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Articles 241 - 270 of 297
Full-Text Articles in Business Organizations Law
Is Silence Really Golden - Assumption And Assignment Of Intellectual Property Licenses In Bankruptcy, Neil S. Hirshman, Michael G. Fatall, Peter M. Spingola
Is Silence Really Golden - Assumption And Assignment Of Intellectual Property Licenses In Bankruptcy, Neil S. Hirshman, Michael G. Fatall, Peter M. Spingola
UC Law Business Journal
A debtor-licensee often desires to assume or assume and assign intellectual property licenses to which it is a party-an action to which the non-debtor licensor may object. This article examines a debtor-licensee's ability to assume and assign such licenses in the context of bankruptcy. Courts that have considered the issue have held that, notwithstanding the general authority granted under 11 U.S.C. § 365, consent is likely required before a debtor-licensee can assume and assign a non-exclusive patent license, copyright license, or a trademark license if any such license contains an express restriction on assignment or is silent on the issue. …
Questioning The Per Se Standard In Cases Of Concerted Monopsony, Alan Devlin
Questioning The Per Se Standard In Cases Of Concerted Monopsony, Alan Devlin
UC Law Business Journal
Instances in which purchasers collude to depress price raise complex enforcement issues if one adheres literally to the widely accepted consumer welfare standard in antitrust analysis. One might imagine that reduced input costs above will translate into lower prices below. However, in-depth economic analysis reveals a counter-intuitive insight: the reduction in price upstream may lead to an inefficient supply-side substitution in production, resulting in higher levels of marginal cost and, hence, downstream prices. Whether downstream harm to consumers ultimately transpires depends on a host of variables including the price elasticity of demand facing sellers in the downstream market, the upstream …
Securing Derivatives Obligations With California Real Estate - Selected Enforcement Issues, William L. Harvey
Securing Derivatives Obligations With California Real Estate - Selected Enforcement Issues, William L. Harvey
UC Law Business Journal
California's complex real estate security laws have long presented challenges to real estate-secured creditors, which have resulted in a deep and rich body of case law. Nevertheless, derivatives creditors wishing to use California real estate as collateral must face, without the benefit of definitive case law guidance, a variety of unique and novel legal issues. It is anticipated that such case law guidance, when it arrives, will give due consideration to the special documentation and policy issues surrounding derivatives and, having done so, conclude that close-out netting does not contravene section 726's security-first rule, and that section 2924c does not …
Bursting The Speculation Buying Bubble: Modifications To The Capital Gains Provision And The 1031 Exchange Rule, Catherine L. Pollina
Bursting The Speculation Buying Bubble: Modifications To The Capital Gains Provision And The 1031 Exchange Rule, Catherine L. Pollina
UC Law Business Journal
The United States' commercial real estate market has been a booming business for the last few decades. Presently, real estate prices are growing faster than the economy itself, and this existing investment climate has led to a potentially dangerous trend of speculative buying. This note addresses the economic hazards of this trend, then proposes a modification of the tax code dealing with commercial real property as an effective remedy for the current situation. This note explores the intended economic effects of the remedy and explains why it will be effective in moderating speculative buying in the United States.
Corporate Corruption And Reform Undertakings: A New Approach To An Old Problem, David Hess, Cristie Ford
Corporate Corruption And Reform Undertakings: A New Approach To An Old Problem, David Hess, Cristie Ford
All Faculty Publications
Over the past few years the Securities Exchange Commission (SEC) and Department of Justice (DOJ) have finally started making serious efforts at enforcing the United States' anti-bribery laws against corporations. These efforts will not be effective against the worst offenders, however, if they do not address the issue of corporate ethical culture. Over time, the use of improper payments can become embedded in a corporation's culture. The organizational actors treat payments of bribes, or the use of agents the company suspects of paying bribes, solely as economic issues and not as legal and ethical issues. Through the DOJ's use of …
Fixing 404, Joseph A. Grundfest, Steven E. Bochner
Fixing 404, Joseph A. Grundfest, Steven E. Bochner
Michigan Law Review
Although debate persists as to whether the costs of Sarbanes-Oxley's Section 404 regulations exceed their benefits, there is broad consensus that the rules have been inefficiently implemented. Substantive and procedural factors contribute to the rules' inefficiency. From a substantive perspective, the terms "material weakness" and "significant deficiency" are central to the implementing regulations and are easily interpreted to legitimize audits of controls that have only a remote probability of causing an inconsequential effect on the issuer's financial statements. As a quantitative matter the literature suggests that a control with a remote probability of causing an inconsequential effect has an expected …
A Business Ethics Perspective On Sarbanes-Oxley And The Organizational Sentencing Guidelines, David Hess
A Business Ethics Perspective On Sarbanes-Oxley And The Organizational Sentencing Guidelines, David Hess
Michigan Law Review
This Article assesses the ability of Sarbanes-Oxley and other recent changes in the law and stock exchange listing requirements to reduce the incidence of fraud and to increase the reporting of financial misconduct. It begins by examining the individual decision-makers within a corporation and analyzing their intentions and behaviors under the Theory of Planned Behavior. It then examines the ability of the organization to influence the employees' intentions and behaviors through codes of ethics and compliance programs, and finds growing support for the usefulness of integrity based compliance programs. Finally, the Article considers how the Sarbanes-Oxley legislation and Organizational Sentencing …
Sarbanes-Oxley And The Cross-Listing Premium, Kate Litvak
Sarbanes-Oxley And The Cross-Listing Premium, Kate Litvak
Michigan Law Review
This article tests whether the Sarbanes-Oxley Act ("SOX") affected the premium that investors are willing to pay for shares of foreign companies cross-listed in the United States. I find that from year-end 2001 (pre-SOX) to year-end 2002 (after SOX adoption), the Tobin's q and market/book ratios of foreign companies subject to SOX (cross-listed on levels 2 or 3) declined significantly, relative to Tobin's q and market/book ratios of both (i) matching non-cross-listed foreign companies from the same country, the same industry, and of similar size, and (ii) cross-listed companies from the same country that are not subject to SOX (listed …
Notification Of Data Security Breaches, Paul M. Schwartz, Edward J. Janger
Notification Of Data Security Breaches, Paul M. Schwartz, Edward J. Janger
Michigan Law Review
The law increasingly requires private companies to disclose information for the benefit of consumers. The latest examples of such regulation are state and federal laws that require companies to notify individuals of data security incidents involving their personal information. These laws, proposed in the wake of highly publicized data spills, seek to punish the breached entity and to protect consumers by requiring the entity to notify its customers about the security breach. There are competing approaches, however to how the law is to mandate release of information about data leaks. This Article finds that the current statutes' focus on reputational …
Mickey, Can You Spare A Dime? Disneywar, Executive Compensation, Corporate Governance, And Business Law Pedagogy, Kenneth M. Rosen
Mickey, Can You Spare A Dime? Disneywar, Executive Compensation, Corporate Governance, And Business Law Pedagogy, Kenneth M. Rosen
Michigan Law Review
American business executives are under fire. Recent, notorious difficulties at companies such as the Enron Corporation brought attention to these individuals. Notwithstanding the conclusion of the trials of some of those top executives, skepticism remains about the inner workings of U.S. corporations and the quality of corporate governance. Drawing special scrutiny from some quarters is the compensation granted to corporate officers and directors. For instance, the timing of certain stock option grants, a key component of some compensation packages, raised ire because of those options' supposed backdating and fortuitous proximity to increases in share prices. Further, some questioned more generally …
Securities Underwriters In Public Capital Markets: The Existence, Parameters And Consequences Of The Fiduciary Obligation To Avoid Conflicts, Andrew F. Tuch
Securities Underwriters In Public Capital Markets: The Existence, Parameters And Consequences Of The Fiduciary Obligation To Avoid Conflicts, Andrew F. Tuch
Scholarship@WashULaw
This article considers whether an investment bank, when acting as underwriter of a public securities offering, owes the issuing company the fiduciary obligation to avoid conflicts of interest. The question has not arisen for final judicial determination and has been overlooked by scholars and regulators. The highly lucrative and visible nature of underwriting work creates powerful incentives for investment banks to accept instructions in the face of this duty. At the same time, the web of loyalties that these institutions owe, by virtue of their broad and diverse range of products and services, creates intractable practical difficulties for compliance with …
Going Private At The Intersection Of The Market And The Law, Faith Stevelman
Going Private At The Intersection Of The Market And The Law, Faith Stevelman
Articles & Chapters
Delaware's fiduciary doctrine governing going private transactions by controlling stockholders is presently in disarray. Controllers generally select between single step cash-out mergers and tender offers followed by short-form mergers to do these freezeouts, and they are subject to very different equitable standards depending on the format selected. Further disarray arises because the courts' longstanding commitment to strict scrutiny in freezeouts is in tension with the popular disfavor towards private class-action litigation. This disarray threatens minority investors' interests in freezeouts, and capital market values more broadly. First, the disparities in freezeout doctrine have encouraged controllers to arbitrage the legal standards for …
Cost-Based And Rules-Based Regulatory Competition: Markets For Corporate Charters In The U.S. And The E.U., Marco Ventoruzzo
Cost-Based And Rules-Based Regulatory Competition: Markets For Corporate Charters In The U.S. And The E.U., Marco Ventoruzzo
Faculty Scholarship
Regulatory competition in corporate law is increasing in Europe and, not differently from what happens in the US, a market for corporate charters is developing in Europe. This article examines the differences between the US corporate law market, and the European one - to the extent that one exists. The basic idea is that, in Europe, there is a stronger competition for the (first) incorporation of rather small, closely-held corporations; while in the US a small closely-held corporation usually incorporates locally, where its shareholders and directors are located, and reincorporates - often in Delaware - when it is growing and, …
Reconciling Shareholder Limited Liability With Vicarious Copyright Liability: Holding Parent Corporations Liable For The Copyright Infringement Of Subsidiaries, Joshua M. Siegel
Reconciling Shareholder Limited Liability With Vicarious Copyright Liability: Holding Parent Corporations Liable For The Copyright Infringement Of Subsidiaries, Joshua M. Siegel
University of Richmond Law Review
No abstract provided.
A Perspective On Federal Corporation Law, Mark J. Loewenstein
A Perspective On Federal Corporation Law, Mark J. Loewenstein
Publications
No abstract provided.
Consumer Law As Tax Alternative, Rory Van Loo
Consumer Law As Tax Alternative, Rory Van Loo
Faculty Scholarship
Policymakers and scholars have in distributional conversations traditionally ignored consumer laws. Tax law dominates distributional conversations partly because legal rules are seen as less efficient and partly because consumer law research speaks to narrow and siloed contexts. Even millions of dollars in reduced credit card fees seem trivial compared to the trillion-dollar growth in income inequality that has sparked concern in recent decades. This Article is the first to synthesize the fragmented studies quantifying inefficiently higher consumer prices across diverse markets — called overcharge. These studies indicate that laws reducing overcharge could make a substantial reduction in inequality. Moreover, this …
Maximizing The Wealth Of Fictional Shareholders: Which Fiction Should Directors Embrace?, Gregory S. Crespi
Maximizing The Wealth Of Fictional Shareholders: Which Fiction Should Directors Embrace?, Gregory S. Crespi
Faculty Journal Articles and Book Chapters
Corporate directors are generally committed to the social norm of maximizing the wealth of their corporation's common shareholders. Their current practice is to simplify their investment decisions by positing a generic fictional shareholder who is undiversified in his investments as the person to whom they hold themselves accountable. In this Article I discuss this fictional undiversified shareholder concept and compare it with three alternative fictional characterizations that differ from it and among themselves only in the extent of assumed investor diversification, and which could each serve this same analytical function. These three alternatives are the fictional diversified shareholder, the fictional …
Opportunities And Pitfalls Under Sections 351 And 721, Craig L. Rascoe, William M. Richardson
Opportunities And Pitfalls Under Sections 351 And 721, Craig L. Rascoe, William M. Richardson
William & Mary Annual Tax Conference
No abstract provided.
Opportunities And Pitfalls Under Sections 351 And 721 (Slides), Craig L. Rascoe, William M. Richardson
Opportunities And Pitfalls Under Sections 351 And 721 (Slides), Craig L. Rascoe, William M. Richardson
William & Mary Annual Tax Conference
No abstract provided.
The Enron Trial Drama: A New Case For Stakeholder Theory, Russell Powell
The Enron Trial Drama: A New Case For Stakeholder Theory, Russell Powell
Faculty Articles
This article analyzes the trial of Jeffrey Skilling and Kenneth Lay, including an empirical analysis of jury comments made after the trial. The study indicates that the jury was influenced by the scope of the Enron collapse and its impact on employees, in particular. The article argues that if juries (or judges) are influenced by the magnitude of harm caused by fraudulent, disloyal behavior, especially when it impacts large numbers of working and middle-class employees, it is likely that the same factors will impact the outcome of derivative suits claiming breaches in fiduciary duties brought against officers and perhaps even …
Modern Partnership Law Comes To Kentucky: Comparing The Kentucky Revised Uniform Partnership Act And The Uniform Act From Which It Was Derived, Allan W. Vestal, Thomas E. Rutledge Jr.
Modern Partnership Law Comes To Kentucky: Comparing The Kentucky Revised Uniform Partnership Act And The Uniform Act From Which It Was Derived, Allan W. Vestal, Thomas E. Rutledge Jr.
Kentucky Law Journal
No abstract provided.
Corporate Deferred Prosecutions Through The Looking Glass Of Contract Policing, Candace Zierdt, Ellen S. Podgor
Corporate Deferred Prosecutions Through The Looking Glass Of Contract Policing, Candace Zierdt, Ellen S. Podgor
Kentucky Law Journal
No abstract provided.
Bumping Along The Bottom: Abandoned Principles And Failed Fiduciary Standards In Uniform Partnership And Llc Statutes, Rutheford B. Campbell Jr.
Bumping Along The Bottom: Abandoned Principles And Failed Fiduciary Standards In Uniform Partnership And Llc Statutes, Rutheford B. Campbell Jr.
Kentucky Law Journal
No abstract provided.
Twilight In The Zone Of Insolvency: Fiduciary Duty And Creditors Of Troubled Companies - The Duty To Creditors In Practice, J. William Callison, Mark A. Grovic, James J. Hanks Jr., Roger A. Lane
Twilight In The Zone Of Insolvency: Fiduciary Duty And Creditors Of Troubled Companies - The Duty To Creditors In Practice, J. William Callison, Mark A. Grovic, James J. Hanks Jr., Roger A. Lane
Journal of Business & Technology Law
No abstract provided.
Fiduciary Duties In Distressed Corporations: Second Generation Issues, Royce De R. Barondes
Fiduciary Duties In Distressed Corporations: Second Generation Issues, Royce De R. Barondes
Journal of Business & Technology Law
No abstract provided.
Why A Fiduciary Duty Shift To Creditors Of Insolvent Business Entities Is Incorrect As A Matter Of Theory And Practice, J. William Callison
Why A Fiduciary Duty Shift To Creditors Of Insolvent Business Entities Is Incorrect As A Matter Of Theory And Practice, J. William Callison
Journal of Business & Technology Law
No abstract provided.
Wood Prince V. Lynch: Opening The Door For Subsequent Misapplications Of The Business Judgment Rule To Claims Alleging That A Trustee Has Breached His Fiduciary Duty Of Loyalty, Megan L. Reuwer
Journal of Business & Technology Law
No abstract provided.
Criminalization Of Corporate Law, David Anders
Criminalization Of Corporate Law, David Anders
Journal of Business & Technology Law
No abstract provided.
What's Good For The Goose? A Critical Essay On "Best Practices" For Private Firms, Jennifer Johnson
What's Good For The Goose? A Critical Essay On "Best Practices" For Private Firms, Jennifer Johnson
Journal of Business & Technology Law
No abstract provided.
Regulating Excessive Executive Compensation - Why Bother?, Jerry W. Markham
Regulating Excessive Executive Compensation - Why Bother?, Jerry W. Markham
Journal of Business & Technology Law
No abstract provided.