Business Organizations Law Commons^™

The Past, Present, And Likely Future Of Shareholder Arbitration, Mohsen Manesh

Villanova Law Review (1956 - )

No abstract provided.

Dentistry And The Law - Understanding ‘Rollover Equity’ When Selling Your Practice, Daniel Schulte Jd

The Journal of the Michigan Dental Association

Daniel J. Schulte, MDA Legal Counsel, addresses the legal and tax implications of 'rollover equity' when dentists sell their practices to private equity-backed buyers. The article outlines typical shareholder and buy-sell agreement restrictions, noting how equity is often subject to vesting and employment covenants. Schulte explains the critical importance of making an Internal Revenue Code Section 83(b) election within 30 days of closing. Failing to file this election results in taxation at high ordinary income rates as the stock vests, whereas a timely election accelerates tax payments but secures lower capital gains tax rates upon eventual sale.

Masthead

Seattle University Law Review

No abstract provided.

Table Of Contents

Seattle University Law Review

No abstract provided.

Converting Buildings Is Hard: Why Seattle’S Municipal Government Should Streamline Commercial-To-Residential Conversions, Tyler M. King

Seattle University Law Review

The conversion of commercial buildings into housing is a promising solution to the growing housing crisis in many urban areas. However, despite its potential benefits, the process of repurposing commercial spaces is often stymied by complex zoning codes, high conversion costs, and bureaucratic hurdles. This Article argues that the local and state governments in Seattle should adopt more streamlined policies and offer greater incentives to developers to facilitate these conversions. By reforming zoning regulations and providing targeted financial support, municipalities can reduce the barriers to conversion and unlock the potential of underutilized commercial properties. This article examines the legal and …

Getting Money Out Of Politics By Putting Money Into Politics: A Few Modest Proposals To Reform Seattle’S Democracy Voucher Program, Decker O’Donnell

Seattle University Law Review

Seattle’s Democracy Voucher Program offers an unconventional response to the growing influence of money in American elections: rather than restricting political spending, it seeks to amplify the participation of ordinary voters by providing publicly funded vouchers that residents may assign to participating candidates. This Article examines the program’s development, operation, and constitutional foundation within the modern campaign-finance framework established by Buckley v. Valeo and subsequent Supreme Court decisions. It argues that democracy vouchers provide a constitutionally viable means of broadening participation in campaign financing while mitigating the influence of wealthy donors. The Article identifies two weaknesses in the current system: …

Legal Malpractice In Washington: Use Of The Rules Of Professional Conduct, Angelo Tadrous

Seattle University Law Review

Legal malpractice claims are difficult to prove. They are difficult to prove because many jurisdictions require that a plaintiff prove that, but for the lawyer’s misconduct, the client would have fared better. Thus, in a malpractice suit, a plaintiff must try a case within a case. Despite this difficulty, many jurisdictions prohibit the use of the Rules of Professional Conduct when litigating a malpractice case. Washington State is one of these jurisdictions. The Washington Supreme Court held in Hizey v. Carpenter that the Rules of Professional Conduct may not be referred to during trial. This Note argues that this prohibition …

Who Decides The Dead? Interpreting Washington’S Disposition Of Remains Statute, Wyatt Young

Seattle University Law Review

Washington’s disposition-of-remains statute, RCW 68.50.160, is designed to honor a decedent’s expressed wishes regarding the control and disposition of their body after death. Yet recent litigation reveals a critical gap between the statute’s intent-centered design and its practical enforceability. In Larotonda v. Blackburn, a trial court acknowledged that irreparable harm would occur if a decedent’s burial wishes were ignored but nonetheless denied relief on the grounds that the individual designated to carry out those wishes lacked standing. The result was a legal paradox: a statute that recognizes decedent autonomy in theory but withholds any meaningful mechanism for its enforcement …

Postcolonial Private Law, Debadatta Bose

Brooklyn Law Review

This Article provides the missing normative foundation by linking dynamic due process and rigorous rational basis to deliberative democracy. Rigorous rational basis, in essence, requires that majorities offer what deliberative democracy calls publicly accessible reasons—those capable of engaging fellow citizens across lines of difference—for restrictions on liberties. Courts, from this perspective, legitimately referee inevitable democratic conflicts in our pluralistic society. A Court that helps restore reasoned and productive politics cannot come soon enough.

Corporate Social Responsibility And Firm Value: A Critically Appraised Topic, Shinika L. Byrd

Engaged Management ReView

Corporate social responsibility (CSR) has become an important component of strategic management, yet whether it enhances firm value remains a debated question. This Critically Appraised Topic (CAT) synthesizes the most recent peer-reviewed evidence to examine the relationship between CSR and the firm value of U.S. publicly traded companies. The guiding research question is: Does corporate social responsibility improve firm value? Findings indicate that CSR does not consistently improve firm value. Rather, its impact depends on factors such as strategic alignment, governance quality, transparency, stakeholder perceptions, and market conditions. Evidence suggests that strategically integrated, employee-centered CSR initiatives are more likely to …

Pengabaian Hak Cipta Musik Dalam Pelatihan Algoritma Artificial Intelligence: Analisis Penggandaan Karya Dan Implikasi Hak Moral Pencipta, Adi Jaya, Reni B. Setianingrum

Jurnal Hukum & Pembangunan

The development of Artificial Intelligence in the music industry raises new legal challenges within copyright law, particulary regarding the use of copyrighted musical works as training data for AI algorithms, AI training processes typically involve digital reproduction, dataset storage, and musical pattern extraction, often conducted without consent or attribution, thereby posing risks to the protection of authors moral rights. This article examines whether AI training activities ca be legally classified as reproduction under Indonesia’s Copyright Law (Law No. 28 of 2014) and analyzes their implications for the protection of moral rights. Using a normative legal research method with statutory, conceptual, …

Kedudukan Hukum Perjanjian Jual Beli Tanah Ulayat Dalam Sistem Hukum Perdata Indonesia, Yeni Oktafia

Jurnal Hukum & Pembangunan

Under Article 1457 of the Indonesian Civil Code, a sale and purchase agreement creates reciprocal rights and obligations between the parties. In Indonesian land law practice, however, transactions involving customary land (tanah ulayat) present legal complexities due to its communal nature and governance by indigenous law communities, coupled with the absence of explicit regulation in the Civil Code and the plurality of customary law systems. This research examines the legal position and juridical implications of tanah ulayat sale and purchase agreements within Indonesian civil law while acknowledging the continued applicability of customary law. Employing a normative legal research method with …

Civil Liability Of A Parent Company For The Unlawful Acts Of Its Subsidiary: An Analysis Of The Piercing The Corporate Veil Doctrine In Indonesian Court Decisions, Giovan Ryan Kevin Barus, Togi M.P. Pangaribuan

Lex Patrimonium

This research examines the civil liability of a parent company for unlawful acts committed by its subsidiary within a corporate group structure in Indonesia, with particular emphasis on the application of the single economic entity and piercing the corporate veil doctrines. This research adopts a doctrinal legal research method with a descriptive-analytical approach, relying on statutory analysis, legal doctrines, and case studies, namely Supreme Court Decision Number 89 PK/Pdt/2010 and Serang District Court Decision Number 30/Pdt.G/2022/PN Srg. The findings demonstrate that although the principles of separate legal personality and limited liability remain fundamental under Indonesian company law, courts may, in …

Living In The Past: The Corporate Practice Of Medicine Doctrine’S Misguided Revival In An Era Of Private Equity, John Palmer

Villanova Law Review (1956 - )

No abstract provided.

The Rise Of Options Contracts In Sports, The Post-Murphy Regulatory Conundrum, And Implications On Federalism, Scott Barboza

UNH Sports Law Review

The Supreme Court’s decision in Murphy v. N.C.A.A. dismantled the federal prohibition on state-authorized sports betting and returned its primary regulatory authority over to the states. Following Murphy, states adopted widely varying sports-betting regimes. At the same time, advances in financial technology and the growing popularity of prediction markets created a new form of event-based speculation operating outside the traditional sportsbook model. Platforms such as Kalshi began offering “yes-no” contracts tied to sporting outcomes through federally regulated exchanges overseen by the Commodity Futures Trading Commission, framing such products not as wagers, but as financial derivatives governed by the Commodity Exchange …

Le Régime Juridique De La Tacite Reconduction En Droit Libanais, Krystel El Hajj

Proche-Orient, Études juridiques

No abstract provided.

L'Impérativité Face À La Liberté De Créer Toutes Actions Dans Les Sociétés Anonymes, Joséphine Hage-Chahine

Proche-Orient, Études juridiques

No abstract provided.

Les Actions De Préférence Émises Par Les Banques Libanaises, Aline Tanielian

Proche-Orient, Études juridiques

No abstract provided.

Pay-To-Play, Gad Weiss

BYU Law Review

Pay-to-play clauses are a surprisingly understudied feature of venture capital financing deals. These provisions are designed to act as enforcement agents, securing investors’ long-term commitment by penalizing those who decline to provide additional funding when their portfolio startups come calling. Through an analysis of a novel dataset of pay-to-play clauses, this paper uncovers surprising patterns in how U.S. startups design and deploy them—most notably, their tendency to discriminate among investors despite legal guidance suggesting otherwise. The paper illustrates how pay-to-play clauses can increase enterprise value by addressing flaws in startups’ governance and capital structures, preventing destructive “chicken” games among investor …

Les Conventions Réglementées Carences Et Solutions : Le Droit Libanais À L'Heure Française, Saba K. Zreik

Proche-Orient, Études juridiques

No abstract provided.

فلسفة حقوق الامتياز, محمد عمار تركمانية غزال

Proche-Orient, Études juridiques

No abstract provided.

Table Of Contents

Seattle University Law Review

Table of Contents

How The Dod Discourages Military Families From Seeking Mental Health Counseling, Christina Welch

Seattle University Law Review

The Department of Defense’s (DoD) administration of the Exceptional Family Member Program (EFMP) presents significant barriers to mental health care access for military spouses and children. This paper explores how the EFMP, though designed to support military families with special needs, inadvertently creates barriers to mental health treatment. Military family members often do not seek mental health treatment to avoid the program's mandatory enrollment requirements. Military family members often view enrollment in the program undesirable because enrollment can restrict the pool of potential future duty assignment locations that are available to service members.

The lack of comprehensive data collection by …

Volume 49 Masthead

Seattle University Law Review

Volume 49 Masthead

2025, Richard Delgado

Seattle University Law Review

"In a cutting and provocative social critique in one of the more extended Rodrigo Chronicles, Richard Delgado in 2025 employs skillful narrative—one of CRT’s many contributions to legal scholarship —to tell a gripping story of just how far the nation has descended into darkness with President Trump’s re-election. In Delgado’s vision, law professors—along with other political opponents of the President: immigrants, people of color, LGBTQ+ people, women, the underserved—have targets on their backs."

-excerpt from Kevin Johnson's review of 2025

Veiled Justice: Secularism And The Hijab Across Democracies, Mohamed ‘Arafa

Seattle University Law Review

For much of 2022, Iran was gripped by widespread protests led by women who openly challenged the regime’s authority, particularly its compulsory veiling laws, following the death of Mahsa Amini in police custody. Women around the globe came around and showed solidarity with the women in Iran. However, in non-Islamic countries and societies, one can still make out many prejudices and stereotyping connected to the question of whether and to what extent veiling is mandatory for women according to Shārīe’ā law. Is wearing the hijab a choice, or rather, an essential religious practice that religious Muslim women need to obey? …

Rewriting The Playbook: The X’S And O’S Of The House Settlement And The Future Of Student-Athletes’ Voice In Their Compensation, Matthew K.V. Glazer

Seattle University Law Review

Since the formation of the National Collegiate Athletic Association (NCAA) in the 1900s, collegiate athletes (student-athletes) have been prohibited from using their own name, image and likeness (NIL) for profit. But on July 1, 2021, the NCAA changed course and began allowing student-athletes to profit from their own NIL. In the past few years, U.S. college athletics have undergone significant changes, most notably introducing monetary compensation for student-athletes’ NIL. While these changes were long overdue and ultimately beneficial, they have significantly disrupted the landscape of college sports, giving rise to numerous challenges that some experts have compared to the “Wild …

Mr. Trump Goes To Washington Part Ii: A Review Of Richard Delgado's 2025, Kevin Johnson

Seattle University Law Review

Richard Delgado’s The Rodrigo Chronicles have captivated a generation of law students and legal scholars.  Mapping the terrain of race, racism, and Critical Race Theory (CRT), the skillful, and long-running narrative series stands as a testament to Delgado’s dedication to justice for all.

The Rodrigo Chronicles are simply one of Delgado’s many intellectual contributions and part of an unparalleled scholarly legacy.  As one of the founders of CRT, he produced a landmark body of scholarship –authoring the field's primary text,  making the argument for the regulation of hate speech,  forcefully challenging the Black/white binary of civil rights that long dominated …

International Law’S Forgotten Refugees—Palestinian Refugees In Egypt

Seattle University Law Review

This Article examines the legal and humanitarian crisis facing Palestinian refugees who have fled to Egypt amidst the ongoing violence in Gaza. While escaping active conflict, these refugees face systemic barriers to employment and education, rendering their living conditions precarious and unsustainable. The unique legal status of Palestinian refugees stems from the fact that they have been excluded from the 1951 Refugee Convention and its 1967 Protocol, leaving them without any meaningful international protection. This exclusion is rooted in the political complexities of the Palestinian struggle for self-determination and reflects a fragmented legal framework that prioritizes limited humanitarian aid over …

The Preventative Care Gap: Completing The Aca’S Vision For Health, Abby Nagaich

Seattle University Law Review

This Note examines the preventive care mandate under the Affordable Care Act (ACA) and the legal, political, and practical challenges that threaten its effectiveness. While the ACA significantly expanded access to no-cost preventive services, gaps remain—particularly in behavioral health, obesity management, and equitable service delivery. Ongoing litigation, potential administrative rollbacks, and shifting political leadership further destabilize this critical component of public health policy.

This Note argues that for the ACA to fulfill its original promise—and for any health framework to succeed—preventive care must be redefined as a comprehensive, early intervention approach grounded in both systemic access and patient education. It …