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Articles 181 - 210 of 330
Full-Text Articles in Business Organizations Law
Directors’ Duties Of Financially Distressed Companies In The Time Of Covid-19, Aurelio Gurrea-Martinez
Directors’ Duties Of Financially Distressed Companies In The Time Of Covid-19, Aurelio Gurrea-Martinez
Research Collection Yong Pung How School Of Law
Unlike other jurisdictions around the world, several European countries require corporate directors to file for bankruptcy once a company becomes insolvent. For instance, under German law, corporate directors are required to file for bankruptcy within three weeks since they know, or ought to have known, that the company became insolvent on a balance-sheet or a cash-flow basis. Failure to comply with this duty may expose the directors to both civil and criminal liability. In Spain, a similar duty is imposed. However, instead of exposing directors to criminal liability, they can be subject to other sanctions (including disqualification and liability for …
The Role Of The Board Of Financial Services Firms In Improving Their Firm's Culture, Ciaran Walker
The Role Of The Board Of Financial Services Firms In Improving Their Firm's Culture, Ciaran Walker
Seattle University Law Review
In this Article, we look at the role the board is expected to play under regulatory requirements and guidance; we then look specifically at the failings of boards in a number of the recent “scandals.” Finally, we offer a number of suggestions on ways in which the board can have a more effective role in improving firms’ culture. In this latter regard, we specifically focus on industry (rather than firm-specific) initiatives that could enable the board to have a more effective role, particularly in light of the setting up of the industry-funded Banking Standards Board in the U.K. and the …
Developing Fiduciary Culture In Vietnam, Brian Jm Quinn
Developing Fiduciary Culture In Vietnam, Brian Jm Quinn
Seattle University Law Review
This Article examines Vietnam’s efforts during the past two and a half decades to build up its legal infrastructure during its transition from a centrally planned to a market economy. In particular, this Article will focus on the development of legal and regulatory infrastructure to support the development of the corporate sector and fiduciary culture in Vietnam. In thinking about corporate law, I do not intend to single out this particular area of law as somehow special in the context of transition. In fact, its commonness and generality are what makes the experience of the development of corporate law and …
Epistemic Corporate Culture: Knowledge, Common Knowledge, And Professional Oaths, Boudewijn De Bruin
Epistemic Corporate Culture: Knowledge, Common Knowledge, And Professional Oaths, Boudewijn De Bruin
Seattle University Law Review
This Article does not assume that professional oaths accomplish what they are intended to do. Yet, I believe that oaths can fulfill important functions once they are crafted as part of carefully designed, more comprehensive approaches to managing ethical culture. Or better, I believe that by investigating more closely what an oath really is and what its preconditions are, we may gain insights that will help to change corporate culture for the better, even if companies do not wish to adopt oaths to manage ethics. Methodologically, this Article is grounded in various strands of philosophical research. In particular, I build …
The Effects Of Shareholder Primacy, Publicness, And "Privateness" On Corporate Cultures, Donald C. Langevoort
The Effects Of Shareholder Primacy, Publicness, And "Privateness" On Corporate Cultures, Donald C. Langevoort
Seattle University Law Review
My conundrum question is this: suppose managerialism triumphed in the governance wars so as to regain its desired level of autonomy from shareholder pressures for boards and managers—would we then expect to see a cultural shift inside corporations toward greater honesty and civil engagement, and if so, why? A helpful diagnostic question is to ask how managers currently construe shareholder and market primacy. Have they internalized it as a value or do they instead resent the demands? My argument here leans more toward resentment, though my contribution is more about how to develop a credible hypothesis than how to prove …
Unsubstantiated Allegations And Organizational Culture, Eugene Soltes
Unsubstantiated Allegations And Organizational Culture, Eugene Soltes
Seattle University Law Review
When organizations investigate allegations of misconduct, they routinely determine that some allegations are unsubstantiated. A variety of factors may contribute to the conclusion that an allegation does not warrant substantiation, including a lack of supporting evidence, false claims against others within the organization, and a failure to conduct a thorough inquiry. This Article examines the potential value of examining unsubstantiated allegations of misconduct to better understand an organization’s culture. I show that unsubstantiated allegations provide insight into where future violations may occur, employees’ proclivity to engage in subsequent violations, and firm productivity. I conclude by discussing ways that organizations can …
The Problem With Predators, June Carbone, William K. Black
The Problem With Predators, June Carbone, William K. Black
Seattle University Law Review
Both corporate theory and sex discrimination law start with presumptions that CEOs seek to advance legitimate ends and design the internal organization of business enterprises to achieve such ends. Yet, a growing literature questions why CEOs and boards of directors nonetheless select for Machiavellianism, narcissism, psychopathy, and toxic masculinity, despite the downsides associated with these traits. Three scholarly literatures—economics, criminology, and gender theory—draw on advances in psychology to shed new light on the construction of seemingly dysfunctional corporate cultures. They start by questioning the assumption that CEOs—even CEOs of seemingly mainstream businesses—necessarily seek to advance “legitimate” ends. Instead, they suggest …
Regulating Banking Ethics: A Toolkit, David Zaring
Regulating Banking Ethics: A Toolkit, David Zaring
Seattle University Law Review
There is little doubt that culture matters for institutions—entities ranging from economics departments to soccer teams spend plenty of time thinking about the cultures they hope to foster—and that culture is also exceedingly hard to measure or define. Regulators now have had a decade since the financial crisis to operationalize their approach to guiding and improving the ethics and culture of the banks they oversee. Understanding what they have chosen to do makes it easier to assess the value of the effort to make cultural transformation an important part of a regulatory program. It also offers lessons to the broader …
Why Do Good People Do Bad Things? A Multi-Level Analysis Of Individual, Organizational, And Structural Causes Of White-Collar Crime, Dr. Joe Mcgrath
Why Do Good People Do Bad Things? A Multi-Level Analysis Of Individual, Organizational, And Structural Causes Of White-Collar Crime, Dr. Joe Mcgrath
Seattle University Law Review
This Article draws on the Securities and Exchange Commission’s (SEC) complaint against Serageldin, the transcript for his plea hearing, and the transcript for his sentencing hearing. The SEC’s complaint provides a prosecutorial account of the fraud. It also includes actual extracts from Serageldin’s recorded phone calls at Credit Suisse which provide a realtime narrative of the fraud. The court transcripts detail Serageldin’s own account of the fraud and give a biographical account of Serageldin’s life, provided by his mother, who offered character evidence on his behalf. These perspectives allowed for the recasting of the SEC’s account of the fraud and …
In The Name Of Shareholder Value: Origin Myths Of Corporations And Their Ongoing Implications, Karen Ho
In The Name Of Shareholder Value: Origin Myths Of Corporations And Their Ongoing Implications, Karen Ho
Seattle University Law Review
Part I of this Article analyzes some of the contemporary critiques of, and debates around, shareholder value in order to illustrate why many of these contestations demonstrate underlying gaps or problematic assertions in the history and politics of shareholder value, especially if they are delimited by the narrow legal frames and neoliberal assumptions of corporations. It also provides the context necessary to explicate and ground why shareholder primacy and ownership assumptions are historically and legally flawed, and how financial values and assumptions continue to be championed (and financial power elided), despite the recent implosions of shareholder value. Part II expands …
Bank Culture And The Official Sector: A Spectrum Of Options, Michael Held, Thomas M. Noone
Bank Culture And The Official Sector: A Spectrum Of Options, Michael Held, Thomas M. Noone
Seattle University Law Review
If you think culture is too squishy, please hear us out. In Part I of this Article, we set out what we mean by culture. In Part II, we explain why we are interested in culture and why it matters to us now. In Part III, we will survey the work of other public authorities in their efforts to address culture. In our view, these efforts fall into several categories along a spectrum from more advisory to more prescriptive. We do not endorse any particular method. All of these efforts are useful attempts to address a common problem: repeated ethical …
Coercive Competition: A New Paradigm For Culture And Conduct Risk Management, Stephen Scott
Coercive Competition: A New Paradigm For Culture And Conduct Risk Management, Stephen Scott
Seattle University Law Review
Ultimately, this is an Article about human behavior, its causes and consequences. A subject so vast does not confine itself to any one, narrow, academic swim-lane and neither do I. Rather, I have afforded myself the luxury of borrowing liberally from a range of disciplines and their associated literatures, seeking to weave a coherent narrative that allows us to ask “what are we to do?” and to posit an approach to identifying responsive ideas that at least warrant some consideration.
Management Culture And Surveillance, J.S. Nelson
Management Culture And Surveillance, J.S. Nelson
Seattle University Law Review
As the modern workplace increasingly adopts technology, that technology is being used to surveil workers in ways that can be highly invasive. Ostensibly, management uses surveillance to assess workers’ productivity, but it uses the same systems to, for example, map their interpersonal relationships, study their conversations, collect data on their health, track where they travel on and off the job, as well as monitor and manipulate their emotional responses. Many of these overreaches are justified in the name of enterprise control. That justification should worry us. This Article aims to make us think about how surveillance is being used as …
"Tone At The Top" And The Communication Of Corporate Values: Lost In Translation?, Alfredo Contreras, Aiyesha Dey, Claire Hill
"Tone At The Top" And The Communication Of Corporate Values: Lost In Translation?, Alfredo Contreras, Aiyesha Dey, Claire Hill
Seattle University Law Review
Many firms that were involved in large-scale corporate frauds had strong corporate codes of ethics and values statements. These firms were also subject to considerable social pressures to be mindful of their reputations; frauds are “negative reputational events.” Notably, the frauds not infrequently involved possible, or even outright, illegality. Why didn’t these strong forces—strong codes of ethics and firms’ clear interest in maintaining a good reputation, as well as the fear of legal liability—do more to prevent the frauds? It seems hard to imagine that serious misdeeds could occur if the top management was committed to preventing them. But top …
The Ip Of Ipas, Stephen Wolfson, Brian Roth, Chase Scott, Dustin Watts, Charles Hicks, Shivani Patel
The Ip Of Ipas, Stephen Wolfson, Brian Roth, Chase Scott, Dustin Watts, Charles Hicks, Shivani Patel
Other Colloquium, Conferences, and Symposia
Hosted by the Journal of Intellectual Property Law, this panel brought Brian Roth (Southern Brewing Co.), Chase Scott (Taylor, Feil, Harper & Lumsden, P.C.), and Dustin Watts (Terrapin Beer Co.) together with Stephen Wolfson (Research & Copyright Services Librarian, UGA Law School) and students from the Journal of Intellectual Property Law to discuss how breweries are navigating intellectual property issues. Free koozies to commemorate the event were distributed.
Recommendations And Comments On The Draft Vertical Merger Guidelines, Jonathan B. Baker, Nancy L. Rose, Steven C. Salop, Fiona Scott Morton
Recommendations And Comments On The Draft Vertical Merger Guidelines, Jonathan B. Baker, Nancy L. Rose, Steven C. Salop, Fiona Scott Morton
Georgetown Law Faculty Publications and Other Works
These recommendations and comments respond to the request by the Federal Trade Commission and the Department of Justice’s Antitrust Division for public comment on the draft 2020 Vertical Merger Guidelines. We commend the agencies for updating the 1984 non-horizontal merger guidelines by recognizing the substantial advances in economic thinking about vertical mergers in the thirty-five years since those guidelines were issued. Our comments emphasize four issues: (i) the treatment of the elimination of double marginalization (“EDM”), particularly that the draft vertical merger guidelines appear inappropriately to make proof of cognizability part of the agencies burden and that they appear to …
Quantifying The Increase In “Effective Concentration” From Verticle Mergers That Raise Input Foreclosure Concerns: Comment On The Draft Vertical Merger Guidelines, Serge Moresi, Steven C. Salop
Quantifying The Increase In “Effective Concentration” From Verticle Mergers That Raise Input Foreclosure Concerns: Comment On The Draft Vertical Merger Guidelines, Serge Moresi, Steven C. Salop
Georgetown Law Faculty Publications and Other Works
This comment responds to the request by the Federal Trade Commission and the Department of Justice’s Antitrust Division for public comment on the draft 2020 Vertical Merger Guidelines. In this comment, we show that there is an inherent loss of an indirect competitor and competition when a vertical merger raises input foreclosure concerns. We also show that it then is possible to calculate an effective increase in the HHI measure of concentration for the downstream market. We refer to this “proxy” measure as the “dHHI.” We derive the dHHI measure by comparing the pricing incentives and associated upward …
In Re Endochoice Holdings Inc. Order Preliminarily Approving Class Action Settlement And Providing For Issuance Of Notice, Elizabeth E. Long
In Re Endochoice Holdings Inc. Order Preliminarily Approving Class Action Settlement And Providing For Issuance Of Notice, Elizabeth E. Long
Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions
No abstract provided.
Dankruptcy: When The Green Runs Out, Marijuana Debtors Have Few Options, Jorge J. Rodriguez
Dankruptcy: When The Green Runs Out, Marijuana Debtors Have Few Options, Jorge J. Rodriguez
Arkansas Law Review
The legalized marijuana industry is lucrative but surrounded with uncertainties. The divergence between state and federal law has pushed this industry into a state of limbo. Furthermore, at the federal level, the lack of enforcing the prohibition has only exacerbated the uncertainty. Historically, the federal government has taken a very relaxed approach and allowed marijuana businesses to operate with minimal interference. As a result, there is a thriving legalized marijuana industry operating throughout the majority of the United States. However, there are many obstacles which plague and threaten the future of this relatively young industry. Of particular importance, and the …
The Overturning Of Quill And The New Nexus Standard, Ethan T. Kirner
The Overturning Of Quill And The New Nexus Standard, Ethan T. Kirner
DePaul Business & Commercial Law Journal
No abstract provided.
Blowing The Whistle In The Digital Age: Are You Really Anonymous? The Perils And Pitfalls Of Anonymity In Whistleblowing Law, Tanya M. Marcum J.D., Jacob Young D.B.A., Ethan T. Kirner
Blowing The Whistle In The Digital Age: Are You Really Anonymous? The Perils And Pitfalls Of Anonymity In Whistleblowing Law, Tanya M. Marcum J.D., Jacob Young D.B.A., Ethan T. Kirner
DePaul Business & Commercial Law Journal
No abstract provided.
Brown Order On Motion To Dismiss, Wesley B. Tailor
Brown Order On Motion To Dismiss, Wesley B. Tailor
Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions
No abstract provided.
Piedmont/Maple Order On Plaintiffs’ Petition For Attorneys’ Fees And Litigation Expenses, John J. Goger
Piedmont/Maple Order On Plaintiffs’ Petition For Attorneys’ Fees And Litigation Expenses, John J. Goger
Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions
No abstract provided.
Online Onboarding: Corporate Governance Training In The Covid-19 Era, Seth C. Oranburg, Benjamin P. Kahn
Online Onboarding: Corporate Governance Training In The Covid-19 Era, Seth C. Oranburg, Benjamin P. Kahn
Law Faculty Publications
Onboarding new directors is critical in the best of circumstances. What should organizations do when training new board members must be completed online? COVID-19 has forced both ordinary and extraordinary business functions to be conducted primarily online, and online onboarding may be necessary or preferred in a number of business contexts. This Article first reviews the best practices in director onboarding and explains the functional goals of those practices. It then explains how to leverage the power of virtual data rooms and virtual conference software to successfully onboard new corporate directors with virtual meetings. These strategies apply to both for-profit …
Chur V. Eighth Jud. Dist. Ct., 136 Nev. Adv. Op. 7 (Feb. 27, 2020), Dylan Lawter
Chur V. Eighth Jud. Dist. Ct., 136 Nev. Adv. Op. 7 (Feb. 27, 2020), Dylan Lawter
Nevada Supreme Court Summaries
Former directors of Lewis & Clark LTC Risk Retention Group, Inc. filed a writ of mandamus in the Nevada Supreme Court, seeking (1) direction concerning the district court’s application of Shoen v. SAC Holding Corp. and (2) relief from that court’s judgment. The directors asserted that gross negligence does not support a viable claim for personal liability under the NRS 78.138. The Commissioner of Insurance for the State of Nevada maintained that gross negligence is an appropriate claim against directors under Shoen. The Court elected to consider the director’s petition for a writ of mandamus, clarified the language in …
The Importance Of Inferior Voting Rights In Dual-Class Firms, Dov Solomon
The Importance Of Inferior Voting Rights In Dual-Class Firms, Dov Solomon
BYU Law Review
Over the past several years, corporate law scholarship has carefully analyzed the effects of dual-class capital structures, which allocate superior voting rights to insiders and inferior voting rights to public shareholders. This Article adds to the literature by focusing on a unique and novel type of dual-class structure—one in which the public shares have no voting rights at all. It notes that this structure is fundamentally different because in the absence of even highly diluted voting rights in public hands, the firm does not have to abide by certain types of disclosure rules and corporate governance standards. Nonvoting shareholders are …
Spotify’S Direct Listing And Foreign Private Issuers: Protecting Investors When Foreign Private Issuers List On A U.S. Exchange But Not On Their Home Exchange, Tayler Tanner
BYU Law Review
No abstract provided.
Related Party Transactions In Commonwealth Asia: Complicating The Comparative Paradigm, Dan W. Puchniak, Umakanth Varottil
Related Party Transactions In Commonwealth Asia: Complicating The Comparative Paradigm, Dan W. Puchniak, Umakanth Varottil
Research Collection Yong Pung How School Of Law
The World Bank’s influential Doing Business Report (DBR) has been a key platform for the American-driven dissemination of global norms of good corporate governance. A prominent part of the DBR is the related party transactions (RPT) index, which ranks 190 jurisdictions from around the world on the quality of their laws regulating RPTs. According to the RPT Index, the regulation of RPTs in Commonwealth Asia’s most important economies is stellar. In the 2018 RPT Index, Singapore ranked 1st, Hong Kong and Malaysia tied for 3rd, and India came in at 20th. However, despite the uniformly high RPT Index scores in …
Johnson Order Denying Defendants’ Motion For Protective Order, Kelly Lee Ellerbee
Johnson Order Denying Defendants’ Motion For Protective Order, Kelly Lee Ellerbee
Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions
No abstract provided.
Human Rights Incorporated, Not Everyone Agrees, Dana Johnston
Human Rights Incorporated, Not Everyone Agrees, Dana Johnston
The Journal of Business, Entrepreneurship & the Law
There is a massive gap between the operations of businesses and the fundamental human rights of the workers and people impacted by the businesses. This has become apparent in the multiple major cases of abuse that have occurred in recent history. Businesses should be looking to hold their operations to high human rights requirements. Companies should be required to respect all human rights and not pick and choose which rights to deal with or which rights are easy for them to handle. Businesses have the ability to negatively or positively impact all human rights issues including, health and safety, freedom …