Business Organizations Law Commons^™

The Multinational Corporation Regulatory Guidebook, Rhond R. Roth

Georgia Journal of International & Comparative Law

No abstract provided.

Table Of Contents, Georgia Journal Of International And Comparative Law

Georgia Journal of International & Comparative Law

No abstract provided.

Institutionalized Disruption: The Rise Of The Reformer Startup, Abraham J.B. Cable

UC Law Business Journal

This essay emerges from a joint symposium of the Hastings Business Law Journal and the Hastings Science and Technology Law Journal entitled “Regulating the Disruption Economy: Tech Startups as Regulatory Reformers.” The symposium featured panels on virtual currency, crowdfunding, and the sharing economy.

Drawing from the symposium, this essay considers why startups are increasingly taking up the mantle of regulatory reform, how they are achieving their successes, and whether this is a positive development for our political economy. It tentatively proposes that: (1) features of the current venture capitalist market and startup ecosystem, rather than the pace of technological advancement, …

Perspectives - William Morrish, Professor Of Urban Ecologies At Parsons The New School For Design, James Hagy

Rooftops Project

How can arts organizations with an aspiration to build their own facilities connect project design both with the broader community and with financial sustainability? The Rooftops Project’s Zulaihat Nauzo and Professor James Hagy talk with William Morrish, Professor of Urban Ecologies at Parsons The New School for Design.

The Rights Of Shareholders In Authorizing Corporate Philanthropy, John A. Pearce Ii

Villanova Law Review (1956 - )

No abstract provided.

Vulnerability And "Control Fraud" Economics, William K. Black

Faculty Works

"Control fraud" refers to frauds in which the person who controls a seemingly legitimate entity uses it as a "weapon" to defraud. Control frauds cause greater financial losses than all other forms of property crime - combined. We are now living in the era of recurrent epidemics of control fraud. The LIBOR and foreign exchange cartels, for example, are the largest cartels in history- by roughly three orders of magnitude. VW has just admitted that it committed over 11 million fraudulent sales. Our largest financial institutions have been revealed to be criminal enterprises - and recidivists.

This paper brings the …

Crowdfunding Delusions, Reza Dibadj

UC Law Business Journal

Beyond all the hype surrounding crowdfunding there is a curious incongruity. On the one hand, there exist apparently successful crowdfunding sites; on the other hand, more than three years after the Jumpstart Our Business Act (“JOBS Act”) mandated an equity crowdfunding exception, we are still waiting for final regulations from the Securities and Exchange Commission.

This essay explores this irony, arguing that existing crowdfunding sites carefully manage around a fundamental ambiguity in the securities laws—a surprisingly fuzzy definition of what a “security” is. It then shifts to understanding the existing regulatory framework: the federal crowdfunding statute and proposed rules, as …

Employee Perks In Silicon Valley: Technology Companies Lead The “Arms Race” As Corporate Law Trails In Representing Shareholder Interests, Thuy Nguyen

UC Law Business Journal

Within the last decade, Silicon Valley technology companies have increasingly engaged in a practice of providing nontraditional perks to employees, in what has been characterized as an “arms race” to attract engineering talent. As this practice expands throughout Silicon Valley, so do the costs associated with providing these perks. While companies view the practice as a tool to recruit talent, boost productivity, and increase efficiency, the IRS’s renewed interest in scrutinizing the tax laws casts doubt on whether these stated objectives would remain robust in the future.

This Note focuses on the practice of providing employee perks from a shareholder …

Empowering Shareholders, Or Overburdening Companies? Analyzing The Potential Use Of Instant Runoff Voting In Corporate Elections, G. Scott Edwards

Vanderbilt Law Review

Although hotly debated today, one of the prevailing theories in the mind of the public as to why the shareholders of a corporation possess the right to vote in corporate elections is the fact that shareholders "own" the corporation. Even though one academic has written that this theory is the "worst" argument for shareholder primacy, the notion that shareholders should vote in corporations because the corporation "belongs" to them is strongly entrenched in the minds of the general public; in fact, this theory of shareholder primacy often creeps into judicial opinions, showing that even judges are influenced by the theory. …

Medicine As A Public Calling, Nicholas Bagley

Michigan Law Review

The debate over how to tame private medical spending tends to pit advocates of government-provided insurance—a single-payer scheme—against those who would prefer to harness market forces to hold down costs. When it is mentioned at all, the possibility of regulating the medical industry as a public utility is brusquely dismissed as anathema to the American regulatory tradition. This dismissiveness, however, rests on a failure to appreciate just how deeply the public utility model shaped health law in the twentieth century— and how it continues to shape health law today. Closer economic regulation of the medical industry may or may not …

Newsroom: Fcc's Sohn On Consumer Protection, Roger Williams University School Of Law

Life of the Law School (1993- )

No abstract provided.

State Of Georgia Order On Defendants Alan Yeager And Aes Claims Partners, Llc's Motion To Stay Proceedings And Compel Arbitration, Melvin K. Westmoreland

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

No abstract provided.

How Entrepreneurs Can Crowdfund Renewable Energy Projects, Adrian Chiang

The Journal of Business, Entrepreneurship & the Law

This Article explains how the entrepreneurial efforts and the upcoming changes in crowdfunding law will allow for more successful renewable energy projects in the United States. Part II examines the renewable energy market, its relevance, and the United States' transition from traditional non-renewable energy production to renewable energy production. Part III covers the general methods of energy financing from both public and private sources and how they have been utilized in typical energy financing structures. Part IV explains how an entrepreneur, utilizing the new rules on crowdfunding, can address the existing deficiencies in financing renewable energy projects. Part V explores …

The Family Llc: A New Approach To Insuring Dynastic Wealth, Evan Michael Purcell

The Journal of Business, Entrepreneurship & the Law

This Article introduces the taxpayer to the basic background principles needed to understand the inner workings of the investment, then provides a guide to drafting considerations for the family's attorney, and concludes with a general plan to maintain business legitimacy and take advantage of tax-favored status, while retaining the flexibility essential to combating the unexpected. Part II addresses the historically favored tax treatment of life insurance products, as well as relatively recent restrictive reforms. Part III addresses the background foundation of the LLC entity and surveys its skeletal structure. Part IV introduces a practical example of how to create an …

“Because That's Where The Money Is”: A Theory Of Corporate Legal Compliance, William C. Bradford

The Journal of Business, Entrepreneurship & the Law

The study and regulation of firms per se as agents of compliance may be misguided. Firms are abstractions that exist only in the legal, and not the natural, sense, and, as such, utterly lack decisional capacity. Firms do not decide whether to comply with law; people, specifically officers who exercise decisional authority on their behalf, do. Any theory that would explain or predict firm compliance must account for the individual level of analysis. However, most corporate legal compliance research minimizes the salience of personality. Accordingly, Part II traces associations between personalities of CEOs and firm compliance with obligations arising under …

Corruption At The Intersection Of Business And Government: The Oecd Convention, Supply-Side Corruption, And Canada’S Anti-Corruption Efforts To Date, Milos Barutciski, Sabrina Bandali

Osgoode Hall Law Journal

Over the last twenty years, international and regional conventions have been concluded to combat the corruption of public officials. Part I of the paper explains the genesis of international anti-corruption law and its focus on the “supply-side” of bribery transactions, drawing on the negotiating history and the experience of practitioners involved in the development of international anti-corruption law. Parts II and III examine Canada’s implementation of its international obligations and its enforcement record to date. Part IV of the paper concludes with an analysis of the challenges faced by Canadian businesses and the limitations of the focus on supply-side of …

The Role Of Corporate Governance In Curbing Foreign Corrupt Business Practices, Poonam Puri, Andrew Nichol

Osgoode Hall Law Journal

The role of corporate and securities laws in addressing foreign corrupt business practices have, to date, received limited consideration. Departing from the substantial literature on the criminal and public law response to international corruption, the authors analyze Canada’s Corruption of Foreign Public Officials Act in comparison with British and American legislation and conclude that the Canadian regime relies too heavily on the use of criminal sanctions and fails to contemplate the role of behaviour modification in its legislative structure. Recognizing that multinational corporations are well placed to identify, expose, and prevent corrupt business practices, the authors propose a private law-based …

The Brazilian Clean Company Act: Using Institutional Multiplicity For Effective Punishment, Mariana Mota Prado, Lindsey Carson, Izabela Correa

Osgoode Hall Law Journal

In Brazil’s battle against corruption over the past two decades, there has been significant progress associated with the systems of oversight and investigation but very little progress in holding corrupt actors legally accountable for their transgressions. We suggest that until very recently this could be partially explained by the fact that there was institutional multiplicity (i.e., duplication of functions) in oversight and investigative institutions, while at the punishment stage, a single and underperforming institution—the judiciary—exercised monopolistic authority. To circumvent the limits associated with Brazilian courts, the government is increasingly relying on administrative sanctions for corruption. It is in this context …

Lessons From Institutional Shareholder Services: Governing Benefit Corporations' Third-Party Standard, Tammi S. Etheridge

Michigan Business & Entrepreneurial Law Review

Almost one hundred years ago, Henry Ford, as CEO of the Ford Motor Company, announced a plan to cease payment of special dividends to shareholders. Instead, the company would reinvest its profits to employ more workers and build more factories. Investing in new workers and factories would cut the cost of cars and make them affordable to more people. Ford publicly declared that his “ambition [was] to employ still more men, to spread the benefits of this industrial system to the greatest possible number, to help them build up their lives and their homes. To do this we are putting …

Front Matter

Michigan Business & Entrepreneurial Law Review

No abstract provided.

An Early Report On Benefits Reports, J. Haskell Murray

West Virginia Law Review

No abstract provided.

The Institutional Appetite For Quack Corporate Governance, Alicia J. Davis

Articles

This Article offers evidence that higher quality internal corporate governance is associated with higher levels of ownership by institutional investors. This finding is consistent with the idea that institutions have greater reason than individual investors to prefer well-governed firms, but surprising given the substantial empirical evidence that casts doubt on the efficacy of internal governance mechanisms. The study described in this Article also finds that higher quality external governance is associated with lower proportions of ownership by certain types of institutional investors, also a somewhat surprising result given available empirical evidence on the positive relationship between external governance and firm …

Rethinking Limited Liability Of Parent Corporations For Foreign Subsidiaries’ Violations Of International Human Rights Law, Gwynne Skinner

Washington and Lee Law Review

The doctrine of limited liability of shareholders often prevents victims harmed by a corporation’s foreign subsidiary’s violation of international human rights norms from obtaining a remedy when that subsidiary operates in a country that has a weak or ineffective judicial system. This is because victims are often unable to obtain a remedy in these countries, and the doctrine almost always prevents victims from seeking a remedy from the parent corporation. Given this problem, in what situations should parent corporations be liable for the tortious activities of their foreign subsidiaries? This Article discusses the circumstances where imposing liability on parent corporations …

"Trade Or Business": The Relevance Of A Deceptively Simple Income Tax Phrase To The Labor Code, Federal Statutes, And Private Equity Activity, Arthur Acevedo

Florida A & M University Law Review

Corporate law is premised upon two fundamental principles: the pooling of moneys for investment purposes and the privilege of limited liability. The pooling of money enables promoters and investors to efficiently amass and organize substantial sums for investment purposes. The privilege of limited liability assures investors that personal liability for the underlying invested activity is limited to the moneys invested. Limited liability is a sacrosanct principle and a quintessential investment assumption within the investment community. Private equity firms have successfully exploited these two policies. However, a decision by the First Circuit Court of Appeal casts a shadow of doubt on …

Global Aerospace, Inc. Final Judgment And Order On Motions For Summary Judgment, Elizabeth E. Long

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

No abstract provided.

Private Investment And Public Health, David Gartner

Georgia Journal of International & Comparative Law

Related to Georgia Journal of International and Comparative Law Conference: The New Roles of Corporations in Global Governance

Trending @ Rwulaw: Lorraine Lalli's Post: Coming Home, Lorraine Lalli

Law School Blogs

No abstract provided.

Public Employee Strikes In Ohio: The Ferguson Act Reconsidered, Donald J. Hoffman, Donald J. Newman

Akron Law Review

A SOCIETY CHANGES through normal evolutionary processes, the laws by which that society elects to be governed must also be changed.2 The diminution of the rationale for a given law tends to render that law vacuous. Impossibility of effective enforcement of the law will often render a law impotent. Failure by the appropriate legislative body to revise or repeal such laws to more accurately accommodate the current consensus results in a general deterioration of society's respect for law. An example is the Ferguson Act, which unequivocably prohibits any public employee in Ohio from striking. It has become clear that the …

Income Tax Considerations In The Transition To A Professional Corporation, Harvey Dunn

Akron Law Review

[T]he tax considerations in the formation and operation of a professional corporation are numerous and, unfortunately, there are many areas which lack definite guidelines so as to enable the practitioner to give as definite an answer as he would like to. However, as with any new area of tax law, it will take time, decisions and rulings to develop what one may term as reasonable guidelines for reaching a conclusion. In the meantime, there is little doubt that with careful planning in the formative stages and close observation of the operation of a professional corporation, the risk of problems with …

Cguppi: Scoring Incentives To Engage In Parallel Accommodating Conduct, Serge Moresi, David Reitman, Steven C. Salop, Yianis Sarafidis

Georgetown Law Faculty Publications and Other Works

We propose an index for scoring coordination incentives, which we call the “coordination GUPPI” or cGUPPI. While the cGUPPI can be applied to a wide range of coordinated effects concerns, it is particularly relevant for gauging concerns of parallel accommodating conduct (PAC), a concept that received due prominence in the 2010 U.S. Horizontal Merger Guidelines. PAC is a type of coordinated conduct whereby a firm raises price with the expectation—but without any prior agreement—that one or more other firms will follow and match the price increase. The cGUPPI is the highest uniform price increase that all the would-be coordinating firms …