Law Commons^™

Assessing The Unethical Phenomenon Behind Hollywood’S Handshake Agreements, Daniel Rico

University of Miami Business Law Review

The Hollywood Film Industry has maintained a unique characteristic of allowing substantial capital investments to regularly proceed on the basis of oral (“handshake”) agreements.1 These handshake agreements result in an uncertain threat of legal enforcement and an increased exposure to contract liability. Nevertheless, handshake contracts have become so prevalent in Hollywood’s entertainment industry that no matter one’s opinion on the merits of using these contracts, attorneys have conformed to this longstanding tradition in order to stay competitive.

As a result, this longstanding practice of conducting business through handshake agreements has contributed to another time-honored Hollywood tradition: contract disputes. Hollywood’s flexible …

Unvested: How Equity And The Deferred Payment Gamble In Startups Shortchange Employees Targeted By Discrimination, Katie Black

University of Miami Law Review

The new American Dream is not limited to Silicon Valley. Startups span the nation. They exist in a vast array of sizes and ideologies. Nonetheless, by their very nature, startups are boundary-pushing enterprises. For all the world-altering good they can do, sometimes, that crashing-into-walls mentality comes at the price of pushing human and legal boundaries as well. While the entity tries to grow and create, almost hydraulically using what little human and financial capital it may have to build the once-impossible, startup employees can be left to bear the cost when it is their boundaries that are broken. Discrimination is …

Uber And The Need For Particularized Regulation, Kayla Marie Heckman

University of Miami Business Law Review

With technology constantly evolving, the law must evolve with it. Uber Technologies, Inc. (“Uber”) has transformed the transportation industry by making transportation readily available with the touch of a button on one’s mobile phone. Uber is now one of the leading companies in transportation and operates worldwide. While this expansion has been great for consumers, it has come with significant drawbacks and challenges. Uber threatens the taxi industry, the cities in which it operates, and even its own drivers. This Note will discuss how Uber’s rapid growth is disrupting transportation in major cities quicker than its impact can properly be …

Modernizing The Fair And Equitable Treatment Standards In The Energy Charter Treaty, Sydney Thurman-Baldwin

University of Miami Business Law Review

As oil and gas continue to be hot commodities for national economies, the number of international arbitrations in the energy sector has continued to rise in recent years. As the utilization of International Arbitration continues to rise in Energy disputes, so does the invocation of The Energy Charter Treaty (“ECT”). The ECT promotes inter-governmental cooperation with contracting parties in the energy sector through its provisions on investment protection, provisions on trade, transit of energy, energy efficiency, environmental protection and dispute resolution. These provisions are considered to be the cornerstone of the treaty, fostering a ‘level playing field’ for foreign investments …

Airdrops: “Free” Tokens Are Not Free From Regulatory Compliance, Bridgett S. Bauer Esq.

University of Miami Business Law Review

No abstract provided.

The United States: Big Data, Little Regulation, Megan Valent

University of Miami Business Law Review

In the United States today, there is no single law to address the privacy concerns associated with the collection of consumer data. Lawmakers have introduced policies that seek to address data privacy at the federal level, but Congress has not yet acted to create a comprehensive law to protect consumers. On the contrary, in 2016, the European Union passed its General Data Protection Regulation to address the dangers associated with “Big Data” and to give consumers control over their data.

Unfortunately, in the United States consumers are often unaware of how their data is being handled and what is done …

Smart Contracts: Implications On Liability And Competence, Ryan Hasting

University of Miami Business Law Review

Smart contracts are increasingly popular in business and law. Smart contracts are also becoming increasingly complex. Advances in technology allow smart contracts to handle far more intricate transactions than the traditional—and simple— vending machine example. With increased complexity comes increased responsibility. When parties rely on an attorney to review or draft a smart contract, that attorney must understand what he or she is reading or writing. Smart contracts, however, are not written in a language most attorneys can understand, let alone write. While a general description of the contract may be translated into plain English, the contract itself is written …

Bank Resolution And Creditor Distribution: The Tension Shaping Global Banking –Part Ii: The Cross-Border Dimension, David Ramos, Javier Solana

University of Miami Business Law Review

New bank resolution frameworks that aim to address the complex task of managing the collapse of a large financial institution stand in considerable tension with basic principles and policy objectives of insolvency law. In this two-part study, we present an analytical framework that aims at helping us understand how this tension can undermine the effectiveness of the new bank resolution frameworks. In the first part of this article, we introduced our three-layered framework and explored its first two layers: the group dimension, and the duality of crisis-prevention and crisis-management tools. In this Part II, we explore the last layer: the …

The Bleeding Edge: Theranos And The Growing Risk Of An Unregulated Private Securities Market, Theodore O'Brien

University of Miami Business Law Review

America’s securities laws and regulations, most of which were created in the early twentieth century, are increasingly irrelevant to the most dynamic emerging companies. Today, companies with sufficient investor interest can raise ample capital through private and exempt offerings, all while eschewing the public exchanges and the associated burdens of the initial public offering, public disclosures, and regulatory scrutiny. Airbnb, Inc., for example, quickly tapped private investors for $1 billion in April of 2020, adding to the estimated $4.4 billion the company had previouslyraised.2 The fundamental shift from public to private companies is evidenced by the so-called “unicorns,” the more …

Corporate Law And The Myth Of Efficient Market Control, William Wilson Bratton, Simone M. Sepe

Articles

In recent times, there has been an unprecedented shift in power from managers to shareholders, a shift that realizes the long-held theoretical aspiration of market control of the corporation. This Article subjects the market control paradigm to comprehensive economic examination and finds it wanting.

The market control paradigm relies on a narrow economic model that focuses on one problem only: management agency costs. With the rise of shareholder power, we need a wider lens that also takes in market prices, investor incentives, and information asymmetries. General equilibrium (GE) theory provides that lens. Several lessons follow from reference to this higher-order …