Business Organizations Law Commons^™

The Political Economy Of Fashion Sustainability Regulation, Meital Peleg Mizrachi, Rachel Chambers

UC Law Business Journal

The global fashion industry is one of the world’s most polluting and exploitative sectors, emitting more greenhouse gases than all international flights and maritime shipping combined, driving extensive water contamination and waste, and relying on labor conditions that remain chronically unsafe and underpaid. Regulation has attempted to respond, but with limited success. Existing sustainability oversight—ranging from import bans and human rights due diligence statutes to environmental taxes and voluntary industry frameworks—remains fragmented and unevenly enforced, shaped by geopolitical tensions, protectionist agendas, and shifting policy priorities. This Article reviews the rapidly evolving landscape of fashion sustainability regulation over the past decade …

Completely Abandon Complete Auto: Why Modern Tax Policy Challenges Require Removing The Commerce Clause’S Restrictions On State Taxation, Peter Nielsen

UC Law Business Journal

The Complete Auto four-prong test is the modern analytical framework for courts to analyze whether a state-level tax discriminates against interstate commerce in violation of the Dormant Commerce Clause. The test asks whether (i) the taxpayer has substantial nexus to the taxing state, (ii) the tax is fairly apportioned to reflect the taxpayer’s activities in the state, (iii) the tax discriminates against interstate economic activity in favor of local activity, and (iv) the tax is fairly related to the goods and services provided by the state. The Complete Auto test faces critiques from both judges and scholars for its inconsistent …

Masthead

UC Law Business Journal

No abstract provided.

Foreword, Jonathan Engelmann, Audrey Nguyen

UC Law Business Journal

No abstract provided.

After The “Partner Run”: The Dewey & Leboeuf Diaspora, Andrew Granato

UC Law Business Journal

“Partner runs”—mass, near-instantaneous departures of partners from distressed law firms—are a distinctive feature of the American legal profession, produced by an interaction of legal ethics rules, partnership governance, and bankruptcy law. A partner run means that even large and profitable law firms can abruptly liquidate. Given this fragility, it is urgent to learn: do partner runs and the governance law that enables them impose lasting harm on the legal profession by permanently damaging the careers of the lawyers caught in them?

This Article provides the first comprehensive empirical examination of this issue using the 2012 bankruptcy of Dewey & LeBoeuf, …

How The Dma Obligations Model Fails To Protect Online Markets’ Contestability And Proposals For Reform, Dermot Cahill, Jing Wang

UC Law Business Journal

This Article makes a significant contribution to the debate on whether the model underpinning the much-heralded European Union Digital Market Act (“DMA”) can provide a comprehensive level of protection against online gatekeepers’ abusive practices and achieve the DMA’s proclaimed ambition to protect online markets’ contestability in the digital space. To illustrate model-failure, key European Commission (“Commission”) enforcement decisions in the years leading up to the DMA’s enactment are examined to show less than optimal outcomes were achieved by the Commission’s attempts to grapple with gatekeepers’ anti-competitive exclusionary practices. The Authors proceed to demonstrate how the DMA’s “obligations list” model will …

California (+6.5) Vs. Sportsbooks: Cooperative Federalism & The Future Of Sports Gambling In California, Kyle Geffon

UC Law Business Journal

No abstract provided.

Beyond Comprehension: Why Tax Code Complexity Necessitates Irs Deference, Doron Narotzki, Tamir Shanan, Julianne Jones, Ori Barel, Yifat G. Ben-Yaakov, Tomer Surujon, Revital Yusupov, Or Haim Anidjar

UC Law Business Journal

This Article argues that deference to Internal Revenue Service (“IRS”) interpretations is essential for the effective interpretation of U.S. federal income tax law due to the technical demands inherent in this uniquely complex area. The U.S. federal income tax code, often considered one of the most intricate legal systems, consists of dense, specialized language, nuanced policy considerations, economic theories, and frequently updated provisions. Judges, as generalists, face a daunting challenge in interpreting this complex, ever-evolving body of law without the specialized expertise that the IRS professionals bring. Frequent amendments further add to this complexity, layering additional provisions that require in-depth …

“For Whom The Bell Tolls”?* Is The Corporate Transparency Act Dead, And If Not, What Is Its Impact On Corporate Governance?, Kellen Ware

UC Law Business Journal

The Corporate Transparency Act (“CTA” or “the Act”) was enacted by Congress in 2021 to combat illicit financial activity through mandated beneficial ownership disclosure. While the current administration has opted not to enforce the CTA’s reporting requirements on domestic entities, the law remains in effect, and its future is uncertain amid ongoing constitutional litigation.

This Note argues that the CTA should be repealed, and state legislatures should refrain from mirroring the Act. The CTA creates undue burdens that threaten effective and efficient corporate governance in small businesses and many non-profits. This Note traces the contentious history of the CTA and …

Masthead

UC Law Business Journal

No abstract provided.

Foreword, Jonathan Engelmann, Audrey Nguyen

UC Law Business Journal

No abstract provided.

Shareholder Standoff: The Erosion Of Minority Protections In The Wake Of Sb21, Kiara R. Sims

UC Law Business Journal

No abstract provided.

The (Re)New(Ed) Corporation: Foundation For A Stakeholder Regulatory Agenda, Gregory E. Louis

UC Law Business Journal

Amidst an emerging bipartisan consensus on greater corporate social accountability, America First has joined longstanding solicitude about the racial wealth gap. This Article offers yet another take on corporate purpose. As a project of recovering legal memory like Adrian Vermeule’s common good constitutionalism, it examines scholarship on the history of corporate purpose toward answering whether stakeholder capitalism should inform corporate regulation and, if so, how. It concludes from this history that the Anglo-American legal tradition clearly justifies regulators to hold business corporations accountable to the common good. But it also finds in this history a requirement that stakeholder capitalism be …

A Critical Analysis Of Alternative Section 1031 Proximate-Exchange Structures, Bradley T. Borden

UC Law Business Journal

Taxpayers have six wins and zero losses in cases that grant nonrecognition to exchanges that occur in proximity to tax-free business transactions (contributions to and distributions from entities) of the exchanged property. Those six cases (the proximate-exchange cases) were decided between 1983 and 1989. From those cases emerged the proximate-exchange principle: “[a] trade of Property A for Property B, both of like kind, may be preceded by the tax-free acquisition of Property A at the front end, or succeeded by a tax-free transfer of Property B at the back end.”1 Despite the explicit declaration of the proximate-exchange principle and the …

How A Central Bank Digital Currency Could Help Curb Tax Evasion And Other Financial Crimes, Morenike Saula

UC Law Business Journal

Central Bank Digital Currencies are digital currencies issued by the central bank government of a sovereign nation. It is a unique form of payment currently used by just a few countries that has the potential of transforming the US’s current financial landscape. According to the International Monetary Fund, more than 100 countries are currently developing their own central bank digital currencies. The U.S. Federal Reserve solicited comments for what a U.S. CBDC should have. The Biden Administration demonstrated executive support for creating a U.S. CBDC. Several scholars have also recommended design features of a CBDC. This article seeks to examine …

Masthead

UC Law Business Journal

No abstract provided.

Big Roadblock, Meet Big Data: Overcoming The Business Judgment Rule Using Directors’ Online Data, Cecilia Brisuda

UC Law Business Journal

No abstract provided.

Algorithmic Bias: Ai And The Challenge Of Modern Employment Practices, Jordan Dailey

UC Law Business Journal

No abstract provided.

From Peeping Toms To Pixel Tracking: Privacy In The Digital Age, Francesca Faugno

UC Law Business Journal

No abstract provided.

Masthead

UC Law Business Journal

No abstract provided.

Foreword, Jonathan Luciano, Ju Lee

UC Law Business Journal

No abstract provided.

The “Wholesale Failure” Of The Sec’S Approach To Chief Compliance Officer Liability, David B. Lourie

UC Law Business Journal

No abstract provided.

Fallout And Fiduciary Duty, Russell Powell

UC Law Business Journal

No abstract provided.

When Debt Gets A Makeover, Taxes Follow, Doron Narotzki

UC Law Business Journal

The taxation of debt modifications is a complex and crucial area of tax law, significantly impacting both corporate finance and the broader economy. This article explores the complex legal and economic implications of modifying debt instruments, focusing on the key provisions of the Internal Revenue Code (IRC) and covers the foundational principle of “realization,” which governs the recognition of income, gain, or loss when a debt modification is deemed significant under Treasury Regulation § 1.1001-3. The article delves into the tax consequences for both debtors and creditors, highlighting the potential for Cancellation of Debt Income and the challenges of managing …

Repaving The Path For The Immigrant Investor, Nathan Quach

UC Law Business Journal

No abstract provided.

Pop Culture Depictions Of Diversity In Business – Mad Men, Super Store, And Barbie, Akshaya Kamalnath

UC Law Business Journal

We have come a long way from only having women in the secretarial pool (as depicted in M ad Men), to having women and racial minorities in the workforce (as depicted in Super Store), to a company that creates a fictional world where women hold all the top positions (Barbie). Both Mad Men and Super Store are American TV shows – Mad Men was made in the present- day to depict life in the world of advertising agencies in New York in the 60s. Super Store is a series on Netflix about the issues workers face in a big company …

Masthead

UC Law Business Journal

No abstract provided.

Stock-Based Compensation In Startups: Employee Implications & Potential Solutions, Alec Galustian

UC Law Business Journal

Stock-based compensation remains prevalent in the United States private market, particularly among high-growth private companies, yet concerns persist regarding its potential drawbacks. This paper focuses on stock-based compensation in startup companies, delving into the legal frameworks behind the practice and identifying regulatory gaps. It examines well-known advantages of stock-based compensation, common misconceptions, and highlights its many disadvantages, primarily from the perspective of a startup employee. These drawbacks stem from the lack of private company disclosure obligations, illiquidity and lock-in concerns, and regulatory changes favoring the private market. This paper also explores a trend in the SEC’s tone toward increased regulation …

The Ethics Of Artificial Intelligence, Justice Gordon Goodman

UC Law Business Journal

No abstract provided.

Changing California’S Proposition 13 'Change In Ownership' Language To Solve Current State Tax Revenue Deficits And Reassessing Its Accompanying Statutes, Caleb Moser

UC Law Business Journal

No abstract provided.