Business Organizations Law Commons^™

Robert D. Scarborough, Jr. Et Al., Order Denying Defendants’ Motion To Compel, Elizabeth E. Long

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

No abstract provided.

Robert D. Scarborough Jr. Et Al., Order On Plaintiffs' Motion To Disqualify Banker Donelson, Llp As Counsel For The Defendants, Elizabeth E. Long

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

No abstract provided.

A Cooperative Federalism Approach To Shareholder Arbitration, Zachary D. Clopton, Verity Winship

Cornell Law Faculty Publications

Arbitration dominates private law across an ever-expanding range of fields. Its latest target, however, may not be a new field as much as a new form: mandatory arbitration provisions built into corporate charters and bylaws. Recent developments in corporate law coupled with signals from the Securities and Exchange Commission suggest that regulators may be newly receptive to shareholder arbitration. What they do next may have dramatic consequences for whether and how corporate and securities laws are enforced.

The debate about the merits of arbitration is well worn, but its application to shareholder claims opens the door to a different set …

Trewin Homes, Llc, Order On Defendants’ Motion To Compel, Melvin K. Westmoreland

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

No abstract provided.

Agribusiness And Antitrust: The Bayer-Monsanto Merger, Its Legality, And Its Effect On The United States And European Union, Aleah Douglas

Global Business Law Review

This note examines the current and historical antitrust laws of the United States and the European Union as they relate to the currently pending merger between Bayer and Monsanto. It focuses alternatively on the legality of the merger under modern antitrust laws and the impact such a deal could have on the agribusiness industry in both Europe and the United States. Ultimately, the note argues that the Bayer-Monsanto merger is illegal and should be blocked by the proper authorities in the United States and the European Union.

Do Independent Directors Curb Financial Fraud? The Evidence And Proposals For Further Reform†, S. Burcu Avci, Cindy A. Schipani, Nejat Seyhun

Indiana Law Journal

In this Article, we argue that the U.S. corporate governance rules put too much faith in the independent board members and insufficient emphasis on the shareholders to control and monitor top management. Given the agency problem between the board of directors and the shareholders, outside directors can be captured by management, thereby leading to inadequate checks on management. The evidence presented in this Article shows that outside board members do not exercise sufficient controls on management even when management has gone awry. To solve this agency problem, we propose increasing the power of the principals: make shareholder resolutions binding on …

The Governing Authority's Responsibilities In Compliance And Risk Management, As Seen In The American Law Institute's Draft Principles Of Compliance, Risk Management, And Enforcement, James Fanto

Faculty Scholarship

No abstract provided.

Franchise Regulation For The Fissured Economy, Andrew Elmore

Faculty Scholarship

Franchise stores employ nearly nine million people in the United States. Many franchisors, which own trademarks that they license to franchisees, are among the largest, most sophisticated corporations in the United States. Yet franchise store employees are often paid below the minimum wage and frequently report unsafe workplaces and workplace discrimination.

The thesis of this Article is that widespread employment law noncompliance in franchise stores is symptomatic of the failure of employment law to recognize the measures that franchisors use to protect their brand in franchise stores. Franchisors often develop intensive relationships with franchisees and franchise store employees as representatives …

Competence And Order Of The Supervisory Board Of The Joint-Stock Company: Legal Aspect, M.M. Kamalov

Review of law sciences

This article examines issues related to the competence of the supervisory board of the joint-stock company. The author discusses in detail the provisions of the law "On joint-stock companies" in terms of the exclusive competence of the supervisory board in the sphere of general management of the company's activities, shareholders' rights, ensuring disclosure of information and transparency. Along with this, problems of forming competence, problems of withdrawing from the supervisory board, and the problem of paying remuneration to members of the supervisory board are considered.

Theoretical And Practical Issues Of Introducing The Institution Of Financial Responsibility Of Legal Entities, A. Umarov, A. Ibragimova

Review of law sciences

This article describes theoretical and practical issues of introducing the institution of financial and corporate responsibility of legal entities, an analysis of foreign and national legislation in the field of regulation of liability of legal entities, and gives suggestions and recommendations aimed at improving the legal norms of corporate legislation.

Problems And Countermeasures Of Criminal Bankruptcy In The Republic Of Kazakhstan, I. Mirzamuhamedova

Review of law sciences

In the article the actual problems connected with measures of counteraction of criminal bankruptcy in the Republic of Kazakhstan were discussed,they are based on the analysis of scientific works in the field of criminal responsibility for bankruptcy, the essence of existing gaps in the legislation of the Republic of Kazakhstan, regulating these relations, the detailed analysis of their content, the alternative ways of solving the resulting problems in the field of criminal liability for bankruptcy.

Features Of Legislative Regulation Of Foreign Banking Activities In The Cis Countries, Sh. Xujayev

Review of law sciences

The аrticle analyses standards of the bank law of the CIS countries concerning legal regulation of foreign banking activity. On the basis of studying of provisions of the relevant laws, the author suggests entering of corresponding changes and additions into the banking law of the Republic of Uzbekistan.

Proxy Access Voting: Evaluating Proxy Access And The Recent Phenomenon Of Corporations Adopting Shareholder Protective Policies, Danielle Vukovich

San Diego International Law Journal

Shareholders hold a financial stake in a corporation, and therefore are often viewed as owners of the corporation and believed to be in control for all corporate actions. However, their powers are circumscribed. Board of directors committees nominate directors to serve the corporation and these directors have the power to select the corporation’s officers. The committees provide shareholders a slate of proposed directors that are voted on and approved at the annual shareholder meeting. Shareholders may also propose their own slate of directors, but this typically requires a proxy contest, which can be expensive due to the costs both associated …

Information Rights — A Survey, Allen Sparkman

The Business, Entrepreneurship & Tax Law Review

This paper traces the development of the rights of owners of entities to examine and copy the entity’s books and records. The paper then surveys the current state of the law for corporations, limited liability companies, limited partnerships, and partnerships and makes recommendations.

Employees Beware: How Sb 43 Takes Missouri Anti-Discrimination Law Too Far, Emily Crane

The Business, Entrepreneurship & Tax Law Review

SB 43 passed through the Missouri Legislature and was signed into law by Governor Eric Greitens on June 30, 2017. Ostensibly intended to bring Missouri’s anti-discrimination law in line with analogous federal law, SB 43 amended the Missouri Human Rights Act and thereby improperly increased the legal burden on employment discrimination plaintiffs. This article examines the causation standards under Title VII of the Civil Rights Act of 1964 and the Americans with Disabilities Act and contrasts those with the newly-amended Missouri Human Rights Act to demonstrate just how far Missouri law has gone. In so doing, this article ultimately concludes …

Understanding The Scope Of Business Law Clinics: Perspectives From The United Kingdom, Israel And The United States,, Jonathan Askin, Dov Greenbaum, Assaf Ben-David, Victoria Roper, Elaine Campbell

Faculty Scholarship

No abstract provided.

Essay: Corporate Triplespeak: Responses By Investor-Owned Utilities To The Epa’S Proposed Clean Power Plan, Alan R. Palmiter

Brooklyn Law Review

During the year following the EPA’s proposed Clean Power Plan to regulate CO2 emissions in the power sector, the largest investor-owned electric utilities engaged in a curious triplespeak. Employing the moral language of political conservatives, the utilities focused on whether and how the EPA had transgressed its “traditional” regulatory role, thus altering the “structure” of energy federalism and potentially “degrading” orderly power supplies. In disclosure filings with the Securities and Exchange Commission, the utilities used the moral language of political libertarians, focusing on the “financial risks” that federal government “intervention” poses to efficient power “markets” and to the “freedom” of …

Rules Are Meant To Be Amended: How Regulation Crowdfunding's Final Rules Impact The Lives Of Startups And Small Businesses, Dylan J. Hans

Brooklyn Law Review

The Securities and Exchange Commission effectuated the final crowdfunding rules in 2016, and since then, those rules have become the target of scrutiny from startups and investors. Crowdfunding, a form of public capital raising, is an exciting means by which new companies raise money. But, how long will this regulation be a viable option for startups and small businesses? Will the regulation continue to create opportunities for small market enterprises to raise capital? This Note argues that the Securities and Exchange Commission must make adjustments to the Regulation Crowdfunding exemption to improve investor protection, while also reducing draconian disclosure requirements …

Overtime Overruled: Why The New Department Of Labor Overtime Regulations Should Not Go Into Effect, Morgan Westhues

The Business, Entrepreneurship & Tax Law Review

The United States Department of Labor recently revised its overtime regulations for white collar workers to keep up with the changing economy and inflation. While the salary level for who can receive overtime pay needs to be elevated, the proposed elevation to the salary level under the Obama Administration is too drastic. The proposed overtime regulations essentially double the current salary level for overtime eligibility. This drastic increase is already having negative effects on employees, even though it has not yet gone into effect. To prepare for the new regulations to take effect, employers have begun to find ways around …

You Down With Mwbe? Yeah You Know Me: A Summary Of The Mbe, Wbe, And Dbe Programs In The State Of Missouri, Shomari Benton, David Lloyd

The Business, Entrepreneurship & Tax Law Review

The State of Missouri and Missouri municipalities want to encourage minority and women owned businesses in their communities. The governments have created formalized programs to utilize these businesses. The purpose of these programs is to increase participation of women, minority, and other historically disadvantaged businesses in government related contracts. To bid upon or enter into government related contracts, minority, women, and other historically disadvantaged groups must apply for and receive program certification by different government entities. The certification application and process can be confusing, time consuming, and costly. But with guidance, can be navigated and be beneficial to minority and …

The New Blame Game: How Airbnb Has Been Mis-Regulated As The Scapegoat For Century-Old Problems, Kenyon Briggs

The Business, Entrepreneurship & Tax Law Review

Mis-regulation occurs when regulation does not fix the problem it was enacted to solve. This article first looks at what sort of issues regulation is capable of fixing. After that, a regulatory framework is provided that urges policymakers to only enact regulation that provides the greatest net benefit for all involved. In the case of Airbnb, two-way reputational mechanisms — the ability to rate the other party, usually through a public “five-star” rating system — has solved most of the problems regulation is capable of curing. Then, the article analyzes the current anti-Airbnb laws in New York City and San …

The Secret Life Of Priority: Corporate Reorganization After Jevic, Jonathan C. Lipson

Washington Law Review

Academics have long debated whether the order of bankruptcy distributions should be “absolute” or “relative.” Should courts have the flexibility to scramble priority to serve some greater good? The Supreme Court’s recent decision in Czyzewski v. Jevic Holding Corp. holds that the answer is “no”: priority is absolute absent the consent of affected creditors. “Consent” is not self-defining, however, and is largely ignored in debates about priority. This is a problem because consent is hard to pinpoint in corporate reorganizations, a type of aggregate proceeding that can involve hundreds or thousands of creditors and shareholders. Although the Jevic majority …

The Law And Finance Of Initial Coin Offerings, Aurelio Gurrea-Martinez, Nydia Remolina Leon

Research Collection Yong Pung How School Of Law

The rise of new technologies is changing the way companies raise funds. Along with the increase of crowdfunding in recent years, the use of Initial Coin Offerings (ICOs) has emerged more recently as a new form to raise capital. Companies in the United States raised more than $4 billion in 2017 and over $6.3 billion were raised through ICOs in the first three months of 2018. In a typical ICO, a company receives cryptocurrencies in exchange for certain rights embodied in “tokens”, whose nature, treatment and implications are generating controversy among securities regulators around the world.

The Corporate Law Dilemma And The Enlightened Sovereign Control Paradigm: In Search Of A New Legal Framework, Vincenzo Bavoso

Brooklyn Journal of Corporate, Financial & Commercial Law

This Article is centered on the proposal of a new model of corporate decision-making: the enlightened sovereign control paradigm. In revisiting the long-standing academic debate on the corporate objective, typically enshrined in the dichotomy between shareholder value and stakeholder theory, a critique of these existing models is put forward. In particular, it questions the ability of the existing theories to take account of the complex and multidimensional risks that are created by the company which affect different constituencies both inside and outside the company. While the global financial crisis of 2008 reignited the urgency to further define an appropriate legal …

The Sociedad Por Acciones Simplificada: Suggestions For Further Reform Of Mexico's First Unipersonal Limited Liability Entity, Laura K. Daugherty

Washington International Law Journal

Mexico introduced its first unipersonal limited liability entity in 2016, the Sociedad por Acciones Simplificada (“SAS”). The introduction of Mexico’s SAS is in line with legal development in Latin America as a whole, where there has been a recent trend towards introducing new unipersonal limited liability entities that are specially designed to reduce barriers to entry for burgeoning business owners and ease the requirements of owning a business entity. However, the Mexican SAS as it currently exists is uniquely overly restrictive. To remedy this, some of the current restrictions on the entity should be lifted to facilitate the functionality of …

Uncharted Waters? Legal Ethics And The Benefit Corporation, Joseph Pileri

St. Mary's Journal on Legal Malpractice & Ethics

Corporate law norms are reflected in lawyers’ ethical duties. The enactment of benefit corporation legislation across the country signals a legislative acknowledgment that corporate law can serve as a public, rather than a merely private, ordering mechanism. Benefit corporations expressly adopt a public benefit as a legal purpose of the enterprise. While many have written about this important development with respect to corporate fiduciary law, this essay is the first to explore the professional and ethical responsibility of lawyers representing benefit corporations. In the last century, as scholars and courts drove an understanding of corporate law that elevated the interests …

General Jurisdiction Over Corporate Defendants Under The Cjpta: Consistent With International Standards?, Catherine Walsh

Osgoode Hall Law Journal

“General jurisdiction” refers to a court’s competence to adjudicate disputes arising out of a defendant’s activities anywhere in the world. Absent consent or submission, international instruments reserve general jurisdiction over corporations to the states in which the corporation has its registered office, centre of administration, or principal place of business. The bases of general jurisdiction under the Court Jurisdiction and Proceedings Transfer Act (CJPTA) are far broader and include simply having a place of business in the forum or even registering to carry on business there. This article locates the conceptual roots of the CJPTA approach in the traditional common …

In Search Of Things Past And Future: Judicial Activism And Corporate Purpose, Edward J. Waitzer, Douglas Sarro

Osgoode Hall Law Journal

Corporate purpose does not lend itself to any clear or constant definition. Rather, courts’ understanding of corporate purpose adapts over time to reflect evolving social norms and expectations as to the proper role of the corporation in society. We use the oppression remedy under Canadian corporate law to explore how Canadian courts have and will continue to play a key role in shifting legal and market understandings of corporate purpose towards a more long-termist, stakeholder-focused perspective. We begin by exploring the rationale for moving the law in this direction, outlining some of the causes and effects of short-term horizons on …

Enforcing The Bargain V. Materiality Requirement: The Future Of Disclosure-Only Settlements Post-Trulia, Hao Jiang

Pace Law Review

In In re Trulia, Inc. Stockholder Litigation, the Delaware Court of Chancery broke away from its tradition of routinely approving disclosure-only settlements and required disclosures to be material in order to cure the conflict of interest between plaintiff’s counsel and the plaintiff class. I argue that fairness of settlement is the only standard in approving class action settlements and fairness will not be achieved by requiring materiality. Shareholders are legally entitled to all material information, as the board’s fiduciary duty dictates. Thus, material disclosures are enforcement of a legal duty that is no consideration for the release of shareholder claims. …

Direct Regulation Of Hedge Funds: An Analysis Of Hedge Fund Regulation After The Implementation Of Title Iv Of The Dodd-Frank Act, Jacob Johnson

DePaul Business & Commercial Law Journal

Jacob Johnson is a Class of 2018 Juris Doctor Candidate at DePaul University

College of Law and Research Staff Member of the DePaul Business and Commercial

Law Journal. He earned a B.A. in Political Science and minor in Business from the

University of Illinois at Urbana-Champaign in 2015. He would like to thank his

parents, John and Rebecca Johnson, for their constant support.