Business Organizations Law Commons^™

Les Banques Libanaises Sont-Elles En État De Cessation De Payement ?, Antoine Fares Eid

Proche-Orient, Études juridiques

To the question : “Are the Lebanese banks in cessation of payment ?”, the answer is obviously yes according to both the special definition of the cessation of payment of banks in the Intra law no. 2/1967, and the general definition of the “cessation of payment” in the Code of commerce (article 489). The legal scrutiny so confirms the common “feeling” of obvious bankruptcy of the banks for almost three years. In parallel, are refuted the exceptions opposed by the banks, such as the alleged payment by cheques which are actually “cheques sans provision”, or “ …

Selective Flexibility: The Hidden Evolution Of Startup Corporate Law, Alvaro Pereira

Cardozo Law Review

This Article challenges the longstanding assumption that corporate law is largely irrelevant to non-listed companies and venture capital ( “VC”). Through a novel cross-country legal index covering twenty years and twelve jurisdictions, this Article shows that corporate laws have evolved through a process of “selective flexibility,” where certain legal barriers to VC deals are lifted, while others are stealthily preserved. For example, numerous reforms have enabled multiple-vote shares, but few have authorized the customization of board powers, limiting the universe of founder-investor agreements—and, ultimately, the development of startup ecosystems and VC markets.

Drawing on a comprehensive dataset of billion -dollar …

Unlocking The Corporate Governance Potential Of Mutual Fund Investors, Jeffrey Manns

Nevada Law Journal

America’s mutual fund governance has long consisted of a system of money manager dominance and shareholder impotence. While mutual funds pool together unprecedented sums of capital, investors historically have had no meaningful role in governance and have faced a choice of “love it or leave it” when it comes to their investments in mutual funds.

The controversy over mutual fund managers’ advocacy of Environmental, Social, and Governance (ESG) principles in portfolio companies has reinvigorated interest in repairing the dysfunctional principal-agent relationship between investors and money managers. The management of BlackRock, the world’s largest money manager, ignited an ESG voting controversy …

Outbound Investment Restrictions And International Law’S Challenge, Harlan Grant Cohen

Seattle University Law Review

The Outbound Investment Rule, restricting U.S. investment in certain Chinese advanced technology sectors, has largely been portrayed as an incremental measure, a modest extension to fill loopholes in the existing investment screening regime. But while perhaps the logical next step in the securitization of the economy, the Outbound Investment Rule actually reflects a momentous shift in the relationship between governments and business, one playing out in the United States and around the world and worth attention. Unlike traditional investment screening, the Outbound Investment Rule operates like a sanctions regime, designed not to protect the U.S. economy, but to hamper the …

Resilient Dispute Resolution Systems For International Energy Conflicts, Guillermo J. Garcia Sanchez

Seattle University Law Review

Energy-related conflicts are on the rise, spanning diverse issues such as the impacts of rare mineral mining on local communities, the impacts of sanctions on energy investments due to the Russia-Ukraine war, and the impacts of expanded subsidies on the electric vehicle and solar panel industries. Increasingly, companies, communities, and governments are clashing over the challenges of pursuing disparate and sometimes competing energy policies. This Article argues that dispute resolution mechanisms in the energy investment sector must be fundamentally rethought. Traditional semi-adjudicatory models, which focus on winners and losers, fail to accommodate the complex and multifaceted nature of contemporary energy …

Restricting Data Flows Is A Sign Of Weakness, Nikolas Guggenberger

Seattle University Law Review

There has been a seismic shift in American attitudes toward the free flow of data across borders.  In less than a decade, the United States has transitioned from condemning barriers to digital trade to constructing a digital fortress of its own. It passed legislation requiring TikTok’s parent company to divest its U.S. operations or face a nationwide ban affecting 170 million U.S. users, citing national security concerns about its ties to China and the potential for data surveillance and content manipulation. Upon legal challenge by TikTok on First Amendment grounds, the Supreme Court affirmed the ban’s constitutionality. Recent federal legislation …

Product Nationality And Corporate Identity, Trang (Mae) Nguyen

Seattle University Law Review

Global supply chains have long depended on a deceptively technical device: the attribution of a “nationality” to goods. A trade law principle, rules of origin assign products an “economic passport” that governs how they are treated at the border, including what markets they may enter and which tariff rates apply. In recent years, however, product nationality has taken on a new and far more ambitious role. As U.S. trade policy increasingly intersects with national security and human rights policy, policymakers rely on nationality-based measures to police supply chain linkages, curb geopolitical issues, and discipline firms for their links to forced …

Global Supply Chain Resilience In Emerging Technologies: A Case Study Of Bitcoin Mining, Kishanthi Parella, Carla L. Reyes

Seattle University Law Review

The United States has put into motion bold plans in critical and emerging technologies to bolster its national and economic security.  For example, the federal government created a national bitcoin strategic reserve and a stockpile of other cryptocurrency; while several states have committed to or are considering similar goals.  However, the security of these reserves is dependent on two types of supply chains within the Bitcoin mining industry: analogue supply chains, relating to the physical components needed for Bitcoin mining, and data supply chains, relating to the complex and layered logistical network of actors that create input into the software …

Third-Party Funding: Balancing Transparency, National Security, And Access To Justice, Victoria Shannon Sahani

Seattle University Law Review

Many lawmakers who have recently become aware of the multi-billion-dollar global third-party funding industry are raising new national security concerns that further complicate preexisting, longstanding debates about transparency, disclosure, access to justice, and the best way to regulate third-party funding. In response, this Article briefly asserts three main points relating to the question of how best to regulate third-party funding. First, this Article explains the third-party funding industry, including its global regulatory landscape and how it serves three distinct populations: consumers, businesses, and law firms. Second, this Article explains that third-party funding is one tool that can help expand access …

The Field Of International Business Transactions Law, Kathleen Claussen

Seattle University Law Review

This Article studies the evolution of the scholarly subfield referred to as the law of “international business transactions” (IBT). It reviews data on academic articles, courses, textbooks and other signifiers of the growth of this research area. Beginning around 1960, scholars began to use the term “international business transactions” and by the 1980s, several law schools were offering a course by that title. A handful of dedicated textbooks soon followed. These data reflect a gradual increase in research on the topic of IBT, particularly in the United States, but also considerable diversity of subject matters covered by those works. The …

Kim Gyeong-Seok And The Origins Of Northeast Asia’S Corporate Accountability Movement For War And Colonialism, Timothy Webster

Seattle University Law Review

For the past three decades, a transnational reparations movement has unfolded across Northeast Asia. Hundreds of victims—assisted by attorneys, academics, and activists—seek remedies from Japan for various atrocities committed during World War II, colonialism, and other historical injustices.  They press their claims in street protests, legislative hearings, dramatic performances, and other fora.  The “comfort women” are the best known of these claimants; their global redress campaign ex-tends from noisy protests outside of Japan’s embassy in Seoul, to mute statues in raucous boroughs of Berlin.  More obscure, though larger in number, were the roughly one million Koreans who performed forced labor …

Navigating Compliance In A Geopolitical Era: The Case Of Chinese Multinationals In The United States, Ji Li

Seattle University Law Review

This Article examines how Chinese multinational companies (MNCs) approach compliance in the United States amid deepening geo-political rivalry and intensified regulatory scrutiny. Drawing on original survey data, this Article maps variations in compliance structures, staffing, and governance mechanisms across Chinese firms and identifies key determinants such as industry-specific regulatory intensity, listing status, and organizational imprinting from headquarters. The analysis employs a dual institutional framework to explain how compliance systems emerge from the interplay between host-state regulatory demands and home-state institutional legacies, producing hybrid structures that blend local adaptation with headquarters-driven replication. Findings reveal that while certain compliance features—such as committee …

Volume 49 Masthead

Seattle University Law Review

Volume 49 Masthead

A Comparative Study Of Chinese And American Approaches To Shaping International Outer Space Law And Norms, Ariel G. Silverman

Seattle University Law Review

This article explores convergences and divergencies in the United States and PRC’s responses to the stalemate in the United Nations over the future of outer space resource governance. I do so by systematically analyzing these leading space-faring nations’ policy-positions and tactics deployed to shape norms around three substantive areas of outer space resource governance: rights of ownership and scope of utilization of space resources, mechanization of the “benefits sharing” principle, and the rights and responsibilities of the private sector. I theorize that these leading space-faring nations have adopted divergent approaches due to their differing historical relationships with international law and …

Table Of Contents

Seattle University Law Review

Table of Contents

Reporting Materiality Under The Sec Cybersecurity Disclosure Rules: How Corporate Boards Balance Duty And Risk For Cyber Threats And Incidents, Deborah Slattery-Pereira

American University Business Law Review

The Security Exchange Commission’s (SEC) cybersecurity rules require that public companies disclose a material cyber threat or incident and the impact of the incident on the company’s business Corporate boards must disclose any cyber-related information that would affect a reasonable shareholder’s investment decisions. These rules delegate to the corporate board and management the decision of which cybersecurity events qualify as material to investors. Directors and officers must also decide when and how to disclose to the SEC, and what information to report.

The SEC Cybersecurity Rules increase compliance and litigation costs for public companies, as shareholders can use this information …

Purpose-Driven Compliance, Veronica Root Martinez

Faculty Scholarship

Whether it is a small brokerage firm in Ann Arbor, Michigan, a private university in Cambridge, Massachusetts, or a multinational conglomerate head-quartered in New York City, organizations understand that they are required to fulfill a range of compliance obligations. Compliance programs today tend to have two important characteristics in common. First, the notion that perfect compliance is an impossible goal is a key component of the understandings and expectations of many firms’ compliance programs. Second, organizations have almost uniformly adopted compliance programs in areas where enforcement activity has been significant—like in the areas of antibribery and anticorruption, anti-money laundering, antitrust, …

How To Evaluate Non-Majority Control: What History And Statutes Tell Us—Part Ii: The Definitional Consensus, J. Travis Laster

Fordham Journal of Corporate & Financial Law

This Article and a companion piece explore the claim that the functional school was novel and anomalous. The companion article examines the approaches that courts have historically taken when evaluating non-majority control (the “Historical Article”). The Historical Article demonstrates that functionalism has been the dominant approach since at least 1912, while the formal school is a recent innovation. Its tenets emerged in 2006 and coalesced in a recognizable framework around 2014. The Historical Article identifies the core claims of the two schools. 

This Article examines statutory definitions of control. It focuses on statutory regimes that use the concept of control …

Directors’ Fiduciary Duties In The Likelihood Of Insolvency, Miguel Martínez Muñoz

Fordham Journal of Corporate & Financial Law

The purpose of this Essay is to analyze the Directive and its interaction with American law in order to establish some considerations in coordinating the provisions of insolvency and corporate law. This Essay focuses on the configuration of a new framework of directors’ liability in which, among other aspects, the identity of the parties subject to the duties is expressly defined, as well as the application of the rules regulating the protection of corporate discretion as well as the application of the rules regulating the business judgment rule. In turn, the Essay puts forward some proposals for a solution to …

"Activist" Versus "Passive" Investors: A Closer Look At Proxy Contests And The Contemporary Balance Of Advantage, John C. Coffee Jr.

Faculty Scholarship

The era of the hostile takeover has clearly given way to the era of the proxy contest led by an activist hedge fund. Today, a record number of such contests are underway, and they have changed the board composition at many U.S. companies and caused a record number of CEO resignations. But there is a mystery here: when activist funds negotiate for changes with target managements, they often obtain meaningful changes in the board of directors and corporate policies. However, when activists attempt a proxy contest, they have generally been unsuccessful, winning only a small number of seats in a …

“Spinning Wheel Got To Go Round”: Developments In The Law Affecting Electronic Payments And Financial Services, Sarah Jane Hughes, Tom Kierner, Stephen T. Middlebrook

Articles by Maurer Faculty

The past year reminds us of the rock lyrics from “Spinning Wheel” on Blood, Sweat & Tears’s 1968 self-titled record—“What goes up, must come down/Spinning Wheel got to go round”—because there have been many changes in strategy and reversal of policy since President Trump’s inauguration in January 2025. Our Survey documents these changes and reversals as they affect electronic payments and financial services. This year’s Survey also reports on warnings from state and federal regulators aimed at bank and non-bank providers of consumer financial services. Part II examines an FTC enforcement action related to the unfair and deceptive marketing of …

Sustainability Assurance, Andrew F. Tuch, Luca Enriques, Alessandro Romano

Scholarship@WashULaw

A robust literature examines sustainability disclosures by public corporations, but legal scholarship has largely overlooked the role of third-party assurance—or verification—of such disclosures. This is a notable omission given the extensive literature on the auditing of financial statements, a related form of assurance.

This article responds by examining the role of assurance in sustainability reporting. In keeping with the theme of this symposium volume, it draws on US and EU law. Our discussion begins in Part I with sustainability disclosures, focusing on the requirements and practices of public companies. In Part II, we introduce sustainability assurance as well as assurance …

Corporate Cybersecurity Governance: Director Liability Under Europe’S Nis2 Directive And The Emerging Fiduciary Duty Of Proactive Cybersecurity Oversight, Stacey B. Barrack

American University Business Law Review

This Comment examines the implications of the European Union’s Network and Information Security 2 Directive (“NIS2”) on corporate cybersecurity governance, with a particular focus on the fiduciary duties of directors in multinational corporations operating in the United States. The NIS2 Directive, adopted in 2023 and currently being transposed into national law by EU member states, mandates that boards of directors must directly approve and oversee—and can be liable for—the cybersecurity risk management measures taken by their companies. 

This Comment delves into the intersection of NIS2 with Delaware corporate law and examines how NIS2 influences the fiduciary duty of oversight for …

Private Equity In Healthcare: The Case For Stricter Regulations, Ryan Scivally

FIU Law Review

Private equity has become an increasingly influential force in American healthcare. Hundreds of billions of dollars have flown into healthcare acquisitions over the last decade, and a growing share of physician practices and health services are coming under investor control. This Comment argues that the current regulatory framework has not kept pace with that expansion. Existing federal tools, primarily antitrust and fraud enforcement, leave most transactions unreviewed because many deals fall below reporting thresholds. At the state level, doctrines such as the corporate practice of medicine are unevenly enforced and often avoided through management services’ organization structures. These structures preserve …

Marijuana, Marinol, And Chapter 11: The Federal Roadblock To Bankruptcy Protection, Grace Griggs

Oklahoma Law Review

No abstract provided.

Greenhat’S Greenlight To The Cftc: The Case For A Jurisdictional Shift Of Financial Transmission Rights From The Federal Energy Regulatory Commission To The Commodity Futures Trading Commission, Timothy K. Shaw Ii

DePaul Business & Commercial Law Journal

Regional Transmission Organizations and Independent System Operators are a relatively new platform to buy and sell wholesale electricity and transmission service of that electricity. These groundbreaking organizations have been around since 1996 after the Federal Energy Regulatory Commission (“FERC”) issued Order 888. FERC regulates the physical electricity wholesale sale and transmission service market managed by a Regional Transmission Organization (“RTO”) or Independent System Operator (“ISO”),through its Federal Power Act mandate. Many RTOs and ISOs offer a product called a Financial Transmission Right (“FTR”). Traditionally, FTRs assist the holder by providing price certainty, or a hedge, in the capacity market. This …

Choosing The Best Entity For Investments Trading After Understanding The Tax Limitations And Restrictions, Ray A. Knight, Joseph Lakatos

DePaul Business & Commercial Law Journal

The trading of various securities is subject to market rules. However, when securities trading is completed within a business entity, the entity is subject to tax limitations and restrictions. The tax benefits cannot be the dominant purpose for the entity structure; economic substance including profit motive and business purpose for each transaction must be able to be shown.

The trading of investment securities must be housed in the right entity to gain the best economic results as well as to minimize the tax burden. The entity selection process must first consider the characteristics and nature of the securities (e.g., currencies, …

Volume 23 - Front Matter

DePaul Business & Commercial Law Journal

No abstract provided.

Welcome To The Bflr’S 7th Annual Fintech Issue, Nydia Remolina Leon, Alessio Azzuri, Virginia Torrie, Francisco Jose Ciancerta

Research Collection Yong Pung How School Of Law

This issue of the Banking and Finance Law Review is published at a moment of profound transformation in the FinTech regulatory landscape. Around the world, legislators, regulators, financial institutions, and scholars face the complex task of fostering technological innovation while addressing concerns over consumer and investor protection, data privacy and cybersecurity, market integrity, the prevention of financial crime, and overall stability of the financial system. At the same time, geopolitics is increasingly influencing the direction of FinTech policy and regulation, as states leverage financial infrastructure not only to modernize domestic markets but also to assert strategic influence globally. This convergence …

Torts And Pesticide Drift: Amending Right-To-Farm Acts In The Wake Of Widespread Dicamba Drift By Nicholas Brown** And Matt Roessing*

Journal of Legal Studies in Business

When crops die in a field prior to harvest, a farmer loses a portion of his salary for that year. When the cause of the crop loss is natural, farmers can usually seek compensation through crop insurance and government commodity support programs. When the crops were lost as a result of pesticide drift, these forms of compensation are not usually available to farmers.1 In order to make up for their losses, farmers can seek damages through judicial redress. For many decades, various state and federal laws have combined to complicate and at times prevent farmers adversely affected by pesticide drift …