Law Commons^™

Front Matter

DePaul Business & Commercial Law Journal

No abstract provided.

The Retail Investor Report, Nick Einhorn, Jill E. Fisch, Sergio Alberto Gramitto Ricci, Monique Le, Christina M. Sautter

Faculty Works

In 2020, a wave of retail investors entered the stock market. In the last two years, approximately 30 million new retail investors opened brokerage accounts in the U.S. By 2021, retail investors comprised 25% of total equities trading volume, nearly double the percentage reported a decade prior.

And they’ve stuck around. In February 2023, retail investors across platforms set a new all-time high for weekly inflows, with $1.5 billion dollars pouring into the market in a single week.

Participation in the public markets remains high; more significantly, it has evolved. Public.com surveyed 2,000+ investors to compile its 2023 report. Public’s …

Wireless Investors & Apathy Obsolescence, Sergio Alberto Gramitto Ricci, Christina M. Sautter

Faculty Works

This Article discusses how a subgenre of retail investors makes investors’ apathy obsolete. In prior work, we dub retail investors who rely on technology and online communications in their investing and corporate governance endeavors “wireless investors.” By applying game theory, this Article discusses how wireless investors’ global-scale online interactions allow them to circulate information and coordinate, obliterating collective action problems.

Miscellany On The Ucc And Its Primary Drafters, Virginia C. Thomas

Library Scholarly Publications

This column discusses how the UCC was shaped by monumental legal scholars Llewellyn and Mentschikoff, highlights the historical and archival resources that tell their story, and offers insight into their views on legal education.

A Further Look At A Hague Convention On Concurrent Proceedings, Paul Herrup, Ronald A. Brand

Articles

The current project of the Hague Conference on Private International Law has reached a critical juncture that requires careful consideration of the terms that delineate the scope of the proposed convention. Work to date has not followed the mandate of the Council on General Affairs and Policy to produce a convention that would deal with concurrent proceedings, understood as including pure parallel proceedings and related actions. In two previous articles we have addressed the practical needs that should be addressed by the concurrent proceedings project and the general architecture of such a convention. The process is now mired in terminological …

Keynote Address, Sultan Meghji

Washington and Lee Law Review

Keynote address presented virtually at the Washington and Lee Law Review's 54th Annual Lara D. Gass Symposium: The Future of E-Commerce: Is It on a Blockchain? on Friday, March 17, 2023 in Lexington, Virginia.

Confidentiality Clauses In Settlement Agreements After The Consumer Review Fairness Act, Wayne Barnes

Faculty Scholarship

Online commerce has skyrocketed in recent years, and shoppers are purchasing goods or services online in greater numbers every year. The COVID-19 pandemic has only hastened the trend. One significant aspect of online shopping is the presence of consumer reviews posted by prior purchasers of goods or services, describing their experience with the products, the services and/or the selling merchant. A vast majority of online shoppers say that they rely on these reviews to help inform their purchasing decisions. Positive reviews can be tremendously beneficial to a business’ profitability, whereas negative reviews can be equally detrimental. Users of the internet …

The Legal Nature Of The Virtual Currency: In-Depth Legal Insight, Ahmed Al-Majali Dr.

مجلة جامعة الإمارات للبحوث القانونية UAEU LAW JOURNAL

The importance of the study is that the virtual currency has recently seen a great development and unusual demand, especially since the emergence of the Bitcoin. This is due to the liberalization of the restrictions imposed by the traditional currencies, which has become a form of monetary competition, the main element that distinguishes it is its areas of use: it combats speculation in local currencies, activates commercial activities, facilitates transfers for commercial, educational and service purposes, and many more legitimate purposes. More importantly, these transactions and transfers are carried out without disclosing the identity of the persons who implement them, …

Family Corporate Governance In The United Arab Emirates: Challenges And Prospects: Applied Legal Study, Omar Muhammad Al-Owais Mr., Imad Al-Din Abdel-Hai Prof.

مجلة جامعة الإمارات للبحوث القانونية UAEU LAW JOURNAL

This study revolves around the most prominent challenges facing the governance of family companies in the UAE, represented by the inheritance of employment, the lack of strategic planning, and the slow pace with keeping up with new digital technologies. Added to these challenges the economic instability, the changes in the structure of these companies and thus their ability to overcome these challenges throughout their life across successive generations. This succession may conduct to the termination of these companies due the different commercial and organizational visions of each generation, as each of them considers that his vision is the most suitable …

Formalization Of The Trading Company Contract And The Challenges Of The Fourth Industrial Revolution: An Analytical & Comparative Study, Dr. Karima Krim

مجلة جامعة الإمارات للبحوث القانونية UAEU LAW JOURNAL

Recently, the world experiencing major internet-based technological changes that led to the Fourth Industrial Revolution. of which blockchain and smart contract are technologies. The first is a large, open and distributed digital record and store data, backed up and exchanged between users, secure and more reliable manner without the intervention of a trusted intermediary, allowing the smart contract to automate the implementation of contract terms. This study, focused on trying to identify its impact on the official contract of the trading company and the extent to which it could compensate for the role of the notary. Which concluded that blockchain …

Criteria For Considering The Shari’A Need When Applied To A Commercial Insurance Contract: An Applied Jurisprudential Study, Ahmed Al-Shafei Mr

مجلة جامعة الإمارات للبحوث القانونية UAEU LAW JOURNAL

control and measure it. By proposing a list of criteria used in assessing their existence, consideration or elimination, and to test the criteria, the researcher applied them to a commercial insurance.

In order to achieve the goal of the research; the researcher used the inductive analytical method, by following the rules suggested by the Fuqaha’, which required an analysis of some Fuqaha’ sayings, to build standards.

The research concluded that the «Need» that some Fuqaha’ considered in the permissibility of commercial insurance does not meet these criteria in a way that supports their opinion. Accordingly; Commercial insurance in its current …

Commercial Mediation In Mainland China: Pitfalls & Opportunities, Meng Chen

Pepperdine Dispute Resolution Law Journal

This article offers insight into the practice of Chinese mediation, especially in resolving commercial disputes, considering the United Nations Convention on International Settlement Agreements Resulting from Mediation (the Singapore Convention) entered into force on September 12, 2020. First, this article evaluates the attractiveness, vulnerabilities, and popularity of mediation as a means of dispute resolution. The article then introduces the Chinese model of using mediation to resolve commercial disputes, specifically in judicial and arbitral proceedings. Based on empirical data and rules analysis, this article concludes with the benefits of using mediation in China to resolve disputes and exposes a discrepancy between …

Change We Can Believe In: The Seventh Circuit's Exposure Of Inadequate Environmental Review In Protect Our Parks V. Buttigieg, P. Nicholas Greco

Villanova Environmental Law Journal

No abstract provided.

Equity In Commerce: Too Much And Too Little?, Man Yip

Research Collection Yong Pung How School Of Law

The interaction and clash between equity and commerce have attracted much attention from judges and academics in recent years. Commercial lawyers may complain about equity introducing uncertainty into commercial endeavours and at times, (mis-)applying the ‘moral standards of the vicarage’ to actors in commercial dealings. However, the objections are not directed at all aspects of equity, but are usually addressed to some ‘disfavoured parts of it’, such as the creation of a new obligation or discretionary remedies. On the other hand, from the perspective of equity lawyers, equity’s interplay with commerce may lead to the contractualisation or commercialisation of equitable …

Formalization Of The Trading Company Contract And The Challenges Of The Fourth Industrial Revolution: An Analytical & Comparative Study, Dr. Karima Krim

UAEU Law Journal

Recently, the world experiencing major internet-based technological changes that led to the Fourth Industrial Revolution. of which blockchain and smart contract are technologies. The first is a large, open and distributed digital record and store data, backed up and exchanged between users, secure and more reliable manner without the intervention of a trusted intermediary, allowing the smart contract to automate the implementation of contract terms. This study, focused on trying to identify its impact on the official contract of the trading company and the extent to which it could compensate for the role of the notary. Which concluded that blockchain …

Criteria For Considering The Shari’A Need When Applied To A Commercial Insurance Contract: An Applied Jurisprudential Study, Ahmed Al-Shafei Mr

UAEU Law Journal

The research aimed to know the reality of the «Shari’a Need», and how to control and measure it. By proposing a list of criteria used in assessing their existence, consideration or elimination, and to test the criteria, the researcher applied them to a commercial insurance.

In order to achieve the goal of the research; the researcher used the inductive analytical method, by following the rules suggested by the Fuqaha’, which required an analysis of some Fuqaha’ sayings, to build standards.

The research concluded that the «Need» that some Fuqaha’ considered in the permissibility of commercial insurance does not meet these …

Commercial Law Harmonization: The Role Of The United States, Hal Burman

Brooklyn Journal of Corporate, Financial & Commercial Law

The modern field of transnational commercial law harmonization began in the United States in the mid-1960s; the international basis of that began in the mid-1940s. Before that, a limited number of areas of private international law (PIL) had active participation of US interests, such as maritime law. US participation internationally effectively began in the middle 1960s. Developments parallel to commercial law have been significant in the areas of applicable law, jurisdiction, commercial arbitration, family law, and other fields – all important areas of transnational law, but beyond the scope of this symposium. Each of these areas of law, while affecting …

Limiting 28 U.S.C. § 1782: A Changed Landscape For Discovery In Private Commercial Arbitration Abroad, Jazmyne R. Barto

Brooklyn Journal of Corporate, Financial & Commercial Law

For decades 28 U.S.C. § 1782 has been used by foreign entities looking to compel discovery in the United States for use in commercial arbitration proceedings abroad. Despite the statute being in force since 1948, many federal courts were unsure of whether § 1782 could actually be used in international private commercial arbitration. The Supreme Court tried and failed to clarify the statute’s scope in 2004, leading to a circuit court split as to §1782’s applicability. Looking to end the controversy once and for all, during the Summer of 2022, the Supreme Court clearly stated that § 1782 might not …

Part Ii: 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.

Neil Cohen’S Contribution To Uniform Secured Finance Law, Spyridon V. Bazinas

Brooklyn Journal of Corporate, Financial & Commercial Law

This Article discusses Neil Cohen’s contribution to uniform secured finance law and, in particular, to the UNCITRAL Model Law on Secured Transactions. It does so by focusing on the misgivings Neil Cohen had expressed before, and his reflections on those misgivings after, the preparation of the Model Law. The discussion presents Neil Cohen as is generally known, as a distinguished scholar, but also as he is known to his friends and colleagues, as a person with rare qualities.

Reforming The Law Reform Ecosystem, Timothy Schnabel

Brooklyn Journal of Corporate, Financial & Commercial Law

This Article outlines a series of reforms that would make global law reform efforts more effective and efficient. These efforts currently occur primarily in three multilateral organizations (UNCITRAL, UNIDROIT, and the Hague Conference). The member states of these organizations could easily increase coordination—even to the point of de facto consolidation of the organizations’ work—and could increase the attention given to selecting projects and promoting instruments. Additionally, the U.S. government could organize plurilateral law reform efforts outside these organizations and draw on U.S. domestic law reform efforts to identify new topics for work. Finally, non-government actors could themselves coordinate across the …

Same Old Story, New Solution: Force Majeure Deficiencies In The Wake Of Covid-19 And An Unorthodox Approach To Drafting It, Steven H. Dovi

Brooklyn Journal of Corporate, Financial & Commercial Law

On January 20, 2020, the Centers for Disease Control and Prevention reported the first laboratory-confirmed case of the 2019 Novel Coronavirus (COVID-19) on American soil.[1] On March 8, 2021—more than a year later—the United States District Court for the Southern District of New York decided Gap v. Ponte Gadea New York.[2] It ruled, inter alia, that the COVID-19 pandemic, in keeping with the relevant provision’s narrow tailoring, did not amount to a force majeure event and a defense to breach.[3] While seemingly one of the first decisions of its kind in the Southern District, this Note argues that the holding …

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, …

A New Right Is The Wrong Tactic: Bring Legal Actions Against States For Internet Shutdowns Instead Of Working Towards A Human Right To The Internet (Part 1), Jay Conrad

Seattle Journal of Technology, Environmental & Innovation Law

A New Right is the Wrong Tactic: Bring Legal Actions Against States for Internet Shutdowns Instead of Working Towards a Human Right to the Internet (Part 1) is the first of a two-part series dealing with an increasingly prevalent threat to human rights: State-sanctioned Internet shutdowns. Part 1 details the current tactics and impacts of Internet shutdowns and which human rights are most likely to be violated by or during a shutdown. Part 2 will address the deficiencies of advocating for Internet access to be a recognized human right as a means of combatting shutdowns. Despite the popularity of this …

So Far Yet So Close: Comparing Governing Laws In Arbitration Agreements Under English And Chinese Laws, King Fung Tsang Associate Professor, Weijie Lin L.L.B.

Vanderbilt Journal of Transnational Law

The governing law of arbitration agreements determines the validity of an arbitration agreement and equally the entire arbitration. However, there is huge disagreement around the world as to the appropriate choice-of-law rules for deciding this governing law, particularly between rules favoring the governing law of the underlying contract (represented by the English approach) and the curial law (represented by the Chinese approach). By comparing the choice-of-law rules of these two jurisdictions, the authors argue that this disagreement is futile and unnecessary because both jurisdictions’ choice-of-law rules are pro-validity in substance and likely lead to the arbitration agreement being upheld. There …

Rethinking The Civil Protection Of Patients From Misleading Pharmaceutical Marketing Under Saudi Law, Muflih Saud Almughyirah

Maurer Theses and Dissertations

The effect of pharmaceutical marketing on individuals is a universal concern. It can influence patients' health and wealth. Patients, as well as their prescribing medical doctors, have been targeted by such marketing through different means. Many patients are unaware of their position as the most vulnerable party in this context and how these promotional strategies affect their physicians' decisions. When pharmaceutical marketing includes false, misleading, or otherwise negligent statements, patients become potential victims. This research addresses patients' civil protection from misleading pharmaceutical marketing under Saudi law. The study addresses four crucial aspects of patient protection: (i) ex-ante government regulations, (ii) …

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 …

Examining The Principle Of Ignorantia Facti Excusat, Ignorantia Iuris Non Excusat In The Corruption Case Nizzadro Fabio, Simplexius Asa

Indonesia Law Review

This study was designed as a normative research based on documentary research while the data is analyzed based on the court decisions and is presented in a qualitative descriptive manner, aiming to find out the essential meaning of the teachings of ignorantia facti excusat, ignorantia iuris non excusat, and to knowing the implementation of the principles of ignorantia facti excusat, ignorantia iuris non excusat. This is in the regulations and judicial practice in Indonesia through the views of the judges in decision Number 20/Pid.Sus-TPK/2022/PN. Kpg. The study found three main conclusions, namely first, the principle of ignorantia facti …

Contradiction Over The Application Of Corporate Liability In Corruption Court Decisions In Indonesia, Budi Suhariyanto, Cecep Mustafa

Indonesia Law Review

This paper presents and critically analyses the application of corporate criminal liability in the decisions of corruption crimes in Indonesia from 1999 to 2019. Of the seven corporate cases that have been prosecuted and convicted in this period. We identify 4 (four) corporate criminal liability models as follows. First, the corporation is accused, prosecuted, and convicted after the management has been convicted through a final and binding decision. Secondly, the corporation is excluded from the indictment but included in the sentencing. Third, the prosecution of corporate crimes negates the criminal liability of its management. Fourth, a portion of corporate criminal …

Gamestopped: How Robinhood’S Gamestop Trading Halt Reveals The Complexities Of Retail Investor Protection, Neal Newman

Faculty Scholarship

Should brokers have the unfettered right to restrict investor trading? GameStop, a brick-and-mortar video game retailer, had been experiencing declining revenues since 2016. However, GameStop saw its share price climb almost 1000 percent in the span of a one- week period from January 21, 2021 to January 27, 2021 due to retail investors buying significant amounts of GameStop shares during that period. Melvin Capital, a hedge fund, ended up losing billions as they were betting that GameStop shares would lose value instead of increase—a practice referred to as short selling. On January 28, 2021, brokers inexplicably halted trading on GameStop …