Business Organizations Law Commons^™

How A Central Bank Digital Currency Could Help Curb Tax Evasion And Other Financial Crimes, Morenike Saula

UC Law Business Journal

Central Bank Digital Currencies are digital currencies issued by the central bank government of a sovereign nation. It is a unique form of payment currently used by just a few countries that has the potential of transforming the US’s current financial landscape. According to the International Monetary Fund, more than 100 countries are currently developing their own central bank digital currencies. The U.S. Federal Reserve solicited comments for what a U.S. CBDC should have. The Biden Administration demonstrated executive support for creating a U.S. CBDC. Several scholars have also recommended design features of a CBDC. This article seeks to examine …

Masthead

UC Law Business Journal

No abstract provided.

Big Roadblock, Meet Big Data: Overcoming The Business Judgment Rule Using Directors’ Online Data, Cecilia Brisuda

UC Law Business Journal

No abstract provided.

Algorithmic Bias: Ai And The Challenge Of Modern Employment Practices, Jordan Dailey

UC Law Business Journal

No abstract provided.

From Peeping Toms To Pixel Tracking: Privacy In The Digital Age, Francesca Faugno

UC Law Business Journal

No abstract provided.

Capital Formation, The Sec, And Accredited Investors, Neal F. Newman, Lawrence J. Trautman, Brian Elzweig

Faculty Scholarship

Protecting the investing public, while simultaneously facilitating the efficient flow of capital needed by all new and growing businesses continues as a primary responsibility of the U.S. Securities and Exchange Commission (SEC). Enhancing the capital formation process is a necessary step in the creation of jobs and growth of any economy. Central to the SEC’s regulatory schematic is the proposition that some particularly sophisticated and wealthy investors require less protection than those with less knowledge, experience, and resources. During December 2023, for just the third time, the SEC staff issued a report examining the status of the natural person accredited …

Can Section 11 Be Saved?: "Tracing" A Path To Its Survival, John C. Coffee Jr., Joshua Mitts

Faculty Scholarship

Last term, a unanimous Supreme Court held in Slack Techs. v Pirani that purchasers of securities must “trace” their shares to the registration statement that contains the alleged misstatement or omission in order to be able to assert a claim under Section 11 of the Securities Act of 1933. Lawyers and law firms on both sides of the case agreed (with differing emotions) that the decision eclipsed Section 11, which had been the federal securities laws’ strongest litigation remedy for investors. We disagree with this conclusion that Section 11 is doomed, but we recognize the danger. Both in an amicus …

Sex & Startups, Jens Frankenreiter, Talia B. Gillis, Eric L. Talley

Faculty Scholarship

Private law offers a unique solution to the problem of long-term fiscal commitment. When Congress enacts a spending program that will take many years to reach fruition, there is a risk of a subsequent Congress or President cutting off funding in the interim. There is no escape from the problem within appropriations law itself. One solution, however, is to entrust private sector allies as vessels of long-term commitment. As a matter of political economy, that solution draws on policy-feedback theory. As a matter of law, the solution rests on a mechanism that Congress already uses but has not recognized its …

In Re Corpay, Inc. Shareholder Derivative Litigation, Order On Motions To Dismiss, John J. Goger

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

No abstract provided.

Konstitusionalitas Model Putusan Bawaslu Dalam Penyelesaian Pelanggaran Administratif Pemilu, Muhammad Rifai Yusuf, Syarif Hidayat

Jurnal Hukum & Pembangunan

As one of the institutions that carries out quasi-judicial functions in the field of general elections, Bawaslu could issue a decision through an adjudication process. In 2017, Bawaslu was criticized for its several decisions in the Sipol case held by the KPU for the registration of participants in the 2019 general elections, mainly because it was considered that Bawaslu equated its position with the Supreme Court by assessing that Sipol in the KPU Regulation was not in line with the Election Law. In 2024, decisions on election administrative violations appear to be softer or seem to avoid the same potential …

Peran Sharia Venture Capital Corporation Dan Venture Debt Corporation Terhadap Usaha Mikro, Kecil, Dan Menengah Di Indonesia, Khotibul Umam, Berlian Widya Tama

Jurnal Hukum & Pembangunan

The limited number of Sharia-compliant venture capital companies results in restricted access for Micro, Small, and Medium Enterprises (Usaha Mikro, Keci, dan Menengahl/UMKM) to alternative funding sources. This limitation may also stem from a lack of literacy regarding Islamic economics and finance among venture capital business players and the broader business community. Therefore, it is necessary to examine the implementation of Sharia Principles within the framework of Venture Capital Corporations (VCC) and Venture Debt Corporations (VDC), as well as the expected role of VCC and VDC in the development of UMK in Indonesia. The findings indicate that both VCC and …

Quo Vadis Hak Atas Kesehatan Reproduksi: Analisis Rekonstruksi Pengaturan Aborsi Di Indonesia (Perbandingan Hukum Indonesia Dengan Perancis), Dian Kencana Putri, Erna Dyah Kusumawati

Jurnal Hukum & Pembangunan

Pembatasan akses aborsi di Indonesia menyebabkan banyak perempuan dengan kehamilan tidak diinginkan terpaksa berhadapan dengan hukum. Pembatasan aborsi yang mengakibatkan kriminalisasi ini dapat menyebabkan dilema moral bagi banyak perempuan yang mengalami kehamilan tidak diinginkan. Padahal aborsi berpotensi terjadi pada setiap perempuan berusia produktif di Indonesia. Aborsi di Indonesia merupakan tindakan ilegal dan aborsi hanya dapat dilakukan dalam dua kondisi saja, yakni kedaruratan medis dan kehamilan yang disebabkan perkosaan. Artikel ini menganalisa bagaimana sebenarnya substansi aborsi dapat dimasukkan pada kategori hak kesehatan reproduksi perempuan dan mengapa negara Indonesia perlu mengubah kebijakan dan hukum mengenai aborsi. Untuk melihat seberapa pentingnya negara harus …

Orientasi Rigid Dan Moderat Dalam Penafsiran Original Intent Dan Praktiknya Di Indonesia, Muhammad Alwi Khoiri Ramdani, Susi Dwi Harijanto, Lailani Sungkar

Jurnal Hukum & Pembangunan

Metode original intent lazimnya menghasilkan penafsiran yang bersifat rigid sesuai niat perumusnya. Selama konstitusi tidak diubah, maka tafsiran original intent pun tidak berubah. Namun penggunaan metode penafsiran original intent di Indonesia dapat menghasilkan pemaknaan yang berbeda/berubah meskipun ketentuan konstitusi dan perumusnya tidak berganti. Hal ini terjadi karena terdapat perkembangan pemikiran dalam penerapan metode penafsiran original intent. Penelitian ini membahas mengenai perkembangan pemikiran tersebut dan menganalisa pola penerapan metode original intent dalam penafsiran konstitusi yang dilakukan oleh Mahkamah Konstitusi di Indonesia. Ini merupakan penelitian doktriner dengan pendekatan konsep dan kasus. Hasil penelitian menunjukkan bahwa terdapat perkembangan pemikiran dalam penerapan metode penafsiran …

Litigating Vertical Mergers: Innovation Dynamics From Illumina-Grail, Aurelien Portuese

Washington and Lee Law Review Online

Illumina-Grail represents an important moment in antitrust litigation, reshaping the legal landscape for vertical mergers in innovation-driven markets. This Article analyzes the Federal Trade Commission’s uncommon achievement in blocking the Illumina-Grail merger—a ruling sustained by the Fifth Circuit Court of Appeals—emphasizing its significant ramifications for antitrust legislation. The case examines the complex dynamics of innovation competition and emerging market definition, challenging established doctrines regarding the inherently procompetitive nature of vertical mergers. This Article examines the changing criteria for defining relevant markets and evaluating competitive harm in research and development-oriented industries. It also discusses the Fifth Circuit’s support of the FTC’s …

The “Marketplace” Myth: Addressing Amazon’S Defense To Product Liability Claims, Andrew Ackley

Seattle University Law Review Online

Many courts continue to analyze law as if we have not evolved from the early days of the internet, when Facebook was a “social networking” site, AOL made messages “instant,” and eBay let everyone auction random items. The internet connected people. Because it did not touch them, it could not harm them. However, with storefronts closing, brick-and-mortar retail chains declaring bankruptcy, and “Uber lots” popping up at airports, the internet “cloud” has touched down all over the country, and online businesses are now harming people just as human actors and brickand-mortar stores always have.

While generating thousands of new ride …

Get Your Act Together: The Alternative Fines Act In Federal Prosecutions Of Corporate Environmental Crimes, Josiah B. Harmar

Villanova Environmental Law Journal (1991 - )

No abstract provided.

Quo Vadis Desain Pengamanan Hakim Dari Perbuatan Merendahkan Kehormatan Dan Keluhuran Martabat Hakim (Pmkh) Di Indonesia, Zainatul Ilmiyah

Jurnal Hukum & Pembangunan

Judges, as the main judicial actors in law enforcement, have an independent nature, both in terms of institutions and in terms of determining their decisions. However, in exercising their authority, judges are often faced with the risk of injury, both physical and psychological, by the public, who are not satisfied with the decisions made by the judges. With an empirical legal research method and using a conceptual approach, statute approach, and comparative approach, this study aims to find the best form in the design of an institutional model for judge and court security units. In this study, it was found …

Let The Sunshine In: Crafting Constitutional Transparency Regulations For Content Moderation, Caitlin Ring Carlson

Seattle University Law Review

In response to public concern about the impact of social media, legislators in some U.S. states have developed laws to regulate the process of content moderation. Many include mandatory transparency and disclosure requirements, some of which courts have already deemed an unconstitutional infringement on social media platforms’ right to free expression. This article explores the parameters for crafting constitutional social media transparency regulations using existing U.S. media policy and insights from recent legal challenges. The resulting analysis identifies content neutral transparency requirements that mandate the disclosure of purely factual, non-controversial information as those most likely to withstand judicial scrutiny. Specifically, …

This Is Not A Game: The Addictive Allure Of Digital Companions, Nizan Geslevich Packin, Karni Chagal-Feferkorn

Seattle University Law Review

Artificial Intelligence (AI) agents have become an inescapable part of modern childhood, reshaping education, leisure activities, entertainment, and social interaction. From AI-powered tutors that adapt to individual learning styles to emotionally responsive chatbots that simulate human companionship, these systems promise unprecedented personalization, cognitive stimulation, and social support. However, these benefits mask significant risks that remain unregulated and inadequately addressed.

Although adults are also susceptible to forming deep emotional bonds with AI companions—often trusting them as if they possessed genuine understanding and empathy—children are particularly vulnerable. Their misplaced trust can more severely distort social development, weaken critical thinking, and foster unhealthy …

Table Of Contents, Seattle University Law Review

Seattle University Law Review

Table of Contents

Re-Imagining Tomorrow: A Technology, Innovation Law, And Ethics Symposium On Addictive Technology And Children, Margaret Chon

Seattle University Law Review

In this Foreword, Professor Margaret Chon introduces Seattle University's Technology, Innovation Law, and Ethics (TILE) program, the 2024 TILE Symposium, and Dr. Gaia Bernstein’s Unwired: Gaining Control Over Addictive Technologies.

Keynote Address: The Movement To Protect Kids From Addictive Technologies, Gaia Bernstein

Seattle University Law Review

In this keynote address, I describe my personal journey starting with a school outreach program I created in 2017 to address technology overuse among kids. While I initially advocated for self-help methods, I grew to recognize that the tech industry bore responsibility. This realization led me to write Unwired: Gaining Control over Addictive Technologies, which focused on collective action to pressure the tech industry to redesign its addictive products.

I then describe the movement to control addictive technologies and protect kids, which has gained momentum since the end of the pandemic. This movement combines grassroots parent activism with legal-political action. …

Moral Panic Or Public Health Crisis? Lessons From Drugs And Gambling For “Addictive” Design, Matthew B. Lawrence, Haomin (Kevin) Yan

Seattle University Law Review

Alcohol, automobiles, guns, lottery, loot boxes, meat, music, opioid painkillers, processed foods, prop bets, slot machines, television, tobacco, violent video games. Over the last century each of these has been subject to concerns—some might even say “moral panics”—from parents and policymakers about avoidable harms to kids and adults. In some cases we look back with the benefit of hindsight and dismiss those concerns as naïve or moralistic. In others we look back at them as justified or as having come too late to check an expanding industry before it did unfathomable harm while growing so powerful that it became all …

Responding To Digital Addiction, Ned Snow

Seattle University Law Review

In Unwired: Gaining Control over Addictive Technologies, Professor Gaia Bernstein calls our attention to the growing problem of digital addiction. Digital addiction may sound like something out of a science-fiction novel or something that does not raise the same sort of real-life practical concerns as are present in a physical health crisis or an economic decline. But as Bernstein presents the evidence, we learn that the consequences of digital addiction can be just as harmful as a serious disease or a financial depression. Cognitive development disorders, anxiety, emotional depression, social isolation, and other mental health ills can be debilitating—as much …

The Ai Doppelgänger Dilemma: Cloned Voices In The Music Industry, Elizabeth Shields

Seattle University Law Review

With the rise of generative artificial intelligence (AI), there has been an influx of “voice clones”—deep-learning algorithms that create synthetic speech to realistically mimic human voices. Celebrities and, in particular, music artists, have been subjected to the proliferation of AI voice clones on social media platforms like TikTok and streaming platforms such as Spotify. Despite music utilizing AI voice clones having amassed much popularity, this technology can be harmful and highly invasive to musicians whose livelihoods often depend on their distinct voices. While legal scholars have attempted to articulate various rights that could protect a person’s voice, individuals are largely …

The Market Value Of Partisan Balance, Brian D. Feinstein, Daniel J. Hemel

Northwestern University Law Review

For the past century, Delaware’s constitution has provided that no more than a bare majority of judges on the state’s courts may hail from the same political party. Some scholars and jurists theorize that Delaware’s commitment to a politically balanced judiciary increases the state’s attractiveness to out-of-state corporations and adds value to Delaware-chartered firms. These claims echo a larger literature in law and the social sciences positing that ideological diversity improves decisional quality. Recently, a series of federal court decisions in the case of Adams v. Carney put these claims to the test. In December 2017, a federal district court …

Adopting Permissioned Blockchain Models To Enhance Consumer Protection And Comply With Consumer Protection Laws, Erika Buenrostro

Featured Student Work

Blockchain technology enables decentralized, peer-to-peer transactions and data management, offering transparency while raising data privacy and consumer protection concerns. As the current administration promotes blockchain adoption, including cryptocurrency, more users and businesses will likely integrate the technology. This thesis provides a framework to help businesses adopt blockchain while ensuring compliance with the California Consumer Privacy Act (CCPA). To prevent data mishandling and legal penalties, consumers and businesses must stay informed about the risks and evolving state privacy laws.

A CCPA-compliant approach retains blockchain’s benefits through a permissioned model, storing only non-personal (neutral) data on-chain while keeping personal information off-chain in …

Reassessing Corporate Philanthropy From A Tax Perspective, David I. Walker

Faculty Scholarship

U.S. corporations make and deduct charitable contributions in excess of $20 billion annually. This Article reassesses corporate philanthropy from a tax perspective, asking first whether the federal tax subsidy for corporate philanthropy is greater than the subsidy for the alternative stakeholder philanthropy, as some commentators have previously found. The answer: it depends. The relative degree of subsidy depends on corporate and individual tax rates, obviously, but also on the incidence of corporate philanthropy, i.e., who bears the cost, which is generally unclear, as well as other details, such as whether individual stakeholders itemize deductions. At current tax rates, however, any …

Bernard Bronner V. Robert E. Hardy, Ii, Order For Motion For Judgment Notwithstanding The Verdict, Kelly L. Ellerbe

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

No abstract provided.

Performative Actions And Profits: A New Test For Delaware Derivative Oversight Claims, Joshua Dana

Brooklyn Law Review

One of the most important aspects of Delaware corporate law is the duty of oversight, which requires corporate directors and officers to establish and maintain reasonable oversight systems at their companies. In determining whether a director or officer has breached their duty of oversight, courts apply the bad-faith standard. This Note contends that the bad-faith standard is an ineffective way to hold corporate directors and officers accountable for their lack of oversight because under the bad-faith standard, courts are unable to distinguish nonmeaningful performative action that is merely intended to create the illusion of good-faith oversight from true good-faith action. …