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Articles 1 - 26 of 26
Full-Text Articles in Law
Loophole Entrepreneurship, Brian M. Sirman
Loophole Entrepreneurship, Brian M. Sirman
Fordham Journal of Corporate & Financial Law
All entrepreneurs seek favorable legal or regulatory treatment for their businesses. Sometimes this leads an entrepreneur to build a business within a gap in the law—a loophole. In so doing, these “loophole entrepreneurs” may avoid steep regulatory compliance costs that otherwise would beset (or perhaps prohibit) their businesses, thereby gaining advantages over competitors. Despite these benefits, loophole entrepreneurship is fraught with risks. Loopholes, by nature, are fragile, and their contours are often uncertain. Moreover, the stigma of “exploiting a loophole” (which connotes unfairness or deception) can provoke ill will among competitors, policymakers, and the public.
The ranks of loophole entrepreneurs …
Expanding Mfw: Delaware Law Should Offer A Business Judgment Rule Safe Harbor For All Conflicted Controller Transactions, Alex Lindsey
Expanding Mfw: Delaware Law Should Offer A Business Judgment Rule Safe Harbor For All Conflicted Controller Transactions, Alex Lindsey
Fordham Journal of Corporate & Financial Law
While courts usually defer to a board’s business decisions under the business judgment rule, courts will apply a much less deferential standard of review due to loyalty concerns if a conflicted controller is involved in a business decision such as a merger. However, in Kahn v. M & F Worldwide (“MFW”) when a squeeze out merger was challenged by a minority stockholder, the Delaware Supreme Court reviewed the transaction under the deferential business judgment rule standard because the Court found that the structure of the transaction neutralized the controller loyalty concerns. Building on this reasoning, the Court developed a checklist …
Combating Anticompetitive Interlocks: Section 8 Of The Clayton Act As A Template For Small And Emerging Economies, Michael E. Jacobs
Combating Anticompetitive Interlocks: Section 8 Of The Clayton Act As A Template For Small And Emerging Economies, Michael E. Jacobs
Fordham International Law Journal
No abstract provided.
Three Major Risks Under The Foreign Corrupt Practices Act For U.S. Multinational Companies Doing Business In China, Daniel C. K. Chow
Three Major Risks Under The Foreign Corrupt Practices Act For U.S. Multinational Companies Doing Business In China, Daniel C. K. Chow
Fordham International Law Journal
No abstract provided.
The Unjustified Subsidy: Sovereign Wealth Funds The Foreign Sovereign Tax Exemption, Jennifer Bird-Pollan
The Unjustified Subsidy: Sovereign Wealth Funds The Foreign Sovereign Tax Exemption, Jennifer Bird-Pollan
Fordham Journal of Corporate & Financial Law
The taxation of Sovereign Wealth Funds in the United States is outmoded and due for reconsideration. Offering a tax exemption to the billion dollar investment funds owned by foreign governments is both unfair and ineffective. Founded in the principles of sovereign immunity, the foreign sovereign tax exemption, codified in I.R.C. § 892, fails to satisfy the Congressional goals that motivated its creation. This Article explains the current taxation of foreign sovereigns and, by extension, Sovereign Wealth Funds. It then illustrates that the current exemption is simultaneously too broad, providing a tax exemption for activities that are clearly nongovernmental activities, and …
Application Of The Concept Of Project Finance In Iraq- A Comparative And Analytical Study, Faris K. Nesheiwat
Application Of The Concept Of Project Finance In Iraq- A Comparative And Analytical Study, Faris K. Nesheiwat
Fordham Journal of Corporate & Financial Law
Many scholars and experts have addressed the issue of project finance, but one area that remains without detailed examination is its legal treatment under the legal systems of developing countries. The legal concepts applied under project finance are Western and are not necessarily identical to or compatible with legal concepts in Middle Eastern countries in general or Iraq in particular. In that sense, project finance is a transplanted legal concept when examined in the Middle Eastern legal framework. Although this Paper tackles the legal and strategic issues arising from the use of project finance in Iraq, its analysis and comparative …
The End Of The Internal Compliance World As We Know It, Or An Enhancement Of The Effectiveness Of Securities Law Enforcement? Bounty Hunting Under The Dodd-Frank Act's Whistleblower Provision, Justin Blount, Spencer Markel
The End Of The Internal Compliance World As We Know It, Or An Enhancement Of The Effectiveness Of Securities Law Enforcement? Bounty Hunting Under The Dodd-Frank Act's Whistleblower Provision, Justin Blount, Spencer Markel
Fordham Journal of Corporate & Financial Law
In the wake of Bernard Madoff’s $65 billion Ponzi scheme and the recent economic crisis stemming largely from loosely regulated subprime lending and mortgage-backed securities, President Obama signed the Dodd-Frank Wall Street Reform and Consumer Protection Act on July 21, 2010, signaling loudly and clearly that change is coming to Wall Street. But Wall Street is not the only one receiving a message. Buried deep within the 2,319 pages of the Dodd-Frank Act, companies can find Section 922, the whistleblower provision, which provides a bounty for whistleblowers who report securities violations to the Securities and Exchange Commission.These bounty provisions and …
Lessons From The Flash Crash For The Regulation Of High-Frequency Traders, Edgar Ortega Barrales
Lessons From The Flash Crash For The Regulation Of High-Frequency Traders, Edgar Ortega Barrales
Fordham Journal of Corporate & Financial Law
Are equity markets vulnerable to a sudden collapse if the traders who account for about half of the volume have no regulatory obligations to stabilize prices? After the “Flash Crash” of May 6, 2010, policymakers have resoundingly answered this question in the affirmative. During the worst of the crash, some of the so-called high-frequency trading firms that dominate equity markets stopped trading and prices collapsed, momentarily wiping out almost $1 trillion in market value. In response, the U.S. Securities and Exchange Commission is considering whether high-frequency trading firms should be required to act as the traders of last resort. This …
"The End Of The Beginning?": A Comprehensive Look At The U.N.'S Business And Human Rights Agenda From A Bystander Perspective, Jena Martin Amerson
"The End Of The Beginning?": A Comprehensive Look At The U.N.'S Business And Human Rights Agenda From A Bystander Perspective, Jena Martin Amerson
Fordham Journal of Corporate & Financial Law
With the endorsement of the Guiding Principles regarding the issue of business and human rights, an important chapter has come to a close. Beginning with the then U.N. Secretary-General’s “global compact” speech in 1999, the international legal framework for business and human rights has undergone tremendous change and progress. Yet, for all these developments, there has been no exhaustive examination in the legal academy of all of these events; certainly there is no one piece that discusses or analyzes all the major instruments that have been proposed and endorsed by the U.N. on the subject of business and its relationship …
Burning Down The House Or Simply Rolling The Dice: A Comment On Section 621 Of The Dodd-Frank Act And Recommendation For Its Implementation, Joshua R. Rosenthal
Burning Down The House Or Simply Rolling The Dice: A Comment On Section 621 Of The Dodd-Frank Act And Recommendation For Its Implementation, Joshua R. Rosenthal
Fordham Journal of Corporate & Financial Law
Section 621 of the Dodd-Frank Wall Street Reform and Consumer Protection Act modifies the Securities Act of 1933 to prohibit the underwriter, placement agent, initial purchaser, or sponsor, or any affiliate or subsidiary of any such entity of an asset-backed financial product from betting against that very product for one year after the product’s initial sale. The rule prohibits anyone who structures or sells an asset-backed security or a product composed of asset-backed securities from going short, in the specified timeframe, on what they have sold, and labels such transactions as presenting material conflicts of interest. This Comment discusses traces …
Perceptions Of The Future Of Bank Merger Antitrust: Local Areas Will Remain Relevant Markets, Gregory J. Werden
Perceptions Of The Future Of Bank Merger Antitrust: Local Areas Will Remain Relevant Markets, Gregory J. Werden
Fordham Journal of Corporate & Financial Law
No abstract provided.
Bridging The Gaps: How Cross-Disciplinary Training With Mbas Can Improve Transactional Education, Prepare Students For Private Practice, And Enhance University Life., Seth Freeman
Fordham Journal of Corporate & Financial Law
No abstract provided.
Protecting The New Face Of Entrepreneurship: Online Appropriate Dispute Resolution And International Consumer-To-Consumer Online Transactions, Ivonnely Colón-Fung
Protecting The New Face Of Entrepreneurship: Online Appropriate Dispute Resolution And International Consumer-To-Consumer Online Transactions, Ivonnely Colón-Fung
Fordham Journal of Corporate & Financial Law
No abstract provided.
Www.Foreign Corporation.Com: The United States Taxation Of International Business Transactions Conducted Over The Internet, Auri Weitz
Fordham Intellectual Property, Media and Entertainment Law Journal
No abstract provided.
The Little Train That Couldn't: Did The Pennsylvania Anti-Takeover Statute Fail To Protect Conrail From A Hostile Suitor?, David N. Hecht
The Little Train That Couldn't: Did The Pennsylvania Anti-Takeover Statute Fail To Protect Conrail From A Hostile Suitor?, David N. Hecht
Fordham Law Review
No abstract provided.
Perspectives On Human Nature And Their Implications For Business Organizations, Lewis D. Solomon
Perspectives On Human Nature And Their Implications For Business Organizations, Lewis D. Solomon
Fordham Urban Law Journal
Employing psychological principles to reform the structure and agendas of business organizations increases employee fulfillment. This Essay proposes changes in corporate structure in order to nurture employee's mental health in a way that also benefits companies by resulting in greater employee productivity. This Essay argues that the decentralization of business organizations and greater employee involvement in decision-making will improve both quality of life and the environment.
The Myth Of The Litigation Explosion, Randy M. Mastro
The Myth Of The Litigation Explosion, Randy M. Mastro
Fordham Law Review
The Litigation Explorsion: What Happened When America Unleashed the Lawsuit. By Walter K. Olson. Truman Talley Books: Dutton, 1991. Pp. 338. $24.95
Reverse Foia Suits After Chrysler: A New Direction, Stephen F. Hehl
Reverse Foia Suits After Chrysler: A New Direction, Stephen F. Hehl
Fordham Law Review
No abstract provided.
Reverse Foia Suits After Chrysler: A New Direction, Stephen F. Hehl
Reverse Foia Suits After Chrysler: A New Direction, Stephen F. Hehl
Fordham Law Review
No abstract provided.
Deductibility Of Treble Damage Payments As An Ordinary And Necessary Business Expense—The Future Of Revenue Ruling 64-224
Fordham Law Review
No abstract provided.
The Failing Company Doctrine: An Illusive Economic Defense Under Section 7 Of The Clayton Act, Richard E. Low
The Failing Company Doctrine: An Illusive Economic Defense Under Section 7 Of The Clayton Act, Richard E. Low
Fordham Law Review
No abstract provided.
The Professional Corporation, H. Bradley Jones
The Professional Corporation, H. Bradley Jones
Fordham Law Review
No abstract provided.
Valuation Of Dissenting Minorities' Shares Under Section 21 Of The New York Stock Corporation Law
Valuation Of Dissenting Minorities' Shares Under Section 21 Of The New York Stock Corporation Law
Fordham Law Review
No abstract provided.
Warming Up To Climate Change Risk Disclosure, Jeffrey M. Mcfarland
Warming Up To Climate Change Risk Disclosure, Jeffrey M. Mcfarland
Fordham Journal of Corporate & Financial Law
Investors are clamoring for companies to include more climate change risk disclosure in their periodic reports filed with the Securities and Exchange Commission (SEC). Yet public companies in the United States do a poor job of disclosing to investors how climate change affects their businesses. Although there have been several proposals for more voluntary disclosure of these risks and one petition for guidance from the SEC, these proposals are not effecting changes in disclosure practices quickly enough. This Article builds on existing proposals to create guidelines for mandatory climate change risk disclosure in periodic securities filings. The guidelines seek to …