Business Organizations Law Commons^™

Alexander S. Glover, Et. Al. V. Georgia Mining Ventures, Llc, Et. Al., Order On Motion To Withdraw Admissions, Kelly Lee Ellerbe

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

No abstract provided.

Covid-19 As A Force Majeure On Joint Venture Agreements, Tannya Rebecca

Honors Theses

This thesis explores the legal and practical implications of the COVID-19 pandemic on joint ventures, focusing on the impact of force majeure clauses and supplier-buyer relationships. Drawing on insights from real-world professionals, the study examines the evolving perspectives on whether COVID-19 constitutes a force majeure event that affects supplier-buyer relationships in joint ventures. While the majority of professionals initially regarded COVID-19 as a force majeure event that significantly impacted these relationships between 2020 and 2022, dissenting views have gained traction in 2023.

Examining the legal framework and precedents, the research reveals that courts interpret force majeure clauses based on the …

Comments On Federal Trade Commission Non-Compete Ban Proposed Rule, Matter No. P201200, Chaz D. Brooks

Scholarly Articles in Law Reviews & Journals

Within signed law professors and law students submitted this letter to the Federal Trade Commission, writing in their individual capacities, not as agents of their affiliated institutions, in support of the Federal Trade Commission’s proposed rule to ban most non-compete clauses (the “Proposal”) as an unfair method of competition.

This letter offers comments in response to areas where the FTC has requested public comment. To make our views clear, this letter contains the following sections: I. Summary of the Proposal; II. The Commission Should Consider Expanding Its Definition of Non-Compete Clauses to Prevent Employers from Requiring Workers to Quit Before …

Alder Opportunity Lp, Et. Al. V. Cgc Capital Partners, Llc, Et. Al., Order On Pending Motions, Wesley B. Tailor

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

No abstract provided.

Alder Opportunitiy Lp, Et. Al. V. Cgc Capital Partners, Llc, Et. Al., Order On Pending Motions, Wesley B. Tailor

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

No abstract provided.

North Atlanta Vascular Clinic V. Dr. Thomas Matthews, M.D., Order On Cross-Motions For Summary Judgment, Eric A. Richardson

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

No abstract provided.

North Atlanta Vascular Clinic V. Dr. Thomas Matthews, M.D., Order On Cross-Motions For Summary Judgment, Eric A. Richardson

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

No abstract provided.

The Ftc's Proposed Rule On Non-Competes, Heyman Center On Corporate Governance

2023 Event Invitations

Join us for a panel discussion among academics and practitioners moderated by Cardozo Professor Sam Weinstein. We'll dive into current practices with employee non-competes, what the FTC is proposing, the Commission's authority to regulate, and how the proposed rule will affect the business sector.

Comment On The Fiduciary-Ness Of Business Associations, Brian Krumm

Scholarly Works

No abstract provided.

Transforming The Future Of Work By Embracing Corporate Social Justice, Andrea Giampetro-Meyer

Washington and Lee Journal of Civil Rights and Social Justice

Professionals from Generations Y (millennials) and Z (Gen Z or zoomers) expect their employers to embrace diversity, equity and inclusion (DEI). They want to work for companies that support individuals of various races, ethnicities, religions, abilities, genders, and sexual orientations. Professionals from these generations are seeking employers that have created a diverse workforce, clear promotion track, and a commitment to dismantling systemic racism. Companies that want to attract top talent are making DEI a priority. They are also implementing action plans to demonstrate their serious commitment to DEI because millennials and zoomers are quick to recognize and criticize performative approaches. …

The Rise Of Corporate Guidelines In The United States, 2005-2021: Theory And Evidence, Asaf Eckstein

Indiana Law Journal

Institutional investors are legally obliged to be faithful stewards of their portfolio companies. Yet, the conventional wisdom among commentators is that institutional investors have failed to perform this obligation because they are not incentivized to make adequate investments in corporate governance. This Article contends that this criticism is based on an incomplete analysis that misses a critical aspect of the operation of institutional investors. The critics focus exclusively on institutional investors’ efforts in actively engaging with the managements of their portfolio companies. They ignore, however, an important passive governance tool that institutional investors routinely use: corporate guidelines. Corporate guidelines are …

Following In California’S Footsteps?: Pennsylvania Eliminates The De Minimis Exception In State Wage And Hour Claims, Lauren E. Stahl

Dickinson Law Review (2017-Present)

Under the Fair Labor Standards Act (“FLSA”), employers risk receiving wage and hour violations if they fail to compensate employees for all “hours worked” or fail to adhere to minimum wage and overtime requirements. The de minimis doctrine provides an exception to this general rule and excuses employers from compensating employees for insignificant amounts of time spent on otherwise compensable off-the-clock work activities. Examples of de minimis off-the-clock work activities include waiting for a computer to load or waiting to log onto a computer network. These activities are considered de minimis because they take only a minute or less, and …

It’S About Time: Rejection Of The De Minimis Doctrine In State Wage And Hour Laws, Abigail Britton

Dickinson Law Review (2017-Present)

Since the passage of the Fair Labor Standards Act (“FLSA”) in 1938, courts have grappled with how to interpret which activities an employee performs for their employer should be considered “work.” The FLSA requires employers pay a minimum wage, pay overtime, and keep records of their employees’ time. However, to calculate these wages based on hours worked, the employer must know what constitutes “work.” Over the 80 years since its enactment, federal courts have adopted rules to determine what counts as work. One doctrine courts apply is the de minimis doctrine. Under the de minimis doctrine, employers do not need …

The Future Of China's U.S.-Listed Firms: Legal And Political Perspectives On Possible Decoupling, Rebecca Parry, Qingxiu Bu

William & Mary Business Law Review

There is a long history of Chinese firms raising capital on leading U.S. exchanges. These shares have proved attractive and are estimated at $1 trillion value, in spite of deep mismatches between Chinese internal approaches to corporate governance and those taken under U.S. securities regulations. Chinese listings of nonstate firms, particularly in the technology sector, had depended on a largely laissez-faire initial approach to the expansion through foreign listings, including tolerance of the opaque Variable Interest Entity (VIE) structures adopted as a means to bypass Chinese restrictions on foreign ownership. Concerns regarding data security had, however, prevented compliance by Chinese …

Startup Biases, Jennifer S. Fan

Articles

This Article provides an original descriptive account of bias in the startup context and explains why litigation is eschewed and what happens when it is used as a mechanism to combat bias in the venture capital ecosystem. Further, this Article identifies two particular phenomena in the startup context that exacerbate gender and racial bias. First, homophily—the idea that like attracts like—abounds and has been part of the DNA of venture capital since its inception. The thick networks that developed as venture capital made its way from the East Coast to the West Coast were limited to an elite group that …

The Article Iii "Party" And The Originalist Case Against Corporate Diversity Jurisdiction, Mark Moller, Lawrence B. Solum

Faculty Scholarship

Federal courts control an outsize share of big-ticket corporate litigation. And that control rests, to a significant degree, on the Supreme Court’s extension of Article III’s Diversity of Citizenship Clause to corporations. Yet, critics have questioned the constitutionality of corporate diversity jurisdiction from the beginning.

In this Article and a previous one, we develop the first sustained critique of corporate diversity jurisdiction.

Our previous article demonstrated that corporations are not “citizens” given the original meaning of that word. But we noted this finding alone doesn’t sink general corporate diversity jurisdiction. The ranks of corporate shareholders include many undoubted “citizens.” And …

Is Corporate Law Nonpartisan?, Ofer Eldar, Gabriel Rauterberg

Faculty Scholarship

Only rarely does the United States Supreme Court hear a case with fundamental implications for corporate law. In Carney v. Adams, however, the Supreme Court had the opportunity to address whether the State of Delaware’s requirement of partisan balance for its judiciary violates the First Amendment. Although the Court disposed of the case on other grounds, Justice Sotomayor acknowledged that the issue “will likely be raised again.” The stakes are high because most large businesses are incorporated in Delaware and thus are governed by its corporate law. Former Delaware governors and chief justices lined up to defend the state’s …

Inflation, Market Failures, And Algorithms, Rory Van Loo

Faculty Scholarship

Inflation is a problem of tremendous scale. But the leading response to inflation-raising interest rates-also poses economic risks. Raising interest rates rapidly may increase unemployment and heighten the chance of recession. This Article argues that there is a better way to think about antiinflation policy. Rather than defaulting to interest rate hikes that harm markets, policymakers should prioritize laws that lower prices while improving markets. Most importantly, there is evidence that businesses have raised prices by colluding with one another, exploiting consumers' behavioral and informational limits, and lobbying for protectionist laws that block competition. Artificial intelligence pricing algorithms and dark …

The Millennial Corporation: Strong Stakeholders, Weak Managers, Michal Barzuza, Quinn Curtis, David H. Webber

Faculty Scholarship

In a prior paper, Shareholder Value(s): Index Fund ESG Activism and The New Millennial Corporate Governance, we argued that the index funds’ sudden shift towards socially-responsible investment, after decades of ignoring or opposing it, was driven by the competition to manage growing Millennial wealth. In our view, the main contribution of that paper was identifying sharp differences between Millennials and prior generations over investment, consumption, and employment. It has now become clear that this contribution has implications far beyond index-fund environmental, social and governance (“ESG”) activism and is in fact completely transforming the corporate world, marking a fundamental shift in …

Efektivitas Pelaksanaan Pemberian Pendidikan Formal Bagi Anak-Anak Pengungsi Luar Negeri Di Kota Batam, Rina Shahriyani Shahrullah, Heru Susetyo, Lu Sudirman, Rendi Sahputra

Jurnal Hukum & Pembangunan

The entire responsibility for all children in Indonesia lies with the government, and it extends to all children in Indonesia, not only those who are Indonesian nationals but also includes children who are refugees from foreign countries. One of the fundamental rights regulated by the laws and the Convention on the Rights of the Child ratified by Indonesia is the right to receive appropriate education (formal, non-formal, and informal education). This research aims to analyze the implementation of formal education fulfillment for refugee children in Batam City, especially those accommodated at Hotel Kolekta. Therefore, the research questions are as follows: …

Respon Pelaku Usaha Mikro, Kecil Dan Menengah (Umkm) Kemasan Pangan Terhadap Kewajiban Sertifikasi Halal Di Indonesia, Annisa Atsiriyyah, Fadia Fitriyanti

Jurnal Hukum & Pembangunan

This research aims to find out how Micro, Small and Medium Enterprises respond to packaged food towards the Halal Certification Obligation in Indonesia. This research uses a type of normative juridical research. The results of this research show that first, the response of packaged food MSMEs regarding the understanding of halal certification has been partially understood, although the details have not been conveyed. Second, the response of MSMEs to the JPH Law shows that they strongly agree with the existence of halal certification which is required by regulations to obtain a halal guarantee for a food product served. Third, the …

Cpa – Performed Election Audits: What They Are, Why They Are Coming, And How To Prepare For Them, William Kresse Jd

Research Days

My recent nationwide survey of 1,680 potential American voters shows that over two-thirds would have greater confidence in elections, and that over 40% would vote more frequently, if post-election audits were routinely conducted by independent CPAs credentialed for election auditing. Low voter confidence in American elections has triggered professional groups and state legislators to call for post-election audits. But who should conduct these audits? Post-election audits conducted by election administrators raises the issue of information asymmetry. My research explores whether having routine post-election audits conducted by independent Certified Public Accountants further credentialed for election auditing (“CPA Audits”) would affect the …

Purpose Or Profit?: The Rise Of Public Benefit Corporations In The Technology Industry, Alanna Potter

Duke Law & Technology Review

Over the last several years, the demand for socially responsible companies has exploded. Many states have responded to this demand by offering a new corporate form, the public benefit corporation (“PBC”), which arguably allows companies to prioritize social benefit in a way that traditional corporations cannot. The technology industry has adopted the PBC structure at higher rates than corporations in other industries. This Note offers reasons for the appeal of PBCs to corporations generally and to the technology sector in particular. This Note also explores why technology companies may be able to achieve the goals discussed without the need for …

Galaxy Next Gen. V. Elhert, Order On Counterclaim Plaintiff's Motion To Compel, Kelly Lee Ellerbe

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

No abstract provided.

Conflicts Of Interest At An Organization’S Highest Authority: How The District Of Columbia’S Rules Of Professional Conduct Can Fail To Protect Private Organizations, Christopher Deubert

Catholic University Law Review

This Article examines how the District of Columbia’s incomplete incorporation of the Model Rules of Professional Conduct into its own Rules of Professional Conduct has created a scenario in which wrongdoing inside a private organization can flourish. In 2002, following the Enron scandal, the American Bar Association (ABA) revisited and revised its Model Rules of Professional Conduct. The ABA nevertheless took a conservative route, rejecting rules long proposed by experts which would have permitted attorneys aware of corporate crimes, fraud, and other wrongdoing to report their concerns to individuals or entities outside the organization’s reporting structure. Additional scandals unfolded contemporaneous …

Ahs International, Llc V. Assembly Atlanta, Et. Al., Order On Defendant's Motion For Leave To Amend For Attorney's Fees, Kelly Lee Ellerbe

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

No abstract provided.

The Mechanics Of Share Repurchases Or How I Stopped Worrying And Learned To Love Stock Buybacks, Richard A. Booth

Faculty Publications

Stock repurchases by issuing corporations have always been controversial. They have become even more so recently because of the perception that the excess funds used to finance them have come from tax cuts and other sources (such as government bailouts) that were intended to stimulate reinvestment or enhanced wages and benefits for workers. As a result, critics have proposed amendments to tax law that discourage buybacks (and possibly dividends as well). The theory is that the benefits of such distributions go mostly to executives (who are compensated in large part with equity) and to already wealthy stockholders. The controversy is …

A Vision Of The Anti-Racist Public Corporation, Steven A. Ramirez

University of Cincinnati Law Review

No abstract provided.

Tidewater Fleet Supply, Llc V. Jason L. Mccard, Et. Al., Order On Defendant's Motion To Dismiss, Kelly Lee Ellerbe

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

No abstract provided.

Standing On The Shoulders Of Llcs: Tax Entity Status And Decentralized Autonomous Organizations, Samuel D. Brunson

Georgia Law Review

Since the formation of the first decentralized autonomous organization in 2016, their use has exploded. Thousands of DAOs now try to take advantage of smart contracts to solve a problem that plagues business entities: the gulf between ownership and management. Armed with smart contracts and requiring token-holders to vote on any change in strategy, DAOs dispense with the management layer so necessary in traditional business entities.

DAOs owe their existence to technology. Without blockchain, without cryptocurrency, and without smart contracts, there would be no DAOs. But they owe their explosive to something much more unexpected: Treasury regulations.

In the wake …