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Articles 31 - 60 of 209

Full-Text Articles in Law

The Importance Of The Business Judgment Rule, Bernard S. Sharfman Jan 2017

The Importance Of The Business Judgment Rule, Bernard S. Sharfman

Faculty Scholarship

No abstract provided.


A Private Ordering Defense Of A Company's Right To Use Dual Class Share Structures In Ipos, Bernard S. Sharfman Jan 2017

A Private Ordering Defense Of A Company's Right To Use Dual Class Share Structures In Ipos, Bernard S. Sharfman

Faculty Scholarship

No abstract provided.


Business Law Bulletin, Fall 2016 Oct 2016

Business Law Bulletin, Fall 2016

Business Law Bulletin

No abstract provided.


Yates V. United States: Floundering About In The Choppy Waters Of Statutory Interpretation, Lindsay Defrancesco Feb 2016

Yates V. United States: Floundering About In The Choppy Waters Of Statutory Interpretation, Lindsay Defrancesco

Maryland Law Review

No abstract provided.


The Social Enterprise Law Market, J. Haskell Murray Feb 2016

The Social Enterprise Law Market, J. Haskell Murray

Maryland Law Review

During the last seven years, over thirty states have passed at least one social enterprise statute. These social enterprise statutes allow the formation of a plethora of new entity types, including low-profit limited liability companies, benefit corporations, benefit limited liability companies, public benefit corporations, and social purpose corporations. Social enterprises have attracted increasing academic attention, but virtually nothing has been written on if and how states are competing for these entities. This Article attempts to fill that void, while also providing a history of the social enterprise forms, a comparative analysis, and recommendations for states that wish to engage in …


Disciplining Corporate Boards And Debtholders Through Targeted Proxy Access, Michelle M. Harner Jan 2016

Disciplining Corporate Boards And Debtholders Through Targeted Proxy Access, Michelle M. Harner

Faculty Scholarship

Corporate directors committed to a failed business strategy or unduly influenced by the company’s debtholders need a dissenting voice—they need shareholder nominees on the board. This article examines the bias, conflicts, and external factors that impact board decisions, particularly when a company faces financial distress. It challenges the conventional wisdom that debt disciplines management, and it suggests that, in certain circumstances, the company would benefit from having the shareholders’ perspective more actively represented on the board. To that end, the article proposes a bylaw that would give shareholders the ability to nominate directors upon the occurrence of predefined events. Such …


The First Amendment And The Corporate Civil Rights Movement, Tamara R. Piety Jan 2016

The First Amendment And The Corporate Civil Rights Movement, Tamara R. Piety

Journal of Business & Technology Law

No abstract provided.


Benefit Corporations: Providing A New Shield For Corporations With Ideals Beyond Profits, Kristin A. Neubauer Jan 2016

Benefit Corporations: Providing A New Shield For Corporations With Ideals Beyond Profits, Kristin A. Neubauer

Journal of Business & Technology Law

No abstract provided.


Gore Enterprise Holdings, Inc. V. Comptroller Of The Treasury: A Missed Opportunity To Remedy Maryland’S Disconnected Taxation Policy And Inimical Corporate Atmosphere, Skylar Ludwick Jun 2015

Gore Enterprise Holdings, Inc. V. Comptroller Of The Treasury: A Missed Opportunity To Remedy Maryland’S Disconnected Taxation Policy And Inimical Corporate Atmosphere, Skylar Ludwick

Maryland Law Review

No abstract provided.


The Value Of Soft Variables In Corporate Reorganizations, Michelle M. Harner Jan 2015

The Value Of Soft Variables In Corporate Reorganizations, Michelle M. Harner

Faculty Scholarship

When a company is worth more as a going concern than on a liquidation basis, what creates that additional value? Is it the people, management decisions, the simple synergies of the operating business, or some combination of these types of soft variables? And perhaps more importantly, who owns or has an interest in these soft variables? This article explores these questions under existing legal doctrine and practice norms. Specifically, it discusses the characterization of soft variables under applicable law and in financing documents, and it surveys related judicial decisions. It also considers the overarching public policy and Constitutional implications of …


A Training Partnership That Began With A Grant, Vernon Herron, Laura Hoch, Alexandra Podolny Oct 2014

A Training Partnership That Began With A Grant, Vernon Herron, Laura Hoch, Alexandra Podolny

Homeland Security Publications

No abstract provided.


The Emergence Of New Corporate Social Responsibility Regimes In China And India, Shruti Rana, Afra Afsharipour Jan 2014

The Emergence Of New Corporate Social Responsibility Regimes In China And India, Shruti Rana, Afra Afsharipour

Faculty Scholarship

In an era of financial crises, widening income disparities, and environmental and other calamities linked to corporations, calls for greater corporate social responsibility (“CSR”) are increasing rapidly around the world. Though CSR efforts have generally been viewed as voluntary actions undertaken by corporations, a new CSR model is emerging in China and India. In a marked departure from CSR as it is known in the United States and as it has been developing through global norms, China and India are moving towards mandatory, not voluntary, CSR regimes. They are doing so not only in a time of great global economic …


Stewardship In The Interests Of Systemic Stakeholders: Re-Conceptualizing The Means And Ends Of Anglo-American Corporate Governance In The Wake Of The Global Financial Crisis, Zhong Xing Tan Jan 2014

Stewardship In The Interests Of Systemic Stakeholders: Re-Conceptualizing The Means And Ends Of Anglo-American Corporate Governance In The Wake Of The Global Financial Crisis, Zhong Xing Tan

Journal of Business & Technology Law

No abstract provided.


Stuck Between A Rock And A Hard Place: Are Public Accounting Firms Subject To Diverging Standards Of Conduct Between Federal Courts And The Pcaob In Securities Fraud Claims?, Pierre Ciric Jan 2014

Stuck Between A Rock And A Hard Place: Are Public Accounting Firms Subject To Diverging Standards Of Conduct Between Federal Courts And The Pcaob In Securities Fraud Claims?, Pierre Ciric

Journal of Business & Technology Law

No abstract provided.


The Hang-Up With Hamburg: How Center For Food Safety V. Hamburg Will Alter The Food Industry, Joella Roland Jan 2014

The Hang-Up With Hamburg: How Center For Food Safety V. Hamburg Will Alter The Food Industry, Joella Roland

Journal of Business & Technology Law

No abstract provided.


Should Courts Do Behavioral Analysis Of Boardroom Conduct?, Dale A. Oesterle Jan 2014

Should Courts Do Behavioral Analysis Of Boardroom Conduct?, Dale A. Oesterle

Journal of Business & Technology Law

No abstract provided.


Policing The Social Media Water Cooler: Recent Nlrb Decisions Should Make Employers Think Twice Before Terminating An Employee For Comments Posted On Social Media Sites, Eric Raphan, Sean Kirby Jan 2014

Policing The Social Media Water Cooler: Recent Nlrb Decisions Should Make Employers Think Twice Before Terminating An Employee For Comments Posted On Social Media Sites, Eric Raphan, Sean Kirby

Journal of Business & Technology Law

No abstract provided.


Maryland's Social Networking Law: No "Friend" To Employers And Employees, Alexander Borman Jan 2014

Maryland's Social Networking Law: No "Friend" To Employers And Employees, Alexander Borman

Journal of Business & Technology Law

No abstract provided.


The Terrorism Risk Insurance Act: Time To End The Corporate Welfare, Robert J. Rhee Sep 2013

The Terrorism Risk Insurance Act: Time To End The Corporate Welfare, Robert J. Rhee

Faculty Scholarship

The terrorist attacks of September 11, 2001, inflicted enormous losses on the insurance industry and businesses. In the wake of the disruptions occurring in the insurance market at the time, the government enacted the Terrorism Risk Insurance Act of 2002 to create a “temporary” federal backstop against catastrophic losses. This program subsidized private risk with public funds through a cost-sharing program for which the government does not receive any compensation. The compelling need for the program was unclear even in the smoldering aftermath of 9/11. Yet in response to effective lobbying by the insurance industry and business interests, Congress has …


Corporate Culture And Erm, Michelle M. Harner Jul 2013

Corporate Culture And Erm, Michelle M. Harner

Faculty Scholarship

The attitudes and actions of those viewed as leaders within a company (commonly referred to as “tone at the top”) help to define corporate culture and are critical to implementing a successful enterprise risk management (ERM) program. This paper explores the challenges and benefits of creating a risk-aware corporate culture, including the potential legal implications for boards of directors.


The Potential Cost And Value Of Erm, Michelle M. Harner Mar 2013

The Potential Cost And Value Of Erm, Michelle M. Harner

Faculty Scholarship

The concept of enterprise risk managment (ERM) as a holistic approach to managing a company's risk profile has tremendous appeal. However, companies are frequently skeptical about its value and whether the results will justify the cost, effort, and challenges of implementing a meaningful ERM process. This report considers some of those concerns and highlights the governance, compliance, and cultural value of ERM.


Teaching Federal Corporate Law, Verity Winship Jan 2013

Teaching Federal Corporate Law, Verity Winship

Journal of Business & Technology Law

No abstract provided.


The Alien Tort Statute As Transnational Law, Jaye Ellis Jan 2013

The Alien Tort Statute As Transnational Law, Jaye Ellis

Maryland Journal of International Law

No abstract provided.


The Tort Foundation Of Duty Of Care And Business Judgment, Robert J. Rhee Jan 2013

The Tort Foundation Of Duty Of Care And Business Judgment, Robert J. Rhee

Faculty Scholarship

This Article corrects a misconception in corporation law – the belief that principles of tort law do not apply to the liability scheme of fiduciary duty. A board’s duty of care implies exposure to liability, but the business judgment rule precludes it. Tort law finds fault; corporation law excuses it. The conventional wisdom says that the tort analogy fails. This dismissal of tort prinicples is wrong. Although shareholder derivative suits and ordinary tort cases properly yield systemically antipodal outcomes, they are bound by a common analytical framework. The principles of board liability are rooted in tort doctrines governing duty, customs, …


Foreword, Robert J. Rhee Jan 2013

Foreword, Robert J. Rhee

Journal of Business & Technology Law

No abstract provided.


Shareholder Primacy In The Classroom After The Financial Crisis, David Millon Jan 2013

Shareholder Primacy In The Classroom After The Financial Crisis, David Millon

Journal of Business & Technology Law

No abstract provided.


Incorporating Litigation Perspectives To Enhance The Business Associations Course, Ann M. Scarlett Jan 2013

Incorporating Litigation Perspectives To Enhance The Business Associations Course, Ann M. Scarlett

Journal of Business & Technology Law

No abstract provided.


Teaching Citizens United V. Fec In The Introductory Business Associations Course, Michael D. Guttentag Jan 2013

Teaching Citizens United V. Fec In The Introductory Business Associations Course, Michael D. Guttentag

Journal of Business & Technology Law

No abstract provided.


Teaching Business Associations Law In The Evolving New Market Economy, Joan Macleod Heminway Jan 2013

Teaching Business Associations Law In The Evolving New Market Economy, Joan Macleod Heminway

Journal of Business & Technology Law

No abstract provided.


Teaching Business Law Through An Entrepreneurial Lens, Michelle M. Harner Jan 2013

Teaching Business Law Through An Entrepreneurial Lens, Michelle M. Harner

Journal of Business & Technology Law

The legal market has changed. Although change creates uncertainty and fear, it also can create opportunity. This essay explores the opportunity for innovation in the business law curriculum, and the role of simulation to help create more practice-aware new lawyers.