Commercial Law Commons^™

Asarco Llc V. Atlantic Richfield Company, Ryan L. Hickey

Public Land & Resources Law Review

The Comprehensive Environmental Response, Compensation, and Liabiltiy Act, commonly known as CERCLA, facilitates cleanup of hazardous waste sites and those contaminated by other harmful substances by empowering the Environmental Protection Agency to identify responsible parties and require them to undertake or fund remediation. Because pollution sometimes occurrs over long periods of time by multiple parties, CERCLA also enables polluters to seek financial contribution from other contaminators of a particular site. The Ninth Circuit clarified the particuar circumstances under which contribution actions may arise in Asarco LLC v. Atlantic Richfield Co., holding non-CERCLA settlements may give rise to CERCLA contribution …

Rise Of The Machines: The Legal Implications For Investor Protection With The Rise Of Robo-Advisors, Bret E. Strzelczyk

DePaul Business & Commercial Law Journal

This note examines the complex state of financial innovation and preexisting investor protection regimes, mainly the Investment Advisers Act of 1940, which do not properly address the question of whether a robo-advisor platform serving as registered investment advisers satisfies the fiduciary standard elements laid out in the Act. This article examines the current regulation from the Department of Labor, the Financial Industry Regulatory Authority, and the Securities and Exchange Commission and addresses the inadequacies in each regulatory entity’s policy prescription. This article contends that robo-advisors can not act as a fiduciary for several reasons – primarily because these platforms do …

Consumers In Shock: How Federal Government Overregulation Led Mylan To Acquire A Monopoly Over Epinephrine Autoinjectors, Nicole O'Toole

DePaul Business & Commercial Law Journal

The philosophy that federal government intervention increases costs and decreases options and values available to consumers can be analyzed across a plethora of markets. This Note will focus on the epinephrine autoinjector market, specifically looking at Mylan's epinephrine autoinjector known as the EpiPen. Today, the EpiPen is considered the “Kleenex” of epinephrine autoinjectors as it is estimated to control over ninety percent of the market share. From a Darwinist perspective it would appear that because the EpiPen controls most of the market, it must be the most superior product available to consumers. However, as this note will cover, this is …

Over- And Under-Funding: Crowdfunding Concerns Of The Parties Involved, Tanya M. Marcum J.D., Eden S. Blair Phd

DePaul Business & Commercial Law Journal

Financial collaboration for new business ventures or the expansion of existing businesses utilizing the internet and social media is expanding. One area of growth is in the area of crowdfunding. Crowdfunding or crowdsourcing is known as collaborative funding using the internet to attract many investors to a new business venture.

Newsroom: From Farm To School 1-2-2018, Roger Williams University School Of Law

Life of the Law School (1993- )

No abstract provided.

From Corporate Law To Corporate Governance, Ronald J. Gilson

Faculty Scholarship

In the 1960s and 1970s, corporate law and finance scholars gave up on their traditional approaches. Corporate law had become “towering skyscrapers of rusted girders, internally welded together and containing nothing but wind.” In finance, the theory of the firm was recognized as an “empty box.” This essay tracks how corporate law was reborn as corporate governance through three examples of how we have usefully complicated the inquiry into corporate behavior. Part I frames the first complication, defining governance broadly as the company’s operating system, a braided framework of legal and non-legal elements. Part II adds a second complication by …

The Cambridge Handbook Of Social Enterprise Law, Lloyd Histoshi Mayer

Books

Book Chapters

Lloyd Hitoshi Mayer, Creating a Tax Space for Social Enterprise, in The Cambridge Handbook of Social Enterprise Law 157 (Benjamin Means & Joseph W. Yockey eds., 2018)

While still relatively few in number compared to traditional nonprofit and for-profit organizations, the rise of social enterprises represents a possible disruption of not only existing models of doing business but also areas of law that in many respects have seen little fundamental change for decades. One such area is domestic tax law, where social enterprises currently find themselves subject to the rules of for-profit activities and entities. Here, both scholars …

Delaware's Retreat: Exploring Developing Fissures And Tectonic Shifts In Delaware Corporate Law, James D. Cox, Randall S. Thomas

Faculty Scholarship

No abstract provided.

Competition Merger Review For Cross-Border Mergers And Acquisitions In Indonesia, Zulheri Zulheri

Indonesia Law Review

This article aimed at expressing ideas on a legal construction of competition merger review (CMR) on Crossborder Mergers and Acquisitions (CBM&A) that have Indonesian legal dimension. The problem has been triggered by the lack of CMR guidelines for CBM&A to nurture a fair and sustainable business competition (FSBC). Consequently, the existing guideline is inadequate for reviewing CBM&A proposals which have a multi-jurisdiction dimension character. As a result, merging (gigantic) companies doing business in Indonesia have enormous opportunities to engage in anti-competitive behavior in the domestic market. In its turn, it brings the impact of reducing competition itself whereby national companies …

The Crisis In Corporate Governance: 2002 Style, Robert W. Hamilton

Maine Law Review

The period from November 1, 2001 to October 1, 2002 has been an astonishing period for corporate governance in many respects. It began with the completely unexpected collapse of Enron Corporation on November 1, 2001, followed almost immediately thereafter by widely publicized downward profit restatements and bankruptcy filings by a significant number of telecommunication companies. Since November 1, 2001, there have been numerous public reports of fraud, misconduct, and scandals by directors of other well-known corporations such as Lucent Technologies, Kmart, Merck & Co., and Rite Aid Corporation. There also have been disclosures of many instances in which corporate officers …

Maine Corporation Law & Practice, 2nd Edition, George F. Eaton Ii, Kristy M. Smith

Maine Law Review

In 2001, several members of the Business Law Section of the Maine Bar Association convened the Corporate Law Revision Committee (the Committee), which set out to adapt the Model Business Corporation Act (the Model Act) for use in Maine. Maine's corporation law had not benefited from a comprehensive over-haul since 1971, and notwithstanding periodic updates of specific components of the statutory regime over the years, a thorough and comprehensive revision was needed to keep pace with modern corporate law and practice in the twenty-first century. The Committee's efforts, under the leadership of James B. Zimpritch, Esq., widely acknowledged as the …

A Progressive Case For A Universal Transaction Tax, Gary Chartier

Maine Law Review

Federal Reserve Board chair Alan Greenspan’s recent call for tax simplification and his acknowledgement of arguments for a consumption tax may help to place the question of such taxes, including a value-added tax (VAT), on the national political agenda. If the possibility of imposing a VAT does receive significant national attention, the debate it occasions will obviously, and appropriately, focus in part on a variety of technical questions. But normative questions will likely be at issue as well. A VAT is like a sales tax, but is applied at each stage in a product’s development and not merely when it …

The Corporation As Sovereign, Allison D. Garrett

Maine Law Review

In the past two hundred years, sovereignty devolved from the monarch to the people in many countries; in our lifetimes, it has devolved in several significant ways from the people to the corporation. We are witnesses to the erosion of traditional Westphalian concepts of sovereignty, where the chess game of international politics is played out by nation-states, each governing a certain geographic area and group of people. Eulogies for the nation-state often cite globalization as the cause of death. The causa mortis is characterized by the increase in the power and normative influence of supranational organizations, such as the United …

Fiduciary Obligations In Business And Investment: Implications Of Climate Change, Janis P. Sarra

All Faculty Publications

Fiduciary obligation, under both corporate law and the common law, requires directors and officers to identify and address climate-related financial and other risks. In fulfilling their obligations to act in the best interests of the company, directors and officers must directly engage with developments in knowledge regarding physical and transition risks related to climate change and how these risks may impact their corporation. Depending on the firm’s economic activities, the risk may be minor or highly significant, but directors and officers have an obligation to make the inquiries, to devise strategies to address risks, and to have an ongoing monitoring …

Uniform Commercial Acts, Samuel Williston

Dickinson Law Review (2017-Present)

No abstract provided.

Newsroom: From Farm To School 09-21-2017, Jill Rodrigues, Roger Williams University School Of Law

Life of the Law School (1993- )

No abstract provided.

Supremacy Of Law Or Religion: Congress's Power To Amend The Constitution Bypassing Constraints Of The Constitutional Process, Roman Sankovych

DePaul Business & Commercial Law Journal

No abstract provided.

The Netflix Tax: Chicago's Extension Of Its Amusement Tax To Include Electronically Delivered Entertainment Faces Numerous Changes And Sets The Stage For Taxing On Streaming-Based Entertainment, Stephanie Cueman

DePaul Business & Commercial Law Journal

No abstract provided.

Dodd-Frank Wall Street Reform And Consumer Protection Act: The Evolution Of Whistleblower Protections, Employment Contracts And Mandatory Arbitration Agreements, Florence Shu-Acquaye

DePaul Business & Commercial Law Journal

No abstract provided.

The Eleventh Circuit's Second Shot At Getting It Right: Nonconsensual Nondebtor Releases In Bankruptcy Court, Pierce G. Hand Iv

DePaul Business & Commercial Law Journal

No abstract provided.

Violence Taxes: New Way To Recoup And Prevent The Costs Of Gun Violence? Or New Method To Destroy Business And Competitiveness?, Joseph R. Buoscio Jr.

DePaul Business & Commercial Law Journal

No abstract provided.

In Retrospect Of 40 Years, Another Look At Andrews' Personal Deductions Argument: A Comparison Of Charitable Contributions And Child-Care Expenses, Limor Riza

DePaul Business & Commercial Law Journal

No abstract provided.

The Centralization Of The Banking Industry: Dodd-Frank's Impact On Community Banks And The Need For Both Regulatory Relief And An Overhaul Of The Current Framework, Bryce W. Newell

DePaul Business & Commercial Law Journal

No abstract provided.

Halliburton Ii: A Missed Opportunity To Right The Wrong In Rule 10b-5 Based Class Actions, Erich L. Schmitz

DePaul Business & Commercial Law Journal

No abstract provided.

Continuing Conundrum Of Mistakes: Where The Dodd-Frank Act Went Wrong, Shipra Mehta

DePaul Business & Commercial Law Journal

No abstract provided.

Three Cheers For Three Tiers: Why The Three-Tier System Maintains Its Legal Validity And Social Benefits After Granholm, Roni Elias

DePaul Business & Commercial Law Journal

No abstract provided.

Investment-Environment Disputes: Challenges And Proposals, Mohamed F. Sweify

DePaul Business & Commercial Law Journal

No abstract provided.

Thinking Outside The Box: Reforming Commercial Discrimination Doctrine To Combat The Negative Consequences Of Ban-The-Box Legislation, Nina Kucharczyk

Fordham Law Review

This Note suggests a new approach to address the unintended consequences of ban-the-box legislation. The solution to combat unconscious discrimination during the hiring process is not to eliminate ban- the-box laws entirely; instead, lawmakers must modernize and strengthen Commercial discrimination doctrine to empower racial minorities who suspect discrimination and to ensure employers are critically analyzing their hiring processes.

The Next Iteration Of Progressive Corporate Law, Matthew T. Bodie

Washington and Lee Law Review

No abstract provided.

Looking Back, Looking Forward: Personal Reflections On A Scholarly Career, David K. Millon

Washington and Lee Law Review

No abstract provided.