Business Organizations Law Commons^™

Equity In Commerce: Too Much And Too Little?, Man Yip

Research Collection Yong Pung How School Of Law

The interaction and clash between equity and commerce have attracted much attention from judges and academics in recent years. Commercial lawyers may complain about equity introducing uncertainty into commercial endeavours and at times, (mis-)applying the ‘moral standards of the vicarage’ to actors in commercial dealings. However, the objections are not directed at all aspects of equity, but are usually addressed to some ‘disfavoured parts of it’, such as the creation of a new obligation or discretionary remedies. On the other hand, from the perspective of equity lawyers, equity’s interplay with commerce may lead to the contractualisation or commercialisation of equitable …

Proper Purposes And Directors' Duties: Time To Slay The Chimera?, Pearlie M. C. Koh

Research Collection Yong Pung How School Of Law

The statutory statement of directors' duties contained in the Companies Act 2006 imposes a duty on directors to ‘only exercise powers for the purposes for which they are conferred’. The duty has been equiparated with the equitable fraud on a power doctrine. This paper challenges the correctness of this approach, and argues that the unwarranted ‘merging’ of the duty and the doctrine has resulted in a legal chimera standing in the way of a proper understanding of the roles of each of the duty and the doctrine. It is submitted that this erroneous linking of two entirely different concepts is …

Corporate Governance And The Audit Function In Jordan And The Uk: A Comparative Perspective, Bashar Malkawi

Global Business Law Review

Superior corporate governance forms the bedrock of a prosperous economy. An integral component of outstanding corporate governance is the role of transparent, accurate and freely available information with respect to a company’s books and records. Numerous stakeholders including current and potential investors, business partners, employees, regulators and the public, rely on the integrity of the financial reporting. The law on external auditors in Jordan has undergone significant improvement, yet substantial gaps exist between current law and best practices. The Article focuses on the role of the auditor in ensuring superior corporate governance. The goal of this Article is to assess …

Business Organizations As Natural Objects Of Ownership, Kevin Douglas

Texas A&M Journal of Property Law

Given the importance of “property rights” in American law and cul- ture, academic and judicial disagreement over the content of the con- cept is a problem. Professor Eric Claeys makes considerable progress toward resolving this problem in his forthcoming book, Natural Prop- erty Rights. Using John Locke’s labor theory of property, the treatise identifies intelligible limits to the kinds of objects that qualify as prop- erty and provides guidance on how legal rights should operate for a given category of objects. It also identifies several examples of American law that already follow a Lockean framework. The chapters Designing Property Rights …

Fuqua Bcde Peachtree Corners Project Owner V. Ordner Construction Co., Et. Al., Order On Defendants' Motion To Dismiss, Wesley B. Tailor

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

No abstract provided.

Fuqua Bcde Peachtree Corners Project Owner V. Ordner Construction Co., Et. Al., Order On Defendants' Motion To Dismiss, Wesley B. Tailor

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

No abstract provided.

Entire Fairness Or Bust: The Burst Of The 2020-2021 Spac Bubble, Nicole Lynch

Brooklyn Journal of Corporate, Financial & Commercial Law

Special Purpose Acquisition Companies (SPACs) have skyrocketed in recent years as an alternative for taking private companies public through an initial public offering (IPO). SPACs are blank-check companies that raise capital through public exchanges for the “special purpose” of acquiring a privately held company. Once acquired, the private company will take the SPAC’s place on the public exchange, effectively accomplishing the same thing as a traditional IPO but without all the onerous reporting requirements and upfront costs. For these reasons, SPACs have become the next big thing in securities markets despite being around since the 1990s. Throughout 2020 and 2021, …

Toward An Enhanced Level Of Corporate Governance: Tech Committees As A Game Changer For The Board Of Directors, Maria Lillà Montagnani, Maria Lucia Passador

The Journal of Business, Entrepreneurship & the Law

Although tech committees are increasingly being included in the functioning of the board of directors, a gap exists in the current literature on board committees, as it tends to focus on traditional board committees, such as nominating, auditing or remuneration ones. Therefore, this article performs an empirical analysis of tech committees adopted by North American and European listed companies in 2019 in terms of their composition, characteristics and functions. The aim of the study is to understand what “technology” really stands for in the “tech committees” label within the board, or – to phrase it differently – to ascertain what …

What Covid-19 Retail Bankruptcies Can Teach Us About Intellectual Property In A Post-Pandemic World, Brenna Arbuckle

The Journal of Business, Entrepreneurship & the Law

Both IP and bankruptcy laws are quite complex. With that in mind, this comment will narrowly focus on what retail bankruptcies amid COVID-19 can teach us about the value of IP, particularly trademarks and trade secrets, post-pandemic. Part II of this comment explores the relevant legal background, in particular IP and bankruptcy laws. Part III provides context regarding the retail industry and delves into relevant pre-pandemic trends. Further, Part IV discusses the impact of COVID-19 on the retail industry, particularly on consumer behaviors and bankruptcy bids. Part IV details lessons from such bankruptcies and the possible impacts on the industry …

Alexander S. Glover, Et. Al. V. Georgia Mining Ventures, Llc, Et. Al., Order On Motions For Summary Judgment, Kelly Lee Ellerbe

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

No abstract provided.

Alexander S. Glover, Et. Al. V. Georgia Mining Ventures, Llc, Et. Al., Order On Defendants' Motion To Exclude Testimony, Kelly L. Ellerbe

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

No abstract provided.

Alexander S. Glover, Et. Al. V. Georgia Mining Ventures, Llc, Et. Al., Order On Motions For Summary Judgment, Kelly L. Ellerbe

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

No abstract provided.

Alexander S. Glover, Et. Al. V. Georgia Mining Ventures, Llc, Et. Al., Order On Defendants' Motion To Exclude Testimony, Kelly L. Ellerbe

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

No abstract provided.

Company.Com, Llc V. Priority Payment Systems, Llc, Order On Motion For Interlocutory Injunction And Motion To Dismiss, John J. Goger

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

No abstract provided.

Company.Com, Llc V. Priority Payment Systems, Llc, Order On Motion For Interlocutory Injunction And Motion To Dismiss, John J. Goger

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

No abstract provided.

The Impact Of Daos On Corporate Law: An Analysis Of Dao Frameworks And Potential Legal Implications, Rebecca Gonzalez

Featured Student Work

No abstract provided.

Spac Mergers, Ipos, And The Pslra's Safe Harbor: Unpacking Claims Of Regulatory Arbitrage, Amanda M. Rose

William & Mary Law Review

Communications in connection with an initial public offering (IPO) are excluded from the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 (PSLRA). Unsurprisingly, IPO issuers do not share projections publicly—the liability risk is too great. By contrast, communications in connection with a merger are not excluded from the safe harbor, and special purpose acquisition companies (SPACs) routinely share their merger targets’ projections publicly. Does the divergent application of the PSLRA’s safe harbor in traditional IPOs and SPAC mergers create an opportunity for “regulatory arbitrage” and, if so, what should be done about it? …

Gamestopped: How Robinhood’S Gamestop Trading Halt Reveals The Complexities Of Retail Investor Protection, Neal Newman

Faculty Scholarship

Should brokers have the unfettered right to restrict investor trading? GameStop, a brick-and-mortar video game retailer, had been experiencing declining revenues since 2016. However, GameStop saw its share price climb almost 1000 percent in the span of a one- week period from January 21, 2021 to January 27, 2021 due to retail investors buying significant amounts of GameStop shares during that period. Melvin Capital, a hedge fund, ended up losing billions as they were betting that GameStop shares would lose value instead of increase—a practice referred to as short selling. On January 28, 2021, brokers inexplicably halted trading on GameStop …

Analyzing The Post-Marchand "Expansion" Of Mission Critical Risks: Cybersecurity, Climate Change, And Caremark, Kelly S. O'Brien

University of Richmond Law Review

We are currently seeing an environment in which the public is holding corporations to a higher standard and has rising expectations about the role of corporations in today's society. Large corporations are under attack, and stakeholders and shareholders alike are pressing corporations about their social responsibility, in addition to their corporation governance responsibility. In re Caremark International Inc. Derivative Litigation established the standard for director oversigh liability under Delaware law. A Caremark claim seeking to hold directors liable for failure to exercise oversight is "possibly the most difficult theory in corporation law upon which a plaintiff might hope to win …

Forum Selection Provisions And The Preclusion Of Derivative Claims Under Section 14(A) Of The Securities Exchange Act: Should Federal Courts Intervene?, Noah P. Mathews

Fordham Law Review

This Note examines whether a forum selection provision in a corporation’s bylaws that requires shareholders to bring derivative claims in the Delaware Court of Chancery is enforceable when invoked by directors to dismiss derivative claims under the Securities Exchange Act (the “Exchange Act”)—claims over which federal courts have exclusive jurisdiction. In Seafarers Pension Plan ex rel. Boeing Co. v. Bradway, the U.S. Court of Appeals for the Seventh Circuit held that enforcing this type of bylaw would violate the act’s antiwaiver provision, which voids any stipulation that allows a person to waive compliance with the act. In Lee ex …

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

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

No abstract provided.

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.