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Articles 31 - 42 of 42

Full-Text Articles in Law

Framing Address: A Framework For Analyzing Financial Market Transformation, Steven L. Schwarcz Mar 2013

Framing Address: A Framework For Analyzing Financial Market Transformation, Steven L. Schwarcz

Seattle University Law Review

The title of this Symposium originally was “Rethinking Financial and Securities Markets.” It is, of course, somewhat presumptuous for scholars to try to rethink financial markets per se. Markets, including financial markets, are driven primarily by supply and demand. But scholars can and should try to influence the future of financial markets by rethinking their fundamental aspects. This Symposium presents work from leading scholars in the fields of law, economics, finance, and accounting. I will try to frame the discussion from the perspectives of these four disciplines. First, however, we need to identify what it is about financial markets that …


Legal Entities As Transferable Bundles Of Contracts, Kenneth Ayotte, Henry Hansmann Mar 2013

Legal Entities As Transferable Bundles Of Contracts, Kenneth Ayotte, Henry Hansmann

Michigan Law Review

The large, modern business corporation is frequently organized as a complex cluster of hundreds of corporate subsidiaries under the common control of a single corporate parent. Our Article provides new theory and supportive evidence to help explain this structure. We focus, in particular on the advantages of subsidiary entities in providing the option to transfer some or all of the firm's contractual rights and obligations in the future. The theory not only sheds light on corporate subsidiaries but also illuminates a basic function of all types of legal entities, from partnerships to nonprofit corporations. We show that when, as is …


New Corporate Forms And Green Business, Antony Page Mar 2013

New Corporate Forms And Green Business, Antony Page

William & Mary Environmental Law and Policy Review

You want to start a business: not just an ordinary business, producing ordinary social benefit, but a dual-mission business that will both make a profit and benefit the environment. This green business, you expect, will sometimes face trade-offs between the missions, in the sense that sometimes owners’ wealth and profit will have to be sacrificed to pursue environmental benefits. You’re optimistic, in that you hope the business will find outside investors and will scale up easily. Moreover, you don’t want to lie or even dissemble about your motives or about the business’s actions. You want to be both authentic and …


First Bank Of Boston V. Bellottii, Corporations Right To Political Speech, Paul J. Zwier Feb 2013

First Bank Of Boston V. Bellottii, Corporations Right To Political Speech, Paul J. Zwier

Pepperdine Law Review

No abstract provided.


New California Nonprofit Corporation Law: A Unique Approach , William T. Fryer Iii, David R. Haglund Feb 2013

New California Nonprofit Corporation Law: A Unique Approach , William T. Fryer Iii, David R. Haglund

Pepperdine Law Review

No abstract provided.


Corporate Homicide: The Stark Realities Of Artificial Beings And Legal Fictions , Douglas S. Anderson Feb 2013

Corporate Homicide: The Stark Realities Of Artificial Beings And Legal Fictions , Douglas S. Anderson

Pepperdine Law Review

In the aftermath of one of the most highly publicized trials in product liability annals-the celebrated Pinto case-the legal question raised by that litigation remains unresolved. Controversy continues as to whether a corporation should be convicted of homicide when it knowingly markets an unsafe product that results in death. Today the answer is a resounding "no", in light of state statutes defining homicide as the killing of one human being by another, difficulties in finding the requisite criminal intent; and the practical problems of placing a legal fiction behind bars. However, there are recent indications that these present obstacles to …


International Law Of Outer Space And Its Effect On Commercial Space Activity, James J. Trimble Feb 2013

International Law Of Outer Space And Its Effect On Commercial Space Activity, James J. Trimble

Pepperdine Law Review

The United Nations, through a series of five treaties, has created a body of international space law which controls the activities in space of states, international organizations, and private interests. Corporations planning an investment in commercial space ventures must consider the restrictions and obligations which space law will impose on their activities. This article discusses the substantive principles of the law of outer space and focuses on those provisions which will affect commercial space activities.


Securities Class Actions And Bankrupt Companies, James J. Park Feb 2013

Securities Class Actions And Bankrupt Companies, James J. Park

Michigan Law Review

Securities class actions are often criticized as wasteful strike suits that target temporary fluctuations in the stock prices of otherwise healthy companies. The securities class actions brought by investors of Enron and WorldCom, companies that fell into bankruptcy in the wake of fraud, resulted in the recovery of billions of dollars in permanent shareholder losses and provide a powerful counterexample to this critique. An issuer's bankruptcy may affect how judges and parties perceive securities class actions and their merits, yet little is known about the subset of cases where the company is bankrupt. This is the first extensive empirical study …


Recent Changes In U.S. And U.K. Overseas Anti-Corruption Enforcement Under The Fcpa And The U.K. Bribery Law: Private Equity Compliance, Isaac A. Binkovitz Jan 2013

Recent Changes In U.S. And U.K. Overseas Anti-Corruption Enforcement Under The Fcpa And The U.K. Bribery Law: Private Equity Compliance, Isaac A. Binkovitz

Michigan Business & Entrepreneurial Law Review

The following discussion provides a preliminary guide for those tasked with steering private equity firms through the shifting obstacle course of overseas anti-corruption compliance. Section I briefly reviews the centrality of overseas anti-corruption enforcement and its role in creating a more hospitable business climate in emerging markets. Section I also examines the American and British enforcement regimes in general before analyzing the most recent changes–specifically, changes as to the scope of liability and expansion of their jurisdiction. This section is designed to help determine whether investments or acquisitions fall within the purview of either enforcement regime. Section II discusses various …


Favoritism And Corporate Law: The Confused Corporate Opportunity Doctrine In The Hyundai Motor Case, Hwa-Jin Kim, Seung Hwan Lee, Stephen M. Woodcock Jan 2013

Favoritism And Corporate Law: The Confused Corporate Opportunity Doctrine In The Hyundai Motor Case, Hwa-Jin Kim, Seung Hwan Lee, Stephen M. Woodcock

Michigan Business & Entrepreneurial Law Review

Core legal principles of U.S. corporate law are often met with perplexity in foreign jurisdictions. This is especially true for legal principles that are controversial even in the U.S. This Article takes the corporate opportunity doctrine and examines how it has been exported to the civil law regime in Korea. Korean conglomerates such as Samsung Group and Hyundai Motor Group have become major players in the global market, but corporate law and practice in Korea have had a difficult time keeping up with developments in the business sector. The Hyundai Motor Case demonstrates an ambitious, but ill-fated, attempt at the …


Joinder Under The Aia: Shifting Non-Practicing Entity Patent Assertions Away From Small Businesses, Xun Liu Jan 2013

Joinder Under The Aia: Shifting Non-Practicing Entity Patent Assertions Away From Small Businesses, Xun Liu

Michigan Telecommunications & Technology Law Review

When the America Invents Act ("AIA ") was signed in September 2011, many feared the law might benefit larger corporations at the expense of small businesses. This Note examines how one portion of the AIA, governing joinder in patent cases, might actually benefit small businesses by reducing patent assertions from non-practicing entities ("NPEs"). NPE assertions disproportionately affect small businesses, both because NPEs target small businesses more frequently and because patent assertions have a greater impact on individual companies. Prior to the AIA, joining multiple defendants in a single lawsuit offered important advantages for patent holders and allowed NPEs to achieve …


A Complete View Of The Cathedral: Claims Of Tortious Interference And The Specific Performance Remedy In Mergers And Acquisitions Litigation, Luke Nikas, Paul B. Maslo Jan 2013

A Complete View Of The Cathedral: Claims Of Tortious Interference And The Specific Performance Remedy In Mergers And Acquisitions Litigation, Luke Nikas, Paul B. Maslo

Michigan Business & Entrepreneurial Law Review

A bank promises to lend several billion dollars to fund a buyer’s purchase of a target company. The buyer enters into a merger agreement with the target. Thereafter, the economy plummets, and the bank decides that breaching its contract with the buyer will cost less than performing. The buyer seeks specific performance. The target also sues the bank, alleging tortious interference with the merger agreement. Billions of dollars are on the line. This is the reality lived by many investment banks that committed to fund leveraged buyouts during the recent economic downturn. Most of these matters were resolved in private …