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Articles 31 - 60 of 212
Full-Text Articles in Business Organizations Law
Business Law Bulletin, Spring 2018
Tax Havens As Producers Of Corporate Law, William J. Moon
Tax Havens As Producers Of Corporate Law, William J. Moon
Faculty Scholarship
This Review Essay situates Christopher Bruner’s new book, Re-imagining Offshore Finance, within the literature examining the regulation of cross-border finance and highlights its import for thinking about the complicated (and contested) relationship between territorially-configured domestic laws and the increasingly liberal movement of capital. Part I sets out the book’s central thesis. In addition to highlighting Bruner’s novel framework identifying the factors that propel certain small jurisdictions into becoming magnets for cross-border finance, I outline the limits of the framework in accounting for the stability in the overall demand for the commercialization of sovereignty, only one of which is facilitating …
A Glass-Half-Empty Approach To Securities Regulation, Wendy Gerwick Couture
A Glass-Half-Empty Approach To Securities Regulation, Wendy Gerwick Couture
Maryland Law Review
No abstract provided.
The Importance Of The Business Judgment Rule, Bernard S. Sharfman
The Importance Of The Business Judgment Rule, Bernard S. Sharfman
Faculty Scholarship
No abstract provided.
A Private Ordering Defense Of A Company's Right To Use Dual Class Share Structures In Ipos, Bernard S. Sharfman
A Private Ordering Defense Of A Company's Right To Use Dual Class Share Structures In Ipos, Bernard S. Sharfman
Faculty Scholarship
No abstract provided.
Business Law Bulletin, Fall 2016
The Social Enterprise Law Market, J. Haskell Murray
The Social Enterprise Law Market, J. Haskell Murray
Maryland Law Review
During the last seven years, over thirty states have passed at least one social enterprise statute. These social enterprise statutes allow the formation of a plethora of new entity types, including low-profit limited liability companies, benefit corporations, benefit limited liability companies, public benefit corporations, and social purpose corporations. Social enterprises have attracted increasing academic attention, but virtually nothing has been written on if and how states are competing for these entities. This Article attempts to fill that void, while also providing a history of the social enterprise forms, a comparative analysis, and recommendations for states that wish to engage in …
Yates V. United States: Floundering About In The Choppy Waters Of Statutory Interpretation, Lindsay Defrancesco
Yates V. United States: Floundering About In The Choppy Waters Of Statutory Interpretation, Lindsay Defrancesco
Maryland Law Review
No abstract provided.
Disciplining Corporate Boards And Debtholders Through Targeted Proxy Access, Michelle M. Harner
Disciplining Corporate Boards And Debtholders Through Targeted Proxy Access, Michelle M. Harner
Faculty Scholarship
Corporate directors committed to a failed business strategy or unduly influenced by the company’s debtholders need a dissenting voice—they need shareholder nominees on the board. This article examines the bias, conflicts, and external factors that impact board decisions, particularly when a company faces financial distress. It challenges the conventional wisdom that debt disciplines management, and it suggests that, in certain circumstances, the company would benefit from having the shareholders’ perspective more actively represented on the board. To that end, the article proposes a bylaw that would give shareholders the ability to nominate directors upon the occurrence of predefined events. Such …
The First Amendment And The Corporate Civil Rights Movement, Tamara R. Piety
The First Amendment And The Corporate Civil Rights Movement, Tamara R. Piety
Journal of Business & Technology Law
No abstract provided.
Benefit Corporations: Providing A New Shield For Corporations With Ideals Beyond Profits, Kristin A. Neubauer
Benefit Corporations: Providing A New Shield For Corporations With Ideals Beyond Profits, Kristin A. Neubauer
Journal of Business & Technology Law
No abstract provided.
Gore Enterprise Holdings, Inc. V. Comptroller Of The Treasury: A Missed Opportunity To Remedy Maryland’S Disconnected Taxation Policy And Inimical Corporate Atmosphere, Skylar Ludwick
Maryland Law Review
No abstract provided.
The Value Of Soft Variables In Corporate Reorganizations, Michelle M. Harner
The Value Of Soft Variables In Corporate Reorganizations, Michelle M. Harner
Faculty Scholarship
When a company is worth more as a going concern than on a liquidation basis, what creates that additional value? Is it the people, management decisions, the simple synergies of the operating business, or some combination of these types of soft variables? And perhaps more importantly, who owns or has an interest in these soft variables? This article explores these questions under existing legal doctrine and practice norms. Specifically, it discusses the characterization of soft variables under applicable law and in financing documents, and it surveys related judicial decisions. It also considers the overarching public policy and Constitutional implications of …
A Training Partnership That Began With A Grant, Vernon Herron, Laura Hoch, Alexandra Podolny
A Training Partnership That Began With A Grant, Vernon Herron, Laura Hoch, Alexandra Podolny
Homeland Security Publications
No abstract provided.
Stewardship In The Interests Of Systemic Stakeholders: Re-Conceptualizing The Means And Ends Of Anglo-American Corporate Governance In The Wake Of The Global Financial Crisis, Zhong Xing Tan
Journal of Business & Technology Law
No abstract provided.
The Emergence Of New Corporate Social Responsibility Regimes In China And India, Shruti Rana, Afra Afsharipour
The Emergence Of New Corporate Social Responsibility Regimes In China And India, Shruti Rana, Afra Afsharipour
Faculty Scholarship
In an era of financial crises, widening income disparities, and environmental and other calamities linked to corporations, calls for greater corporate social responsibility (“CSR”) are increasing rapidly around the world. Though CSR efforts have generally been viewed as voluntary actions undertaken by corporations, a new CSR model is emerging in China and India. In a marked departure from CSR as it is known in the United States and as it has been developing through global norms, China and India are moving towards mandatory, not voluntary, CSR regimes. They are doing so not only in a time of great global economic …
Stuck Between A Rock And A Hard Place: Are Public Accounting Firms Subject To Diverging Standards Of Conduct Between Federal Courts And The Pcaob In Securities Fraud Claims?, Pierre Ciric
Journal of Business & Technology Law
No abstract provided.
Should Courts Do Behavioral Analysis Of Boardroom Conduct?, Dale A. Oesterle
Should Courts Do Behavioral Analysis Of Boardroom Conduct?, Dale A. Oesterle
Journal of Business & Technology Law
No abstract provided.
Policing The Social Media Water Cooler: Recent Nlrb Decisions Should Make Employers Think Twice Before Terminating An Employee For Comments Posted On Social Media Sites, Eric Raphan, Sean Kirby
Policing The Social Media Water Cooler: Recent Nlrb Decisions Should Make Employers Think Twice Before Terminating An Employee For Comments Posted On Social Media Sites, Eric Raphan, Sean Kirby
Journal of Business & Technology Law
No abstract provided.
Maryland's Social Networking Law: No "Friend" To Employers And Employees, Alexander Borman
Maryland's Social Networking Law: No "Friend" To Employers And Employees, Alexander Borman
Journal of Business & Technology Law
No abstract provided.
The Hang-Up With Hamburg: How Center For Food Safety V. Hamburg Will Alter The Food Industry, Joella Roland
The Hang-Up With Hamburg: How Center For Food Safety V. Hamburg Will Alter The Food Industry, Joella Roland
Journal of Business & Technology Law
No abstract provided.
The Terrorism Risk Insurance Act: Time To End The Corporate Welfare, Robert J. Rhee
The Terrorism Risk Insurance Act: Time To End The Corporate Welfare, Robert J. Rhee
Faculty Scholarship
The terrorist attacks of September 11, 2001, inflicted enormous losses on the insurance industry and businesses. In the wake of the disruptions occurring in the insurance market at the time, the government enacted the Terrorism Risk Insurance Act of 2002 to create a “temporary” federal backstop against catastrophic losses. This program subsidized private risk with public funds through a cost-sharing program for which the government does not receive any compensation. The compelling need for the program was unclear even in the smoldering aftermath of 9/11. Yet in response to effective lobbying by the insurance industry and business interests, Congress has …
Corporate Culture And Erm, Michelle M. Harner
Corporate Culture And Erm, Michelle M. Harner
Faculty Scholarship
The attitudes and actions of those viewed as leaders within a company (commonly referred to as “tone at the top”) help to define corporate culture and are critical to implementing a successful enterprise risk management (ERM) program. This paper explores the challenges and benefits of creating a risk-aware corporate culture, including the potential legal implications for boards of directors.
The Potential Cost And Value Of Erm, Michelle M. Harner
The Potential Cost And Value Of Erm, Michelle M. Harner
Faculty Scholarship
The concept of enterprise risk managment (ERM) as a holistic approach to managing a company's risk profile has tremendous appeal. However, companies are frequently skeptical about its value and whether the results will justify the cost, effort, and challenges of implementing a meaningful ERM process. This report considers some of those concerns and highlights the governance, compliance, and cultural value of ERM.
The Tort Foundation Of Duty Of Care And Business Judgment, Robert J. Rhee
The Tort Foundation Of Duty Of Care And Business Judgment, Robert J. Rhee
Faculty Scholarship
This Article corrects a misconception in corporation law – the belief that principles of tort law do not apply to the liability scheme of fiduciary duty. A board’s duty of care implies exposure to liability, but the business judgment rule precludes it. Tort law finds fault; corporation law excuses it. The conventional wisdom says that the tort analogy fails. This dismissal of tort prinicples is wrong. Although shareholder derivative suits and ordinary tort cases properly yield systemically antipodal outcomes, they are bound by a common analytical framework. The principles of board liability are rooted in tort doctrines governing duty, customs, …
The Alien Tort Statute As Transnational Law, Jaye Ellis
The Alien Tort Statute As Transnational Law, Jaye Ellis
Maryland Journal of International Law
No abstract provided.
Incorporating Litigation Perspectives To Enhance The Business Associations Course, Ann M. Scarlett
Incorporating Litigation Perspectives To Enhance The Business Associations Course, Ann M. Scarlett
Journal of Business & Technology Law
No abstract provided.
Teaching Business Law In The New Economy; Strategies For Success, Kamille Wolff Dean
Teaching Business Law In The New Economy; Strategies For Success, Kamille Wolff Dean
Journal of Business & Technology Law
No abstract provided.
Double Dutch: Teaching Business Associations In Two Semesters, Christyne J. Vachon
Double Dutch: Teaching Business Associations In Two Semesters, Christyne J. Vachon
Journal of Business & Technology Law
No abstract provided.
Teaching Federal Corporate Law, Verity Winship
Teaching Federal Corporate Law, Verity Winship
Journal of Business & Technology Law
No abstract provided.