Business Organizations Law Commons^™

Current Issues Of U.S.-Japan Cross-Border Ip Disputes, Ryoichi Mimura

UC Law Business Journal

No abstract provided.

The Vital Need To Eliminate A De Facto Negligence Standard Under Section 14(E) Of The Exchange Act, Matthew A. Powell

UC Law Business Journal

In Varjabedian v. Emulex Corp. (Varjabedian), the Ninth Circuit held that a claim for failure to satisfy a statutory disclosure provision concerning tender offers under Section 14(e) of the

1934 Act only requires a pleading of negligence, not scienter. The Ninth Circuit’s holding in Varjabedian departs from half a century of established case law and creates a circuit split with the Second, Third, Fifth, Sixth, and Eleventh circuits. The Varjabedian decision opens the door for the very litigation abuses that Congress has sought to prevent in order to protect businesses and markets. However, while the federal securities laws are critical …

The Future Is Femtech: Privacy And Data Security Issues Surrounding Femtech Applications, Celia Rosas

UC Law Business Journal

No abstract provided.

Masthead

UC Law Business Journal

No abstract provided.

Ticket To An Antitrust Violation? Why The Nfl And Directv’S Exclusive Distributorship Agreement For Sunday Ticket May Violate Antitrust Laws, And How The U.S. District Court For The Central District Of California May Have Gotten It Wrong, Haig Siranosian

UC Law Business Journal

No abstract provided.

The Regulatory Framework Of Executive Remuneration: Contributions From Shareholder Activism And Board Accountability, Jingchen Zhao, Zhihui Li

UC Law Business Journal

Executive remuneration is influenced by multiple factors including capital markets, product markets, corporate internal governance, corporate finance, governmental regulation, and legislation. Related to various practical factors, executive remuneration is no longer simply fixed based on the contractual arrangements between companies and their directors. Due to the complicated relationship network in executive remuneration and

the way public companies produce their remuneration policies, remuneration structures and levels can be extremely complex and easily affected by undue influence. This paper focuses on how to solve executive remuneration problems through regulation. Legislations from several developed countries in areas such as providing shareholders with more …

Cross Border Patent Disputes, David A. Makman

UC Law Business Journal

No abstract provided.

Codification Of The Economic Substance Doctrine: Substantive Impact And Unintended Consequences, Rebecca Rosenberg

UC Law Business Journal

Section 7701(o) of the Internal Revenue Code of 1986 (the “Code”) imports the judicial doctrine of economic substance into statutory language. The economic substance doctrine provides that certain tax benefits can be denied if they go beyond congressional intent, even if all of the literal requirements of the Code and its regulations are met. The doctrine is perpetually controversial and has been the subject of recent litigation. This article argues that codification changed the economic substance doctrine (rather than just copying it into statutory form) and produced unintended consequences, many of which have gone unnoticed. The article analyzes the language …

A New Look At Criminal Liability For Selling Dangerous Vehicles: Lessons From General Motors And Toyota, Steven B. Dow, Nan S. Ellis

UC Law Business Journal

Automobile safety is one of the most serious public health issues facing our country. In addition to the costs in terms of personal injury and death, automobile accidents cost society billions of dollars in lost productivity and medical costs. In 1966, there were over 50,000 deaths from automobile accidents. By 2015, this number had fallen to approximately 35,000 deaths and 2.4 million injuries resulting from automobile accidents. By some measures, this is a remarkable reduction that might lead us to conclude that automobile safety is no longer an important public policy concern. This article argues that automobile safety is still …

Competing To Cut Carbon: State Policies, Conflicts With Federally-Regulated Energy Markets, And Recommendations, Arshak Zakarian

UC Law Business Journal

Wholesale power markets currently face challenges from changes in federal regulations and advancements in technology, which have significantly changed the composition of energy generation sources across the United States over the last two decades. States have relied increasingly on policy to increase the presence of clean energy sources in their power mix, such as nuclear energy, due to its reliability and environmental benefits. Natural gas, wind, and solar have seen unprecedented growth in the last five years due to declining fuel source and technology costs. Utilities companies and private companies have invested significantly in infrastructure and technology research, attempting to …

A Peek Under The Hood: Why Lawmakers Should Strengthen The Current Dmca Exemption For Security And Safety Research Into Car Software, Holden Benon

UC Law Business Journal

In the last five years, society has witnessed advancements in automobile technology that Henry Ford himself could not have dreamed. Vehicle software now allows cars to drive themselves; indeed, as of December 2017, close to four dozen vehicle manufacturers have received permits from the California Department of Motor Vehicles for autonomous testing. Many of the advancements in automobile technology involve copyright law, the primary body of law that protects computer source code. Essentially, each line of vehicle source code is protected the same way a film script is protected. Just as camera directions in the script are hidden from movie-goers, …

Bad Behavior: Health Insurance Mega-Mergers, Jacqueline C. Lien

UC Law Business Journal

2015 marked the beginning of a long battle for two major health insurance companies. On July 3, 2015, health insurance giant and third largest health insurance company by revenue, Aetna, announced that it entered into an agreement to acquire the fifth largest health insurance company, Humana, for $37 billion. Following a similar timeline, on July 24, 2015, second largest, Anthem, negotiated an even bigger merger with Cigna, the fourth largest, for $54.2 billion. Officials from all four companies lauded the benefits of the mergers, stating that the synergies between the respective companies would result in enhanced health care access, quality, …

From “Arbitrary” To Arbitration: Using Adr’S Popular Favorite To Resolve Commercial Marijuana Disputes, Madeline G. Landry

UC Law Business Journal

No abstract provided.

Public Reporting By Benefit Corporations: Importance, Compliance, And Recommendations, Maxime Verheyden

UC Law Business Journal

No abstract provided.

The Behavioral Economics Of Multilevel Marketing, Heidi Liu

UC Law Business Journal

Multilevel marketing companies (MLMs) - sales organizations that compensate independent consultants based on the sales and recruitment of other consultants - form a significant part of the American economy. Yet, MLMs provide little information to regulators and potential participants regarding potentially material information. Although MLMs are often compared to pyramid schemes, consultants argue that participation in a MLM allows them to make money outside of the traditional full-time labor force. This paper examines the law, economics, and psychology of MLMs, suggesting that MLMs may draw on prospective consultants' cognitive biases in persuading consultants to join and continue a MLM. Consultants …

The Future Of Independent Contractors And Their Status As Non-Employees: Moving On From A Common Law Standard, John A. Pearce Ii, Jonathan P. Silva

UC Law Business Journal

No abstract provided.

The Board’S Responsibility For Crisis Governance, Lawrence J. Trautman

UC Law Business Journal

A clear strategy and implementation plan for reasonably foreseeable industry disasters--- before they take place, helps to prevent mistakes made under conditions of severe stress. Survivalthreatening disasters such as the BP Gulf of Mexico oil spill or natural disasters such as hurricanes, fires, or the March 11, 2011 Japanese earthquake and tsunami, constitute any board’s worse nightmare. I have attempted to draw upon lessons from each of these disasters and explore how they may be applied more generally across all industries when crisis strikes. While effective risk management is perhaps the topic highest on every board's agenda, it is imperative …

From Sports Stadiums To The Stock Exchange: The Economic Agency Costs Of Fantex’S Income- Share Agreements With Professional Athletes, Nicole Medeiros

UC Law Business Journal

With the advent of Yahoo! Fantasy Sports, FanDuel, and DraftKings, and other online platforms, sports enthusiasts can not only cheer for their favorite teams, but they can also draft a team of professional athletes, regularly monitor their players’ performances through detailed analytics, and even place friendly wagers. The recent launch of Fantex, a brand marketing and acquisition company, has taken fan engagement to the stock exchange by providing investors an opportunity to purchase stocks linked to their favorite athletes’ earnings. While income-share agreements are not entirely novel, Fantex is the first company to create and securitize income-share agreements with professional …

Daily Fantasy Sports: A Call For Clear Guidelines, Paul Suh

UC Law Business Journal

Professional sports are no longer what they used to be. Imagine rooting for a “fantasy” team that consists of professional athletes, who may or may not have ties to your hometown, from different teams within the same amateur or professional organization. You question whether the countless hours of research spent in drafting your fantasy team were sufficient to win money from other contestants or participants by accruing “fantasy points” based on the statistical performances of individual athletes on a yearly or daily basis.

Autonomous Vehicles Will Drive Themselves – But They Won’T Regulate Themselves, David Goldstein

UC Law Business Journal

The dawn of a new era of transportation is upon us. Cars that drive themselves are no longer relegated to our imaginations and science-fiction movies. Automobile companies like Tesla and Volvo, as well as search-engine giant Google, are rolling out new features that take over the duties previously charged to the driver of a vehicle. Given the uncertain nature of future legal liability and regulation of vehicles that can drive autonomously, it is imperative that we establish a liability and regulatory framework so that automakers can continue to make advances in the field and consumers can know what to expect …

Licensing Open Government Data, Jyh-An Lee

UC Law Business Journal

Governments around the world create and collect an enormous and wide-ranging amount of data. For various social, political, and economic reasons, open data has become a popular government practice and international movement in recent years. It is estimated that more than 250 national or local governments from around 50 developed and developing countries have launched open government data (OGD) initiatives. Open data policies are widely recognized as a tool to foster government transparency and economic growth. Businesses have also developed innovative applications, products, and services based on OGD. Although OGD is a global movement, it faces a number of unsolved …

The Japanese Business Federation’S Influence On Energy Policy Reform: Fukushima Daiichi Nuclear Disaster, Bridget Cho

UC Law Business Journal

This note focuses on the series of events that were pertinent to the Fukushima Daichii Nuclear Disaster and recommends stringent nuclear power plant license procedures, stronger reform in accident mitigation policies, and heightened transparency between the government and its people. Japan embraces the peaceful use of nuclear technology to provide a substantial portion of its electricity despite being the only country to have suffered the devastating effects of nuclear weapons in wartime.

This note will also discuss how the evolving structure of the Japanese economy has led to a change in the pattern of the business sector’s engagement with energy …

Light On The Mayo: Recent Developments May Diminish The Impact Of Mayo Foundation On Judicial Deference To Tax Regulations, Matthew A. Melone

UC Law Business Journal

It therefore is necessary to consider the possibility that administrative law was an instrument of a class that took a dim view of popularly elected legislatures and a high view of its own rationality and specialized knowledge. This class drew upon popular political power, but primarily to establish another sort of power, which would be exercised by members of its own class, in a manner that reflected the alleged authority that came with their specialized knowledge. Although it did not thereby become the only ruling class, it at least made itself the rulemaking class.

Complying With The Federal Trade Commission’S Disclosure Requirements: What Companies Need To Know When Using Social-Media Platforms As Marketing And Advertising Spaces, Aimee Khuong

UC Law Business Journal

Social-media platforms have become huge marketing and advertising spaces for both well established and start-up companies. In the 1990s, the Internet became a means for companies to communicate with customers and to promote their products and services. Throughout the past decade, the Internet has become a powerful platform that has changed the way companies do business and communicate with their customers. The growth of digital marketing through the Internet resulted in new forms of marketing and advertising space. Nowadays, any business can reach a large market with a very small investment, and anybody that can read and write has the …

Yours, Mine And Ours: A Proposal To Bring Certainty To The Use Of Personal Goodwill In The Sale Of Assets Of A C Corporation, Teri L. K. Shugart

UC Law Business Journal

Use of a personal goodwill allocation in the sale of assets is the current darling of the tax wonk world, made popular again by the recent case of Bross Trucking v. Commissioner. The ability to allocate some of a corporate seller’s purchase price in a sale of assets to an individual shareholder rather than to the corporation saves that individual shareholder from being subject to the double taxation of a C corporation.

Despite its ability to save on taxes, company advisors are reluctant to allocate part of a purchase price to personal goodwill because of the uncertainty surrounding how to …

Why The Burden Of Proving Causation Should Shift To The Defendant Under The New Federal Trade Secrets Act, Robert A. Kearney

UC Law Business Journal

For years courts in trade secret misappropriation cases have filled up a graveyard with claims that did not account for every possible alternative cause of the Plaintiff’s losses. The result is perverse: the more disruptive the Defendant’s misappropriation, the less likely the Plaintiff will be able to show the jury a clear picture of what happened and prove “but for” causation. But the new federal law frees courts from those cases and from the state misappropriation statutes that produced them. What is needed now is a shift in thinking, and a shift in a burden.

The Taxation Of Thieves And Their Victims: Everyone Loses But Uncle Sam, Christine Manolakas

UC Law Business Journal

The taxation of thieves and their victims must be studied as a whole. Both perpetrators and victims of crime must navigate the complexities of the federal tax laws. Not surprisingly, the decision to tax illegal income resulted in unreported income by criminals and prosecution of criminals by the Treasury Department. The perpetrators of crime must defend a second criminal prosecution, which requires a careful examination of the U.S. Constitution, provisions of the Internal Revenue Code, and administrative practices of the Internal Revenue Service. The victims of crime are often in conflict with the Treasury Department as to the inclusion and …

The Virtues Of Shareholder Value Driven Activism: Avoiding Governance Pitfalls, Joel Slawotsky

UC Law Business Journal

No abstract provided.

“Intentional Acts Cannot Be Accidents” -- A Critique Of A Legal Error, James E. Scheuermann

UC Law Business Journal

No abstract provided.

The Incentive Problems With The All-Or-Nothing Crowdfunding Model, Garry A. Gabison

UC Law Business Journal

This paper discusses how the all-or-nothing model can disincentivize crowd investors to perform due diligence over the fraud or failure risks of a crowdfunding campaign. Specifically, the major upside of this model is that a project cannot be funded without a critical mass investing. If enough individuals in this critical mass of crowd investors perform their due diligence to check whether projects will become successful, then the model functions correctly; instead, this paper argues that this model incentivizes the crowd to produce noisy information that cannot be relied upon. In the all-or-nothing model, sequential investments encourage rational investors to not …