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Articles 1 - 13 of 13
Full-Text Articles in Law
The Social Costs Of Dividends And Share Repurchases, J.B. Heaton
The Social Costs Of Dividends And Share Repurchases, J.B. Heaton
The Journal of Business, Entrepreneurship & the Law
A long-held view in the academy is that shareholders are "residual claimants” in the sense that shareholders are paid in full only after the corporation pays its creditors. The reality on the ground is far different. Corporations give assets away to their shareholders long before they have satisfied creditors, both voluntary contract creditors and involuntary tort creditors. In particular, existing U.S. corporate and voidable transfer laws allow corporations to pay dividends and make share repurchases up to the point where the corporation is insolvent or nearly so. Voluntary creditors can limit dividends and share repurchases by contract, but involuntary creditors …
Recent Developments Concerning The Purchase Of Consumer Debt; Defining Potential Problems And Proposals For Suggested Solutions, Gerald A. Williams
Recent Developments Concerning The Purchase Of Consumer Debt; Defining Potential Problems And Proposals For Suggested Solutions, Gerald A. Williams
The Journal of Business, Entrepreneurship & the Law
No abstract provided.
The Hierarchy Of Priority, Paul Wangerin
The Hierarchy Of Priority, Paul Wangerin
The Journal of Business, Entrepreneurship & the Law
The analysis in this article suggests that there is a hierarchy of priorities in Article 9 of the UCC and that this hierarchy is relatively simple to describe. The analysis here describes this hierarchy by engaging in a two-part analysis. Part I suggests that the rules for priorities in Article 9 come out of the interaction of a number of variables, variables that are well-known to everybody who is familiar with Article 9. Part II suggests that the variables described in Part I allow us to put all of the important rules about priorities into a simple chart that shows …
Can You Ever Disclaim An Express Warranty?, Kurt M. Saunders
Can You Ever Disclaim An Express Warranty?, Kurt M. Saunders
The Journal of Business, Entrepreneurship & the Law
Article 2 of the Uniform Commercial Code (UCC) recognizes both express warranties and implied warranties of quality in the sale of goods. Within specific limits, the UCC permits sellers to exclude or modify implied warranties. When it comes to disclaiming express warranties, however, the UCC is not so explicit. However, sellers of goods sometimes inquire about the possibility of doing so and whether such disclaimers are enforceable. This essay attempts to answer these questions.
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 …
It Looks Like A Sale; It Quacks Like A Sale…But It's Not? An Argument For The Application Of The Duck Test In A Digital First Sale Doctrine, Matthew J. Turchyn
It Looks Like A Sale; It Quacks Like A Sale…But It's Not? An Argument For The Application Of The Duck Test In A Digital First Sale Doctrine, Matthew J. Turchyn
The Journal of Business, Entrepreneurship & the Law
What are you purchasing when you buy a print of Picasso's Guernica? The piece of paper it is printed on, several courts have replied. In these instances, courts have created a pragmatic legal fiction that allows for the transfer of a copy of a work while the author retains his or her rights and privileges under copyright law. Therefore, the purchaser of the Guernica print could resell his or her legally created print of the painting on the secondary market. This is the essence of the First Sale Doctrine of the U.S. Copyright Act. This practice breaks down, however, when …
Explaining Adversarial Boilerplate Language In The Battle Of The Forms: Are Consequential Damages In The U.C.C. Gap Fillers A Penalty Default Rule?, Ryan Griffee
The Journal of Business, Entrepreneurship & the Law
In this article, game theory is applied to the battle of the forms and related scenarios to explain Daniel Keating’s observations, reported in the article “Exploring the Battle of the Forms in Action,” 98 MICH. L. REV. 2678 (2000). The first of the two major findings in this article is that there is a game-theoretic reason drafters of boilerplate language should use adversarial, U.C.C. § 2-207(1) proviso-conforming language, namely, to ensure that clients receive terms that are no worse than the default U.C.C. gap fillers. The second major finding is that there is a penalty default rule in contract law. …
The Development Of The Commercial Judicial System In Uganda: A Study Of The Commercial Court Division, High Court Of Uganda, Geoffrey Kiryabwire
The Development Of The Commercial Judicial System In Uganda: A Study Of The Commercial Court Division, High Court Of Uganda, Geoffrey Kiryabwire
The Journal of Business, Entrepreneurship & the Law
No abstract provided.
Financial Considerations When Owning And Selling A Business, David G. Adishian
Financial Considerations When Owning And Selling A Business, David G. Adishian
The Journal of Business, Entrepreneurship & the Law
No abstract provided.
Baby Boomers' And The Branding Of Political Speech: An Unintended Consequence Of Bono's Red Campaign, Robert Koulish
Baby Boomers' And The Branding Of Political Speech: An Unintended Consequence Of Bono's Red Campaign, Robert Koulish
The Journal of Business, Entrepreneurship & the Law
No abstract provided.