Law Commons^™

Corporate Natural Law: The Dominance Of Justice In A Codified World, Stuart R. Cohn

Stuart R. Cohn

One tends to think of corporate law as quite formalistic, bound by corporate statutes, articles of incorporation, bylaws, and customary rules of commercial conduct. While many aspects of corporate law are indeed so rule-bound, the truth is that the major issues facing directors, officers and shareholders, ranging from fiduciary duties to minority rights, are generally determined by much more amorphous principles of equity. Hence the notion of “corporate natural law.”

The Non-Merger Virtual Merger: Is Corporate Law Ready For Virtual Reality?, Stuart Cohn

Stuart R. Cohn

The term virtual mergers describes the relatively recent phenomenon of companies entering into contractual arrangements that are functionally, but not legally, equivalent to mergers prescribed by corporate statutes. Virtual mergers usually involve the shared use of assets contributed by each of the companies. A central element of the transaction is that the two companies remain legally independent, each with its own directors, officers, and shareholders. The arrangements can usually be terminated by either party, allowing each company to return to the status quo ante or exercise buyout rights if contractually provided. Although virtual mergers have occurred among public companies in …

The Worst Of Both Worlds: The Wild West Of The “Legal” Marijuana Industry, Luke Scheuer

Luke M Scheuer

As states have legalized marijuana, they have created a booming industry that operates in violation of the federal Controlled Substances Abuse Act. Like the tobacco and alcohol industries, this new legal marijuana industry has the potential to do great harm to American consumers and communities if it is not disciplined and restrained in how it sells and develops its products. Unfortunately the federal government has not yet stepped in to regulate the industry and state governments have imposed only limited controls. In addition, because of the increased threat of criminal and civil liability hanging over the industry, it has been …

Are "Legal" Marijuana Contracts "Illegal"?, Luke M. Scheuer

Luke M Scheuer

The “Legal” Marijuana Industry's Challenge For Business Entity Law, Luke M. Scheuer

Luke M Scheuer

In recent years many states have legalized the use and sale of marijuana for medical or even recreational purposes. This has led to the booming growth of a “legal” marijuana industry. Businesses openly growing and selling marijuana products to the consuming public are faced with some unusual legal hurdles. Significantly, although the sale of marijuana may be legal at the state level, it is still illegal under federal law. This article explores the conflict between state and federal marijuana laws from a business entity law perspective. For example, managers owe a fiduciary duty of good faith to their businesses and …