Law Commons^™

Volume 26 Masthead

University of Pennsylvania Journal of Business Law

No abstract provided.

Women In Power: Clearing Pathways For Women To Rise To Positions Of Organizational Leadership, Cindy A. Schipani, Terry Morehead Dworkin, Bettina C.K. Binder

University of Pennsylvania Journal of Business Law

In 1973, Eleanor Sheldon became the first woman on the board of the organization that became Citicorp. A few years later she was also on the boards of Mobil Corporation and H.J. Heinz Company. She saw herself “as a beginning, not a token.” Despite this promising beginning, almost fifty years later, women are still often treated as tokens on a majority of boards. There have been several initiatives implemented in the last few years to help move beyond tokenism, however. Having women on boards means not only that more women are moving into positions of influence, but also, improved performance …

Vol. 26, No. 1 Table Of Contents

University of Pennsylvania Journal of Business Law

No abstract provided.

Tooley Brooks No Exceptions—Equity Dilution Is Direct, Christine J. Chen, Y. Carson Zhou

University of Pennsylvania Journal of Business Law

Today's corporate pie versus the "classical" view of equity dilution as a derivative claim.

Current Trends In Insider Trading Prosecutions, David Rosenfeld

University of Pennsylvania Journal of Business Law

No abstract provided.

Taxing Contractual Complexity, Michael Simkovic, Meirav Furth-Matzkin

University of Pennsylvania Journal of Business Law

Consumers rarely understand contracts offered by sellers. It does not make sense for consumers to invest in understanding these contracts because they are typically complex, time and attention are limited, and the value at stake is often low. Because consumers don’t understand contracts and information sharing among consumers is costly, sellers can profit by drafting contracts that harm consumers more than they benefit sellers. Sellers who would like to offer efficient contracts face competitive pressures not to do so because consumers who do not understand contracts cannot appreciate the benefits. Ideally, contracts would be simpler and easier to understand, but …

The Corporation In An Age Of Divisiveness, Peer Zumbansen

University of Pennsylvania Journal of Business Law

The debate around the public purpose of the corporation is not a new one. But it has flared up again recently due to widespread critique of deepening socio-economic inequality, corporate inequities regarding gender and race and the seeming inability of governments and businesses alike to adequately address the catastrophic impact of climate change. As the corporation holds a firmly established place in the universe of economic and financial affairs, it – like the markets in which it operates – is is typically depicted as a private affair. Any regulation of the corporation, thus, tends to be critiqued as an unjustified …

Breaking Down Silos: The Selection Of Corporate Headquarters' Locations By Businesses, Ronni Mok

University of Pennsylvania Journal of Business Law

No abstract provided.

Electronic Assent: Assuring The Review And Comprehension Of Contract Terms In Franchising, Robert W. Emerson

University of Pennsylvania Journal of Business Law

Franchisees often sign agreements without understanding the contract to which they have theoretically agreed. Digital business technology has become the norm across the world, however; and electronic contracts—e-contracts—come with a unique set of advantages—faster turnaround, seamless integration, increased flexibility—and also a unique set of challenges.

This Article considers the technological developments and ramifications of digital contracts and the resulting behavior of franchise parties. It briefly discusses acceptance and then delves into cases and legislation, both domestic and foreign, about different categories of electronic contracts. Finally, this Article examines technology’s impact on franchise contract formation. As the process becomes faster and …

The Sources And Consequences Of Disputes Over Contractual Meaning, Randy D. Gordon

University of Pennsylvania Journal of Business Law

With some frequency, parties agree to the particular words used in a contract they sign, only to later disagree as to the meaning of those words and their legal effect. That is, they each assent to something, but that “something” is something different for each of them. In this Article, I first categorize and trace the sources of recurring points of disagreement as a matter of language and linguistics. Then, I look at the consequences of a dispute that leads a fact finder to conclude that the parties genuinely did not agree to the same thing, which is to say …

No Perfect Solutions For Market Imperfection, Jeremy Kidd

University of Pennsylvania Journal of Business Law

Markets are imperfect, and the suboptimal results are frequently used to justify government regulation. Government regulation, however, is also imperfect, and the suboptimal results are, less-frequently, used to justify deregulatory efforts. Located between those poles is industry self-regulation, in which the industry is tasked with effectuating regulatory goals. Unfortunately, but perhaps not surprisingly, industry self-regulation is also imperfect. Industry members, when called on to engage in self-regulation, will face what Austrian economists call ‘the knowledge problem,’ but at lesser severity than full government regulation. Industry members will also face a variety of public choice pressures, and those pressures may be …

Woke Capital And The Ownership Of Enterprise, Charles Korsmo

University of Pennsylvania Journal of Business Law

We are in the midst of an unusually strong flare-up of the perennial debate over corporate purpose. Prominent voices in business, finance, and politics are once again challenging the view that boards and executives should manage corporations for the exclusive, or even primary, benefit of the stockholders. Most striking, however, is that powerful institutional investors—and a growing cadre of individual investors—are also endorsing the view that returns to stockholders should sometimes take a backseat to environmental, social, and governance concerns. This has led to the rise of “woke capital”—or “ESG” investing—where investors may pressure corporate management to behave in socially …

Contract And Fraud, Eric Zacks

University of Pennsylvania Journal of Business Law

This Article explores evolving contract drafting practices that attempt to disclaim or otherwise diminish fraud claims. In addition to robust integration clauses and disclaimers of reliance upon extracontractual representations and warranties, contracts now often expressly stipulate a narrow definition of what constitutes fraud and which individuals count for purposes of attributing fraud to a contract party. Uneven court support for such provisions is often premised upon the public policy against fraud. This traditional justification, however, may not adequately address the actual contracting situation, particularly where sophisticated parties knowingly agree to contractual limits on liability. On the other hand, freedom of …