Business Organizations Law Commons^™

Environmental Crime Comes Of Age: The Evolution Of Criminal Enforcement In The Environmental Regulatory Scheme, David M. Uhlmann

Articles

The Rivers and Harbors Act of 1899 often is considered the first environmental criminal statute because it contains strict liability provisions that make it a misdemeanor to discharge refuse into navigable waters of the United States without a permit. When Congress passed the Rivers and Harbors Act, however, it was far more concerned with preventing interference with interstate commerce than environmental protection. For practical purposes, the environmental crimes program in the United States dates to the development of the modem environmental regulatory system during the 1970s, and amendments to the environmental laws during the 1980s, which upgraded criminal violations of …

How Deregulating Derivatives Led To Disaster, And Why Re-Regulating Them Can Prevent Another, Lynn A. Stout

Cornell Law Faculty Publications

When credit markets froze up in the fall of 2008, many economists pronounced the crisis both inexplicable and unforeseeable. That’s because they were economists, not lawyers.

Lawyers who specialize in financial regulation, and especially the small cadre who specialize in derivatives regulation, understood what went wrong. (Some even predicted it.) That’s because the roots of the catastrophe lay not in changes in the markets, but changes in the law. Perhaps the most important of those changes was the U.S. Congress’s decision to deregulate financial derivatives with the Commodity Futures Modernization Act (CFMA) of 2000.

Prior to 2000, off-exchange derivatives contracts …

Eat Your Vegetables (Or At Least Understand Why You Should): Can Better Warning And Education Of Prospective Minority Owners Reduce Oppression In Closely Held Businesses?, Michael K. Molitor

Fordham Journal of Corporate & Financial Law

No abstract provided.

The Crumbled Difference Between Legal And Illegal Arbitration Awards: Hall Street Associates And The Waning Public Policy Exception, Jonathan A. Marcantel

Fordham Journal of Corporate & Financial Law

No abstract provided.

Securities Fraud, Officer And Director Bars, And The "Unfitness" Inquiry After Sarbanes-Oxley, Jon Carlson

Fordham Journal of Corporate & Financial Law

No abstract provided.

Responding To The Subprime Mess: The New Regulatory Landscape, David Schmudde

Fordham Journal of Corporate & Financial Law

No abstract provided.

Don't Cry For Me Argentina: Economic Crises And The Restructuring Of Financial Property, Horacio Spector

Fordham Journal of Corporate & Financial Law

No abstract provided.

Covered Bonds: Shelter From Financial Turmoil, Exposure To The 1940 Act, Steve Flantsbaum

Fordham Journal of Corporate & Financial Law

No abstract provided.

What Happens In Vegas Doesn't Always Stay In Vegas: Nevada Corporations Enjoy A Disproportionate Share Of Sec Trading Suspensions, Anthony J. Cataldo Ii, Peter F. Oehlers, Robert C. Scanlon

Accounting Faculty Publications

No abstract provided.

A Voice-Based Framework For Evaluating Claims Of Minority Shareholder Oppression In The Close Corporation, Benjamin Means

Faculty Publications

No abstract provided.

Kern V. Arlington Ridge Pathology, S.D.: An Unsound Decision Illustrating A Lack Of Awareness Of Basic Corporate Law Principles, Charles W. Murdock

Faculty Publications & Other Works

No abstract provided.

D&O Insurance In Bankruptcy: Just Another Business Contract, Elina Chechelnitsky

Fordham Journal of Corporate & Financial Law

No abstract provided.

Cornerstone Investors And Initial Public Offerings On The Stock Exchange Of Hong Kong, Chee Keong Low

Fordham Journal of Corporate & Financial Law

No abstract provided.

Recognizing The "Bad Barrel" In Public Business Firms: Social And Organizational Factors In Misconduct By Senior Decision-Makers, James A. Fanto

Buffalo Law Review

No abstract provided.

Pirating The Runway: The Potential Impact Of The Design Piracy Prohibition Act On Fashion Retail, H. Shayne Adler

UC Law Business Journal

Historically, the fashion industry has followed a clear trickle-down business model, relying on the free flow of creative ideas from high fashion and couture houses to more affordable, mass-produced clothing lines that interpret these concepts. However, recent technological developments have altered the structure and modus operandi of this multi-billion dollar sector of the economy, resulting in a rise in production imitation and knockoff items. This Note analyzes the effects of such a shift in the industry paradigm, both positive and negative, for both designers and consumers. In addition, this Note examines the potential impact of the proposed legislation known as …

It's Just Secured Credit: The Natural Law Case In Defense Of Some Forms Of Secured Credit, Brian Mccall

Faculty Articles

For decades scholars have been debating whether of not the institution of security can be explained and justified. After much discussion from varying points of view and hermeneutics, although some insights have been gained, the answer to the original question remains unresolved. This article attempts to bring new life to this debate by building on Professors Mooney and Harris’ idea of security interest as property right while taking account of the valid concerns of scholars such as Elizabeth Warren and Lyn Lopucki that certain results produced by the current system seem unjust. This reconciliation of these two strands of secured …

The Future Of The Securities And Exchange Commission As A Market Regulator, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

Arrow's Theorem And The Exclusive Shareholder Franchise, Grant M. Hayden, Matthew T. Bodie

All Faculty Scholarship

In this essay, we contest one of the main arguments for restricting corporate board voting to shareholders. In justifying the limitation of the franchise to shareholders, scholars have repeatedly turned to social choice theory—specifically, Arrow’s theorem—to justify the exclusive shareholder franchise. Citing to the theorem, corporate law commentators have argued that lumping different groups of stakeholders together into the electorate would result in a lack of consensus and, ultimately, the lack of coherence that attends intransitive social choices, perhaps even leading the corporation to self-destruct. We contend that this argument is misguided. First, we argue that scholars have greatly overestimated …

Shareholders In The Jury Box: A Populist Check Against Corporate Mismanagement, Ann M. Scarlett

All Faculty Scholarship

The recent subprime mortgage disaster exposed corporate officers and directors who mismanaged their corporations, failed to exercise proper oversight, and acted in their self-interest. Two previous waves of corporate scandals in this decade revealed similar misconduct. After the initial scandals, Congress and the Securities and Exchange Commission attempted to prevent the next crisis in corporate governance through legislative and regulatory actions such as the Sarbanes-Oxley Act of 2002. Those attempts failed. Shareholder derivative litigation has also failed because judges accord corporate executives great deference and thus rarely impose liability for breaches of fiduciary duties.

To prevent the next crisis in …

Clawbacks: Prospective Contract Measures In An Era Of Excessive Executive Compensation And Ponzi Schemes, Miriam A. Cherry, Jarrod Wong

All Faculty Scholarship

In the spring of 2009, public outcry erupted over the multi-million dollar bonuses paid to AIG executives even as the company was receiving TARP funds. Various measures were proposed in response, including a 90% retroactive tax on the bonuses, which the media described as a "clawback." Separately, the term "clawback" was also used to refer to remedies potentially available to investors defrauded in the multi-billion dollar Ponzi scheme run by Bernard Madoff. While the media and legal commentators have used the term "clawback" reflexively, the concept has yet to be fully analyzed. In this article, we propose a doctrine of …

Administrative Governance As Corporate Governance: A Partial Explanation For The Growth Of China's Stock Markets, David A. Caragliano

Michigan Journal of International Law

This Note argues that during the first decade of stock market development (roughly 1990-2000) Chinese institutions, which emphasized administrative direction and control, functioned in lieu of legal and financial institutions. Preexisting modes of administrative governance introduced incentives that mitigated information asymmetry problems inherent in initial public offerings (IPOs) and contributed to enhanced market valuation during the post-IPO phase. The author focuses on two sui generis Chinese institutions employed during this time period: the quota system for equity share issuance and the Special Treatment (ST) system for underperforming issuers. In short, the thesis is that administrative governance substituted for corporate governance.

Family Constitutions: A Case Study Of Ten Families--Problems, Issues And Concerns, Maria Teresa L. Galura, Ricardo H. Mercado, Joseph Sedfrey S. Santiago

Marketing and Law Faculty Publications

This paper looks at ten family constitutions crafted with the assistance of the Family Business Development Center (FBDC) within a span of at least two years. The families, all Filipinos, are in different industries, reside in various cities, and are in various stages of managerial transition between generations. The ten constitutions are analyzed from different relational and business angles, including governance structure, family communication, succession and retirement plan, professionalizing the business, strategic planning, ownership contract and business protocol. The paper proposes to undertake a comparative study of family constitutions in five ASEAN countries.

Expelling Law Firm Partners, Douglas R. Richmond

Cleveland State Law Review

Law firm partners may be de-equitized or expelled by their firms in good times as well as lean. Such actions appear to be on the upswing. There are, however, relatively few cases on these subjects. The leading case, Holman v. Coie, is dated; the practice of law, at least in large law firms, has changed considerably in the thirty plus years since Holman was decided. Looking ahead, courts must carefully reanalyze the intra-firm duty of good faith and fair dealing. Rather than confining liability to cases of economic predation, courts should review partner de-equitizations and expulsions under either excluder or …

Branson, No Seat At The Table: How Corporate Governance And Law Keep Women Out Of The Boardroom, Joan Macleod Heminway, Sarah White

Pace Law Review

No abstract provided.

Innovative Destruction - Structured Finance And Credit Market Reform In The Bubble Era, Aaron Unterman

UC Law Business Journal

The combination of unregulated financial innovation and rampant greed had, and continues to have, dire effects on the global economy. The financial crisis, which began in the U.S. subprime housing market, has spread across the globe, decimating the structured finance industry and brought about an unprecedented collapse in the world financial markets. This paper explores the role that structured finance played in the credit crisis, by dissecting the complex instruments which drove the industry and allowed the U.S. subprime housing market meltdown to infect the entire global economy. The author argues that the finance industry is in need of thorough …

Hiding Behind The Corporate Veil: A Guide For Non-Profit Corporations With For-Profit Subsidiaries, Seong J. Kim

UC Law Business Journal

The non-profit sector is ripe for abuse due to non-profit organizations' unique regulatory positions, favorable tax treatment, and potential to earn large profits. For example, private foundations have become large repositories of untaxed wealth that accumulate great economic power. Additionally, dozens of non-profit directors and executives are also officers of outside companies that engage in business activities with non-profit organizations. This article addresses an emerging and complex problem surrounding non-profit corporations: whether or not a party should be able to pierce the corporate veil of a non-profit corporation for actions of their for-profit subsidiary. It also looks at the underlying …

Leaving Money On The Table And Providing An Incentive Not To Pay - The Story Of A Flawed Collection Device, T. Keith Fogg

UC Law Business Journal

The "tax gap" represents the difference between the amount of tax owed by taxpayers and the amount that is actually voluntarily and timely paid. As of September 30, 2007, the IRS had $282 billion of unpaid assessments on its books of which 20 percent represented the unpaid payroll taxes due from employers. IRC Section 6672 gives the government a powerful tool to mitigate the tax gap, as it gives it the right to pierce the corporate veil in pursuit of the collection of unpaid payroll taxes. However, 6672 suffers from a near fatal flaw which results in failure to incentivize …

Money As Simulacrum: The Legal Nature And Reality Of Money, John J. Chung

UC Law Business Journal

The title of this paper is a nod to Simulacra and Simulation by post-modernist philosopher Jean Baudrillard. This paper explores the meaning and nature of money, and the form in which money exists today. The author begins by asking such basic questions as "what is money" and explores the history and development of money. We live in a world of increasingly transient and stunning wealth, a world where billionaires are as common as millionaires once were, where fortunes are gained and lost overnight, and of inexplicable wealth inequality. The author contends that the current state exists because money is a …

Will China Prevail Over The Current Wto, Angela Wang

UC Law Business Journal

Since its admission to the WTO in 2001, China has been in the process of complying with the commitments required by its accession agreement. This article addresses the following question: "As China and other developing countries come to play a more prominent role in today's global economy, will western industrialized countries adapt to this change or will they use the WTO to suppress China's ascension to power?" This article makes three different claims regarding the existing tension in the WTO between China and developed democratic countries like the United States. The arguments are as follow: 1) China's legal system is …

How Far Should The Pto Regulate Business Relationships Of Patent Practitioners, Kenneth R. Shurtz

UC Law Business Journal

The PTO Code of Professional Responsibility regulates the conduct of patent practitioners to ensure the integrity of the practice and protect client's interests. While patent agents and patent attorneys must both abide by the PTO Code, patent attorneys must also adhere to the Rules of Professional Conduct of the state in which they practice. Periodically, conflicts between the PTO Code and state ethics rules or uncertainties within the PTO Code have an adverse affect on the business practices of patent attorneys. These business practices include client engagement, disclosures to the client, partnerships and fee arrangements. This article examines the practical …