article is based on a speech made by Professor Karmel at the Brooklyn Journal of Corporate, Financial, & Commercial Law annual symposium in May 2022 titled “Commercial Law Harmonization: Past as Prologue,” analyzing the work done in the past half-century to balance commercial law. The symposium also celebrated the career of Neil B. Cohen of Brooklyn Law School for his teaching and participation in law reform efforts.


Achieving Law Reform Sometimes Requires A Strong Defense, William H. Henning Dec 2022

Achieving Law Reform Sometimes Requires A Strong Defense, William H. Henning

Brooklyn Journal of Corporate, Financial & Commercial Law

In 2019, a joint drafting committee authorized by the Uniform Law Commission and the American Law Institute began work on a sweeping set of amendments to the official text of the Uniform Commercial Code (UCC) that address issues arising from emerging technologies. The amendments were approved by the sponsoring organizations at their 2022 annual meetings, and efforts are already underway to gain uniform nationwide enactment by state legislatures. The most significant changes to the UCC consist of a new Article 12 dealing with digital assets and amendments to Article 9 that facilitate the leveraging of these assets. Also in 2019, …


Flow Of Commerce, Flow Of Traffic, Carl S. Bjerre Dec 2022

Flow Of Commerce, Flow Of Traffic, Carl S. Bjerre

Brooklyn Journal of Corporate, Financial & Commercial Law

No abstract provided.


The Development Of The American “Security Interest” And Its Effect On The International Harmonization Of Security Rights, Henry Gabriel Dec 2022

The Development Of The American “Security Interest” And Its Effect On The International Harmonization Of Security Rights, Henry Gabriel

Brooklyn Journal of Corporate, Financial & Commercial Law

No abstract provided.


The Uncitral Model Law And Secured Transactions Law Reform, Louise Gullifer Dec 2022

The Uncitral Model Law And Secured Transactions Law Reform, Louise Gullifer

Brooklyn Journal of Corporate, Financial & Commercial Law

No abstract provided.


Standing In The Ether: Constitutional Standing In Data Breach Cases After Mcmorris, Andrew Ridge Dec 2022

Standing In The Ether: Constitutional Standing In Data Breach Cases After Mcmorris, Andrew Ridge

Brooklyn Journal of Corporate, Financial & Commercial Law

For some time, circuit courts have been ostensibly divided over the power of plaintiffs to maintain claims for injuries sustained from data breaches based merely on an increased risk of injury. However, in McMorris v. Carlos Lopez & Assocs., LLC, 995 F.3d 295 (2d Cir. 2021), the Second Circuit denied the existence of the circuit split, instead contending that its three-factor balancing test for determining standing for risk of future injury in data breach cases could be reconciled with the positions of both clusters of circuits. The three factors are “(1) whether the plaintiffs’ data has been exposed as the …


The Dark Side Of E-Commerce: The Negative Effects Of E-Commerce On The Environment, Flora Ho Dec 2022

The Dark Side Of E-Commerce: The Negative Effects Of E-Commerce On The Environment, Flora Ho

Brooklyn Journal of Corporate, Financial & Commercial Law

E-commerce has many advantages for both consumers and sellers, but its process has taken a toll on the environment. In this Note, I discuss two integral aspects of the e-commerce process that contribute to climate change: (1) air pollution from delivery vehicles, and (2) the use of non-sustainable packaging. I will provide insight into the U.S. environmental laws currently in place that regulate greenhouse gas emissions and other contributors to climate change, such as the Clean Air Act and the Solid Waste Disposal Act, while highlighting how these laws are minimal at best. I argue that the U.S. government should …


Foreign Judgments And Foreign Arbitral Awards Enforceability As A Factor And A Guarantee For Foreign Investments: The Case Of Saudi Arabia, Mohammed Rashed Mohammed Arhama Alshamsi Dec 2022

Foreign Judgments And Foreign Arbitral Awards Enforceability As A Factor And A Guarantee For Foreign Investments: The Case Of Saudi Arabia, Mohammed Rashed Mohammed Arhama Alshamsi

Maurer Theses and Dissertations

Foreign investments are considered an efficient and effective instrument to diversify and strengthen the economy; foreign investors generally need guarantees before entering a new market. One of these guarantees is a stable, transparent, predictable legal and judicial system. Such a system must be open to foreign laws and judgments as well as foreign arbitral awards, and it must also be flexible to increase foreign investments. Saudi Arabia has tried since the 50s’ to be more attractive to foreign investors and investments by enacting legislation and creating a modern court system to diversify their economy. However, the discretion of Saudi judges …


Achieving Law Reform Sometimes Requires A Strong Defense, William H. Henning Dec 2022

Achieving Law Reform Sometimes Requires A Strong Defense, William H. Henning

Faculty Scholarship

In 2019, a joint drafting committee authorized by the Uniform Law Commission and the American Law Institute began work on a sweeping set of amendments to the official text of the Uniform Commercial Code (UCC) that address issues arising from emerging technologies. The amendments were approved by the sponsoring organizations at their 2022 annual meetings, and efforts are already underway to gain uniform nationwide enactment by state legislatures. The most significant changes to the UCC consist of a new Article 12 dealing with digital assets and amendments to Article 9 that facilitate the leveraging of these assets. Also in 2019, …


Commercial Cover-Up In Light Of The Provisions Of The Uae Law And The Judiciary, Suzan Ali Mahmoud Dr. Nov 2022

Commercial Cover-Up In Light Of The Provisions Of The Uae Law And The Judiciary, Suzan Ali Mahmoud Dr.

مجلة جامعة الإمارات للبحوث القانونية UAEU LAW JOURNAL

The subject of research is commercial cover-up, a phenomenon that has spread not only in the UAE but also in the Gulf societies as a whole.

The research presents this phenomenon in two ways: first, the reasons for its spread and secondly, the effects of commercial cover-up under the anti-trade cover-up law, which is the civil liability.

The researcher tries to clarify whether it is feasible to apply the anti-trade cover-up law No. 17 of 2004.

He concluded that the UAE judiciary is stable in this area and that it finds solutions to all the problems raised by the trade …


Legal Controls Of The Authority Of The Target Company's Board Of Directors In Responding To A Hostile Takeover: A Comparative Study Under Emirati And American Laws, Alaa Yakoob Yousif Dr. Nov 2022

Legal Controls Of The Authority Of The Target Company's Board Of Directors In Responding To A Hostile Takeover: A Comparative Study Under Emirati And American Laws, Alaa Yakoob Yousif Dr.

مجلة جامعة الإمارات للبحوث القانونية UAEU LAW JOURNAL

Takeover in general is achieved by acquiring an effective percentage of shares of company, ensuring control to the acquirer, if takeover does not receive the approval of the board of directors of the target company, it is described as a hostile takeover. The latter is not necessarily detrimental to the company's interest, as it can benefit the company by changing its strategy and replacing its management with another efficient and active one, resulting in the optimal exploitation of its resources. In other cases, it may be detrimental to the interests of the company, that the acquirer plans are not commensurate …


Elmore Entrepreneurship Law Clinic Connects To Iu Ventures, Strengthens Reach In Venture Capital, James Owsley Boyd Nov 2022

Elmore Entrepreneurship Law Clinic Connects To Iu Ventures, Strengthens Reach In Venture Capital, James Owsley Boyd

Keep Up With the Latest News from the Law School (blog)

The Indiana University Maurer School of Law’s Elmore Entrepreneurship Law Clinic has strengthened its connection with a university affiliate designed to help students, faculty, staff, and alumni advance startups and new companies.

Professor Mark E. Need, director of the Elmore Entrepreneurship Law Clinic, has been appointed a Venture Legal Analyst-in-Residence with IU Ventures. Through the Executive in Residence Program, which IU Ventures launched last year, experts in a variety of startup areas help accelerate the development of new ventures by sharing insights and real-world experience with the founders and leaders of companies in the IU Ventures portfolio. They …


Legal Protection Of Shareholders Of The Company Targeted By Friendly Takeover Bid: Analytical Study In Uae Law, Alaa Yakoob Yousif Dr. Nov 2022

Legal Protection Of Shareholders Of The Company Targeted By Friendly Takeover Bid: Analytical Study In Uae Law, Alaa Yakoob Yousif Dr.

مجلة جامعة الإمارات للبحوث القانونية UAEU LAW JOURNAL

Takeover is an important way of economic concentration. The bidder, with a large share holding of company's shares, is expanding his scope economically and geographically, which increases his competitiveness in the market. Takeover also enhances the competitiveness of the company targeted by it, and can improve its performance by leveraging the bidder economic capabilities. However, these advantages are offset by certain flaws, and do not compromise the risks that may be incurred by the shareholders of the company targeted by the takeover bids, as their agreement to sell their shares and thus enable the bidder to achieve his aim should …


Cases Of Lifting The Swiss Banking Secrecy In Financial Crimes, Marwa Youssef Elbesiky Dr. Nov 2022

Cases Of Lifting The Swiss Banking Secrecy In Financial Crimes, Marwa Youssef Elbesiky Dr.

مجلة جامعة الإمارات للبحوث القانونية UAEU LAW JOURNAL

Banking secrecy is the most important obstacle facing the disclosure of financial crimes especially corruption and tax crimes where criminals commit corruption, theft, embezzlement, and tax evasion crimes and deposit their assets in countries that have strong banking secrecy provisions such as Switzerland in order to hide their illegal assets. Recovering those assets from Swiss banks which have strong banking secrecy, an issue that demands further exploration, is something that this research intends to undertake.

In this regard, this paper will analyse the Federal Act No. 955 of 1997 on Combating Money Laundering and Terrorist Financing in the Financial Sector. …


Legal Protection For The Safety Of The Traveler In Commercial Space Flights: "A Study In Uae Law Comparing International Treaties And American Law, Alaa Yakoob Yousif Dr. Nov 2022

Legal Protection For The Safety Of The Traveler In Commercial Space Flights: "A Study In Uae Law Comparing International Treaties And American Law, Alaa Yakoob Yousif Dr.

مجلة جامعة الإمارات للبحوث القانونية UAEU LAW JOURNAL

Commercial Space flights are no longer a fantasy. They are a promising reality, as they can be a means of transportation that will shorten time in the foreseeable future. While in their early steps, those flights undoubtedly need legal rules that support their existence and ensure their continuity. One of the most important rules are those regulating the legal protection of space flight parties, service providers and flight participants. This research deals with those rules, examining the concepts and exploring the regulations that could achieve such protection in the context of international treaties and national laws. Since the Emirati legislator …


The Liability Of The Loss Of Goods In The Sale Contract Cif And Fob Under Kuwaiti And Uae Laws: A Comparative Study With The United Nations Convention On Contracts For The International Sale Of Goods, Dr. Ali Jassem Bouabbas Nov 2022

The Liability Of The Loss Of Goods In The Sale Contract Cif And Fob Under Kuwaiti And Uae Laws: A Comparative Study With The United Nations Convention On Contracts For The International Sale Of Goods, Dr. Ali Jassem Bouabbas

UAEU Law Journal

In this study, I deal with the commercial international sales contracts that have accelerated their pace in recent times, specifically the sale of CIF sale when selling, and selling of FOB in the matter of transferring the consequences of the loss of goods from the seller to the buyer, as these sales are considered the most famous at the present time, because of the advantages they contain for the seller and the buyer. The main aim of this research is to know the convergence and divergence between Kuwaiti law and Emirati law in the sale contract of CIF and FOB …


The Liability Of The Loss Of Goods In The Sale Contract Cif And Fob Under Kuwaiti And Uae Laws: A Comparative Study With The United Nations Convention On Contracts For The International Sale Of Goods, Dr. Ali Jassem Bouabbas Nov 2022

The Liability Of The Loss Of Goods In The Sale Contract Cif And Fob Under Kuwaiti And Uae Laws: A Comparative Study With The United Nations Convention On Contracts For The International Sale Of Goods, Dr. Ali Jassem Bouabbas

مجلة جامعة الإمارات للبحوث القانونية UAEU LAW JOURNAL

n this study, I deal with the commercial international sales contracts that have accelerated their pace in recent times, specifically the sale of CIF sale when selling, and selling of FOB in the matter of transferring the consequences of the loss of goods from the seller to the buyer, as these sales are considered the most famous at the present time, because of the advantages they contain for the seller and the buyer. The main aim of this research is to know the convergence and divergence between Kuwaiti law and Emirati law in the sale contract of CIF and FOB …


National Pork Is A Bibb Case, Not A Pike Case, Michael S. Knoll, Ruth Mason Nov 2022

National Pork Is A Bibb Case, Not A Pike Case, Michael S. Knoll, Ruth Mason

All Faculty Scholarship

In October 2022, the U.S. Supreme Court heard oral argument in National Pork Producers Council v. Ross, a Ninth Circuit case out of California, dismissing a challenge to Proposition 12, which, inter alia, bans the sale of wholesome pork (without regard to where it was produced) from the offspring of breeding sows confined in a manner California voters consider “cruel.” National Pork thus puts the Court in the position of choosing between the often-criticized undue-burden strand of the dormant Commerce Clause and California’s request that the Court approve its ban on out-of-state pork not because of the products’ qualities, but …


Against Secondary Meaning, Jeanne C. Fromer Nov 2022

Against Secondary Meaning, Jeanne C. Fromer

Notre Dame Law Review

Trademark law premises protection and scope of marks on secondary meaning, which is established when a mark develops sufficient association to consumers with a business as a source of goods or services in addition to the mark’s linguistic primary meaning. In recent years, scholars have proposed that secondary meaning plays an even more central role in trademark law than it already does. Yet enshrining secondary meaning in the law undermines the ultimate goals of trademark law: promoting fair competition and protecting consumers. The dangers of enshrining secondary meaning include the problematic doctrine that has built up to assess it or …


Regulating Global Stablecoins: A Model-Law Strategy, Steven L. Schwarcz Nov 2022

Regulating Global Stablecoins: A Model-Law Strategy, Steven L. Schwarcz

Vanderbilt Law Review

Digital currencies have the potential to improve the speed and efficiency of the payment system. The principal challenge is retail: to facilitate day-to-day payments among consumers as an alternative to cash, both domestically and across national borders. Two models of digital currencies are becoming viable: central bank digital currencies and nongovernment-issued currencies that are backed by assets having intrinsic value (stablecoins or, when widely used internationally, global stablecoins). Because they are not government issued, global stablecoins present complex and novel cross-border regulatory challenges, including managing the costs of complying with a multitude of national laws and ensuring international legal enforceability. …


Remedying The Immortal: The Doctrine Of Accession And Patented Human Cell Lines, Julia E. Fissore-O'Leary Nov 2022

Remedying The Immortal: The Doctrine Of Accession And Patented Human Cell Lines, Julia E. Fissore-O'Leary

Notre Dame Law Review

Importantly, though this Note employs Henrietta Lacks as the illustrative, paradigmatic case for the theory of accession it proposes, accession can be, and should be, broadly construed to apply to all like-situated patients. Part I of this Note briefly explains the timeless human-body-as-property debate. Next, Part II addresses the concept of accession—its theoretical underpinnings, definitions, and amenability to this and other lawsuits. Part III applies accession to HeLa and develops a methodology for calculating damages in this unique setting. This Note does not pretend to present a perfectly wrought formula. Instead, it offers several possibilities for determining compensation. Finally, …