Business Organizations Law Commons^™

The U.S. Drug Policy Hamster Wheel: A Critical Discourse Analysis Of Seattle’S New Drug Ordinance, Hallie Conyers-Tucker

Seattle University Law Review

The author critically examines Seattle’s new drug ordinance using Critical Discourse Analysis (CDA) to reveal how legislative language influences the policy's actual effect. Although the ordinance claims to prioritize diversion and community health, the use of permissive language such as “may” and “shall” grants broad discretionary power to law enforcement and undermines the stated intent. The author situates the ordinance within a broader historical context, highlighting how drug policy in the United States has consistently been shaped by racialized and stigmatizing narratives. Additionally, the author argues that meaningful reform requires reframing the discourse around substance use to support public health …

Something Concrete: How Labor Advocates Can Best Respond To The Ambiguity Of Glacier Northwest, Ateş Serifsoy

Seattle University Law Review

The Supreme Court’s much-anticipated decision in Glacier North-west, Inc. v. International Brotherhood of Teamsters Local No. 174 (Glacier) marked a critical moment for workers’ rights under the National Labor Relations Act (NLRA) and the longstanding practice of Garmon preemption. Yet, initial fears of a significant rollback of workers’ rights, driven by sensational headlines, were met with an unexpectedly narrow Court opinion. This Comment examines Glacier’s implications for Gar-mon preemption and the right to strike. It offers the historical background of the doctrine of labor law preemption before Glacier; presents a detailed analysis of Glacier itself, including its …

Molly M. Patrick V. W. Roger Miers, Order On Motion To Dismiss, John J. Goger

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

No abstract provided.

Bellsouth Telecomms., Llc, V. Assoc. Elec. & Gas Ins. Svcs., Order On Commerce Cause Motions, Kathy Lee Ellerbee

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

No abstract provided.

Corporations In The Crosshairs: Stakeholder Activism And The Role Of Corporations In Society, Poonam Puri

Conference Papers

TOPIC AND IMPORTANCE

Stakeholders of a corporation have an interest in pushing a company to take actions which align with their values, whether it be on environmental, social or other issues. From customers and employees to share-holders and governments, stakeholders have been increasingly advancing environmental, social and governance (ESG) issues at Canadian companies, and at companies around the world. This rise in stakeholder activism has coincided with societies that are increasingly politically and socially divided, the COVID-19 pandemic, wars in both Europe and the Middle East, and historic inflation and interest rates, as well as an ongoing and worsening climate …

Boundary-Setting And Choice-Making With No "Adult" In The Room: Professional Identity Formation Opportunities For 1ls In The Transactional Context, Marni Goldstein Caputo, Kathleen Luz

Faculty Scholarship

Law schools are now required by the American Bar Association’s Standard 303(b)(3) to provide students with opportunities for professional identity formation throughout their legal education. It is critical that those opportunities be well-balanced and tied to the realities of practice. Yet until recently, we, as 1L lawyering skills professors at Boston University School of Law, only provided those opportunities in the litigation context. Further, our 1L lawyering skills curriculum was, since its inception, almost entirely steeped in litigation. This litigation focus matches neither the career trajectory nor the upper-level experiential opportunities of the majority of our students. In fact, transactional …

Black V. Dist. Ct., 141 Nev. Adv. Op. 18 (Apr. 17, 2025), Kayla Snowden

Nevada Supreme Court Summaries

Direct claims are unique to shareholders and pursuable in state court, while Derivative claims affect the corporation as well.

The Crucial Role Of Insolvency Law In Job Creation And Preservation, Andrés F. Martínez, Aurelio Gurrea-Martinez, Harish Natarajan

Research Collection Yong Pung How School Of Law

When companies face financial trouble, potential job losses can be a major risk for people and—depending on the size of the company or industry in trouble—a risk to local or national economies. An efficient insolvency system can mitigate this risk while contributing to the creation of more and better jobs. As jobs are the most critical tool in fighting poverty, a better understanding of the effects of insolvency law on employment is vital for development work.

The Safe Harbor For Leveraged Buyouts In Bankruptcy, David G. Carlson

Articles

No abstract provided.

Analisis Potensi Pelanggaran Undang-Undang Persaingan Usaha Nomor 5 Tahun 1999 Ditinjau Dari Pasal Pengecualian Keagenan Dalam Industri Otomotif Dan Penerapan Regulasi Block Exemption, Mone Stepanus Andrias, Dian Parluhutan, Guntur Syahputra Saragih

Jurnal Hukum & Pembangunan

The economic transformation in Indonesia and other ASEAN (Association of the South East Asian Nations) countries reflects a shift from a government-based economy to an open market system with competitive principles. The challenges faced include the rapid development of the digital economy, including Industry 4.0 which has now entered its fifth literacy. The automotive sector is one of the sectors most affected by this phenomenon. Low labour costs and high motorisation rates have attracted more car manufacturers, especially from Japan, China and Germany (Europe) to make foreign direct investments in Indonesia. Indonesia is the second largest producer and consumer of …

Sosiologi Hukum Dan Perubahan Sosial: Studi Kasus Uu No. 35 Tahun 2014 Tentang Perlindungan Anak Sebagai Respon Terhadap Kesadaran Sosial Yang Meningkat Akan Hak Anak, Fahrul Rozi

Jurnal Hukum & Pembangunan

Dalam konteks sosial yang dinamis, kesadaran akan hak anak telah meningkat, terlihat dari perhatian masyarakat terhadap isu-isu seperti kekerasan, eksploitasi, dan diskriminasi. Meskipun UU No. 35 Tahun 2014 memberikan kerangka hukum yang kuat untuk melindungi hak-hak anak, tantangan dalam pelaksanaannya masih ada, termasuk kurangnya sumber daya dan koordinasi antar lembaga. Anak jalanan, sebagai kelompok yang paling rentan, sering kali terjebak dalam siklus kemiskinan dan stigma sosial, yang menghambat upaya perlindungan. Menekankan pentingnya edukasi dan sosialisasi mengenai hak anak, serta peran aktif masyarakat dan media dalam mendukung perlindungan anak. Dengan kolaborasi antara pemerintah, masyarakat, dan lembaga swadaya masyarakat, diharapkan hak-hak anak …

Taxing Litigation Finance, Young Ran (Christine) Kim

Articles

The emerging litigation finance industry has the capacity to expand access to justice but also raises important legal and ethical questions. Although much has been said about the industry’s potential to increase frivolous lawsuits and permit improper control over a claim by the funders, scholarly discussion on the proper tax treatment of the parties involved has fallen by the wayside. The problem arises in classifying litigation finance contracts as either a nonrecourse loan, immediate sale, or variable prepaid forward contract, all of which discretely impact the timing and character of income. Unfortunately, courts have traditionally found it difficult to draw …

American Plastics, Llc. V. Home Depot Product Authority, Llc, Order On Plaintiff American Plastics, Llc's Motion To Compel Discovery, Kelly L. Ellerbe

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

No abstract provided.

Compliance In China, Matthew S. Erie

Scholarly Articles in Law Reviews & Journals

Chinese Multinational Enterprises Contemporary comparative law operates across a landscape riven by protectionism, nationalism, and securitization, all of which complicate comparative law projects. Nowhere is this more evident than in the U.S-China relationship, the most important bilateral relationship in the world. Despite economic “delinking,” the U.S. and Chinese legal systems are interacting more than ever; however, how this interaction works is poorly understood. This Article proposes “adversarial comparativism” to explain this dynamic. It is an approach to comparative law and politics that includes different modalities: competition, aggressiveness, transactionalism, misunderstanding, opportunism, and gaslighting. Many of these are underpinned by emotion. As …

Volume 15, Issue 1 - Full Issue, Notre Dame Journal Of International & Comparative Law Volume 15

Notre Dame Journal of International & Comparative Law

No abstract provided.

The Past, Present, And Future Of Proxy Voting Choice, Dorothy S. Lund

Faculty Scholarship

This article provides an early attempt at understanding what voluntary pass-through voting could mean for the marketplace. I first provide an overview of my argument in my 2018 Journal of Corporation Law article and the events that followed. I then survey passthrough voting initiatives that have taken hold at three asset managers — BlackRock, Vanguard, and State Street. I then conclude with some preliminary observations about how voting choice is likely to affect the proxy voting landscape and outline open questions.

The Moving Pieces Of Corporate Disclosure: Truth, Falsity, And Half-Truths In Between, Donald C. Langevoort

Georgetown Law Faculty Publications and Other Works

The half-truth doctrine is made operational in the common statutory and rule-based admonitions in the securities laws (particularly Rule 10b-5) not to omit “material fact[s] necessary in order to make . . . statements made . . . not misleading . . . .” It cabins the temptation to exploit the privilege of nondisclosure through what has been called “artful paltering.” Unfortunately, the evolution of the half-truth doctrine has become more of a poor stepsister than a muscular companion. It carries less than a full load in the complex ecosystem that exists for public company disclosure today. And it is …

Insolvency Law As A Catalyst For Growth, Aurelio Gurrea-Martinez

Research Collection Yong Pung How School Of Law

Insolvency law plays an essential role in the real economy. From an ex ante perspective, that is, before a situation of insolvency arises, the design of insolvency law affects how debtors and creditors make decisions. For instance, if creditors believe that an insolvency system does not protect their rights or it does not help them maximize their recoveries if their debtors become insolvent, they will rationally become reluctant to extend credit. Therefore, an unattractive insolvency regime for creditors will harm firms’ access to finance and the promotion of economic growth. Similarly, an insolvency system that severely punishes honest but unfortunate …

Ai Governance And Algorithmic Auditing In Financial Institutions: Lessons From Singapore, Nydia Remolina Leon

Research Collection Yong Pung How School Of Law

This paper examines the role of algorithmic auditing as a mechanism for responsible AI development and deployment in the financial sector, with a particular focus on Singapore’s regulatory and institutional initiatives. Against the backdrop of fragmented global artificial intelligence (AI) governance frameworks, the study analyses how Singapore has developed operational tools — such as the Veritas Toolkit, AI Verify, Project Moonshot and Project Mindforge — that go beyond abstract ethical principles to provide measurable, use-case-specific standards for auditing AI systems. These initiatives contribute to standardising audit practices, enhancing transparency and bridging trust gaps between financial institutions, regulators and stakeholders. The …

Beyond Issuers: The Future Of Private Securities Litigation, Joshua Mitts

Faculty Scholarship

Private securities litigation has traditionally been viewed as a subfield of corporate governance, reducing agency costs by disciplining wayward management. In this brief Symposium essay, I argue that the future of private securities litigation lies beyond issuers. I discuss how a fraud claim under Rule 10b-5 can be understood as a kind of economic tort, and set out, in broad strokes, an economic analysis of claims against non-issuer defendants. I then consider emerging trends in the case law against non-issuers in social media and market manipulation cases. I conclude by identifying some challenges and opportunities for securities litigation in a …

Delta Airlines, Inc., V. Crowdstrike, Inc., Order On Motion To Dismiss, Kelly L. Ellerbe

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

No abstract provided.

Law School News: Destined For Law: From Legal Dream To Valedictorian 05-13-2025, Jane Govednik

Life of the Law School (1993- )

No abstract provided.

The Scope Of The Subchapter V Corporate Debtor’S “Fresh Start”: The Eleventh Circuit Is Poised To Weigh In, Robert J. Landry, Iii

University of Miami Law Review

The fifth anniversary of the effective date of The Small Business Reorganization Act of 2019 (SBRA) was February 19, 2025. This is a significant milestone in bankruptcy law as SBRA represents the most significant reform to Chapter 11 since the enactment of the Bankruptcy Code in 1978. SBRA created Subchapter V— a new tool for small businesses to rescue such businesses in financial distress. A significant body of caselaw has developed on a host of legal issues arising under SBRA over the last five years. One area that is evolving pertains to the scope of discharge available to small business …

Insider Trading On Undisclosed Corporate Information: Diamond V. Oreamuno, John M. Whalen

Maine Law Review

The New York Court of Appeals recently ruled that a corporation may hold its officers and directors, who use material inside information, accountable for gains realized by them from transactions in the company's stock. The purpose of this note is to analyze Diamond v. Oreamuno in light of the existing federal law and to propose its application in the federal system.

Complete Liquidation Of The Corporate Subsidiary: The Questions, Some Answers And Some Observations, Frank M. Burke Jr.

Maine Law Review

Various sections of the Internal Revenue Code of 1954 have been enacted to influence the economy in one manner or another. During the period from 1930 to 1935, elimination of holding companies was an important topic. Many felt that elimination of holding company structures would at least partially relieve the existing economic depression. At that time the complete liquidation of a corporate subsidiary was treated as a taxable transaction. President Roosevelt urged Congress to create a favorable tax atmosphere for such liquidations to encourage "simplification of our corporate structures through the elimination of unnecessary holding companies in all lines of …

Bangor And Aroostook Railroad V. Bangor Punta Operations, Inc.: The Public As A Real Party In Interest In Corporate Mismanagement Suits, Maine Law Review

Maine Law Review

For many of the nation's railroads, the early 1960's was a period of financial instability. To fund necessary capital improvements and to provide supportive financing in times of crisis, some railroads were affiliated with unrelated industries possessing superior growth rates. The railroads usually formed holding companies to own and manage the outside properties. The Bangor and Aroostook Railroad (BAR) followed this pattern when it formed Bangor and Aroostook Company (BAC) in 1960. Most of the stockholders of BAR exchanged their stock for BAC stock. Four years later, BAC was merged with another conglomerate to form Bangor Punta Corporation (Bangor Punta). …

Subchapter S And Selected Problems In Close Corporation Planning, Martin A. Rogoff

Maine Law Review

The basic scheme of Subchapter S has already been thoroughly explained and discussed, and there is an extensive literature dealing with particular Subchapter S problems. It is the purpose of this article to focus on recent litigation in three especially troublesome areas, where the actual requirements or effects of a Subchapter S election necessitate foresight and careful planning to enable the shareholders of an electing corporation to obtain the maximum tax advantage. These areas are corporate distributions, the net operating loss passthrough, and the single class of stock rule.

Single-Owner Sociedades Within The Corporate Landscape Of Latin America, Nicolás José Muñiz Arias

University of Miami Inter-American Law Review

The concept of a sociedad in Latin America has undergone profound changes throughout this century. Following the example set by the French Code de commerce of 1807, the sociedad was initially viewed as a contractual arrangement between two or more partners who make contributions to a business for purposes of sharing in the resulting profit or loss, wherein a plurality of partners was an intrinsic component. Nonetheless, the notion of a sociedad has evolved to entail the establishment of a separate legal entity, making the plurality of partners requirement increasingly obsolete for its formation and/or operation.

This Article describes the …

No Lawyer, No Jail: A Critical Case Study Of Pragmatism And The Flaws Of “Purposeful” Decision Making In Argersinger V. Hamlin, Alisa Smith, Sarah K. Stice

Seattle University Law Review

By releasing conference notes and internal communications, Supreme Court Justices provide insight into the otherwise private decisionmaking process, shedding light on how case outcomes and legal reasoning are framed and negotiated. The watershed case of Argersinger v. Hamlin (1972) extended the constitutional right to counsel to some, but not all, misdemeanor defendants. The case was argued twice, and the Court relied on empirical and authoritative sources to answer complex and practical questions about requiring counsel. This case study employs critical discourse analysis to uncover what influenced the Justices’ decisions and how they framed, shaped, and constructed social realities to foreground …

Modern Day Colonialism Through HawaiʻI’S Quiet Title And Partition Laws, Cheyann Fujii

Seattle University Law Review

This Note will attempt to highlight important aspects of Hawaiian history to provide readers with a clear picture on how Native Hawaiians are still impacted by colonialism, specifically when plaintiffs bring a quiet title or partition action against Native Hawaiian owners of kuleana lands. Before colonization, the concept of private land ownership did not exist in Hawai‘i, and Native Hawaiians adopted a feudal system by dividing land into geographical areas. Missionaries and businessmen brought Western ideas to Hawai‘i and influenced legislation such as the Great Māhele and the Kuleana Land Act of 1850, which solidified the concept of private property. …