Business Organizations Law Commons^™

Enhanced Scrutiny On The Buy-Side, Afra Afsharipour, J. T. Laster

Georgia Law Review

Empirical studies of acquisitions consistently find
that public company bidders often overpay for targets,
imposing significant losses on bidder shareholders.
Numerous studies have connected bidder overpayment
with managerial agency costs and behavioral biases that
reflect management self-interest. For purposes of
corporate law, these concerns implicate the behavior of
fiduciaries—the officers and directors of the acquiring
entity—and raise questions about whether those
fiduciaries are fulfilling their duty of loyalty. To address
comparable sell-side concerns, the Delaware courts
developed an intermediate standard of review known as
enhanced scrutiny. There has been little exploration,
however, of whether the rationales for applying
enhanced scrutiny …

What The Hack?! Reexamining The Duty Of Oversight In An Age Of Data Breaches, Amanda M. Payne

Georgia Law Review

Due to the proliferation of electronic data and
advancements in technology, data breaches have become
commonplace. Data breaches are a threat to
corporations of all sizes and can have devastating
impacts. Focusing solely on Delaware law, this Note
explores how doctrines such as the business judgment
rule, exculpation provisions, and heightened pleading
standards have left shareholders with limited recourse
in holding directors liable for the catastrophic
consequences of data breaches. Recognizing that
shareholders have been unsuccessful alleging
Caremark-type claims arising out of a data breach, this
Note argues that the expansion of bad faith in Walt
Disney provides alternative ground …

Soft And Hard Strategies: The Role Of Business In The Crafting Of International Commercial Law, Susan Block-Lieb

Faculty Scholarship

Part I returns to the classic definition of hard international law initially put forward by Kenneth Abbott and Duncan Snidal and related IR scholars and analyzes existing commercial law treaties in light of this definition. It concludes that virtually none of these commercial law treaties constitute “hard” international law because nearly all commercial law treaties rely on national courts for enforcement. But Abbott and Snidal’s focus on the extent to which international law is legalized—and especially the extent to which it is enforced by international actors—may matter less with commercial than other more public international lawmaking. This is because the …

Let My Arm Be Broken Off At The Elbow, Chad J. Pomeroy

Faculty Articles

Though the American legal system is deferential toward religion and churches, it is undeniable that the Church of Latter-day Saints-and other like organizations-are not just churches. They are, instead, important participants in the market economy, some of them global business enterprises of major proportions. This twinning of profit and spirit is seamless for many religions, with numerous modem churches preaching a "prosperity gospel" that promises spiritual and temporal blessings in return for donations."' Still other churches-such as the Church of Scientology-directly charge for religious services that are "necessary" for spiritual improvement and advancement in the church hierarchy. And still others …

Can God Create A Rock So Heavy That He Cannot Lift It?: Outlawing Pensions Under State Constitutions, Chad J. Pomeroy

Faculty Articles

Public pensions are a problem. More than twenty-seven million people participate in state and local government pension plans. And those plans are in the hole trillions of dollars. This means that state and local governments are going to have to raise additional trillions in taxes (or shift those trillions away from schools, police, firemen, or other spending targets) to satisfy these obligations.

What can be done about such a large, seemingly intractable problem? A number of states have installed specific pension funding requirements within their constitutions. Most state constitutions contain some kind of balanced budget requirement, and a number of …

Legal Analysis On Bankability Of Hydro Floating Solar Project In Thailand, Natdanai Aramtiantamrong

Chulalongkorn University Theses and Dissertations (Chula ETD)

In comparison to other types of renewable energy projects, hydro floating solar projects are more complicated as public water resources are used as the location of the project but the electricity is generated from solar power. Accordingly, it is unclear whether the operation of the project falls within the definition of water use that is subject to the Water Resources Act B.E.2561(2018) or not. Several interpretations on the definition of water use in Section 4 of this Act may cause challenges in the bankability of the project. In order to fund the project, the project company generally relies on the …

The Experience Of The Application Of Safeguards On Certain Iron Or Steel Products In Indonesia : Lesson For Thailand, Nattanit Santimetvirul

Chulalongkorn University Theses and Dissertations (Chula ETD)

In comparison to other trade remedies under WTO, the number of safeguard measures imposed by WTO members has been relatively low as the requirements of safeguard is difficult to fulfill. However, there is change to such trend as there has been an increase in number of safeguard measures imposed by Indonesia. The Appellate Body Report on Indonesia — Safeguard on Certain Iron or Steel Products has provided important lesson to Thailand concerning on the determination of safeguard measure which has not been clearly mentioned in the WTO cases. The importance of safeguard characterization has been emphasized. This dispute has given …

B2c Online Dispute Resolution (Odr) Legal Frameworkfor Myanmar, Nwe Ni Htun

Chulalongkorn University Theses and Dissertations (Chula ETD)

This thesis examines the applicability of ODR mechanism for consumer disputes in Myanmar especially cross-border disputes. The paper consists of introduction; three main parts and a conclusion. The effect is the appearance of ODR and understanding of what is meant by ODR, how it works and why ODR is needed for consumer. It concludes the review of ODR by both information and communication technology (ICT) and legal view. The paper focuses on case study analysis and compares the legal framework; institutions based on the problem analysis form each case of ODR in the EU and Myanmar. Moreover why use ODR …

Challenges Of Excise Tax Reform In Myanmar : Illegal Alcohol Market And Method Of Charging On Alcoholic Beverages, Ngu Wah Maung

Chulalongkorn University Theses and Dissertations (Chula ETD)

Myanmar excise tax system is started from the British colonial regime. Excise tax system of Myanmar is complex and different from the other country. Myanmar excise tax system was reformed in several times. Before 2016, alcohol tax was collected as commercial tax. In 2016, the Specific Goods Tax Law was enacted and excise tax for alcoholic beverages has been named as specific goods tax under this law. According to this law excise tax was collected as specific goods tax. Reducing the alcohol consumption is one of the purposes of this law. This thesis analyses weaknesses of Myanmar excise tax system …

The Outsized Influence Of The Fcpa?, Veronica Root Martinez

Journal Articles

The current power and influence of the Foreign Corrupt Practices Act (“FCPA”) is really quite remarkable when one considers the statute was largely ignored for its first twenty-five years of existence. This statute, meant to reign in corruption by United States companies doing business abroad; has generated billions of dollars in revenue for the United States government; prompted the development of law firm practice groups and law school courses; become the subject of numerous scholarly articles; and has, arguably, made anti-bribery efforts the highest of priorities for multinational corporations engaged in robust compliance efforts. Corporations, scholars, and the public would …

What We Talk About When We Talk About Shareholder Primacy, Ann Lipton

Publications

No abstract provided.

Negotiating The Lender Of Last Resort: The 1913 Federal Reserve Act As A Debate Over Credit Distribution, Nadav Orian Peer

Publications

“Lending of last resort” is one of the key powers of central banks. As a lender of last resort, the Federal Reserve (the “Fed”) famously supports commercial banks facing distressed liquidity conditions, thereby mitigating destabilizing bank runs. Less famously, lender-of-last-resort powers also influence the distribution of credit among different groups in society and therefore have high stakes for economic inequality. The Fed’s role as a lender of last resort witnessed an unprecedented expansion during the 2007–2009 Crisis when the Fed invoked emergency powers to lend to a new set of borrowers known as “shadow banks”. The decision proved controversial and …

Snapchat's Gift: Equity Culture In High-Tech Firms, Amy Deen Westbrook, David A. Westbrook

Journal Articles

Snap, Inc., the company that owns the platform Snapchat, controversially offered nonvoting common shares to the public in 2017. This Article asks what it means to invest in Snap or other (mostly technology-based) companies in which common shareholders collectibely have little or no power to influence corporate policy. In particular, why do such investors expect to be compensated? This Article explores the familiar rationales for equity investing, including stock appreciation and dividends, and the logical shortcomings of those rationales in these circumstances. Adopting Henry Manne's "two systems" approach to corporate affairs through both law and economics, we show that corporation …