Business Organizations Law Commons^™

The Liability Trap: Why The Alec Anti-Esg Bills Create A Legal Quagmire For Fiduciaries Connected With Public Pensions, David J. Berger, David H. Webber, Beth M. Young

Faculty Scholarship

Two proposed bills barring public pensions from considering environmental, social, and governance investment criteria create massive legal risk for any pension fiduciary or service provider. The American Legislative Exchange Council “boycott bill” and the “fiduciary duty” bill, if adopted, would impose irreconcilable legal requirements on such fiduciaries, and subject them to compliance with arbitrary and unworkable legal demands.

The main legal problems the bills create fall into four categories:

(1) the unworkable distinction between “pecuniary” and “non-pecuniary,” a distinction so blurry that the bills are self-contradictory, as we demonstrate;

(2) the clash between the bills’ definition of materiality and that …

The Evolution Of Chapter 11: How Corporate Restructuring Has Evolved And Its Important Role In The Recovery Of A Struggling Economy, Eduardo Cervantes

DePaul Business & Commercial Law Journal

No abstract provided.

Covid-19 Vs. Constitution; Limited Government's Unlimited Response, John A. Losurdo

DePaul Business & Commercial Law Journal

No abstract provided.

The "No License, No Chips" Policy: When A Refusal To Deal Becomes Reasonable, Sheng Tong

DePaul Business & Commercial Law Journal

No abstract provided.

The Dark Triad: Private Benefits Of Control, Voting Caps And The Mandatory Takeover Rule, Jorge Brito Pereira

DePaul Business & Commercial Law Journal

No abstract provided.

Interested Voting, Matteo Gatti

BYU Law Review

Corporate law is attentive to transactions with a controlling shareholder, but such transactions hardly cover all instances in which an interested shareholder may harm the corporation by casting a pivotal vote to pass a resolution. Interested votes cast by directors, managers, acquirers, cross-holders, arbitrageurs, institutional investors, hedge funds, and several other actors can be as detrimental as votes by a controlling shareholder. Yet, despite the ever growing influence of shareholders in corporate governance, interested voting has received scant attention.

This Article is the first to offer a systematic mapping of interested voting based on type of shareholder and type of …

Bernard Parks, Et. Al. V. Kelly King, Et. Al., Ordr On Defendants' Motion For Summary Judgment And Motion To Dismiss, John J. Goger

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

No abstract provided.

Running A Different Route: How Youtube Tv Plans To Avoid Antitrust Violations, Brody Shea

SLU Law Journal Online

After reaching a deal this past December, YouTube TV is now the sole option for NFL Sunday Ticket subscribers. By providing out-of-market sports games in a bundled package, YouTube TV runs the risk of violating the Sherman Antitrust Act. In this article, Brody Shea addresses how YouTube TV can avoid future litigation.

Galaxy Next Gen. V. Elhert, Order On Discovery Issues, Kelly L. Ellerbe

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

No abstract provided.

Gender, Credentials, And M&A, Tracey E. George, Mitu Gulati, Albert Yoon

BYU Law Review

For the past several decades, women have made up roughly half of law school classes and the ranks of entering law firm associates. Attrition between entry to law firms and partnership results in women comprising 20% to 25% of partners. But is there yet more attrition to the top of the partnership pyramid? Analyzing the past decade of data on publicly filed M&A deals and detailed biographical information of M&A lawyers, we find that women make up fewer than 10% of deal leaders. When we look at the factors that determine who becomes a deal leader, we find that credentials—both …

The Failure Of Market Efficiency, William Magnuson

BYU Law Review

Recent years have witnessed the near total triumph of market efficiency as a regulatory goal. Policymakers regularly proclaim their devotion to ensuring efficient capital markets. Courts use market efficiency as a guiding light for crafting legal doctrine. And scholars have explored in great depth the mechanisms of market efficiency and the role of law in promoting it. There is strong evidence that, at least on some metrics, our capital markets are indeed more efficient than they have ever been. But the pursuit of efficiency has come at a cost. By focusing our attention narrowly on economic efficiency concerns—such as competition, …

Kepastian Hukum Kantor Perwakilan Badan Usaha Jasa Konstruksi Asing Dalam Melakukan Kegiatan Usaha Di Indonesia, Emy Mutia Zahrina

"Dharmasisya” Jurnal Program Magister Hukum FHUI

Representative offices are present in Indonesia in order to meet the needs of global economic growth in all countries. Multinational companies expand their business to other countries through relocation policies. The aim is none other than an effort to reduce production costs through a number of comparative advantages possessed by Indonesia as well as seizing such a large market for these products, and through this way multinational companies benefit. The presence of representative offices in Indonesia is regulated by Presidential Decree Number 90 of 2000 concerning Representative Offices of Foreign Companies. Through the Presidential Decree, the government limits the scope …

Cross-Border Transfer Pricing Sebagai Tindakan Tax Avoidance, Elleanor Rigby Bangun

"Dharmasisya” Jurnal Program Magister Hukum FHUI

Transfer Pricing refers to pricing transaction within and between enterprises situated in different countries and belong to the same multinational group. Cross-border transaction inevitably affects international taxation, especially when multinational enterprises encounter two or more countries that apply different tax collection systems. Consequently, a Tax Treaty (Perjanjian Penghindaran Pajak Berganda/P3B) is made to resolve issues involving double taxation. However, since the Tax Treaty’s benefits vary by country, the investors or companies tend to abuse the agreement in order to gain the most profitable benefits or incentives. Abusing the benefits of Tax Treaty (P3B) could be categorized as an act against …

Resentralisasi Kewenagan Pengelolaan Pertambangan Mineral Dan Batura, Muhammad Salman Al Farisi

"Dharmasisya” Jurnal Program Magister Hukum FHUI

Amendments to Law No. 4 of 2009 became Law No. 4 of 2009 withdrawing almost all local government authority into central authority. Leaving room for delegation of some of the authority of the Central Government to provincial regional governments for the issuance of IPR and SIPB, even district-city governments no longer have space for authority over coal mineral mining matters. the authority of provincial or district/city regional governments in mining affairs, is a concurrent matter which in its handling involves the central government and regional governments, withdraws most of the authority and does not involve regional governments, of course it …

Analisis Terhadap Penerapan Asas Formil Dan Materiil Pembentukan Rancangan Undang-Undang Tentang Penghapusan Kekerasan Seksual, Siti Sharhana Drajat

"Dharmasisya” Jurnal Program Magister Hukum FHUI

Sexual violence in Indonesia has caused a public’s worry. The bill on the elimination of sexual violence (RUU PKS) is considered very important to be passed. Purpose of this article is to analyze the suitability of the principles in the RUU PKS with Indonesian act of Formulation of Laws and Regulation Number 12 of 2011 (UU P3). The method used in writing this article uses the normative legal research. Results of this study are formal principles in the anti sexual violence bill is appropriate with the UU P3 except the principle of openness. Likewise with the material principles in the …

Analisis Kritis Mengenai Percepatan Waktu Penagihan Utang Dalam Sengketa-Sengketa Kepailitan, Siti Rahmah Sari Ramadhani

"Dharmasisya” Jurnal Program Magister Hukum FHUI

Law Number 37 of 2004 (UUK-PKPU) is a refinement of the old bankruptcy regulation of Faillissementsverordening (Fv) and Law Number 4 of 1998 (UUK). Completion is done in order to meet the needs and solve problems that arise in connection with bankruptcy. However, despite the changes and improvements to the regulation, there are still problems that arise, especially in accelerating the timing of debt collection (acceleration). In the UKK and Fv acceleration is not regulated normatively. So the judge has the discretion to make the discovery of the law differently in each case. In UUK-PKPU acceleration found in the explanation …

Tinjauan Hukum Penerapan Hak Mendahulu Utang Pajak Dalam Perkara Kepailitan Pt Industries Badja Garuda Berdasarkan Undang-Undang Nomor 37 Tahun 2004 Tentang Kepailitan Dan Penundaan Kewajiban Pembayaran Utang, Siti Fatimah Citra Nurislamiati

"Dharmasisya” Jurnal Program Magister Hukum FHUI

This paper discusses the application of pre-emptive rights over tax debt collection in bankruptcy disputes regulated in Article 41 paragraph (3) of Law Number 37 of 2004 concerning the Bankruptcy and Deferral of Debt Payment Obligations displayed by the Directorate General of Taxes. Tax debts outside the bankruptcy process for compulsory taxes are being filed for bankruptcy by requesting the Commercial Court to return all tax liabilities that would harm the interests of the country. In the event that a taxpayer has been declared bankrupt, the Directorate General of Taxes still has the right to overtake and is privileged, requesting …

Kedudukan Bukti Tidak Langsung (Indirect Evidence) Dalam Penyelesaian Praktik Kartel Di Indonesia, Siti Aminah

"Dharmasisya” Jurnal Program Magister Hukum FHUI

The purpose of this paper is to find out and analyze the position of Indirect evidence used by KPPU in the completion of cartel practices in Indonesia and to analyze indirect evidence in terms of systems of verification in Indonesia. The research method used in this writing is a method of legal research that is prescriptive. The position of Indirect Evidence or evidence in the process of evidence can be accepted as evidence in proof of a cartel case and is evidence that must support the occurrence of alleged cartel practices in terms of price fixing and this indirect evidence …

Tinjauan Resi Gudang Sebagai Lembaga Jaminan, Savitri Islamiana Putri

"Dharmasisya” Jurnal Program Magister Hukum FHUI

Warehouse Receipt System is expected as a solution to overcome the fall in commodity Warehouse Receipt System is expected as a solution to overcome the fall in commodity prices at harvest by storing farmers' harvests in the warehouse. The building manager will issue a Warehouse Receipt as proof of ownership of the goods stored as collateral for the debt that can be transferred by the inventory collateral. Therefore, the government Act No. 9 of 2011 concerning Amendment to Law No. 9 of 2006 concerning the Warehouse Receipt System (SRG Law). This research seeks to answer can the warehouse receipt provisions …

Analisis Hukum Terhadap Perlindungan Nasabah Dalam Menggunakan Internet Banking Di Indonesia (Studi Kasus Bank X), Salsabila Putrianda

"Dharmasisya” Jurnal Program Magister Hukum FHUI

With the present development of technology and the internet, everything has been made easier. One sector that is affected by the development of information and communication technology is Banking, an economic sub-sector that mobilizes public funds. Behind the convenience obtained from the use of Internet Banking, there are also risks that can be used in the use of this service, among others, many violations of law regarding personal data via the Internet and also regarding financial risks suffered by bank customers in the use of Internet Banking The IT criminals cause the Banking industry to be able to prepare security …

Dampak Ketiadaan Perda Penetapan Ukl/Upl Pada Kepastian Hukum Dalam Pelaksanaan Desentralisasi Di Bidang Lingkungan Hidup, Puteri Amirillis

"Dharmasisya” Jurnal Program Magister Hukum FHUI

The case of mangrove damage on the South Coast of West Sumatra in 2016-2017 where the defendant was a Deputy Regent who owned land in the Nagari Mandeh area, Pesisir Selatan, West Sumatra. The land was built without an environmental permit. The absence of an environmental permit has emerged because of the mangrove damage. This paper focuses on the absence of environmental permits because there is no stipulation on the types of businesses that are required to have UKL / UPL which should be stipulated by a regional regulation (Perda) by the Regional Government of the Pesisir Selatan Regency. This …

Penegakan Hukum Lingkungan Hidup Oleh Pemerintah Daerah Dalam Kerangka Otonomi Daerah, Prahesti Sekar Kumandhani

"Dharmasisya” Jurnal Program Magister Hukum FHUI

Environmental law enforcement by regional governments in the context of regional autonomy is an important part of realizing quality environmental protection and management through the formation of regional legal policies. Regional legal policies regarding the protection and management of life-based on statutory regulations at the central level also influence the functioning of environmental law enforcement in the regions. This article aims to review the pattern of environmental law enforcement based on the Law on Environmental Protection and Management, the Regional Government Law, and the Job Creation Act, and discusses the relationship between the functioning of environmental law enforcement in the …

Disharmonis Penyelenggaraaan Sistem Jaminan Sosial Nasional Bagi Aparatur Sipil Negara Di Indonesia, Prima Anindya Kartika

"Dharmasisya” Jurnal Program Magister Hukum FHUI

Social security system is made to actualize prosperity, welfare, and justice to Indonesian society. When Law No. 24 Year 2011 published, the existence of social security system cause discrimination, especially for government employee, because the healthcare security is merged. Moreover, the other insurance is also going to be merged with other sector such as private sector, businessman or investor, even an unemployment. It is stated in Article 65 Law No. 24 Year 2011, that PT ASABRI and PT TASPEN (PERSERO) which is now manage the pensions and retirement benefits of military and civil servants the transfer the program of Insurance …

Kausalitas Penegakan Hukum Tindak Pidana Korupsi Terhadap Stabilitas Keuangan Negara, Nur Ghenasyarifa Albany Tanjung

"Dharmasisya” Jurnal Program Magister Hukum FHUI

Corruption is an extraordinary crime because it touches various lines of life. One of the fundamental elements in corruption is the loss of the country's economy and finance. So far, various efforts have been made for criminal law enforcement, through various criminal sanctions, as well as the existence of an independent institution specifically tasked with conducting criminal law enforcement. However, corruption continues to be massive in Indonesia, which will also affect state losses. This article will discuss the causality of law enforcement on corruption against state financial stability. There is a causality between law enforcement of criminal acts which has …

Perlindungan Bagi Umkm Terhadap Persaingan Usaha Tidak Sehat, Nadia Feby Artharini

"Dharmasisya” Jurnal Program Magister Hukum FHUI

This journal discusses the protection of Micro, Small and Medium Enterprises (MSMEs) against unfair business competition. This research uses literature study on secondary data. The result of the research is the identification of regulations regarding unfair business competition, especially for MSMEs. Regarding the protection for Micro, Small and Medium Enterprises or MSMEs against unfair business competition, there are several aspects, namely the reasons why protection for Micro, Small and Medium Enterprises or MSMEs should be held against unfair business competition and the form of protection provided by the KPPU to MSMEs in unfair business competition.

Keywords: UMKM, protection, unfair business …

Alexander S. Glover, Et. Al. V. Georgia Mining Ventures, Llc, Order On Plaintiff's Motion To Compel And Motion For Contempt, Kelly Lee Ellerbe

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

No abstract provided.

Alexander S. Glover, Et. Al. Georgia Mining Ventures, Llc, Order On Objection To Subpoena For Deposition, Kelly Lee Ellerbe

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

No abstract provided.

Penanganan Situs Internet Bermuatan Negatif Menurut Undang Undang Nomor 11 Tahun 2008 Dan Peraturan Menteri Komunikasi Dan Informasi Nomor 19 Tahun 2014, Muhammad Farhansyah Hamid

"Dharmasisya” Jurnal Program Magister Hukum FHUI

This paper discuss about the concept of a internet sites that is defined to be negative and how’s the Indonesian law regulates it, and about the mechanism of negative site handling based of peraturan menteri komunikasi dan informasi nomor 19 tahun 2014. Furthermore, it will be discussed about the human rights to have access to the information and how negative content handling related to it. This legal research uses normative juridical approach with secondary data from national, regulations, books, and interview with sources. The result of this research is that content handling is so related to limitation of human rights …

Tugas Dan Wewenang Lembaga Manajemen Kolektif Nasional Berdasarkan Undang-Undang Hak Cipta, Muhammad Faisal

"Dharmasisya” Jurnal Program Magister Hukum FHUI

Copyright Law No. 28 Year 2014 is bringing hope for the Creator, Copyright Owner, and Related Right Owner because this law regulated about National Collective Management Organization and Collective Management Organization where with those organizations the process of collecting and distributing the Royalti is hoped to be better where finally the Creator, Copyright Owner, and Related Right Owner do not have to think over about their economical right (royalty) and they can more focus on their new works. This writing is discussing the task and authority of the National Collective Management Organization and Collective Management Organization, how to form a …

Pembaharuan Hukum Atas Hak Cipta Di Indonesia, Lucky Adhandani

"Dharmasisya” Jurnal Program Magister Hukum FHUI

Copyright in this era of globalization is an important commodity for international trade, but violation in copyright in Indonesia still very high, for the good legal guarantees for copyright holders and related rights holders, this legal reform is a matter the important thing is to be able to explain legal reform, The author in this case takes a review of sociological jurisprudence as a basis for researching legal reform. With interdisciplinary research methods, the sociological jurisprudence sees law not merely as a normative phenomenon but at the same time normative and sociological phenomena, because the reality of law in society …