Business Organizations Law Commons^™

Cinderella’S Slipper: A Better Approach To Regulating Cryptoassets As Securities, Carol R. Goforth

UC Law Business Journal

The Securities and Exchange Commission (SEC) seeks both to protect investors and to promote efficient capital formation, but in the context of cryptoassets these goals sometimes collide. The SEC vigorously reacts to fraudulent offerings of cryptoassets but has had to do so by forcing crypto into an antiquated framework designed with very different interests in mind. Even worse than the convoluted and complex arguments needed to force crypto into the existing category of “investment contracts,” once crypto is treated as a security, a host of onerous and inapt disclosure requirements and regulations follows. Developers, promoters, exchanges, and others who might …

How The “Exception” Becomes The Standard, Margeaux Bergman

UC Law Business Journal

No abstract provided.

Payment For Order Flow And The Great Missed Opportunity, Joel Seligman

UC Law Business Journal

No abstract provided.

Digitizing The Dollar: Privacy Considerations And Policy Prescriptions For A U.S. Central Bank Digital Currency, Gina Ahmar

UC Law Business Journal

No abstract provided.

Is Online Sport Betting Illegal In California?, James Fischer

UC Law Business Journal

No abstract provided.

Masthead

UC Law Business Journal

No abstract provided.

Foreword, Gina Ahmar, Rebecca Siegel

UC Law Business Journal

No abstract provided.

You Say Fiduciary, I Say Binary: A Review And Recommendation Of Robo-Advisors And The Fiduciary And Best Interest Standards, Sophia Duffy, Steve Parrish

UC Law Business Journal

Automated investment advice platforms, also known as “roboadvisors”, are investment advice tools that have quickly grown in popularity over the last decade. These sophisticated software platforms allow individuals to receive low-cost financial advice about various financial planning goals, such as creating or adjusting investment portfolios, retirement planning, education funding, and the like, simply by entering asset and demographic information into an online platform. The robo-advisors automatically generate the financial advice based on the data inputs with little to no involvement from a human financial advisor. The allure of these low-cost, easily accessible robo-advisors has captured a large segment of the …

Ab-5 And Drive: Worker Classification In The Gig Economy, Kai Thordarson

UC Law Business Journal

Gig-economy platforms such as Uber and Lyft rely on their drivers as the backbone of their ride-sharing operations. These drivers, typically classified as independent contractors, are in a state of regulatory flux regarding their worker classification. Due to the novelty of the workeremployee relationship in gig-economy platforms, these drivers exist in a regulatory gray area. California, with its very recent (and very controversial) Assembly Bill 5, has changed its operative worker-classification formulation to the worker-friendly “ABC” test in an attempt to statutorily modernize the burgeoning industry. In addition to analyzing the range of tests and their effect on the gig …

Foreword, Lauren Goto, Alex Crutchfield

UC Law Business Journal

No abstract provided.

Turbulent Times At Treasury: Applying The Appointments Clause To Irs Appeals Officers, Christopher Dykzeul

UC Law Business Journal

No abstract provided.

The (Un)Predictable Impact Of Technology On Corporate Governance, Chiara Picciau

UC Law Business Journal

This article offers a novel account of the likely impact of new technologies—such as big data, algorithms, artificial intelligence, the blockchain, and smart contracts—on corporate governance. It shows that, contrary to common predictions, one of the most significant and immediate effects of these technologies on corporations concerns the distribution of competences and responsibilities among corporate bodies. The claim is supported by identifying five primary determinants of the current balance of powers in corporate organizations: (i) the speed and frequency of the decisions; (ii) the information necessary to decide and who has access to it; (iii) the costs of assigning decision-making …

Masthead

UC Law Business Journal

No abstract provided.

Section 10(B) And The Fiduciary Conundrum, Thomas M. Madden

UC Law Business Journal

No abstract provided.

The Hiring Entity’S Usual Course Of Business, Syed M. Q. Ali Khan

UC Law Business Journal

The ABC test has increasingly become a tool to differentiate employees from independent contractors. Companies and counsel throughout the nation have grappled with Part B of this test, which requires a determination of the hiring entity’s “usual course of business.” Adjudicators have provided little guidance on how to conduct this analysis and are admittedly frustrated with this “elusive concept.” Yet a thorough treatment of the analytical framework and guiding principles of Part B of the ABC Test has not been put forth.

This article fills this void in scholarship. By tracing the relevant concepts to the common law control test, …

Foreword, Kya Rose Coletta

UC Law Business Journal

No abstract provided.

The Ethics Of Governance, Justice Gordon Goodman

UC Law Business Journal

This Article discusses the need for a board of last resort to set financial values during periods of extreme economic stress, i.e., the “liquidity black hole” events. The purpose of this proposed board, the “Independent Treasury Board,” would be to address valuation uncertainty during bust periods immediately following major financial crises.

If an Independent Treasury Board existed prior to 2008, it could have helped rein in some valuations that were among the causes for the Great Recession. More importantly, it could have quickened recovery from the Great Recession during the period immediately following the financial crisis by shortening the period …

Masthead

UC Law Business Journal

No abstract provided.

Women And (In)Justice: The Effects Of Employer Implicit Bias And Judicial Discretion On Title Vii Plaintiffs, Kya Rose Coletta

UC Law Business Journal

Current disparate treatment jurisprudence requires a plaintiff to prove that her employer intentionally discriminated based on sex, ignoring the social cognitive view that emphasizes the role of unconscious, unintentional mental processes. Women are unable to reach the top- tiers of the legal profession, like partnership, due to employers’ deeply engrained biases that emerge during assignment distribution and performance evaluations. This Note challenges that dominant approach, arguing that disparate treatment liability should turn on proof of actuation rather than evidence of intentionality. This Note presents a prescriptive discussion of how employers can implement compliance measures to prevent implicit bias in decision-making …

Federal Right To Try Act: Heightened Informed Consent And Price Regulation Measures Will Improve Quality, Autonomy, And Exploitation Issues, Brenda Lin

UC Law Business Journal

This Note will examine the federal Right to Try Act, which was enacted on May 30, 2018. The federal statute followed the passage of Right to Try legislation in thirty-eight states, including California. Much controversy has surrounded “Right to Try” as an alternative to preexisting pathways to investigational drug treatments, such as traditional clinical trials and the FDA-regulated Expanded Access program, also commonly known as “Compassionate Use.”

This Note will examine those criticisms, evaluate the federal Right to Try Act, and propose amendments through the lenses of health care quality, patient autonomy, and long-term scientific innovation. Some controversy stems from …

An Introduction To Joint Powers Authorities, Their Funding Mechanisms, And Why California Should Utilize One In Order To Create An Effective Forest Management System To Prevent Wildfires, Anna Bernstein

UC Law Business Journal

In the wake of ever-increasing incidences of wildfires across California, cost-effective, practical, and functional forest management has become a priority in order to keep California’s land and residents safe. From 2018 to 2020, six out of ten of California’s worst fires, coined ”megafires” by the United States Forest Service, have rampaged through the state. These megafires often behave in unstoppable ways. Most recently, in 2018, they killed more than a hundred people and destroyed seventeen thousand homes, all while burning hundreds of thousands of acres across California. Although the end of the recent drought has brought some relief, record- breaking …

Cover

UC Law Business Journal

No abstract provided.

Legal Transplants, Law Books, And Anglo-American Corporate Fiduciary Duties, Victoria Barnes

UC Law Business Journal

This Article explores legal transplants and divergences in Anglo- American corporate fiduciary law. The internal management rule in English law acts to restrict judicial interference in corporate governance disputes. It is conceptually similar to the business judgment rule but the two remain distinct. This Article explains why Anglo-American corporate law developed differently, despite its shared roots. It pinpoints the origins of the internal management rule to Lord Lindley’s work, which was written in the late nineteenth century. Lord Lindley was central to the development of corporate law in England and other common law jurisdictions within the British Empire, but his …

From Corporate Responsibility To Corporate Accountability, Min Yan, Daoning Zhang

UC Law Business Journal

Corporate responsibility, or CSR, which has become a heated topic over recent decades, concerns a broader range of interests than shareholders by focusing on companies’ voluntary approaches to engage with social/environmental issues. In contrast, corporate accountability is more about a confrontational or enforceable framework of influencing corporate behavior through clear means for sanctioning failure. On the ground that voluntary CSR is inadequate to deliver the necessary change and to secure more socially responsible activities, this Article proffers a framework for corporate accountability based on existing institutional systems. Different from the neoclassical version of corporate accountability, this Article argues stakeholders, other …

Masthead

UC Law Business Journal

No abstract provided.

One Duty To All: The Fiduciary Duty Of Impartiality And Stockholders’ Conflict Of Interest, Shachar Nir

UC Law Business Journal

Delaware precedent, primarily Trados and ODN, holds that corporate boards of directors owe fiduciary duties to holders of corporation common stock and not to holders of preferred stock. This precedent, however, fails to address a broad range of complex but commonly occurring potential conflicts between and among holders of common stock and multiple classes of preferred stock.

Rarely analyzed or applied in an intra-corporate context, the fiduciary duty of impartiality allows a fiduciary to exercise discretion while having a duty to act bona fide in the best interests of the beneficiaries as a whole. Mostly derived from U.S. common law …

Policy Analysis: The Ndrc’S Reg. No. 11, China’S New Capital Control, Yumeng Xu

UC Law Business Journal

Trade disputes between the United States and China have caught momentary worldwide attention. However, because the world’s two largest economies are interlocked in various aspects, it is hard to cut these connections, despite Washington and Beijing’s constant effort to dwindle each other’s impact. As one of the major sources of foreign investment for the U.S., China has been adjusting its capital control policies for years in response to development needs and in order to address the changing investment environment in foreign countries. This Note spotlights China’s latest outbound capital control regulation, NDRC Regulation No. 11 (“Reg. No. 11”), and how …

The Janus Decision And The Future Of Private- Sector Unionism, Michelle Quach

UC Law Business Journal

In order for a union to represent a group of workers, a petition to start the election process must first be filed with the National Labor Relations Board (“NLRB”) and it must receive support from 30% of the employees. Once the NLRB determines that the 30% threshold is met, the NLRB will conduct an election to determine if a majority of employees want union representation. If the union is certified by the NLRB, through a majority vote, the union becomes the exclusive bargaining representative of the employees. That is, the union becomes the sole representative of the employees and may …

California Cannabis Regulations And The Federal Food, Drug & Cosmetic Act: A Product Liability Perspective Of Edible Cannabis, Alexis Lazzeri

UC Law Business Journal

From the passage of Proposition 215 to present day, California’s cannabis industry has transformed from access solely for medical patients to a nearly three billion dollar a year industry with legal medicinal and adult-use consumption. With this rise in accessibility, edible cannabis products are being consumed more than ever. “Edibles” are food and drink products infused with cannabis, a mix of THC (i.e., delta 9 - tetrahydrocannabinol) and CBD (i.e., cannabidiol)—with varying levels of each, depending on the desired effect. CBD is a non-intoxicating compound often used to treat physical ailments and chronic conditions, while THC delivers a euphoric high. …

The Development Of Social Enterprise And Rise Of Benefit Corporations: A Global Solution?, Dina Dalessandro

UC Law Business Journal

No abstract provided.