Law Commons^™

“For Whom The Bell Tolls”?* Is The Corporate Transparency Act Dead, And If Not, What Is Its Impact On Corporate Governance?, Kellen Ware

UC Law Business Journal

The Corporate Transparency Act (“CTA” or “the Act”) was enacted by Congress in 2021 to combat illicit financial activity through mandated beneficial ownership disclosure. While the current administration has opted not to enforce the CTA’s reporting requirements on domestic entities, the law remains in effect, and its future is uncertain amid ongoing constitutional litigation.

This Note argues that the CTA should be repealed, and state legislatures should refrain from mirroring the Act. The CTA creates undue burdens that threaten effective and efficient corporate governance in small businesses and many non-profits. This Note traces the contentious history of the CTA and …

Masthead

UC Law Business Journal

No abstract provided.

Foreword, Jonathan Engelmann, Audrey Nguyen

UC Law Business Journal

No abstract provided.

Shareholder Standoff: The Erosion Of Minority Protections In The Wake Of Sb21, Kiara R. Sims

UC Law Business Journal

No abstract provided.

The (Re)New(Ed) Corporation: Foundation For A Stakeholder Regulatory Agenda, Gregory E. Louis

UC Law Business Journal

Amidst an emerging bipartisan consensus on greater corporate social accountability, America First has joined longstanding solicitude about the racial wealth gap. This Article offers yet another take on corporate purpose. As a project of recovering legal memory like Adrian Vermeule’s common good constitutionalism, it examines scholarship on the history of corporate purpose toward answering whether stakeholder capitalism should inform corporate regulation and, if so, how. It concludes from this history that the Anglo-American legal tradition clearly justifies regulators to hold business corporations accountable to the common good. But it also finds in this history a requirement that stakeholder capitalism be …

A Critical Analysis Of Alternative Section 1031 Proximate-Exchange Structures, Bradley T. Borden

UC Law Business Journal

Taxpayers have six wins and zero losses in cases that grant nonrecognition to exchanges that occur in proximity to tax-free business transactions (contributions to and distributions from entities) of the exchanged property. Those six cases (the proximate-exchange cases) were decided between 1983 and 1989. From those cases emerged the proximate-exchange principle: “[a] trade of Property A for Property B, both of like kind, may be preceded by the tax-free acquisition of Property A at the front end, or succeeded by a tax-free transfer of Property B at the back end.”1 Despite the explicit declaration of the proximate-exchange principle and the …

Table Of Contents

UC Law Journal

No abstract provided.

Political Questions And The Role Of Federal Courts In Deciding Claims That The Executive Branch Is Violating Fundamental Norms Of International Law: The Case Of United States Aid For The Israeli War Against Palestinians In Gaza And The West Bank, Jules Lobel

UC Law Journal

A recent challenge to the Biden Administration’s military aid to Israel as aiding genocide presents an important question of the role of U.S. courts in adjudicating claims that top U.S. officials, in their execution of U.S foreign policy, are violating fundamental international law norms, such as the prohibition against committing or aiding and abetting genocide. Both the District Court and the Court of Appeals for the Ninth Circuit dismissed the case as presenting a non-justiciable political question.

The Ninth Circuit’s decision raises the broad question of whether challenges to U.S. government violations of fundamental norms of international law can ever …

Privacy And Disinformation, Tiffany C. Li

UC Law Journal

All three branches of the federal government have wrestled with how the law could or should regulate social media applications to mitigate the harms of disinformation. However, most proposed solutions make the same critical mistake: Lawmakers may focus on speech regulation or even economic regulation to solve for disinformation but these solutions do not actually address contemporary, technological vectors of disinformation. In today’s increasingly technologically driven global speech environment, the lynchpin for disinformation is not speech but data.

In particular, algorithmic personalization is a new, technological factor that makes disinformation especially harmful. Luckily, data protection and privacy regulation can greatly …

Realizing The Americans With Abilities Act: Promoting Civil Rights & Capabilities In The Service Of Individuals With Brain Injury, Zachary E. Shapiro, Tiffany Li, Kaiulani S. Shulman, Melisa Olgun, Chantelle Van Wiltenburg, Molly Teague, Emma Kromm, Brandy Allen, Elliot E.C. Ping, John D. Bowers, Rebecca Harris, Nayla Basma, Apurv Hirsh Shekhar, Gregory E. Antill, Megan S. Wright, Joseph J. Fins

UC Law Journal

Brain injuries often result in varying degrees of impairment to communication and cognitive processes, impeding an individual’s ability to engage in daily activities, participate in social interactions, and achieve independence. This paper builds upon our legislative proposal from Designing An Americans With Abilities Act: Consciousness, Capabilities, and Civil Rights, published in the Boston College Law Review in 2022. That paper proposed new legislation called “The Americans with Abilities Act” (“AWAA”), a comprehensive framework for the effective development, uptake, and utilization of advanced assistive technology (“AT”). These technologies aid individuals with brain injuries in realizing their capabilities and reintegrating into broader …

The First Amendment, Global Corporate Responsibility Standards, & The Quest For Online “Speech Nirvana”, Evelyn M. Aswad

UC Law Journal

With large and powerful social media companies operating as worldwide speech regulators, it is unsurprising that governments have attempted to not only regulate how these companies address platform speech but also pressure them to deliver preferred speech outcomes. In 2024, the Supreme Court decided two cases addressing both themes in the U.S. context. In Moody v. NetChoice, the Court explained how legislation regulating private platform curation of usergenerated content runs afoul of First Amendment protections. And, in Murthy v. Missouri, the Court appeared to erect significant hurdles to challenging alleged governmental coercion of such platforms. These cases have left many …

Rap Snitches: A New Framework To Evaluate Rap Lyrics And Creative Expressions As Evidence, Chris Kenefick

UC Law Journal

Rap music has earned its prominent place in American music culture.1 It provides a unique creative outlet for artists to share their experiences and criticize the systems in which they live. Rap lyrics, often metaphorical or exaggerated, have been weaponized by prosecutors to attack the character of artist-defendants at a level not seen with other modes of creative expression. The lyrics of an artist are turned against them in a manner that invites unfair prejudice and improper character evidence into legal proceedings. In the 2020s, major progress has been made to curb this practice, with several jurisdictions introducing legislation that …

Wide Nets, Heavy Burdens: Unpacking Executive Order 14105’S Final Rule, Breanna Li

UC Law Journal

Executive Order 14105 “Addressing United States Investments in Certain National Security Technologies and Products in Countries of Concern” was enacted to protect U.S. national security interests in light of China’s military technological growth. This Executive Order creates an outbound investment review program that restricts investments by a U.S. person into companies in specified countries operating in certain technology sectors. This Note will discuss the background of geopolitical tensions between the United States and China, review E.O. 14105, and argue that the program it creates results in burdensome unintended consequences to the U.S. economy. These unintended circumstances include: (1) high regulatory …

Insurance Under Fire: Assessing How California’S Insurance Industry Is Tackling The Wildfire Crisis And What’S Next, Mackenzie Paskerian

UC Law Journal

California is currently facing an insurance crisis. The increased impact of climate change, including extreme droughts and wildfires, poses new risks to the insurance industry, especially when it comes to homeowner’s insurance. Insurance providers have limited their homeowner coverage, with many companies leaving the state entirely due to the undervaluation of climate risk in the policies they provide. A so-called “climate insurance bubble” is already beginning to burst. The state’s last-resort public insurance program, the FAIR Plan, has expanded rapidly to fill in for the lack of insurance providers in the state. But because FAIR Plan policies are expensive and …

Religious Freedom & The Fertilized Egg, Rabea Benhalim

UC Law Journal

Anti-abortion activism and litigation have challenged established caselaw on the legality of in vitro fertilization (IVF) and the legal treatment of IVF fertilized eggs. These challenges rely on conservative Christian ideologies that full personhood occurs at fertilization. Litigation has primarily arisen out of wrongful death suits and divorce proceedings, wherein a party either has destroyed or seeks to dispose of frozen blastocysts. Some legislatures now seek to regulate the treatment of IVF fertilized eggs vis-á-vis legislation, as politicians increasingly seek to ban any destruction of human fertilized eggs by legally defining human life as beginning at fertilization. However, the question …

Brewing Solidarity: Rights Consciousness And Class Consciousness In Coffeeshop Organizing, Brishen Rogers

UC Law Journal

Almost ten thousand baristas have unionized since 2022 in cafes across the country. Their effort breaks with recent history in several respects. For example, baristas have used a novel “worker-to-worker organizing” model in which workers themselves—rather than union staff and leadership—design and manage campaigns. Also, while scholars and unionists have argued for decades that the National Labor Relations Board’s secret ballot elections process is a dead end, baristas have used that process quite effectively, winning over 85% of their elections against the major company involved. Through their organizing efforts, baristas have centered the issues and voices of LGBTQ+ workers and …

Dei: Definitely Earned It–A Review Of Contemporary Dei Initiatives Against Emerging Legal Frameworks, Joseph Cremona

UC Law Journal

Since 2024, Diversity, Equity, and Inclusion (DEI) programs have ignited a volatile political debate. Fierce opposition continues to attack their very existence. On one hand, proponents of DEI programs argue that such initiatives are a pivotal mechanism for ensuring that historically marginalized communities receive professional opportunities in America. On the other hand, opponents of DEI insist that these programs are detrimental because they prioritize the advancement of minority groups at the expense of their majority counterparts. With the recent enactment of multiple executive orders by President Trump, DEI programs have become the target of a plethora of lawsuits. These legal …

An Age Of Statutes Or An Age Of Executive Orders? Conflicting Judicial And Presidential Visions Of Policymaking, Daniel A. Farber

UC Law Journal

Two decades ago, then-Professor Elena Kagan hailed the era of presidential administration in which Presidents would launch major policy initiatives within the executive branch and end run congressional gridlocks. Since then, the President’s role in the regulatory state has snowballed. In his second term, President Donald Trump has used this authority to the utmost in a quantum leap in presidential administration. Paradoxically, the same Justices who have championed the unitary executive have created roadblocks to presidential policymaking. Overruling the Chevron doctrine, the Court has sought to cabin the role of agencies, and thus the newly supreme President, in statutory administration. …

Plan-B Activist Defense: Defending Animal-Rights Activists In Courtrooms Hostile To Political Argumentation, Hadar Aviram

Faculty Scholarship

In recent years, several animal rights activists faced criminal charges for rescuing animals from factory farms. The standard legal approach in these cases has been relying on the necessity defense, which has a long history in cases of civil disobedience and ideologically driven crime. Animal law scholarship on this topic tends to focus on explaining why the defense applies to open rescue. However, as recent trials have demonstrated, actual courtrooms in rural counties tend to be hostile to the necessity defense, and judges can and do rely on Supreme Court precedent to keep it out of the courtroom.

This Article's …

Embracing The Bot: Japan’S Love Affair With Ai Learning, Dan Rosen

UC Law SF International Law Review

No abstract provided.

“Foreign-Related Rule Of Law” And The Belt And Road Initiative: A Chinese Legal- Economic Synergy, Sungmin Kim

UC Law SF International Law Review

No abstract provided.

Shielding From Culpability: The Responsibility System In Eu’S Asylum And Migration Policy, Bjarne Bachmann

UC Law SF International Law Review

No abstract provided.

Masthead

UC Law SF International Law Review

No abstract provided.

Ai Governance In China: A Tale Of Three Digital Empires, Charles C. Wang, Siyi Lin, Xia Wu, Yiman Li

UC Law SF International Law Review

Since 2021, China has strategically expedited artificial intelligence (AI) legislation and refined algorithmic governance to compete with the US and the EU. The rapid growth of algorithm filing cases is a direct result of the “Made in China 2025” Initiative which prioritizes AI development driven by domestic leading tech companies like DeepSeek. As world-class digital powers, China, the US, and the EU diverge in their categorization of AI risks and adoption of regulatory measures. China’s centralized single-agency regulatory infrastructure differs from the multi-agency and decentralized governance models in the US and the EU, respectively. China does not impose the same …

The Legal Significance Of Gender Inclusive Language In The North Dakota Constitution, Paul Benjamin Linton

UC Law Constitutional Quarterly

No abstract provided.

To Insure Domestic Tranquility And Provide For The Common Defence: The Preamble’S Concern With Internal And External Threats, Stuart Ford

UC Law Constitutional Quarterly

No abstract provided.

Masthead

UC Law Constitutional Quarterly

No abstract provided.

Editor-In-Chief’S Foreword, Megan Stupi

UC Law Constitutional Quarterly

No abstract provided.

Default Is No Option: The Unconstitutionality Of The Debt Limit Law, Fred A. Slone

UC Law Constitutional Quarterly

This article demonstrates conclusively the unconstitutionality of a widely feared default on the public debt due to the debt limit.

First, we find that Article I of the Constitution granted Congress no power, express or implied, to provide for a default by the United States. Under the principles of constitutional law established by the Supreme Court in Marbury v. Madison (1803), any law outside the powers of Congress is void. Thus, the unconstitutionality of a default may be readily established pursuant to Article I, with additional support from the Tenth Amendment.

Furthermore, we find that the Fifth and Fourteenth Amendments …

Reevaluating Fourth Amendment Protections In The Digital Age, Tiffany Benjamin

UC Law Constitutional Quarterly

No abstract provided.