Business Organizations Law Commons^™

Interview With David Webber: Reflections On The Past, Present, And Future Of Labor’S Capital, David Webber, Alvin Velazquez

Chicago-Kent Law Review

No abstract provided.

Women And Corporate Governance: Time Horizons And Stakeholder Analysis, June Carbone

Chicago-Kent Law Review

No abstract provided.

Keynote Lecture: Thoughts On Corporate Law And The Problem Of Human Capital, Margaret Blair

Chicago-Kent Law Review

No abstract provided.

Corporate Governance For Platform Workers, Grant M. Hayden, Matthew T. Bodie

Chicago-Kent Law Review

No abstract provided.

Labor Law, Ownership, And The Firm, Sanjukta Paul

Chicago-Kent Law Review

No abstract provided.

Corporate Purpose: A Management Concept And The Role Of Contract Design, Silvie Rohr

Chicago-Kent Law Review

No abstract provided.

The Rhetoric And Reality Of Shareholder Profit Maximization, Claire Hill

Chicago-Kent Law Review

No abstract provided.

Worker Voice In Retirement Plan Governance, Natalya Shnitser

Chicago-Kent Law Review

No abstract provided.

The Human Capital Imperative: How Does Board Governance Need To Evolve?, Mallory Bucher

Chicago-Kent Law Review

No abstract provided.

Reflections On Corporate Governance At Work, Claire Hill

Chicago-Kent Law Review

No abstract provided.

Failing To See What's In Front Of Our Eyes: The Effect Of Cognitive Errors On Corporate Scandals, Nancy B. Rapoport

William & Mary Business Law Review

Why do we believe flim-flam artists so readily, especially in the business and commercial realm? This Article explores four reallife versions of “The Emperor’s New Clothes” fable—FTX, WeWork, Theranos, and a former bankruptcy judge’s hidden romance— and asks why people bought into the hype. Where were the warning signs, and how might we better spot those signs in the future?

Masthead

UC Law Business Journal

No abstract provided.

Foreword, Jonathan Luciano, Ju Lee

UC Law Business Journal

No abstract provided.

The “Wholesale Failure” Of The Sec’S Approach To Chief Compliance Officer Liability, David B. Lourie

UC Law Business Journal

No abstract provided.

Fallout And Fiduciary Duty, Russell Powell

UC Law Business Journal

No abstract provided.

When Debt Gets A Makeover, Taxes Follow, Doron Narotzki

UC Law Business Journal

The taxation of debt modifications is a complex and crucial area of tax law, significantly impacting both corporate finance and the broader economy. This article explores the complex legal and economic implications of modifying debt instruments, focusing on the key provisions of the Internal Revenue Code (IRC) and covers the foundational principle of “realization,” which governs the recognition of income, gain, or loss when a debt modification is deemed significant under Treasury Regulation § 1.1001-3. The article delves into the tax consequences for both debtors and creditors, highlighting the potential for Cancellation of Debt Income and the challenges of managing …

Repaving The Path For The Immigrant Investor, Nathan Quach

UC Law Business Journal

No abstract provided.

Pop Culture Depictions Of Diversity In Business – Mad Men, Super Store, And Barbie, Akshaya Kamalnath

UC Law Business Journal

We have come a long way from only having women in the secretarial pool (as depicted in M ad Men), to having women and racial minorities in the workforce (as depicted in Super Store), to a company that creates a fictional world where women hold all the top positions (Barbie). Both Mad Men and Super Store are American TV shows – Mad Men was made in the present- day to depict life in the world of advertising agencies in New York in the 60s. Super Store is a series on Netflix about the issues workers face in a big company …

Professor Anthony J. Santoro Business Law Lecture Series: Navigating The Impact Of Cfius On M&A And Investment Activity 10/17/24, Roger Williams University School Of Law

School of Law Conferences, Lectures & Events

No abstract provided.

Scotus At The Bat: Touching Base With Baseball’S Antitrust Exemption, Porter Y. Schenewark

BYU Law Review

In the longstanding debate surrounding Major League Baseball’s exemption from federal antitrust laws, recent legal developments and Supreme Court dynamics call for a reexamination of the Supreme Court’s 1922 Federal Baseball decision. Drawing parallels between the Court’s landmark decision in Dobbs v. Jackson Women’s Health Organization and the potential reconsideration of Baseball’s exemption, this paper explores the factors at play and the implications for the future of the sport.

Through the Court’s framework of five factors as used in Dobbs, the paper evaluates the nature of the Court’s error, the quality of reasoning, workability, effect on other areas of law, …

Understanding Golf’S Civil War: An Antitrust Analysis And Discussion, Emma Hackett

BYU Law Review

For years, professional golf has been ruled by the PGA Tour. But in 2022, the PGA Tour’s monarchy started to crack when LIV Golf, a new Saudi-backed golf league, entered the scene and sued the PGA Tour for antitrust violations. Players and fans had to take sides: the legacy of the PGA Tour or the deep pockets of LIV Golf? The lawsuit resulted in a settlement between the entities, but the complaints exposed dealings engaged in by the PGA Tour that this Note argues are violations of the Sherman Act. Beyond illegality of the Tour’s acts, the dispute between LIV …

The Eco-Agency Problem And Sustainable Investment, Moran Ofir, Tal Elmakiess

BYU Law Review

In times of heightened environmental consciousness and a global call for urgent action, corporations are playing a critical role in addressing pressing environmental challenges. As concerns about climate change, resource depletion, and ecosystem degradation intensify, businesses are under mounting pressure to align their strategies with sustainable practices. Despite that, there is strong evidence of underinvestment in sustainability and environmental efforts by corporations. In this Article, we first define the eco-agency problem—the special conflict of interest between the corporate officers who focus on short-term profitability and the other stakeholders who seek long-term profitability and sustainability—and then discuss existing coping measures, such …

Nil Tampering, Josh Lens

BYU Law Review

The college athletics landscape has experienced several recent dramatic and monumental changes. In 2018, its governing body, the NCAA, implemented the transfer portal to help universities and athletes manage the process by which athletes transfer to another university. In 2021, the NCAA allowed every athlete the freedom to accept compensation in exchange for the use of their name, image, and likeness (“NIL”). Booster collectives quickly formed to facilitate NIL arrangements and now exert significant financial influence in the athlete recruiting and retention process. Tens of thousands of athletes have used the portal since its inception, with many seeking more NIL …

Majority Rules, Andrew Verstein

Northwestern University Law Review

The “disinterested and independent majority” is one of the most important concepts in corporate law. Corporate actions are almost immune to legal challenge if a suitable majority of directors stands ready to approve it.

Scholars have extensively debated the proper meaning and effect of “disinterested and independent,” but no such literature analyzes “majority.” As a matter of arithmetic, how do we compute whether a given set of directors contains a suitable majority? While seemingly innocuous, the concept of a majority means different things to different courts. Indeed, there may be no majority rule for majority independence. The Article charts and …

Information Accountability Foundation Names Two Maurer Faculty To Leadership Positions, James Owsley Boyd

Keep Up With the Latest News from the Law School (blog)

he Information Accountability Foundation (IAF) has appointed two Indiana University Maurer School of Law faculty to lead the organization.

Fred H. Cate, a distinguished professor and C. Ben Dutton Professor of Law, was named the nonprofit think tank’s new executive director, while Stan Crosley, an adjunct faculty member and 1994 graduate of the Law School, was appointed chief policy strategist.

Founded in 2013, the IAF works with global regulators and industry executives to promote organizational accountability, data stewardship, and data ethics. Its mission is to help regulators and responsible companies better understand the challenges around Artificial Intelligence and data governance …

Artificial Fiduciaries, Zhaoyi Li

Washington and Lee Law Review

The rapid development of technology in the last decade has affected all levels of society. Corporate governance has not been immune to these changes. In the future, Artificial Intelligence (“AI”) fiduciaries may be technologically capable of serving as independent corporate directors. This could be an effective way to address the challenge of the absence of truly independent directors in the traditional governance framework. Artificial fiduciaries could also offer a way to mitigate agency costs and improve overall corporate governance. However, traditional corporate law lacks solutions for coping with the integration of AI into corporate governance.

Currently, there is little scholarship …

From Anti-Bds To Anti-Esg: The Next Generation Of Boycotting The “Boycott” Is Only Slightly Less Problematic, Kali Venable

Washington and Lee Law Review

In response to an explosion in Environmental, Social, Governance (“ESG”), state lawmakers are enacting statutes to penalize companies that “boycott” industries they seek to protect. This Note first explains how we got here. To do so, it explains how lawmakers used statutes aimed at suppressing the Boycott, Divestment, and Sanctions (“BDS”) movement against Israel as templates for anti-ESG boycott laws. Further, this Note examines the rise of ESG and the subsequent anti-ESG movement that led to the enactment of state anti-ESG boycott laws pertaining to public contracts.

By analyzing the mixed outcomes of recent First Amendment challenges to anti-BDS laws …

Enforcing Legacy Environmental Liabilities For Offshore Oil And Gas Infrastructure, Martin Lockman, Romany M. Webb

Sabin Center for Climate Change Law

For more than a century, American fossil fuel companies have extended their operations offshore to exploit the vast oil and gas reserves that lie under the seafloor. Since 1953, the Department of the Interior (DOI) has operated a complex system of offshore leasing that allows private oil and gas companies to operate in federal waters. DOI’s leasing regime requires companies to plug wells, remove offshore platforms, and generally return their operation sites to a safe and stable condition when their leases end. This process, known as “decommissioning,” can cost tens or hundreds of millions of dollars for each offshore platform. …

The 2023 Merger Guidelines: An Assessment, Herbert Hovenkamp, Tim Wu, James Keyte

Faculty Scholarship

The 2023 Merger Guidelines1 are ten months old, but they still need some unpacking. To help our readers think through the issues that the Guidelines raise, Antitrust magazine asked two experienced legal scholars — Professors Tim Wu and Herbert Hovenkamp — to discuss the Guidelines with Antitrust editorial board member James Keyte. This discussion took place on May 28, 2024. The transcript has been edited for length and readability.

Evolving Corporate Philanthropy, David I. Walker

Faculty Scholarship

With the rise of corporate ESG initiatives and public benefit corporations, corporate philanthropy is evolving from an emphasis on cash contributions (contributional philanthropy) to an emphasis on adjusting operations to advance the public good (operational philanthropy). All forms of corporate philanthropy are controversial, but this article evaluates the impact of this evolution on the relative benefits and concerns of corporate philanthropy, arguing that the shift in emphasis towards operational philanthropy increases the comparative advantage of corporate philanthropy, increases agency costs, both simplifies and complicates shareholder primacy concerns, and increases the difficulty of prescriptively regulating corporate philanthropy through the tax code …