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Business Organizations Law

2020

Institution
Keyword
Publication

Articles 1 - 30 of 122

Full-Text Articles in Law

Dr. Marye. Maida Order Denying Defendant Clerisy Corporation’S Motion For Interlocutory Injunction And Plaintiffs’ Motion For Judgment On The Pleadings, John J. Goger Dec 2020

Dr. Marye. Maida Order Denying Defendant Clerisy Corporation’S Motion For Interlocutory Injunction And Plaintiffs’ Motion For Judgment On The Pleadings, John J. Goger

Georgia Business Court Opinions

No abstract provided.


When Vertical Is Horizontal: How Vertical Mergers Lead To Increases In “Effective Concentration”, Serge Moresi, Steven C. Salop Dec 2020

When Vertical Is Horizontal: How Vertical Mergers Lead To Increases In “Effective Concentration”, Serge Moresi, Steven C. Salop

Georgetown Law Faculty Publications and Other Works

This article explains the inherent loss of an indirect competitor and reduction in competition when a vertical merger raises input foreclosure concerns. We then calculate a measure of the effective increase in the HHI measure of concentration for the downstream market, and we refer to this “proxy” measure as the “dHHI.” We derive the dHHI measure by comparing the pricing incentives and associated upward pricing pressure (“UPP”) involved in two alternative types of acquisitions: (i) vertical mergers that raise unilateral input foreclosure concerns (and the associated vertical GUPPI measures), and (ii) horizontal acquisitions of partial ownership interests among competitors that ...


Greenlife Energy Solutions Order Granting Defendants’ Motions For Summary Judgment And Order Finding Moot Defendants’ Motion In Limine To Exclude Plaintiff’S Expert Witness, Kelly Lee Ellerbee Dec 2020

Greenlife Energy Solutions Order Granting Defendants’ Motions For Summary Judgment And Order Finding Moot Defendants’ Motion In Limine To Exclude Plaintiff’S Expert Witness, Kelly Lee Ellerbee

Georgia Business Court Opinions

No abstract provided.


Greenlife Energy Solutions Order Denying Defendants’ Motion To Strike Patterson’S Third Affidavit, Kelly Lee Ellerbee Dec 2020

Greenlife Energy Solutions Order Denying Defendants’ Motion To Strike Patterson’S Third Affidavit, Kelly Lee Ellerbee

Georgia Business Court Opinions

No abstract provided.


Restoration: The Role Stakeholder Governance Must Play In Recreating A Fair And Sustainable American Economy A Reply To Professor Rock, Leo E. Strine Jr. Dec 2020

Restoration: The Role Stakeholder Governance Must Play In Recreating A Fair And Sustainable American Economy A Reply To Professor Rock, Leo E. Strine Jr.

Faculty Scholarship at Penn Law

In his excellent article, For Whom is the Corporation Managed in 2020?: The Debate Over Corporate Purpose, Professor Edward Rock articulates his understanding of the debate over corporate purpose. This reply supports Professor Rock’s depiction of the current state of corporate law in the United States. It also accepts Professor Rock’s contention that finance and law and economics professors tend to equate the value of corporations to society solely with the value of their equity. But, I employ a less academic lens on the current debate about corporate purpose, and am more optimistic about proposals to change our ...


A Babe In The Woods: An Essay On Kirby Lumber And The Evolution Of Corporate Law, Lawrence Hamermesh Dec 2020

A Babe In The Woods: An Essay On Kirby Lumber And The Evolution Of Corporate Law, Lawrence Hamermesh

Faculty Scholarship at Penn Law

This essay examines the development of corporate law during the time span of the author's career, focusing on the interrelated subjects of valuation, corporate purpose, and shareholder litigation.


United Sciences Order On Various Motions, John J. Goger Nov 2020

United Sciences Order On Various Motions, John J. Goger

Georgia Business Court Opinions

No abstract provided.


Antitrust And Platform Monopoly, Herbert J. Hovenkamp Nov 2020

Antitrust And Platform Monopoly, Herbert J. Hovenkamp

Faculty Scholarship at Penn Law

Are large digital platforms that deal directly with consumers “winner take all,” or natural monopoly, firms? That question is surprisingly complex and does not produce the same answer for every platform. The closer one looks at digital platforms the less they seem to be winner-take-all. As a result, competition can be made to work in most of them. Further, antitrust enforcement, with its accommodation of firm variety, is generally superior to any form of statutory regulation that generalizes over large numbers.

Assuming that an antitrust violation is found, what should be the remedy? Breaking up large firms subject to extensive ...


Dispute Settlement Under The African Continental Free Trade Area Agreement: A Preliminary Assessment, Olabisi D. Akinkugbe Nov 2020

Dispute Settlement Under The African Continental Free Trade Area Agreement: A Preliminary Assessment, Olabisi D. Akinkugbe

Articles, Book Chapters, & Popular Press

The African Continental Free Trade Area Agreement (AfCFTA) will add a new dispute settlement system to the plethora of judicial mechanisms designed to resolve trade disputes in Africa. Against the discontent of Member States and limited impact the existing highly legalized trade dispute settlement mechanisms have had on regional economic integration in Africa, this paper undertakes a preliminary assessment of the AfCFTA Dispute Settlement Mechanism (DSM). In particular, the paper situates the AfCFTA-DSM in the overall discontent and unsupportive practices of African States with highly legalized dispute settlement systems and similar WTO-Styled DSMs among other shortcomings. Notwithstanding the transplantation of ...


Whitman And The Fiduciary Relationship Conundrum, Lisa Fairfax Nov 2020

Whitman And The Fiduciary Relationship Conundrum, Lisa Fairfax

Faculty Scholarship at Penn Law

While the law on insider trading has been convoluted and, in Judge Jed S. Rakoff’s words, “topsy turvy,” the law on insider trading is supposedly clear on at least one point: insider trading liability is premised upon a fiduciary relationship. Thus, all three seminal U.S. Supreme Court cases articulating the necessary elements for demonstrating any form of insider trading liability under § 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934 made crystal clear that a fiduciary relationship represented the lynchpin for such liability.

Alas, insider trading law is not clear about the source from which ...


Strategic Jubilee Holdings Order On Plaintiffs’ Motion For Partial Summary Judgment, Kelly Lee Ellerbee Oct 2020

Strategic Jubilee Holdings Order On Plaintiffs’ Motion For Partial Summary Judgment, Kelly Lee Ellerbee

Georgia Business Court Opinions

No abstract provided.


Toward Racial Equality: The Most Important Things The Business Community Can Do, Leo E. Strine Jr. Oct 2020

Toward Racial Equality: The Most Important Things The Business Community Can Do, Leo E. Strine Jr.

Faculty Scholarship at Penn Law

In this address, former Chief Justice Strine kicked-off an important series, the Conference on Racial Equity in Corporate Governance, co-sponsored by the Millstein Center for Global Markets and Corporate Governance, Columbia Law School; the Institute for Law & Economics, University of Pennsylvania; the Rock Center for Corporate Governance, Stanford University; and the Stanford Center for Racial Justice, Stanford Law School.

The address explains the importance of institutional investors and corporations contributing to ending the persistent inequality suffered by black Americans. And it focuses on the reality that we would have made huge strides toward closing the race gap if our corporate governance and political systems ...


Competitive Harm From Vertical Mergers, Herbert J. Hovenkamp Oct 2020

Competitive Harm From Vertical Mergers, Herbert J. Hovenkamp

Faculty Scholarship at Penn Law

The antitrust enforcement Agencies' 2020 Vertical Merger Guidelines introduce a nontechnical application of bargaining theory into the assessment of competitive effects from vertical acquisitions. The economics of such bargaining is complex and can produce skepticism among judges, who might regard its mathematics as overly technical, its game theory as excessively theoretical or speculative, or its assumptions as unrealistic.

However, we have been there before. The introduction of concentration indexes, particularly the HHI, in the Merger Guidelines was initially met with skepticism but gradually they were accepted as judges became more comfortable with them. The same thing very largely happened again ...


Stewardship 2021: The Centrality Of Institutional Investor Regulation To Restoring A Fair And Sustainable American Economy, Leo E. Strine Jr. Oct 2020

Stewardship 2021: The Centrality Of Institutional Investor Regulation To Restoring A Fair And Sustainable American Economy, Leo E. Strine Jr.

Faculty Scholarship at Penn Law

In this essay, which formed the basis for the luncheon keynote speech at the Rethinking Stewardship online conference presented by the Ira M. Millstein Center for Global Markets and Corporate Ownership at Columbia Law School and ECGI, the European Corporate Governance Institute, the essential, but not sufficient, role of regulation to promote more effective stewardship by institutional investors is discussed. To frame specific policy recommendations that align the responsibilities of institutional investors with the best interests of their human investors in sustainable wealth creation, environmental responsibility, the respectful treatment of stakeholders, and, in particular, the fair pay and treatment of ...


J.P. Carey Enterprises Amended Order On Cross Motions For Summary Judgment, Kelly Lee Ellerbee Oct 2020

J.P. Carey Enterprises Amended Order On Cross Motions For Summary Judgment, Kelly Lee Ellerbee

Georgia Business Court Opinions

No abstract provided.


Compensation For The Players: An Analysis Of The Compensation Of An Ncaa Athlete, Michael A. Bongiovanni Oct 2020

Compensation For The Players: An Analysis Of The Compensation Of An Ncaa Athlete, Michael A. Bongiovanni

Online Blog

No abstract provided.


Notice Risk And Registered Agency, Andrew K. Jennings Oct 2020

Notice Risk And Registered Agency, Andrew K. Jennings

Faculty Scholarship

No abstract provided.


The Effect Of Green Announcements On Stock Returns Of New Zealand Listed Companies, David K. Ding Oct 2020

The Effect Of Green Announcements On Stock Returns Of New Zealand Listed Companies, David K. Ding

Research Collection Lee Kong Chian School Of Business

The purpose of this paper is to investigate the effect of corporate green announcements on the stock performance of listed companies in New Zealand. We find that the market has a positive, though not significant, reaction to the announcements. New Zealand companies are largely viewed to be already quite green at the onset and the market is not very much surprised by such announcements but expect them to continue being green. Our results are consistent with the view that to be green is costly, especially so in a developed economy where the cost of doing business is high. Our findings ...


The Revival Of Respondeat Superior And Evolution Of Gatekeeper Liability, Rory Van Loo Oct 2020

The Revival Of Respondeat Superior And Evolution Of Gatekeeper Liability, Rory Van Loo

Faculty Scholarship

In an era of servants and masters, respondeat superior emerged to hold the powerful accountable for the acts of those they control. That doctrine’s significance has only grown in an economy driven by large corporations that rely heavily on legions of subsidiaries and independent contractors, such as banks deploying independent call centers, oil companies using drilling contractors, and tech platforms connecting consumers to app developers. It is widely believed that firms can avoid third- party liability for many laws by outsourcing or creating subsidiaries.

This Article shows that common narratives of the demise of third-party liability are incomplete. Respondeat ...


Global Cellular Order Denying Staymobile’S Motion To Retroactively Extend The Deadline For Its Responses And Objections, Kelly Lee Ellerbee Sep 2020

Global Cellular Order Denying Staymobile’S Motion To Retroactively Extend The Deadline For Its Responses And Objections, Kelly Lee Ellerbee

Georgia Business Court Opinions

No abstract provided.


Greenlife Energy Solutions Order On Plaintiff’S Motion To Compel Production Of Documents, Kelly Lee Ellerbee Sep 2020

Greenlife Energy Solutions Order On Plaintiff’S Motion To Compel Production Of Documents, Kelly Lee Ellerbee

Georgia Business Court Opinions

No abstract provided.


Empirical Data On How Investors Are Harmed When Companies Do Not Disclose Information About Violence And Lack Of Indigenous Consent, Shin Imai, Sarah-Grace Ross Sep 2020

Empirical Data On How Investors Are Harmed When Companies Do Not Disclose Information About Violence And Lack Of Indigenous Consent, Shin Imai, Sarah-Grace Ross

Articles & Book Chapters

No abstract provided.


J.P. Carey Enterprises Order Granting Defendant Cuentas’S Motion To Strike, Kelly Lee Ellerbee Sep 2020

J.P. Carey Enterprises Order Granting Defendant Cuentas’S Motion To Strike, Kelly Lee Ellerbee

Georgia Business Court Opinions

No abstract provided.


Shareholder Value(S): Index Fund Esg Activism And The New Millennial Corporate Governance, David Webber, Michal Barzuza, Quinn Curtis Sep 2020

Shareholder Value(S): Index Fund Esg Activism And The New Millennial Corporate Governance, David Webber, Michal Barzuza, Quinn Curtis

Faculty Scholarship

Major index fund operators have been criticized as ineffective stewards of the firms in which they are now the largest shareholders. While scholars debate whether this passivity is a serious problem, index funds’ generally docile approach to ownership is broadly acknowledged.

However, this Article argues that the notion that index funds are passive owners overlooks an important dimension in which index funds have demonstrated outspoken, confrontational, and effective stewardship. Specifically, we document that index funds have taken a leading role in challenging management and voting
against directors in order to advance board diversity and corporate sustainability. We show that index ...


Stock Buybacks: Some Old Norm Should Remain New, Wei Zhang Sep 2020

Stock Buybacks: Some Old Norm Should Remain New, Wei Zhang

Research Collection School Of Law

Corporate payouts, especially through stock buybacks, are never short of critics. COVID-19 has simply energized them further. From the energy industry to airlines and banks, US public companies are blamed for ensnaring themselves into the abysmal crisis in the midst of COVID-19 by handing out cashes extravagantly to buy back stocks years before. However, as astutely pointed out by Professors Jesse Fried and Charles Wang, the critics did not get the facts right even before COVID-19. After taking into consideration the amount of newly raised capital through equity or debt issuances, the cumulative net payouts by US public companies between ...


Shareholders’ Rights And Corporate Meetings Post Covid‐19, Christopher Chao-Hung Chen Sep 2020

Shareholders’ Rights And Corporate Meetings Post Covid‐19, Christopher Chao-Hung Chen

Research Collection School Of Law

This short paper reflects on corporate governance and shareholders’ rights during and following the COVID-19 pandemic. The lockdown has affected the way companies’ organs operate. It is unfortunate that the pandemic took place around the critical time of year when most companies hold annual shareholders’ meetings (or general meetings). How, then, can shareholders exercise their rights? How can the board of directors and senior management function during the lockdown period? Technology naturally provides a solution, similar to online teaching and working from home. However, do virtual and remote meetings serve the purpose of having those meetings? Even when we get ...


The Value Of Insolvency Law In The Covid‐19 Crisis, Aurelio Gurrea-Martinez Sep 2020

The Value Of Insolvency Law In The Covid‐19 Crisis, Aurelio Gurrea-Martinez

Research Collection School Of Law

The COVID-19 pandemic not only has generated a social, humanitarian and public health crisis but it has also led to the worst recession the world’s economy has experienced since the Great Depression.283 As a response to the economic challenges generated by the COVID-19 crisis, many countries are responding with a variety of legal and economic measures that seek to support businesses, employees, and households


Covid‐19 And The Spotlight On Stakeholderism, Pearlie Koh Sep 2020

Covid‐19 And The Spotlight On Stakeholderism, Pearlie Koh

Research Collection School Of Law

The global disrupter that is COVID-19 has profoundly impacted human life on earth. Lives and livelihoods have been lost. But even for those amongst us fortunate enough to escape such calamity, significant adjustments have had to be made to the ways in which we live, play and work. As the United Nations noted, “[t]his is much more than a health crisis. It is a human, economic and social crisis. The coronavirus disease … is attacking societies at their core”.


Behavioral Lessons For Antitrust Enforcement, Avishalom Tor Aug 2020

Behavioral Lessons For Antitrust Enforcement, Avishalom Tor

Faculty Lectures and Presentations

These are lecture slides to accompany a virtual lecture.

Avishalom Tor, professor and director of the Research Program on Law and Market Behavior at Notre Dame Law School, delivered this lecture to lawyers and economists of the Department of Justice’s antitrust division in Washington D.C. and throughout the country in the summer of 2020.

The lecture provides a systematic review of the lessons empirical behavioral findings offer to antitrust law, enforcement, and policy. Professor Tor introduces key findings of behavioral antitrust and explores their implications for doctrine and enforcement across the field, in areas ranging from horizontal restraints ...


Compliance Management Systems: Do They Make A Difference?, Cary Coglianese, Jennifer Nash Aug 2020

Compliance Management Systems: Do They Make A Difference?, Cary Coglianese, Jennifer Nash

Faculty Scholarship at Penn Law

Regulatory compliance is vital for promoting the public values served by regulation. Yet many businesses remain out of compliance with some of the regulations that apply to them—presenting not only possible dangers to the public but also exposing themselves to potentially significant liability risk. Compliance management systems (CMSs) may help reduce the likelihood of noncompliance. In recent years, managers have begun using CMSs in an effort to address compliance issues in a variety of domains: environment, workplace health and safety, finance, health care, and aviation, among others. CMSs establish systematic, checklist-like processes by which managers seek to improve their ...