Law Commons^™

The Exit Structure Of Venture Capital, D. Gordon Smith

Faculty Scholarship

Venture capital contracts contain extensive provisions regulating exit by the venture capitalists. In this Article, Professor Smith employs financial contracting theory in conjunction with original data collected from 367 venture-backed companies to analyze these exit provisions. He concludes that the combination of exit provisions in a typical venture capital relationship serves to lock venture capitalists into the investment during the initial stage. In later stages of the relationship, the venture capitalists acquire increasing control over exit by securing additional seats on the board of directors and by obtaining contractual exit rights. The result is a sophisticated transfer of control from …

Workplace Flexibility 2010: Facts On Short Term Time Off, Jean Flatley Mcguire, Kaitlyn Kenney

Memos and Fact Sheets

Short Term Time Off (STO) refers to job-protected time away from the workplace (generally 5 days or less) to address anticipated or unexpected issues of limited duration. STO may be scheduled or unscheduled, depending on the underlying need. STO enables workers to address the routine and emergency situations that occur in everybody’s lives.

The need for STO may arise, for example, because a worker or worker’s child is sick or has a routine doctor’s appointment, because a worker has to wait for the plumber or apply for benefits or go to court, or because a worker needs to attend a …

Immigrant Entrepreneurs And Neighborhood Revitalization: Studies Of The Allston Village, East Boston And Fields Corner Neighborhoods In Boston, Ramon Borges-Mendez, Michael Liu, Paul Watanabe

Institute for Asian American Studies Publications

Although somewhat later than other major urban areas, Boston has been experiencing fundamental demographic changes. The 2000 Census reported that for the first time non-Hispanic whites constitute a minority of the city’s population. Subsequent Census estimates confirm an even stronger trend toward a rapidly diversifying population.

Immigration has been a major factor in this growth and diversification. A recent report shows that over the last 15 years more than 22,000 new immigrants have annually settled in Massachusetts. The foreign-born as a percentage of the population has grown from 9.4 percent in 1980 to 14.3 percent in 2004.

Spare The Rod, Spoil The Director? Revitalizing Directors' Fiduciary Duty Through Legal Liability, Lisa M. Fairfax

Faculty Scholarship

It appears that our society has tacitly agreed to spare corporate directors any significant legal liability—which includes both financial and incarceration—for failing to perform their duties as board members. Thus, over the last twenty years, there has been a virtual elimination of legal liability—particularly in the form of financial penalties—for directors who breach their fiduciary duty of care. This is true despite the fact that we entrust directors with the awesome responsibility of monitoring all of America's corporations as well as the officers and agents within those corporations. More surprisingly, this tacit agreement against legal liability for directors has persisted …

2005 Scholars And Artists Bibliography, Stephen D. Slane Dr., Michael Schwartz Library, Cleveland State University, Friends Of The Michael Schwartz Library

Scholars and Artists Bibliographies

This bibliography was created for the annual Friends of the Michael Schwartz Library Scholars and Artists Reception, recognizing scholarly and creative achievements of Cleveland State University faculty, staff and emeriti. Dr, Steve Slane was the guest speaker.

School Desegregation 50 Years After Brown: Misconceptions, Lessons Learned, And Hopes For The Future, Gary Orfield

Center for the Study of Ethics in Society Papers

Papers presented for the Center of the Study of Ethics in Society Western Michigan University.

Short Term Time Off Options For Federal Employees, Workplace Flexibility 2010, Georgetown University Law Center

Charts and Summaries of State, U.S., and Foreign Laws and Regulations

No abstract provided.

Short Term Time Off Options For Federal Employees, Workplace Flexibility 2010, Georgetown University Law Center

Charts and Summaries of State, U.S., and Foreign Laws and Regulations

No abstract provided.

The Fair Value Of Cornfields In Delaware Appraisal Law, Lawrence Hamermesh, Michael L. Wachter

All Faculty Scholarship

The Delaware Supreme Court’s opinions in Weinberger and Technicolor have left a troublesome uncertainty in defining the proper approach to the valuation of corporate shares. That uncertainty – increasingly important as going private mergers become more frequent – can be resolved by a blend of financial and doctrinal analysis. The primary problem—the potential opportunism by controlling shareholders in timing going private mergers—can be addressed by a more complete understanding of corporate finance. The definition of fair value must include not only the present value of the firm’s existing assets, but also the future opportunities to reinvest free cash flow, including …

Initial Interest Confusion: Standing At The Crossroads Of Trademark Law, Jennifer E. Rothman

All Faculty Scholarship

While the benchmark of trademark infringement traditionally has been a demonstration that consumers are likely to be confused by the use of a similar or identical trademark to identify the goods or services of another, a court-created doctrine called initial interest confusion allows liability for trademark infringement solely on the basis that a consumer might initially be interested, attracted, or distracted by a competitor's, or even a non-competitor's, product or service. Initial interest confusion is being used with increasing frequency, especially on the Internet, to shut down speech critical of trademark holders and their products and services, to prevent comparative …

Vol. Vi, Tab 38 - Ex. 31 - Survey Of Rosetta Stone Brand Health, Rosetta Stone

Rosetta Stone v. Google (Joint Appendix)

Exhibits from the un-sealed joint appendix for Rosetta Stone Ltd., v. Google Inc., No. 10-2007, on appeal to the 4th Circuit. Issue presented: Under the Lanham Act, does the use of trademarked terms in keyword advertising result in infringement when there is evidence of actual confusion?

What An Aging Workforce Can Teach Us About Workplace Flexibility: Population Pyramids For The United States, Robert Hutchens Phd

Charts and Summaries of State, U.S., and Foreign Laws and Regulations

No abstract provided.

What An Aging Workforce Can Teach Us About Workplace Flexibility: Labor Force Participation Rates Of Women Age 55 And Over, By Age Group, Annual Averages, 1963–2003, Robert Hutchens Phd

Charts and Summaries of State, U.S., and Foreign Laws and Regulations

No abstract provided.

What An Aging Workforce Can Teach Us About Workplace Flexibility: Labor Force Participation Rates Of Men Age 55 And Over, By Age Group, Annual Averages, 1963–2003, Robert Hutchens Phd

Charts and Summaries of State, U.S., and Foreign Laws and Regulations

No abstract provided.

Why Defer To Managers? A Strong-Form Efficiency Model, Richard E. Kihlstrom, Michael L. Wachter

All Faculty Scholarship

We compare the efficiency with which management discretion and shareholder choice regulate hostile tender offers. This is the first paper in a long running debate that rigorously compares these legal rules to analyze both the critical informational assumptions and the interplay of those assumptions with principles of financial market efficiency. A critical innovation of our model is its focus on an informed management’s choice among alternative corporate policies under the protection of the business judgment rule, but where agency costs exist. We assume that corporate assets and reinvestment opportunities are efficiently priced by financial markets, but that markets never learn …

Theories Of The Employment Relationship: Choosing Between Norms And Contracts, Michael L. Wachter

All Faculty Scholarship

In this paper, I analyze three types of labor market relationships that are prevalent in the economy - the external labor market that exists outside of firms, and the union and nonunion employment relationships that exist inside firms. The parties' relationships in each of these markets are markedly different from one another with respect to their use of contracts versus norms, their enforcement mechanisms, and their reliance on external competitive market pressures. Why do these very distinct forms exist? This paper provides an answer to this question. To be successful, each of the structures has to resolve problems of match-specific …

Project Labor Agreements And Construction In Maine, Bureau Of Labor Education. University Of Maine

Bureau of Labor Education

A Project Labor Agreement (PLA) is a comprehensive negotiated pre-hire contract for public or private-sector construction projects. A PLA generally includes mutually agreed-to work and wage rules for the duration of the project, including deadlines, wages, costs, production incentives, and hiring. Usually PLAs are between a developer or general contractor, labor unions, subcontractors, workers, and the employer or customer, who may be in the public or private sector.

The Effects Of Price Regulation On Pharmaceutical R&D And Innovation, Heather M. O'Neill, Lena Clarissa Crain

Business and Economics Faculty Publications

As rising health care expenditures focus government attention on slowing the growth, the pharmaceutical industry comes under increasing pressure to curb prices of ethical drugs. Pharmaceutical price regulations have been implemented in many countries to control pharmaceutical expenditures. Yet, creating innovative drugs requires enormous R&D costs, which in turn require adequate expected economic returns. Since price controls reduce profits and expected returns, as countries invoke stricter price regulations, firms will either move their R&D process into less regulated markets or move out of innovative R&D. This paper assesses the impact of drug price regulations in Japan compared to market-priced drugs …

Unilateral Refusals To License In The Us, Herbert J. Hovenkamp, Mark D. Janis, Mark A. Lemley

All Faculty Scholarship

Most antitrust claims relating to intellectual property involve challenges to agreements, licensing practices or affirmative conduct involving the use or disposition of the intellectual property rights or the products they cover. But sometimes an antitrust claim centers on an intellectual property owner's refusal to use or license an intellectual property right, perhaps coupled with efforts to enforce the intellectual property right against infringers. The allegation may be that the intellectual property right is so essential to competition that it must be licensed across the board, or that a refusal to license it to one particular party was discriminatory, or that …

"Offshore” Or “Shorn Off”: The Oecd’S Harmful Tax Competition Initiative And Development In Small Island Economies, Richard Woodward

Books/Book Chapters

The difficulties of developing and executing a sustainable development program in Small Island Economies (SIEs) are well documented. Comparatively small domestic markets, remote export markets, a dearth of natural and human resources, susceptibility to environmental change and natural disasters, plus limitations on the state’s capacity to govern economic activity have narrowed the range of feasible development strategies resulting in a reliance on sectors vulnerable to the vicissitudes of the global economy.

Stormwater Utility Fees: Considerations & Options For Interlocal Stormwater Working Group (Iswg), New England Environmental Finance Center

Economics and Finance

Stormwater utilities are a concept whose time seems to have arrived. Established by relatively few communities in the 1970s as a method of funding flood control measures, stormwater utilities now exist in over 400 municipalities and counties throughout the United States. During the next 10 years, their numbers are expected to swell dramatically – by one estimate to over 2,000 by the year 2014.

The reasons for this growth are multifold. Federal stormwater regulations passed in the 1980s (Phase I of the National Pollutant Discharge Elimination System Program, or NPDES), motivated many larger communities to seek alternative funding sources and …

The Exit Structure Of Strategic Alliances, D. Gordon Smith

Faculty Scholarship

Today, many biotechnology firms use strategic alliances to contract with other companies. This article contends that the governance structure of these alliances - specifically, the contractual board - provides an integrated restraint on opportunism. While an alliance agreement's exit structure could provide a check on opportunism by allowing the parties to exit at will, such exit provisions also can be used opportunistically. Most alliance agreements, therefore, provide for contractual lock in of the alliance partners, with only limited means of exit. Lock in, of course, raises its own concerns, and the contractual board - which typically is composed of representatives …

Technology For Justice Customers: Bridging The Digital Divide Facing Self-Represented Litigants, Ronald W. Staudt

All Faculty Scholarship

No abstract provided.

Limited Liability Companies And Estate Planning, Michael D. Larobina J.D., L.L.M.

WCBT Faculty Publications

Discusses court cases involving the use of limited liability companies as an estate planning tool in the U.S. Facts of the case of Estate of Strangi versus Commissioner; Stance of the court on the transfers made to the limited partnership; Impact of the case of Kimbell versus U.S. on the use of limited liability companies as estate planning vehicles.

Case Studies Of Local Boards And One-Stop Centers: Creative Involvement Of Community-Based Disability Organizations At One-Stop Career Centers, Jaimie Ciulla Timmons, Heike Boeltzig

Case Studies Series, Institute for Community Inclusion

The Workforce Investment Act (WIA) facilitates partnerships among organizations for more coordinated service delivery to all job seekers. Although the state Vocational Rehabilitation (VR) agency is the only disability agency or program that is a mandated partner under WIA, community-based disability organizations (CBOs) can also work with One-Stop Career Centers to enhance their capacity to support customers with disabilities. Through case study research, the Institute for Community Inclusion identified several models of involvement between CBOs and One-Stops. These models illustrate that organizations can be creative in developing their partner roles to meet the needs of both their staff and their …

Case Studies Of Local Boards And One-Stop Centers: Strategies For Maximizing Staff Competence When Supporting Job Seekers With Disabilities In One-Stop Career Centers, Allison Cohen Hall, Sheila Fesko

Case Studies Series, Institute for Community Inclusion

Since states began implementing the Workforce Investment Act (WIA) of 1998, One-Stop Career Centers have had to address the challenges of serving all customers seeking services, including job seekers with disabilities. To meet this challenge, many local One-Stops have demonstrated commitment to and progress towards creating innovative practices that positively affect access for job seekers with disabilities in the workforce system. The following brief is offered as a tool for local workforce systems to help achieve meaningful employment outcomes for job seekers with disabilities. This brief is part of a series of products offering practical solutions for Local Workforce Investment …

Case Studies Of Local Boards And One-Stop Centers: Tackling Fiscal Issues, Heike Boeltzig, Allison Cohen Hall

Case Studies Series, Institute for Community Inclusion

The Workforce Investment Act of 1998 (WIA) established a network of One-Stop Career Centers by integrating different employment and training services into one comprehensive workforce investment system. Within this environment, One-Stop partners are mandated to collaborate to create a seamless service delivery system that enhances access to services and improves employment outcomes for all individuals, including those with disabilities. WIA's intent was to establish local workforce development systems that would respond to their areas' specific needs with unique solutions and creative partnerships. In addition to service delivery, WIA encourages One-Stop partners to share in the operating costs of the One-Stop …

Case Studies Of Local Boards And One-Stop Centers: Levels Of Involvement Of State Vr Agencies With Other One-Stop Partners, Sheila Fesko, Doris Hamner

Case Studies Series, Institute for Community Inclusion

The Workforce Investment Act (WIA) emphasizes coordination and collaboration for better service delivery between state departments of Vocational Rehabilitation (VR) and other One-Stop partners. Although WIA's requirements for VR participation are clear, the parameters of this partnership are flexible and depend on a variety of factors within each state and local system. Defining the role of VR has had its challenges, as is the case for many partners in the WIA system. However, there are numerous examples of VR agencies working creatively to establish effective partnerships that positively influence services for job seekers with disabilities in the One-Stop system. The …

Case Studies Of Local Boards And One-Stop Centers: Underutilization Of One-Stops By People With Significant Disabilities, Doris Hamner, Jaimie Ciulla Timmons

Case Studies Series, Institute for Community Inclusion

The Workforce Investment Act (WIA) identifies individuals with disabilities as among the constituencies to be served by One-Stop Career Centers. Due to a variety of factors, including lack of an overall One-Stop data collection system, no clear way to identify disability in the system, and non-disclosure of disability by many customers, it is difficult to ascertain the exact level of One-Stop usage by people with disabilities. However, existing data sources and anecdotal evidence indicate that people with disabilities underutilize One-Stops. The number of people with disabilities that use One-Stops seems to be lower than what would be expected based on …

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

Faculty Publications

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 …