Law Commons^™

Civil Rights And Shareholder Activism: Sec V. Medical Committee For Human Rights, Sarah C. Haan

Sarah Haan

This article builds upon the author's remarks at the 2018-2019 Lara D. Gass Annual Symposium: Civil Rights and Shareholder Activism at Washington and Lee University School of Law, February 15, 2019.

What does “corporate democracy” mean? How far does federal law go to guarantee public company investors a say in a firm’s policies on important social, environmental, or political issues? In 1972, the U.S. Supreme Court appeared ready to start sketching the contours of corporate democracy—and then, at the last minute, it pulled back. This Article tells the story of Securities and Exchange Commission v. Medical Committee for Human Rights …

The Emergence And Influence Of Transactional Practice Within Clinical Scholarship, Paul R. Tremblay

Paul R. Tremblay

This essay, in honor of the twenty-fifth anniversary of the founding of the Clinical Law Review, reflects on the gradual emergence, and the limited influence, of transactional practice within clinical scholarship as reflected by writing in the Clinical Law Review since 1994. The essay offers three observations. First, a review of the fifty or so published issues of the journal demonstrates that writing about transactional practice has increased demonstrably between 1994 and 2019. Second, that development notwithstanding, it appears that when writers, even in recent years, write about lawyering in some generalizable fashion, the examples that appear in those works …

Concept Release On Harmonization Of Securities Offering Exemptions; File Number S7-08-19, Robert Anderson, Samantha Prince, John Neil Conkle, Sarah Zomaya

Samantha J. Prince

No abstract provided.

Corporate Power And Campaign Finance, H. Kent Greenfield

Kent Greenfield

Chapter in a book about answers to the policy problems created by Citizens United, focusing on the possibility of using corporate governance to transform corporations into positive players in the public space.

Religion And For-Profit Corporations: A Real Issue Hidden By Flimsy Arguments, Nathan B. Oman

Nathan B. Oman

No abstract provided.

Thoughts On Religious Discrimination From The Cairo Geniza, Nathan B. Oman

Nathan B. Oman

No abstract provided.

Nineteenth Century Corporate Law: A New Lens For Religious Freedom Scholars, Nathan B. Oman

Nathan B. Oman

No abstract provided.

Markets, Religion, And The Limits Of Privacy, Nathan B. Oman

Nathan B. Oman

No abstract provided.

Tying Meets The New Institutional Economics: Farewell To The Chimera Of Forcing, Alan J. Meese

Alan J. Meese

No abstract provided.

The Team Production Theory Of Corporate Law: A Critical Assessment, Alan J. Meese

Alan J. Meese

No abstract provided.

Raising Rivals' Costs: Can The Agencies Do More Good Than Harm?, Alan J. Meese

Alan J. Meese

No abstract provided.

Monopoly Bundling In Cyberspace: How Many Products Does Microsoft Sell?, Alan J. Meese

Alan J. Meese

No abstract provided.

Price Theory, Competition, And The Rule Of Reason, Alan J. Meese

Alan J. Meese

Challenging traditional antitrust jurisprudence, Professor Alan J. Meese argues that the present structure of Rule of Reason analysis, applied pursuant to Standard Oil v. United States, has become outdated. The Rule of Reason as currently applied by the courts rests upon neoclassical price theory, an economic paradigm that assumes that legitimate competition consists of unbridled technological rivalry, unconstrained by nonstandard contracts. Recently, however, the Supreme Court has begun to apply a competing paradigm- Transaction Cost Economics-when determining whether a contract is unreasonable "per se" or instead deserving of Rule of Reason scrutiny. Professor Meese argues that Transaction Cost Economics more …

Liberty And Antitrust In The Formative Era, Alan J. Meese

Alan J. Meese

No abstract provided.

Limitations On Corporate Speech: Protection For Shareholders Or Abridgement Of Expression?, Alan J. Meese

Alan J. Meese

No abstract provided.

Don't Disintegrate Microsoft (Yet), Alan J. Meese

Alan J. Meese

No abstract provided.

Debunking The Purchaser Welfare Account Of Section 2 Of The Sherman Act: How Harvard Brought Us A Total Welfare Standard And Why We Should Keep It, Alan J. Meese

Alan J. Meese

The last several years have seen a vigorous debate among antitrust scholars and practitionersa bout the appropriates tandardf or evaluating the conduct of monopolists under section 2 of the Sherman Act. While most of the debate over possible standards has focused on the empirical question of each standard's economic utility, this Article undertakes a somewhat different task: It examines the normative benchmark that courts have actually chosen when adjudicating section 2 cases. This Article explores three possible benchmarks-producer welfare, purchaser welfare, and total welfare-and concludes that courts have opted for a total welfare normative approach to section 2 since the …

Antitrust Balancing In A (Near) Coasean World: The Case Of Franchise Tying Contracts, Alan J. Meese

Alan J. Meese

No abstract provided.

Up Close And Personal With Delaware, Darian M. Ibrahim, Brian J. Broughman

Darian M. Ibrahim

No abstract provided.

The New Exit In Venture Capital, Darian M. Ibrahim

Darian M. Ibrahim

No abstract provided.

The Unique Benefits Of Treating Personal Goodwill As Property In Corporate Acquisitions, Darian M. Ibrahim

Darian M. Ibrahim

Corporate acquisition talks may not get far if buyer and seller disagree over transaction structure, which can have significant after-tax effects. But the parties may have overlooked an item that, due to its potential tax treatment, could be the key to facilitating the acquisition. That item is the selling shareholder's "personal goodwill."

Personal goodwill exists when the shareholder's reputation, expertise, or contacts gives the corporation its intrinsic value. It is most likely to be found in closely held businesses, especially those that are technical, specialized, orprofessional in nature or have few customers and suppliers. If personal goodwill is treated as …

Solving The Everyday Problem Of Client Identity In The Context Of Closely Held Businesses, Darian M. Ibrahim

Darian M. Ibrahim

No abstract provided.

The (Not So) Puzzling Behavior Of Angel Investors, Darian M. Ibrahim

Darian M. Ibrahim

No abstract provided.

Should Angel-Backed Start-Ups Reject Venture Capital?, Darian M. Ibrahim

Darian M. Ibrahim

The conventional wisdom is that entrepreneurs seek financing for their high-growth, high-risk start-up companies in a particular order. They begin with friends, family, and "bootstrapping" (e.g., credit card debt). Next they turn to angel investors, or accredited investors (and usually ex-entrepreneurs) who invest their own money in multiple, early-stage start-ups. Finally, after angel funds run dry, entrepreneurs seek funding from venture capitalists (VCs), whose deep pockets and connections lead the startup to an initial public offering (IPO) or sale to a larger company in the same industry (trade sale).

That conventional wisdom may have been the model for start-up success …

How Do Start-Ups Obtain Their Legal Services?, Darian M. Ibrahim

Darian M. Ibrahim

This Essay is the first to examine, using responses to online surveys, the use of in-house versus outside counsel by rapid-growth start-up companies. It also explores, from the vantage point of the start-up’s entrepreneur, some reasons for that choice. The Essay tests several hypotheses derived from the economic and entrepreneurship literatures about the benefits of in-house versus outside counsel in the unique context of start-up firms.

Intrapreneurship, Darian M. Ibrahim

Darian M. Ibrahim

This Article on “intrapreneurship” has several goals. First, it points out that while much of the legal literature on innovation is concerned with startups (entrepreneurship), the innovation that takes place inside our largest corporations (intrapreneurship) is substantial, important, and understudied. Second, the Article observes that while large technology corporations that used to be startups may remain intrapreneurial in culture, intrapreneurship is less common in the aggregate than we might expect. Reasons include organizational bureaucracy, laws favoring entrepreneurship, and what Clayton Christensen (Harvard Business School) calls “the innovator’s dilemma.” The innovator’s dilemma is, put simply, that good management causes large corporations …

Individual Or Collective Liability For Corporate Directors?, Darian M. Ibrahim

Darian M. Ibrahim

Fiduciary duty is one of the most litigated areas in corporate law and the subject of much academic attention, yet one important question has been ignored: Should fiduciary liability be assessed individually, where directors are examined one-by-one for compliance, or collectively, where the board's compliance as a whole is all that matters? The choice between individual and collective assessment may be the difference between a director's liability and her exoneration, may affect how boards function, and informs the broader fiduciary duty literature in important ways. This Article is the first to explore the individual/collective question and suggest a systematic way …

Financing The Next Silicon Valley, Darian M. Ibrahim

Darian M. Ibrahim

Silicon Valley’s success has led other regions to attempt their own high-tech transformations, yet most imitators have failed. Entrepreneurs may be in short supply in these “non-tech” regions, but some non-tech regions are home to high-quality entrepreneurs who relocate to Silicon Valley due to a lack of local financing for their start-ups. Non-tech regions must provide local finance to prevent entrepreneurial relocation and reap spillover benefits for their communities. This Article compares three possible sources of entrepreneurial finance—private venture capital, state-sponsored venture capital, and angel investor groups—and finds that angel groups have distinct advantages when it comes to funding innovation …

Entrepreneurs On Horseback: Reflections On The Organization Of Law, Darian M. Ibrahim, D. Gordon Smith

Darian M. Ibrahim

“Law and entrepreneurship” is an emerging field of study. Skeptics might wonder whether law and entrepreneurship is a variant of that old canard, the Law of the Horse. In this Essay, we defend law and entrepreneurship against that charge and urge legal scholars to become even more engaged in the wide-ranging scholarly discourse regarding entrepreneurship. In making our case, we argue that research at the intersection of entrepreneurship and law is distinctive. In some instances, legal rules and practices are tailored to the entrepreneurial context, and in other instances, general rules of law find novel expression in the entrepreneurial context. …

Delaware’S Familiarity, Brian J. Broughman, Darian M. Ibrahim

Darian M. Ibrahim

No abstract provided.