Business Organizations Law Commons^™

Ahs Residential, Llc., Order On Motions For Summary Judgment, Kelly L. Ellerbe

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

No abstract provided.

Spac Attack, Justin Kuehn

University of Arkansas at Little Rock Law Review

No abstract provided.

Top Ten Issues In De-Spac Securities Litigation, Wendy Gerwick Couture

University of Arkansas at Little Rock Law Review

I am delighted to contribute to this symposium on special purpose acquisition companies (SPACs). The securities litigation associated with the de-SPAC transaction is at an early stage, but courts are already wrestling with a number of unsettled issues that cast a mirror on SPACs and the securities laws more broadly. As these issues are resolved, they will affect the future of de-SPAC transactions as well as the regulatory environment in which they operate. In this essay, I identify ten such issues, drawing from the pleadings, briefings, and hearings in pending de-SPAC securities cases, with the goal of highlighting the key …

Spac Regulation—Past, Present And Future, E. Ramey Layne, K. Stancell Haigwood

University of Arkansas at Little Rock Law Review

No abstract provided.

Financial Innovation And Unforeseen Consequences: Spacs, Sec Lending, And Shorts, Christian A. Johnson

University of Arkansas at Little Rock Law Review

Although publicly traded “special purpose acquisition companies” (SPAC) have been trading for decades, the effect of the unique shareholder rights found in SPAC shares should be fully studied and compared with the rights of publicly traded non-SPAC shares. Because of their differences, PAC shares will not necessarily behave in the same way as non-SPAC shares in certain situations. The short selling of SPAC shares offers a useful case study as well as lessons for regulators, investors, and short sellers about the unforeseen and unintended consequences of financial innovation in the other-wise understood corner of securities lending and short selling of …

Undead Dicta Or Haunted Holdings? A Closer Look At The Zombie Subjective Intent Partnership Formation Cases

The University of New Hampshire Law Review

Undead precedents haunt the partnership formation caselaw. But just how dangerous are they? It depends on what type of zombies they are—walking-dead dicta or haunted holdings. Asking a court to ignore bad dicta is nowhere near as difficult for litigants as asking a court to overrule an entire line of cases.

This article takes a closer look at the undead partnership formation cases that were previously identified in a companion article and concludes that nearly all such cases fall into the less-scary category of undead dicta, rather than truly dangerous category of zombie holdings.

"Keep To The Code”: A Global Code Of Conduct For Third-Party Funders, Victoria Sahani

Faculty Scholarship

Global commercial third-party funding has given rise to wide-ranging regulatory approaches worldwide. Consequently, funders can engage in cross-border regulatory arbitrage by exploiting regulatory gaps within and among nations. This Article argues that the global community of nations should articulate a universal approach to the behavioral expectations of third-party funders operating transnationally, independent of local laws regarding the technical business of funding. It asserts that the key to fostering the ethical development of the third-party funding industry is to develop a globally applicable but locally enforced code of conduct or professional responsibility for the industry. Moreover, a successful regime for funder …

Navigating Insolvency Risks In Emerging Markets, Aurelio Gurrea-Martinez, Elena Daly

Research Collection Yong Pung How School Of Law

Most emerging markets have weak legal and institutional environments that generally lead to low levels of predictability and legal certainty. Moreover, the insolvency framework of most emerging markets is very inefficient, providing creditors with low recovery rates. Therefore, extending credit to companies in emerging economies may result in additional risks for lenders. This article explains how lenders can navigate some of these risks. By doing so, it is expected that, as a result of the higher level of creditor protection, companies in emerging markets will be able to have greater access to finance. Therefore, these strategies can ultimately benefit debtors …

Corporate Response To The War In Ukraine: Stakeholder Governance Or Stakeholder Pressure?, Anete Pajuste, Anna Toniolo

Emory Business Law Review

This Article empirically investigates the corporate response to the Russian invasion of Ukraine in the framework of the stakeholder capitalism debate. Some describe corporate leaders’ decision to withdraw from Russia as an example of stakeholder governance, maintaining that they placed social responsibility over profits. Others question the authenticity of corporate support for Ukraine and argue that companies left Russia mainly driven by operational and reputational concerns.

Against this backdrop, we conduct an empirical study of reactions to the outbreak of the war from companies in the S&P500 and STOXX600 indices. We explore whether managers effectively decided mostly on ethical and …

Beware The Proposed Us Crypto Regulation— It May Be A Trojan Horse, Hilary J. Allen

Popular Media

Following the spectacular failure of crypto exchange FTX International, there have been renewed calls for crypto legislation (including from the industry itself).But many of the proposals so far would be worse than the status quo — at least for the general public. Crypto firms such as FTX were involved in drafting many of the mooted US bills. The exchange’s implosion should not become a pretext for rushing these into law.

The Intersection Of Data Science, Tech And Law, Cardozo Law And Data Science Society, Cardozo Business Law Society, Cardozo Antitrust Society, Cardozo Intellectual Property Law Society (Ipls)

2022–2023 Flyers

No abstract provided.

The “Rarely Discussed And More Rarely Applied” Antitrust Implications Of Contractual Releases Of Antitrust Liability, With A Modest Proposal, Jared S. Sunshine

Ohio Northern University Law Review

No abstract provided.

Uk Supreme Court Rules That English Companies Can Be Sued For Actions Of Foreign Subsidiaries In The Interest Of “Substantial Justice”, Suzanne E. Chiodo

Articles & Book Chapters

No abstract provided.

H.J. Russell & Company, Order Granting With Prejudice Defendants' Join Motion To Dismiss, Wesley B. Tailor

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

No abstract provided.

Heyman Center Book Talk: Going Public, Heyman Center On Corporate Governance

2022 Event Invitations

Join us for a lively discussion with Dakin Campbell, author of Going Public: How Silicon Valley Rebels Loosened Wall Street’s Grip on the IPO and Sparked a Revolution and Megan Baier, partner at Wilson Sonsini Goodrich & Rosati, moderated by Rachel Landy, Visiting Assistant Professor and Director of the Heyman Center at Cardozo Law School.

Heyman Center Book Talk: Going Public, Heyman Center On Corporate Governance, Rachel Landy, Dakin Campbell, Megan Baier

2022–2023 Flyers

No abstract provided.

Troy Welker And Min Turner V. Mimedx Group, Inc., Et Al., Order On Motions To Dismiss, John J. Goger

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

No abstract provided.

Livingstone Motor Assemblers Limited (In Receivership) V Indeco Estates Development Company And Others (Supreme Court Judgment No. 1 Of 2013), Ntemena Mwanamwambwa

SAIPAR Case Review

The appeal stems from a winding-up petition filed in the High Court by the respondents seeking an order to commence winding-up proceedings as well as the appointment of a liquidator in respect of the appellant, Livingstone Motor Assemblers Limited. The latter was heavily indebted to several creditors, including the respondents and the Zambia National Commercial Bank (ZANACO) which had commenced receivership proceedings and appointed a receiver/manager extra judiciously, prior to the High Court granting the winding-up order. Disgruntled by the grant of the order, the receiver/manager made an application to vary it so that only he would retain possession of …

Against Secondary Meaning, Jeanne C. Fromer

Notre Dame Law Review

Trademark law premises protection and scope of marks on secondary meaning, which is established when a mark develops sufficient association to consumers with a business as a source of goods or services in addition to the mark’s linguistic primary meaning. In recent years, scholars have proposed that secondary meaning plays an even more central role in trademark law than it already does. Yet enshrining secondary meaning in the law undermines the ultimate goals of trademark law: promoting fair competition and protecting consumers. The dangers of enshrining secondary meaning include the problematic doctrine that has built up to assess it or …

Ackim Chirwa, Levy Joseph Ngoma And U-Fuel (Z) Limited V. Mini Mart Development Corporation Limited Caz Appeal No. 68/2021, Chanda Chungu

SAIPAR Case Review

No abstract provided.

Reconciling Corporate Interests With Broader Social Interests - Pursuit Of Corporate Interests Beyond Shareholder Primacy, Yong-Shik Lee

William & Mary Business Law Review

A seminal case in corporate law, Dodge v. Ford Motor Co., set the cardinal principle that corporations must serve the interests of shareholders rather than the interests of employees, customers, or the community. This principle, referred to as “shareholder primacy,” has been considered a tenet of the fiduciary duty owed by corporate directors. Scholars have disagreed on the current legal status of shareholder primacy. This Article examines the controversy in light of the current state legislation and case law. Regardless of its current legal status, shareholder primacy has influenced corporate behavior and encouraged short-term profit-seeking behavior with significant social …

When Cannabis Businesses Fail: Assignment For The Benefit Of Creditors As An Alternative To Bankruptcy, Edward S. Adams

Utah Law Review

Cannabis businesses should keep the ABC in mind if they begin to struggle. As the cannabis industry becomes a greater part of our economy, more practitioners need to be aware of the solutions to risks that come with running a business associated with cannabis. While the federal government appears to have taken a mostly hands-off approach with states with their own regulatory schemes, that does not address the concerns of a failing cannabis business. The ABC addresses those concerns and can serve as a valid substitute for filing for bankruptcy.

Chimanga Changa Limited V Export Trading Limited (Scz Appeal No. 3 Of 2022), Ntemena Mwanamwambwa, Chenela Mwale-Simbotwe

SAIPAR Case Review

The Supreme Court’s decision in Chimanga Changa has set a clear and resounding tone as well as a sound precedent in the Jurisprudence of Zambian Corporate Insolvency law, specifically in relation to how voluntary business rescue proceedings should be commenced, when they commence and most importantly that an application objecting to the commencement of business rescue proceedings pursuant to section 22(1), does not answer to the definition of a legal proceeding for purposes of effecting a moratorium within the confines of section 25 of the Act.

The 'Merge' Did Not Fix Ethereum, Hilary J. Allen

Popular Media

The Ethereum blockchain that facilitates much of the crypto world last month finally accomplished the long-promised and oft-delayed “Merge”, a technical switch in the way it works.

A New Age Of Antitrust: How The Latest Ftc Leadership Is Rewriting The Rules, Sara Rutherford

SLU Law Journal Online

The addition of a new Chair of the United States Federal Trade Commission has brought major changes relating to Big Tech. In this article, Sara Rutherford discusses the FTC's new anti-trust policies and their application to big companies.

Law School News: Rewards Of The Road Less Traveled 10-13-2022, Michelle Choate

Life of the Law School (1993- )

No abstract provided.

Bernard Parks Jr., And Bpj Enterprises, Inc., Order On Discovery Motions, John J. Goger

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

No abstract provided.

Taming Unicorns, Matthew Wansley

Indiana Law Journal

Until recently, most startups that grew to become valuable businesses chose to become public companies. In the last decade, the number of unicorns—private, venture-backed startups valued over one billion dollars—has increased more than tenfold. Some of these unicorns committed misconduct that they successfully concealed for years. The difficulty of trading private company securities facilitates the concealment of misconduct. The opportunity to profit from trading a company’s securities gives short sellers, analysts, and financial journalists incentives to uncover and reveal information about misconduct the company commits. Securities regulation and standard contract provisions restrict the trading of private company securities, which undermines …

The Corporate Forum, Sergio Alberto Gramitto Ricci, Christina M. Sautter

Faculty Works

In this response to Professor Jill Fisch’s article "GameStop and the Reemergence of the Retail Investor," we focus on one of the risks associated with the growth of retail investing that Fisch surveys, uncontrolled information sourcing. Drawing on our work on retail investors, we revisit an instrument dear to the U.S. Securities and Exchange Commission, whose potential has not been unleashed so far, the corporate forum. Our response succinctly discusses the main mechanics of the corporate forum, the benefits the corporate forum could provide, and the feasibility hurdles that might undermine the success of corporate forums.

Taming Unicorns, Matthew Wansley

Articles

Until recently, most startups that grew to become valuable businesses chose to become public companies. In the last decade, the number of unicorns—private, venture-backed startups valued over one billion dollars—has increased more than tenfold. Some of these unicorns committed misconduct that they successfully concealed for years. The difficulty of trading private company securities facilitates the concealment of misconduct. The opportunity to profit from trading a company’s securities gives short sellers, analysts, and financial journalists incentives to uncover and reveal information about misconduct the company commits. Securities regulation and standard contract provisions restrict the trading of private company securities, which undermines …