Business Organizations Law Commons^™

Distillation Laundering: Regulatory Arbitrage And A Potential Beijing Effect In Ai, Laura Edelson, Filippo Lancieri

Georgetown Law Faculty Publications and Other Works

This essay introduces distillation laundering, a new form of regulatory arbitrage. Distillation, a technique for training large language models based on the outputs of other models instead of from scratch, is generally prohibited by the terms of service of closed-weight frontier models. However, it is economically efficient and has been key to the success of the cheap, distilled (largely Chinese) open-weight models, which have reshaped the global political economy of AI regulation. US companies have now begun to re-import the effects of distillation through various means—a process we call distillation laundering. We also discuss how attempts to lobby these models …

Marijuana, Marinol, And Chapter 11: The Federal Roadblock To Bankruptcy Protection, Grace Griggs

Oklahoma Law Review

No abstract provided.

The Spac Clock, Andrew A. Schwartz

Publications

Special purpose acquisition companies (SPACs) are public companies organized to die. Unlike ordinary corporations, which enjoy perpetual existence by default, SPACs are legally required to consummate a merger within a fixed period--usually two years, never more than three--or else liquidate and return investors' cash.

This Article takes that clock seriously and argues that limited life is foundational to the SPAC form: it disciplines sponsors by preventing indefinite warehousing of capital, reassures investors by guaranteeing liquidity, and makes the form marketable in the first place. A perpetual SPAC would be good for nobody.

At the same time, the SPAC clock distorts …

Summoning Firms: Promoting Democratic Stability And Economic Prosperity In Times Of Constitutional Crisis, Jon D. Michaels

Emory Business Law Review

No abstract provided.

Illiberal Democracy, Merger Regulation, And Corporate Capture, Brian Jm Quinn

Emory Business Law Review

This Essay examines how the second Trump Administration has weaponized merger regulation and regulatory approval processes as tools of corporate capture in service of democratic backsliding toward an illiberal regime. Drawing on theoretical frameworks of competitive authoritarianism and illiberal democracy, this paper demonstrates how discretionary regulatory authority combined with weakened enforcement mechanisms creates opportunities for grand corruption that systematically undermines liberal democratic institutions.

This Essay accomplishes three primary objectives. First, it establishes the essential characteristics of illiberal regimes which maintain the facade of democratic institutions while systematically skewing the political playing field through selective enforcement and regulatory capture. Second, it …

Justice On Trial: Integrating Ethics In Law School Advocacy Courses, Veronica J. Finkelstein

Emory Business Law Review

The rule of law depends not only on legal doctrine and institutional design, but on the daily ethical choices of the lawyers who operate within the adversarial system. Trial lawyers, in particular, wield extraordinary power courtroom outcomes, yet law schools too often train future advocates to perform persuasive techniques without meaningful engagement with the ethical obligations that constrain those techniques and the lawyers who wield them. This article argues that the persistent separation between trial advocacy education and legal ethics instruction leaves law students ill-prepared for the moral complexities of litigation and threatens public confidence in the justice system.

Tracing …

Pharmaceutical-Telehealth Confederacies, Michelle Onder, Michael S. Sinha

Emory Business Law Review

Access to prescription pharmaceuticals has historically been controlled by a physician’s pen. As a result, pharmaceutical companies spend billions of dollars on advertising and promotion to mitigate this barrier: first and primarily, to physicians and other prescribers, and more recently, to the general public through direct-to-consumer advertising. The success of these promotional efforts can be seen in the greater prescribing of costly brand-name medicines, even in settings where lower-priced, comparably efficacious generic alternatives exist. Brand-name prescriptions now make up only 10% of all prescriptions written yet account for 88% of drug spending. Despite these substantial returns on investment, companies continue …

Fallen Unicorns, Xuan-Thao Nguyen

Emory Business Law Review

Tech unicorns, from healthcare, teledentistry, space, ecommerce, trucking logistics, pre-owned cars, wearables, design, image search, to home-building sectors, receive effusive praises and secure enviable venture capital investments. Very soon after garnering notoriety, these unicorns die. This Article theorizes why unicorns suddenly collapse shortly after they have achieved the mythical status of being the rare tech startups with valuations of one billion dollars or more. With an in-depth case study of fallen unicorns, the Article identifies and examines the reasons for their tragic deaths, offering a critique of the fear of missing out (FOMO), overfunding, and irrational exuberance investors heaped on …

Scrappy Or Strategic? Law Firm Decision-Making In Light Of Executive Orders, Nancy B. Rapoport

Emory Business Law Review

Some of President Donald J. Trump’s early 2025 Executive Orders targeted specific law firms.  These Executive Orders have created a stir within our legal community.  Why did some firms fight those Executive Orders and other firms agree to quick settlements with the Trump administration?  In this article, I use some rudimentary concepts taken from game theory (as in, “I won’t use numbers or mathematical proofs,” so I expect actual game theorists to roll their eyes at my analysis) to analyze two games:  the game of “who within the firm will decide whether to fight or settle” and the game of …

Oppression On The Blockchain, Erwin J. Kwok, Moin A. Yahya

Emory Business Law Review

When Ethereum (ETH) shifted from a Proof of Work (PoW) protocol to a Proof of Stake (PoS) protocol, not all users were enthused. We use Ethereum’s shift from PoW to PoS as a case study for the broader question of whether developers of a blockchain owe its members certain fiduciary or fiduciary-like duties. We argue that if done properly, in accordance to the rules governing the blockchain, then developers do not necessarily owe fiduciary responsibility to other members of the chain, but they nonetheless may owe fiduciary-like responsibilities to users inadvertently and negatively impacted. We argue these users may be …

Tinjauan Frasa “Setiap Orang” Dalam Pasal 3 Ayat (1) Peraturan Pemerintah Nomor 56 Tahun 2021 Tentang Pengelolaan Royalti Hak Cipta Lagu Dan/Atau Musik, Fajar Hidayansyah Ilham, Luna Dezeana Ticoalu

Jurnal Hukum & Pembangunan

Copyright is one form of legal protection for intellectual works, occupying an important position within the intellectual property law system. The Copyright Law explicitly grants exclusive rights to creators, encompassing both moral rights and economic rights. Economic rights, as stipulated in Article 9 paragraph (1), allow creators to obtain economic benefits from their works, ranging from publication, reproduction, distribution, performance, to communication to the public. This provision shows that creators hold a primary position as legal subjects entitled to protection, while also serving as central actors in the creative industry ecosystem. In practice, the mechanism for copyright protection requires implementing …

Kedudukan Hukum Eks-Kreditor Pasca Debt To Equity Swap Yang Dihomologasi Dalam Pkpu Kedua Dan Kepailitan Debitor Akibat Pembatalan Perdamaian, Reza Rahmawati

Jurnal Hukum & Pembangunan

Debt to Equity Swap (DES) under a composition plan in Suspension of Debt Payment Obligations (PKPU) proceedings constitutes a restructuring mechanism that transforms the legal status of a Creditor into that of a shareholder upon homologation. Legal issues arise when The Debtor subsequently enters a Second PKPU due to newly incurred debts or is declared bankrupt following the annulment of the composition, while Law No. 37 of 2004 on Bankruptcy and Suspension of Debt Payment does not expressly regulate the legal consequences of a DES under such circumstances. This normative legal research aims to analyze the legal standing and legal …

Kedudukan Putusan Peradilan Etik Sebagai Keputusan Tata Usaha Negara: Studi Kasus Gugatan Hakim Konstitusi Anwar Usman, Satrio Febriyanto

Jurnal Hukum & Pembangunan

As an effort to concretize ethics, there is a process of formalizing ethics into a set of rules through a code of ethics. The code of ethics needs institutional enforcement instruments so that it can be effectively applied through ethical trials. Ethical courts, as institutions that adjudicate violations of the code of ethics, have the authority to issue decisions as a follow-up to cases of violations of the code of ethics that they handle. In carrying out its duties, ethical courts use ethical and moral analysis to assess the appropriateness of an action. This analytical approach differs from legal decisions …

Quantum Ai And The Future Of Corporate Law, Michael R. Siebecker

Cardozo Law Review

As quantum computing and AI surge toward mainstream adoption, how corporate directors satisfy their duties of care and oversight requires some fiduciary recalibration. The current fiduciary framework that allows directors to escape liability absent “gross negligence” or “utter failure” in oversight may no longer be defensible in a world where advanced analytics offer unprecedented capacity to model, monitor, and foresee significant corporate risks. Behavioral economics makes clear that humans (including corporate managers) remain vulnerable to a variety of biases and heuristics shortcuts in decision making. Technological evolution provides the means to correct such cognitive distortions if boards take an active …

Penggunaan Metode Socrates Dalam Mengembangkan Pendidikan Tinggi Hukum Di Indonesia, Syarifah Lisa Andriati, Inneke Kiki Rizki, Ain Najwa Binti Mohd Malian

Jurnal Hukum & Pembangunan

The ability to think critically and have the ability as a problem solver is needed in higher education Law in Indonesia. One of the methods used is the Socratic Method. Critical thinking is one of the aspects that law students must have to improve their ability as problem solvers. This research was conducted to contribute that the application of the Socratic method is effective to be applied in the learning process of higher education in Indonesia, as well as to provide evaluation and knowledge about the challenges and obstacles that will be faced in the process of applying the Socratic …

Tapera: Melindungi Hak Atas Tempat Tinggal Atau Mengancam Kehidupan Yang Layak, Elizabeth Jeneva Samuella, Ida Susanti

Jurnal Hukum & Pembangunan

This study examines the People's Housing Savings (TAPERA) policy in the context of protecting the right to adequate housing and its impact on the decent living conditions of workers. Under TAPERA regulations, all workers are required to set aside a portion of their salary, including those who already own a home. While this policy aims to improve access to adequate housing, it raises questions about its impact on purchasing power and the fulfillment of other basic needs. The study employs an interdisciplinary approach using socio-legal methods to evaluate whether the mandatory TAPERA contributions can be considered a violation of the …

Mogok Kerja Tenaga Medis: Problematika Pada Uu Ketenagakerjaan Dan Pilihan Model Pengaturannya, Rama Agung

Jurnal Hukum & Pembangunan

The issue of healthcare workers' strikes remains complex in terms of regulatory frameworks. On one hand, there is a conflict of interest between public interest in access to healthcare services and, on the other, the Labor Law, which regards the right to strike as a fundamental right of workers, integral to collective bargaining. This paper examines the challenges in regulating healthcare workers' strikes by analyzing Article 139 of the Labor Law and exploring regulatory models that support the provision of high-quality healthcare services. The findings highlight several key points. First, Article 139 of the Labor Law does not yet provide …

Lahirnya Tensi Metafisik Di Urat-Leher Projek-Projek Interpretasi Konstruktif, Herman Bakir, Mukhtasar Syamsuddin

Jurnal Hukum & Pembangunan

This project is a legal hermeneutics. The aim is to elaborate the paradigm of the law as integrity theory, Ronald Dworkin’s work, which has received recognition as one of the most influential philosophical systems in the world of law throughout the last century. The issues discussed are divided into three subjects: (1) the interpretation role in legitimizing “law” as a corpus that has a “soul”; (2) a concept of interpretation from the womb of the law as integrity theory; (3) the dual capacity of “constructive interpretation” in [a] “returning” law to its roots; and [b] housing “morals” within the body …

Diskursus Kriminalisasi Pemidanaan Terhadap Pemberi Gratifikasi, Muhammad Fatahillah Akbar

Jurnal Hukum & Pembangunan

This article aims to examine the legal basis to prosecute gratifiers in Indonesian Corruption Justice System. Samin Tan as the giver of gratification to Eni Maulani Saragih had been acquitted by the Corruption Court of Jakarta Decision Number 37/Pid.Sus-TPK/2021/PN.Jkt.Pst on 30^th August 2021. Then, the Cassation to Supreme Court had also been rejected by Supreme Court Decision Number 2205 K/Pid.sus/2022 on 9^th June, 2022. Hence, Samin Tan stays acquitted. The decision majorly focuses on the “absence” of law which criminalizes gratifiers or gratification givers. Therefore, this article elaborates how similar cases shall be handled in the future. In …

The Mansion That Disney Built: Revitalizing Antitrust Enforcement In The Film Industry, Drew Chandler

BYU Law Review

The Paramount Decrees, for over sixty years, barred the major film studios from anticompetitive practices like vertical integration and block-booking. The Department of Justice’s decision to sunset the Decrees in 2020 came prematurely, with the movie industry today rocked by major mergers, the advent of streaming, the pandemic, lessened output due to industry strikes, and changing consumer tastes. True, the industry has changed since 1948, but those very changes call for regulatory intervention to avoid repeating the problems of the past.

For example, Disney’s recent merger and acquisition activity, together with the dominance of its in-house streaming service Disney+, is …

Business Associations, Scott Lowry

Mercer Law Review

This Article surveys a selection of noteworthy cases involving business associations that Georgia courts decided between June 1, 2024, and May 31, 2025.

How Design Law Is Taking Shape In The United States And European Union, Christine Haight Farley

Scholarly Articles in Law Reviews & Journals

This Essay uses a comparative framework to show that sophisticated design rights holders in both the United States (U.S.) and the European Union (EU) increasingly sidestep specialized design regimes in favor of more expansive trademark and copyright doctrines. Although both jurisdictions now operate cumulative intellectual property (IP) systems for industrial design, they have taken sharply divergent paths in confronting the proliferation of “design dupes”—replicas that trade on the appeal of sought-after designs. In the United States, rights holders rely chiefly on trademark law, and especially trade dress, to convert cultural recognition into legally cognizable source indication, a move facilitated by …

Marketcrafters: The 100-Year Struggle To Shape The American Economy, Jay Nathan

Journal of Global Awareness

No abstract provided.

Free Will, Responsibility, And The Corporation: A Critique Of Corporate Criminal Liability, Declan C. Lawson

William & Mary Law Review Online

Part I of this Note will provide background on the relationship between free will and criminal liability and discuss the extant theories underpinning corporate criminal liability. Part II will examine the shortcomings of those theories. Part III will argue for a free will-based approach for apportioning blame for corporate criminal conduct. Such an approach is both theoretically and practically justified.

This abstract was taken from the author's introduction.

Pembuktian Sederhana Dalam Proses Kepailitan Terhadap Perusahaan Pengembang Pasca Surat Edaran Mahkamah Agung Nomor 3 Tahun 2023, Maya Iswandi

Jurnal Hukum & Pembangunan

Abstract

After the issuance of Sema No. 3/2023, there were various pros and cons to its implementation. This is because the sema has limited and in quotes has protected development companies from bankruptcy proceedings. Sema No. 3/2023 provides immunity to development companies from bankruptcy because they are deemed not to meet the simple proof that must be met in the bankruptcy process. This provision seems to deny the judicial system that should determine the evidence in a case. This certainly causes degradation of legal certainty and consumer protection. Therefore, this research will discuss simple proof in development companies after the …

Founder Worship, Effective Altruism, And Corporate Governance, Jennifer S. Fan, Xuan-Thao Nguyen

Kentucky Law Journal

No abstract provided.

Tracing The Truth: The Case For The United States To Adopt Eu-Style Supply Chain Transparency In Global High-Risk Industries, Daniel Assor

University of Miami International and Comparative Law Review

Have you ever looked in your closet and wondered where your clothing came from? Or stared into the black mirror of your phone and questioned how it was made? Certainly, you know where you bought it, but are you sure of where it was before then? Unless you sew your own clothes or communicate by carrier pigeon, these questions may not have crossed your mind. However, I urge everyone to look around their home—you will find objects with questionable origins. This shift has brought increased focus to supply chains, elevating transparency as a critical element of corporate environmental, social, and …

Government Regulations-Consumer And Worker Protection Laws Business Law, Lorelei Salas

Open Educational Resources

This assignment challenges the students to dive deeper into consumer and worker protection laws, by expanding their knowledge base or exploring personal experience with these issues.

Contract Law And The U.S. Legal System, Business Law Assignment, Lorelei Salas

Open Educational Resources

This assignment ties legal concepts covered in business law to specific scenarios that can measure comprehension of contracts and the US legal system

Greenhat’S Greenlight To The Cftc: The Case For A Jurisdictional Shift Of Financial Transmission Rights From The Federal Energy Regulatory Commission To The Commodity Futures Trading Commission, Timothy K. Shaw Ii

DePaul Business & Commercial Law Journal

Regional Transmission Organizations and Independent System Operators are a relatively new platform to buy and sell wholesale electricity and transmission service of that electricity. These groundbreaking organizations have been around since 1996 after the Federal Energy Regulatory Commission (“FERC”) issued Order 888. FERC regulates the physical electricity wholesale sale and transmission service market managed by a Regional Transmission Organization (“RTO”) or Independent System Operator (“ISO”),through its Federal Power Act mandate. Many RTOs and ISOs offer a product called a Financial Transmission Right (“FTR”). Traditionally, FTRs assist the holder by providing price certainty, or a hedge, in the capacity market. This …