Commercial Law Commons^™

Changing The Paradigm Of Stock Ownership From Concentrated Towards Dispersed Ownership? Evidence From Brazil And Consequences For Emerging Countries, Erica Gorga

Cornell Law Faculty Working Papers

This paper analyzes micro-level dynamics of changes in ownership structures. It investigates a unique event: changes in ownership patterns currently taking place in Brazil. It builds upon empirical evidence to advance theoretical understanding of how and why concentrated ownership structures can change towards dispersed ownership.

Commentators argue that the Brazilian capital markets are finally taking off. The number of listed companies and IPOs in the Sao Paulo Stock Exchange (Bovespa) has greatly increased. Firms are migrating to Bovespa’s special listing segments, which require higher standards of corporate governance. Companies have sold control in the market, and the stock market has …

How To Create A Commercial Calamity, Robert A. Hillman

Cornell Law Faculty Publications

There are many ways to define a legal calamity. For example, a grossly unfair or inefficient law constitutes a legal calamity. A law that produces serious and deleterious unintended effects, such as effects opposite from those intended, is another kind of legal calamity. A law that is so imprecise and confusing that judges do not know how to apply it and lawyers do not know how to advise their clients is still another example of a legal calamity, which I focus on in this paper. Because this paper is a contribution to a symposium on commercial legal calamities, my example …

How To Create A Commercial Calamity, Robert A. Hillman

Cornell Law Faculty Publications

This Article briefly catalogs the kinds of commercial calamities and then focuses on one of them, namely laws that are so imprecise and ambiguous that judges do not know how to apply them, and lawyers cannot explain them. The Article illustrates the problem with Uniform Commercial Code (UCC) section 2-209, dealing with contract modification and waiver. The paper does not focus on the ambiguities and obfuscations of section 2-209, but on the strategy of lawmaking that inevitably produces such a result. The drafters of section 2-209 ambitiously sought to reform the law, but then lost their nerve. In short, they …

International Antisuit Injunctions: Enjoining Foreign Litigations And Arbitrations - Beholding The System From Outside, Marco Stacher

Cornell Law School J.D. Student Research Papers

Antisuit injunctions are issued by a court to prevent a party from bringing suit in another forum. They are a powerful tool available to American courts to implement their decision on jurisdiction. It goes without saying that granting such an injunction de facto affects the capability of the other forum to hear the dispute, which conflicts with the principle of comity. American courts therefore only enjoin a party from proceeding in another forum if certain criteria are satisfied. This paper discusses these criteria in the context of international litigations and arbitrations. It analyzes the case law on this issue and …

Antitrust Analysis Of B2b Transaction, Akira Inoue

Cornell Law School Inter-University Graduate Student Conference Papers

B2B is a business-to-business market place that uses internet to connect each other business. It has gotten a lot more attention recently in Japan as well as in the U.S. because it is possible to lower the procurement costs of raw material and accomplish several procompetitive effects such as communication efficiencies. However, in spite of these pro transactional natures of B2B, it could also cause anticompetitive effects on market place. In other words, the fact that buyers communicate easily through the internet means they could easily form a cartel or conclude an agreement to restrain the free competition and it …

Comment: More In Defense Of U.C.C. Methodology, Robert A. Hillman

Cornell Law Faculty Publications

No abstract provided.

The Meaning Of "Agreement" Under The Sherman Act: Thoughts From The "Facilitating Practices" Experience, George A. Hay

Cornell Law Faculty Publications

While the Economic Policy Office was involved in a number of interesting and important matters during the six years I was Director (1973–1979), for the most part my involvement in individual investigations and cases was vicarious, i.e., supervising, supporting, and advising the staff economists assigned to the particular matter. The one major exception – a matter in which I became personally involved in an intensive way – was the General Electric (GE)-Westinghouse price signaling matter. In what follows, I provide a brief summary of what transpired in the GE-Westinghouse matter and then trace through some of the longer term consequences …

Standards For Revising Article 2 Of The U.C.C.: The Nom Clause Model, Robert A. Hillman

Cornell Law Faculty Publications

No abstract provided.

Contribution Arguments In Commercial Law, Steven Walt, Emily Sherwin

Cornell Law Faculty Publications

No abstract provided.

Article 29(2) Of The United Nations Convention On Contracts For The International Sale Of Goods: A New Effort At Clarifying The Legal Effect Of "No Oral Modification" Clauses, Robert A. Hillman

Cornell Law Faculty Publications

No abstract provided.

Court Adjustment Of Long-Term Contracts: An Analysis Under Modern Contract Law, Robert A. Hillman

Cornell Law Faculty Publications

No abstract provided.

Evidentiary Problems In--And Solutions For--The Uniform Commercial Code, Ronald J. Allen, Robert A. Hillman

Cornell Law Faculty Publications

The Uniform Commercial Code does not offer a systematic approach to the rules governing the evidentiary relationships of parties to commercial litigation. In this article, Professors Allen and Hillman present a general analytical approach to proof rules, highlight the shortcomings of the Code's evidentiary provisions, and discuss the inevitable confusion in the case law construing the Code. They propose an amendment to the Code designed to clarify and improve the Code approach.

Contract Modification Under The Restatement (Second) Of Contracts, Robert A. Hillman

Cornell Law Faculty Publications

No abstract provided.

A Study Of Uniform Commercial Code Methodology: Contract Modification Under Article Two, Robert A. Hillman

Cornell Law Faculty Publications

A goal of the Uniform Commercial Code is to provide rules that respond to commercial reality so that the intentions of contracting parties will be effectuated. To meet this challenge the U.C.C. was written to allow both certainty and flexibility. In this Article, Professor Hillman examines the Code provisions governing contract modifications. Through a series of hypothetical problems he explores the methodology used by the U.C.C. in attempting to achieve a proper balance between stability and flexibility in contract modification law. He concludes that the Code has not been successful in achieving its goals in this area. The various sections …

Policing Contract Modifications Under The Ucc: Good Faith And The Doctrine Of Economic Duress, Robert A. Hillman

Cornell Law Faculty Publications

No abstract provided.

General Equitable Principles Under Section 1-103 Of The Uniform Commercial Code, Robert S. Summers

Cornell Law Faculty Publications

No abstract provided.

Construction Of The Uniform Commercial Code: Ucc Section 1-103 And "Code" Methodology, Robert A. Hillman

Cornell Law Faculty Publications

No abstract provided.

Keeping The Deal Together After Material Breach--Common Law Mitigation Rules, The Ucc, And The Restatement (Second) Of Contracts, Robert A. Hillman

Cornell Law Faculty Publications

No abstract provided.

An Empirical Survey Of Price Fixing Conspiracies, George A. Hay, Daniel Kelley

Cornell Law Faculty Publications

This paper reports on a study of recent Antitrust Division horizontal price fixing cases. The objective of the study was to determine if there has been a specific set of characteristics associated with the product or product markets that have been the subjects of price fixing. If such a pattern exists, it might provide empirical insight into some aspects of oligopoly behavior. From a policy point of view, any pattern that is found could be used in a positive enforcement program designed to investigate the "most likely" areas of price fixing. Section I reviews the academic literature which has dealt …

Import Controls On Foreign Oil: Reply, George A. Hay

Cornell Law Faculty Publications

The position of Ryan Amacher, Robert Tollison, and Thomas Willett (ATW) can be summarized as follows: Assuming that the domestic industry behaves like a profit-maximizing monopoly, if the quota on imported crude oil is replaced by a tariff that is by assumption set so as to achieve the same domestic price of crude oil, the market power of the dominant domestic firms is "severely constrained."

In response I would contend that 1) their assumption about the level of the tariff differs from what I had assumed; 2) their conclusion about the market power of the dominant firms is subject to …

The Demise Of Property Law, E. F. Roberts

Cornell Law Faculty Publications

No abstract provided.

"Good Faith" In General Contract Law And The Sales Provisions Of The Uniform Commercial Code, Robert S. Summers

Cornell Law Faculty Publications

No abstract provided.

Security Interests In A Retail Merchant's Inventory: California Amends The Uniform Commercial Code, Robert S. Summers

Cornell Law Faculty Publications

No abstract provided.

Secured Transactions Under The Uniform Commercial Code, Robert S. Summers

Cornell Law Faculty Publications

No abstract provided.

Should Oregon Adopt The Uniform Commercial Code Concept Of The "Floating Lien"?, Robert S. Summers

Cornell Law Faculty Publications

No abstract provided.

Commercial Law And Contracts – 1961 Oregon Survey, Robert S. Summers

Cornell Law Faculty Publications

No abstract provided.

Commercial Law – 1960 Oregon Survey, Robert S. Summers

Cornell Law Faculty Publications

No abstract provided.