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Articles 1 - 30 of 33
Full-Text Articles in Law
Unilateral Forum Selection Clauses In Corporate Bylaws: A Synopsis Of The Debate, Bryce Cullinane
Unilateral Forum Selection Clauses In Corporate Bylaws: A Synopsis Of The Debate, Bryce Cullinane
The Journal of Business, Entrepreneurship & the Law
No abstract provided.
The Short Road Home To Delaware: Boilermakers Local 154 Retirement Fund V. Chevron, Anne M. Tucker
The Short Road Home To Delaware: Boilermakers Local 154 Retirement Fund V. Chevron, Anne M. Tucker
The Journal of Business, Entrepreneurship & the Law
One of the biggest Delaware Supreme Court cases of 2013 wasn’t. The Delaware Court of Chancery opinion in Boilermakers Local 154 Retirement Fund v. Chevron Corp., upheld the enforceability of Delaware forum selection clause bylaws unilaterally adopted by corporate boards of directors. It was widely expected that the Delaware Supreme Court would uphold the Court of Chancery’s opinion. However, Plaintiffs dismissed their appeal and moved to dismiss their remaining claims in the Court of Chancery, leaving intact Chancellor Strine’s strong support of forum selection clauses. National Industries Group (Holding) v. Carlyle Investment Managements L.L.C. and TC Group, L.L.C., a 2013 …
Exploring The Standard Of Review Of Transactions With Controlling Shareholders After In Re Mfw Shareholders Litigation (Decided May 29th, 2013), Miriam Bitton, Odelia Minnes
Exploring The Standard Of Review Of Transactions With Controlling Shareholders After In Re Mfw Shareholders Litigation (Decided May 29th, 2013), Miriam Bitton, Odelia Minnes
The Journal of Business, Entrepreneurship & the Law
This Article will begin with a review of the MFW case, followed by a review of the judicial history prior to this decision. Then it will try to analyze, albeit partially, some of the reasons for why this judgment is timely and reasonable considering changes that occurred in the last decades. It will also address some of the courts' reasoning and its persuasiveness.
Lessons Of 2013: The Perils Of "Ready, Fire, Aim" And The Importance Of An Integrated Litigation Strategy In Corporate Governance Matters, Thad A. Davis, Leslie A. Wulff
Lessons Of 2013: The Perils Of "Ready, Fire, Aim" And The Importance Of An Integrated Litigation Strategy In Corporate Governance Matters, Thad A. Davis, Leslie A. Wulff
The Journal of Business, Entrepreneurship & the Law
No abstract provided.
Fall 2013 Symposium: Contemporary Trends In Corporate Litigation, Robert Anderson Iv, Myron T. Steele, Katherine J. Blair, Thad A. Davis, James R. Griffin, James J. Moloney
Fall 2013 Symposium: Contemporary Trends In Corporate Litigation, Robert Anderson Iv, Myron T. Steele, Katherine J. Blair, Thad A. Davis, James R. Griffin, James J. Moloney
The Journal of Business, Entrepreneurship & the Law
No abstract provided.
The Jobs Act: Encouraging Capital Formation But Not Ipos, Jesse Scott
The Jobs Act: Encouraging Capital Formation But Not Ipos, Jesse Scott
The Journal of Business, Entrepreneurship & the Law
This note will analyze several of the key provisions of the JOBS Act and their effect on raising capital for small growth companies. The scope of this note will exclude the Title III crowdfunding provisions, as there is already substantial discussion about the topic in the legal and business communities. Part II discusses the IPO registration process. Part III explores the JOBS Act and its effect on securities regulation. Specifically, this note will cover the Title I IPO on-ramp, the Title II changes to Regulation D, the Title IV changes to Regulation A and 144A, and finally the Title V …
Shared Branding: Associated Use Of Trademarks And Trade Dress Through Shared Retail Space, Lanning Bryer, Scott Lebson, Francesca Montalvo
Shared Branding: Associated Use Of Trademarks And Trade Dress Through Shared Retail Space, Lanning Bryer, Scott Lebson, Francesca Montalvo
The Journal of Business, Entrepreneurship & the Law
This Article explores the increasingly popular marketing strategy of two or more unrelated companies offering their separate and distinct mono-branded goods and services in a shared commercial space--herein referred to as “shared branding.”
How Courts Can Prevent Excess Emitters From Using Bankruptcy As A Forum To Avoid California Ab 32’S Allowance Deductions, Mohammed Tehrani
How Courts Can Prevent Excess Emitters From Using Bankruptcy As A Forum To Avoid California Ab 32’S Allowance Deductions, Mohammed Tehrani
The Journal of Business, Entrepreneurship & the Law
This paper identifies bankruptcy as a forum in which entities that exceed their emissions limit might be able to avoid the accompanying allowance deduction. Specifically, an entity might be able to sell its assets free and clear of its allowance deduction liabilities through Section 363 to a new company comprised of the same actors. Part II contrasts which liabilities can be discharged through a Chapter 11 plan and which can be avoided through a free and clear sale under Section 363. Part III analyzes whether allowance deductions could be discharged through a Chapter 11 plan or avoided through a free …
Speak Up: Issue Advocacy In Increasingly Politicized Times, Sally Wagenmaker
Speak Up: Issue Advocacy In Increasingly Politicized Times, Sally Wagenmaker
The Journal of Business, Entrepreneurship & the Law
This article first provides a brief primer on current constraints affecting Section 501(c)(3) and 501(c)(4) organizations' communications within the context of what has become known as “issue advocacy.” It then sets forth the problem of increasing politicization of nonprofits' issue advocacy activities. The article next evaluates related constitutional tensions for politically tinged issue advocacy, through the lens of the Supreme Court's free speech decisions. It concludes by addressing how the IRS's different content-based standards for issue advocacy are susceptible to abuse, are otherwise constitutionally suspect, and therefore warrant reform.
Is Internet Radio “Livin' On A Prayer”? With New Legislation, It “Will Make It, I Swear”, Kelsey Schulz
Is Internet Radio “Livin' On A Prayer”? With New Legislation, It “Will Make It, I Swear”, Kelsey Schulz
The Journal of Business, Entrepreneurship & the Law
This Comment discusses whether the IRFA would be the appropriate solution to the inequities in current copyright law as it pertains to digital music. Part I of this Comment will provide a more in-depth discussion of the history of copyright law and music distribution. It will examine the implications of the 1971 Sound Recording Act, the 1976 Copyright Act, and the Digital Performance Right in Sound Recordings Act of 1995. Part II will provide a critique of the current state of the law, including a look at the Digital Millennium Copyright Act of 1998 and its effects on the respective …
The Shield Act: A Good Attempt At Curbing Patent Trolls That Leaves Us Wanting More, Adina Sivaraman
The Shield Act: A Good Attempt At Curbing Patent Trolls That Leaves Us Wanting More, Adina Sivaraman
The Journal of Business, Entrepreneurship & the Law
This Comment explores the SHIELD Act in its entirety. Part II examines the historical background of the patent troll issue--focusing on former legislation and case law that sought to curb patent troll lawsuits. Part III discusses what the SHIELD Act is and what it aims to do. Part IV analyzes the positive and negative effects that the SHIELD Act would have if passed and takes a look at other options for limiting patent troll litigation, while ultimately contending that the SHIELD Act should be reformed to take a stronger stand against patent trolls by taking into account other proposed reforms. …
Aml In The Spotlight: Compliance Risks For Broker-Dealers And Investment Advisers, John H. Walsh, Cecilia Baute Mavico
Aml In The Spotlight: Compliance Risks For Broker-Dealers And Investment Advisers, John H. Walsh, Cecilia Baute Mavico
The Journal of Business, Entrepreneurship & the Law
In light of regulators' renewed attention, this article discusses recent events, reviews AML enforcement actions against securities firms, and identifies the compliance risks they suggest. The article concludes that the time has come for broker-dealers and advisers alike to take a holistic view of compliance and their AML risks, and to prepare for enhanced oversight and regulation.
More Burden Than Benefit? Analysis Of The Benefit Corporation Movement In California, Sarah Thornsberry
More Burden Than Benefit? Analysis Of The Benefit Corporation Movement In California, Sarah Thornsberry
The Journal of Business, Entrepreneurship & the Law
The benefit corporation movement has been associated with the separate camps of social entrepreneurship, nonprofit organizations, and for-profit corporations, while trying to establish itself as a community of businesses that pursue not only profit, but also environmental and social good. This article examines the legal attributes of benefit corporation legislation and articulates why incorporating as a benefit corporation can be an excellent business decision. Lastly, the article looks at how the movement can further expand in California.
Whodunnit? Divided Patent Infringement In Light Of Akamai Technologies, Inc. V. Limelight Networks, Inc., Mark Tomlinson
Whodunnit? Divided Patent Infringement In Light Of Akamai Technologies, Inc. V. Limelight Networks, Inc., Mark Tomlinson
The Journal of Business, Entrepreneurship & the Law
This Note provides background information on divided patent infringement in the United States with emphasis on landmark cases and the previous understanding of the Patent Act. Part II provides background information on the underlying controversies and the software at issue in each case. Part III discusses the opinions of the factions of the court, and Part IV dissects the reasoning of each. Part V examines the implications of Akamai on businesses and other method patent holders while acknowledging that the future of the court's holding remains uncertain.
Reinvigorating The Reit's Neutrality And Capital Formation Purposes Through A Modernized Tax Integration Model, Simon Johnson
Reinvigorating The Reit's Neutrality And Capital Formation Purposes Through A Modernized Tax Integration Model, Simon Johnson
The Journal of Business, Entrepreneurship & the Law
Efforts at reform have not spared the REIT arrangement, but have focused on objectives unrelated to its model of tax integration, despite its significant flaws. Owing to the interaction of several provisions, the model largely precludes capitalization through retained earnings. This increases the cost of REIT capital and limits its capacity to realize the neutrality and private real estate capital formation objectives Congress pursued in creating the arrangement. Accordingly, it is important to consider how to durably improve the REIT tax integration model. Ultimately, the article concludes that the shareholder allocation model, a complete integration model conceptually similar to the …
Reconciling The Municipal Pension Problem With Chapter 9'S Automatic Stay: A Case Note On In Re City Of San Bernardino, Michael Simon
Reconciling The Municipal Pension Problem With Chapter 9'S Automatic Stay: A Case Note On In Re City Of San Bernardino, Michael Simon
The Journal of Business, Entrepreneurship & the Law
Using In re City of San Bernardino as a springboard, this Note explores both the descriptive and analytic dimensions of a municipality seeking relief from its pension woes within the context of Chapter 9 of the Bankruptcy Code. As a descriptive matter, this Note illustrates that municipalities need alternative solutions to address the growing public pension problem besides issuing municipal bonds. Given the structure of certain public defined benefit pension systems, the strategy of issuing municipal bonds to raise cash has substantial disadvantages. In certain contexts, Chapter 9 of the Bankruptcy Code provides a significantly better alternative. Unlike a business …
Predatory Hiring As Exclusionary Conduct: A New Perspective, Richard J. Braun, Michael A. Williams
Predatory Hiring As Exclusionary Conduct: A New Perspective, Richard J. Braun, Michael A. Williams
The Journal of Business, Entrepreneurship & the Law
The showing of predatory or exclusionary conduct is a necessary element to prove an attempted monopolization claim under section 2 of the Sherman Act. Predatory hiring as a form of exclusionary conduct has not been extensively analyzed from legal or economic perspectives. Most litigated cases have followed Universal Analytics, Inc. v. MacNeal-Schwendler Corp., where the court held that unlawful predatory hiring occurs when talent is acquired not for purposes of using that talent, but for purposes of denying it to a competitor. An anticompetitive act by a single firm is an act that is not profit maximizing but for the …
Secret Arbitration Or Civil Litigation?: An Analysis Of The Delaware Arbitration Program, Jores Kharatian
Secret Arbitration Or Civil Litigation?: An Analysis Of The Delaware Arbitration Program, Jores Kharatian
The Journal of Business, Entrepreneurship & the Law
No abstract provided.
The Delaware Arbitration Experiment: Not Just A “Secret Court”, Jessica Tyndall
The Delaware Arbitration Experiment: Not Just A “Secret Court”, Jessica Tyndall
The Journal of Business, Entrepreneurship & the Law
No abstract provided.
Delaware's Closed Door Arbitration: What The Future Holds For Large Business Disputes And How It Will Affect M&A Deals, Myron T. Steele, Thomas J. Stipanowich, Robert Anderson, James R. Griffin, Katherine Blair, Monica Shilling
Delaware's Closed Door Arbitration: What The Future Holds For Large Business Disputes And How It Will Affect M&A Deals, Myron T. Steele, Thomas J. Stipanowich, Robert Anderson, James R. Griffin, Katherine Blair, Monica Shilling
The Journal of Business, Entrepreneurship & the Law
No abstract provided.
In Quest Of The Arbitration Trifecta, Or Closed Door Litigation?: The Delaware Arbitration Program , Thomas J. Stipanowich
In Quest Of The Arbitration Trifecta, Or Closed Door Litigation?: The Delaware Arbitration Program , Thomas J. Stipanowich
The Journal of Business, Entrepreneurship & the Law
The Delaware Arbitration Program established a procedure by which businesses can agree to have their disputes heard in an arbitration proceeding before a sitting judge of the state’s highly regarded Chancery Court. The Program arguably offers a veritable trifecta of procedural advantages for commercial parties, including expert adjudication, efficient case management and short cycle time and, above all, a proceeding cloaked in secrecy. It also may enhance the reputation of Delaware as the forum of choice for businesses. But the Program’s ambitious intermingling of public and private forums brings into play the longstanding tug-of-war between the traditional view of court …
The End Of The Imitation Age?: The Effect Of Apple Inc. V. Samsung, Melissa Barcena
The End Of The Imitation Age?: The Effect Of Apple Inc. V. Samsung, Melissa Barcena
The Journal of Business, Entrepreneurship & the Law
No abstract provided.
Ceo & Employee Pay Discrepancy: How The Government's Policies Have Encouraged The Gap, David R. Meals
Ceo & Employee Pay Discrepancy: How The Government's Policies Have Encouraged The Gap, David R. Meals
The Journal of Business, Entrepreneurship & the Law
This paper examines the role of the U.S. Government in the CEO versus worker pay gap, both in contributing to its creation and the ability to reverse it. To better understand this issue, this paper includes a survey of current U.S. and foreign CEO compensation practices, a survey of theories proposed to explain the divergence between U.S. and foreign CEO compensation, a review of the social and business impact of excessive CEO compensation, and identifies socioeconomic theories regarding the excessive CEO pay trend. This is followed by a review of the history of attempted solutions along with newly enacted and …
Libor: Everything You Ever Wanted To Know But Were Afraid To Ask, Michael R. Koblenz, Kenneth M. Labbate, Carrie C. Turner
Libor: Everything You Ever Wanted To Know But Were Afraid To Ask, Michael R. Koblenz, Kenneth M. Labbate, Carrie C. Turner
The Journal of Business, Entrepreneurship & the Law
The goal of this article is to present the reader with a general overview of the LIBOR: its genesis and development, how and why London bankers manipulated the LIBOR, the liability of implicated parties, criminal penalties, the impact of criminal penalties on director and officer insurance carriers, and what the future holds for the LIBOR.
No Power To Be Disloyal (Or, How Not To Write A Loyalty Opinion) , Val Ricks
No Power To Be Disloyal (Or, How Not To Write A Loyalty Opinion) , Val Ricks
The Journal of Business, Entrepreneurship & the Law
It is the thesis of this paper that no privilege to act disloyally exists: that a power to act never trumps the duty of loyalty. My method is to discuss three cases in which the privilege or power to act appears to receive judicial support. The paper shows why this strategy does not work. Such assertions have no support in logic (and usually not in law), provide a slippery slope at the bottom of which the duty of loyalty ceases to exist, often result in a decision being internally inconsistent, and fail to stand the test of time. I will …
Drastic Times Call For Drastic Risk Measures: Why Value-At-Risk Is (Still) A Flawed Preventative Of Financial Crises And What Regulators Can Do About It, Andrew L. Mcelroy
Drastic Times Call For Drastic Risk Measures: Why Value-At-Risk Is (Still) A Flawed Preventative Of Financial Crises And What Regulators Can Do About It, Andrew L. Mcelroy
The Journal of Business, Entrepreneurship & the Law
Bank regulators recently proposed the most fundamental reforms to U.S. banking law in decades, yet the value-at-risk statistic--replete with known deficiencies--remains the basis of the capital adequacy requirement. Consequently, there exists an unresolved tension in the law: the purpose of the banking rules is to require riskier financial institutions to hold additional capital, yet the value-at-risk statistic used to make this assessment induces a perverse incentive to hold the riskiest securities. Overlaid on this framework is the wide latitude afforded to banks in designing their value-at-risk models. This Article explores foreseeable issues with the regulatory reliance on value-at-risk. Moreover, it …
Lessons From At&T'S Flop: How To Grow In The Technology Industry While Avoiding Section 7 Antitrust Obstacles, John Soma
The Journal of Business, Entrepreneurship & the Law
No abstract provided.
Conception To Distribution: Vertical Integration In The Television Production And Isp Industry , Megan Sieffert
Conception To Distribution: Vertical Integration In The Television Production And Isp Industry , Megan Sieffert
The Journal of Business, Entrepreneurship & the Law
The intersecting regulations of agencies, stemming from the duties of the FCC, the FTC, and the DOJ to protect competition and television consumers, have been innovative in permitting two goals. First, allowing companies to pursue these integrations and, second, placing conditions on integrations to prevent potential harms that could come from developing media giants. As the market continues to consolidate, with companies having more access to the ability to distribute through alternative middlemen, and as they have the opportunity to gain popularity through social media networks and word of mouth, the healthy competition seen in the former entertainment industry is …
Following An International Copyright Regime At A Large National Cost: Is It Worth It?, Vaishali Khatri
Following An International Copyright Regime At A Large National Cost: Is It Worth It?, Vaishali Khatri
The Journal of Business, Entrepreneurship & the Law
The main question at issue is which view of copyright law the United States should adhere to. Founders of American copyright law based our Constitution on utilitarian principles that promote the spread of knowledge and information to the general public. It has always been held that innovation and creativity were of core importance in an efficiently functioning democracy. With the passing of Section 514, the United States digressed from its national roots in order to comply with an international regime of copyright law. This decision in Golan takes steps to afford private economic benefit to a few copyright holders at …
Facebook Is Not Your Friend: Protecting A Private Employee's Expectation Of Privacy In Social Networking Content In The Twenty-First Century Workplace, Cara Magatelli
The Journal of Business, Entrepreneurship & the Law
This Comment explores the implications SNS postings have on private employers concerning the off-duty, non-work related conduct of their employees. This argument recognizes that an employee is entitled to engage in whatever legal off-duty conduct he chooses, so long as the behavior does not damage his employer's legitimate business interests. An employer should not be able to use information gleaned from an employee's SNS postings, unrelated to an employer's business interests, to punish an employee for her choices outside the work place. Disciplining or terminating an employee for his off-duty lifestyle choices permits the morals and standards of the employer …