Business Organizations Law Commons^™

Bringing Dark Money Into The Light: 501(C)(4) Organizations, Gift Tax, And Disclosure, Tyler J. Kassner

UC Law Business Journal

Political speech funneled through 501(c)(4) organizations and funded by anonymous contributions is not just legal: It’s rampant. Could applying the gift tax to 501(c)(4) contributions resolve a legal grey area while curbing this anonymous political speech? Legally, expanding the gift tax would appear to be a legitimate option. It would be consistent with prior tax expansions and it is not abnormal for tax incentives to influence taxpayer behavior. The problem is not whether Congress could expand the tax, but whether it should. Applying the gift tax to 501(c)(4) contributions may very well curtail anonymous spending by c4s, but it would …

Rational Financial Meltdowns, Manuel A. Utset

UC Law Business Journal

This article focuses on the following question: how can a group of rational, and often very sophisticated, financial actors cause financial meltdowns, in the regular course of business? There is no doubt much we still need to learn about irrational financial meltdowns, but more likely than not, cognitive shortcomings only make matters worse: they exacerbate the type of behavior that can lead even super-rational actors to cause financial meltdowns.

Negotiating Bribery: Toward Increased Transparency, Consistency, And Fairness In Pretrial Bargaining Under The Foreign Corrupt Practices Act, Peter Reilly

UC Law Business Journal

From business to individual, almost anyone can be the subject to investigation for possible violations of the U.S. Foreign Corrupt Practices Act. If a party is indicted, the case may be resolved through an ADR vehicle currently being employed by the DOJ: The Deferred Prosecution Agreement (“DPA”) or the Non-Prosecution Agreement (“NPA”).

The use of such agreements is not guaranteed as an alternative to trial; rather they are awarded to defendants through negotiations with the DOJ. But here is the problem: This negotiation between prosecutor and accused can sometimes be unfair to the point where any “bargaining” taking place is …

What Counts As A Domestic Transaction Anymore: The Second Circuit And Other Lower Courts' Struggles In Interpreting The Supreme Court's Intent In Morrison V. National Australia Bank When Dealing With Derivative Securities Transactions, Jacob True

UC Law Business Journal

The U.S. Supreme Court recently created uncertainty in the over-the-counter derivative securities market with its decision in Morrison v. National Australia Bank Ltd. Courts used to determine if claims involving fraudulent actions effecting securities transaction could be made under U.S. securities law by assessing whether the fraud was conducted or the effects of the fraud was felt within the United States, but after Morrison that changed. Now, a securities transaction must be made on a “domestic exchange” or be a transaction occurring within the United States. The Supreme Court did not thoroughly define what constitutes a “transaction occurring within the …

The Uncertain Scope Of Revised Article 9'S Statutory Prohibition Of Exculpatory Breach Of Peace Clauses, Michael Korybut

UC Law Business Journal

What length may an agent for a secured lender with a lien on a debtor’s personal property go to in order to repossess the debtor property to satisfy the debt? Wombles Charters, a 1990 New York case decided under Article 9 of the Uniform Commercial Code, was the first in a trilogy to condone the use of exculpatory repossession clauses allowing actions that would otherwise amounted to a breach of the peace. In 2001, Article 9 received a makeover that many presumed would invalidate Wombles carve outs yet, there is virtually no case law on the subject. This has led …

The Corporation, New Governance, And The Power Of The Publicization Narrative, Fenner Stewart

Indiana Journal of Global Legal Studies

The Corporation, New Governance, and the Power of the Publicization Narrative" takes a critical look at the idea of publicization and how it plays out within new governance. Publicization is a vague, but powerful, notion that the delegation of public power to for-profit agents-what John Braithwaite calls the 'privatization of the public" - will lead to such agents exercising this power as idealized public servants-what Braithwaite calls the "publicization of the private." This article argues that publicization of the private is a dangerous metaphor, which offers a romanticized picture of functionally efficient, decentered actors acting with the integrity of public …

Order On Defendant's Motion To Dismiss Plaintiffs' Verified Complaint (Harmony Land Company, Llc Et Al.), Elizabeth E. Long

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.

Order Granting Interlocutory Injunction (Runzhou Zhang Et Al.), Melvin K. Westmoreland

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.

Order On Defendants' Motion To Compel Against Non-Party Wells Fargo (Global Aerospace Inc.), Elizabeth E. Long

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.

Order On Valuation Of Shares Under Shareholder Agreement (Justin Fouse Et Al.), John J. Goger

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.

Sales Suppression As A Service (Ssaas) & The Apple Store Solution, Richard Thompson Ainsworth

Faculty Scholarship

The problem of sales suppression fraud is estimated to cost state and local governments $20 billion annually ($2 billion in New York restaurants alone). Modern sales suppression (skimming) is carried out with technology (Zappers and Phantom-ware). Nine undercover sting operations in and around Manhattan and the Bronx by investigators working for New York’s Department of Taxation and Finance (NY-DT&F) have identified the SSaaS variant of modern skimming.

A striking example of SSaaS may be unfolding in the $1 million sales suppression case against Congressman Michael Grimm (R-NY). It is alleged that Grimm skimmed sales from his Healthalicious restaurant in Manhattan, …

Can Self-Regulation Work? Lessons From The Private Security And Military Industry, Daphné Richemond-Barak Phd

Michigan Journal of International Law

The private security and military industry has undergone a dramatic shift over the past decade—from an under-regulated sphere of activity to one in which an array of self-regulatory schemes has emerged. These regulatory initiatives took shape as states, security companies, and the broader public recognized the need to clarify the legal framework applicable to private security and military companies. Private contractors, once regarded as mercenaries, have over the past two decades played an increasingly central role in support of modern militaries. Reasons for this phenomenon range from budgetary policy to the need for specialized expertise most readily available in the …

Fulton County Business Court: A Specialized Solution For The Modern Business Community, Megan K. Johnson

Georgia State University Law Review

Business courts or complex commercial divisions are growing in popularity as an effective tool to channel the most complex civil cases into one place before experienced judges with the background and training necessary to resolve the sophisticated issues often presented in those cases. According to North Carolina Business Court Judge Ben F. Tennille, one of the first judicial advocates of the business court model, the evolution of specialty business courts is a necessary response to “‘the rapidly increasing complexity, rate of change and globalization of business.’”

In 2005, Fulton County Superior Court launched a Business Case Division (“Fulton Business Court”) …

Water In The 21st Century, Grayson Michael Shor

Social Sciences

The aim of this research project is to provide a comprehensive and global analysis of water use in order to provide the reader with a comprehensive grasp of current and impending issues. The included five (5) chapters discuss water distribution, conservation, purification, law, international development, economic debates, ethical consideration, as well as educated estimations of the effects water related issues may cause in the next one-hundred years.

La Cuestionada Deseabilidad Económica De La Business Judgment Rule En El Derecho Español, Aurelio Gurrea-Martinez

Research Collection Yong Pung How School Of Law

Spanish Abstract: El presente trabajo pretende evaluar la deseabilidad económica de la business judgment rule en el Derecho español. En este sentido, y a pesar de los beneficios generalmente asociados a la protección de la discrecionalidad empresarial de los administradores sociales, no creemos que la implementación de esta regla resulte necesaria ni, de hecho, deseable en el Derecho español, al menos, en los términos propuestos por la Comisión de Expertos en materia de Gobierno Corporativo y recientemente incorporada en la normativa española de sociedades. En primer lugar, no creemos que la instauración de la business judgment rule resulte necesaria ya …

Aligning Corporate And Community Interests: From Abominable To Symbiotic, Barnali Choudhury

BYU Law Review

No abstract provided.

Nineteenth Century Corporate Law: A New Lens For Religious Freedom Scholars, Nathan B. Oman

Popular Media

No abstract provided.

Order On Motions To Compel Discovery (Southern Telecom Inc.), Melvin K. Westmoreland

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.

Order On Defendant's Motion To Dismiss (Pacific Bepure Industry Inc.), Alice D. Bonner

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.

Front Matter

Michigan Business & Entrepreneurial Law Review

No abstract provided.

Major League Baseball And The Green Revolution: A Market-Based Approach To Maintaining Competitive Balance In The Face Of Environmental Regulations, John Loughney

William & Mary Environmental Law and Policy Review

No abstract provided.

Sensible Bytes: States Need A New Approach To Justify Their Recruitment Of Internet Data Centers, Michael F. Kaestner

William & Mary Environmental Law and Policy Review

No abstract provided.

A Disclosure-Focused Approach To Compelled Commercial Speech, Andrew C. Budzinski

Michigan Law Review

In 2010, the Food and Drug Administration passed a rule revising compelled disclaimers on tobacco products pursuant to the Family Smoking Prevention and Tobacco Control Act. The rule required that tobacco warnings include something new: all tobacco products now had to bear one of nine graphic images to accompany the text. Tobacco companies filed suit contesting the constitutionality of the rule, arguing that the government violated their right to free commercial speech by compelling disclosure of the graphic content. Yet First Amendment jurisprudence lacks a doctrinally consistent standard for reviewing such compelled disclosures. Courts’ analyses typically depend on whether the …

Order On Various Motions (Justin Fouse Et Al.), John J. Goger

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.

Order On Various Motions (Global Aerospace, Inc.), Elizabeth E. Long

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.

Order On Second Motion To Show Cause And Renewed Motion To Remove Trustees, Melvin K. Westmoreland

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.

Of Bitcoins, Independently Wealthy Software, And The Zero-Member Llc, Shawn Bayern

NULR Online

No abstract provided.

The Case For A Market In Debt Governance, Yesha Yadav

Vanderbilt Law Review

Scholars have long lamented that the growth of modern finance has given way to a decline in debt governance. According to current theory, the expansive use of derivatives that enable lenders to trade away the default risk of their loans has made these lenders uninterested, even reckless, when it comes to exercising creditor discipline. In contrast to current theory, this Article argues that such derivatives can prove a positive and powerful influence in debt governance. Theory has overlooked those who sell credit protection to lenders and assume default risk on the borrower. These protection sellers are left holding the economic …

Aftermarketfailure: Windows Xp's End Of Support, Andrew Tutt

Michigan Law Review First Impressions

After 12 years, support for Windows XP will end on April 8, 2014. So proclaims a Microsoft website with a helpful clock counting down the days. "What does this mean?" the website asks. "It means you should take action." You should "migrate to a current supported operating system - such as Windows 8.1 - so you can receive regular security updates to protect [your] computer from malicious attacks." The costs of mass migration will be immense. About 30% of all desktop PCs are running Windows XP right now. An estimated 10% of the U.S. government's computers run Windows XP, including …

A Win For The Little Guys?: Appraising Minority Shareholder Rights Under The Delaware Short-Form Merger Statute After Berger V. Pubco Corp., Nicholas Carroll

Villanova Law Review (1956 - )

No abstract provided.