Commercial Law Commons^™

Oppression Of Minority Shareholders In Close Corporations: The Dissolution And Buy Out Remedies, Alexis Wochenmarkt

LLM Theses and Essays

To understand the potentially dramatic consequences of oppression in a close corporation it is in the first instance necessary, to outline the specific characteristics of these corporations. This thesis concentrates on the peculiarities of close corporations. Most states enacted "oppression" as a generic ground for remedial action. This study evaluates the different standards emphasizing reasonable expectations. Reasonable expectations if properly limited appears to be an efficient tool to measure oppression. In other jurisdictions, mainly where oppression is not available as a ground for dissolution, courts encountered the needs of close corporations by enhancing the owed fiduciary duties. Thus, in some …

An Analysis Of The Nature And Impact Of Legal Complexities Facing United States Corporations Considering Investment Into The New South Africa, Philip R. Mcdougall

LLM Theses and Essays

Due to sanctions imposed against South Africa’s Apartheid government, the South African economy suffered as little international investment was made in the country. With these sanctions lifted following the democratic elections of 1994, South Africa is now an alluring country for international investment. Despite this attractiveness, U.S. corporations face many legal concerns before entering the South African economy. An analysis of these issues is made in the context of American and South African law with solutions proposed in an effort to avoid deterring foreign investment. These concerns include political and non-economic risks that often hinder investment in the African continent, …

The Relevant Market In European Merger Law, Benedicte Haubold

LLM Theses and Essays

Due to the rapid acceleration of merger movements in the 1980s, the adoption of new merger regulation was a must for the European market. Before the new merger regulation was adopted in 1989, the European Commission used to apply the general competition rules of the Rome Treaty when dealing with mergers. The Commission used to interpret Articles 85 and 86 of the Rome Treaty as a means to condemn mergers that would lead to an abuse of a dominant position at a European level; at that time, there was an absence of complete and systematic control as far as structural …

Priorities In Chattel Paper: Analysis Of § 9-308 Of The U.C.C., Joseph Wilson

LLM Theses and Essays

Article 9 of the Uniform Commercial Code (UCC) governs any transaction which creates a security interest in personal property or fixtures. Generally when there is a conflict between secured parties in the same collateral, the UCC’s default priority rule declares the first secured party to file a financing statement or perfect its interest to have priority. However, section 9-308 creates an exception to this default rule when the security interest is claimed in chattel paper. Chattel paper is a group of writings taken together that evidence both a monetary obligation and a security interest in or a lease of specific …

Notification Of Documentary Discrepancies In Letter Of Credit Transactions, Hong Liu

LLM Theses and Essays

The objective of the thesis is to examine only one aspect of the legal relationship between an issuer and a beneficiary, i.e., an issuer’s duties regarding notifying a beneficiary of documentary discrepancies in the letter of credit transactions. To lay down a theoretical foundation, the basic principle of the letter of credit law and policy considerations for this legal obligation will be explored in the thesis. In Chapter II, the relevant provisions of the U.C.C and U.C.P. will be examined and compared. Chapter III will focus on how the courts interpret and apply the U.C.C and U.C.P. in the cases …

Liberalization Of India’S Trade And Investment Policies: Pitfalls And Advantages For U.S. Firms Doing Business In India, Sanjiv Verma

LLM Theses and Essays

A rich history of trade and commerce ties America to India. This paper examines the contemporary trade issues between America and India, particularly in light of recent economic reforms in India. It inquires into and analyzes the various advantages India can provide for US businesses as a foreign investment destination. Various barriers to trade between these two nations are identified, such as tariff and nontariff barriers, quota restrictions, and infrastructural and social barriers. This paper gives a brief overview of some of the recent economic policy changes in India, suggests legislative and policy improvements required to attract more US investments …

Controlling The Franchiser's Right To Cancel The Franchise Relationship: Fairness As An Underlying Principle, Mirja Huovinen

LLM Theses and Essays

Franchises are critically important arrangements for the distribution of goods and services in the US. It has been estimated that a third of all retail sales occur through franchising. Franchising is a cooperative arrangement, in which the franchisor and the franchisee are both investors. The franchiser contributes its name, expertise, and resources. But franchisee adds its own investment, gains its own ownership and vitally interested in the success of the venture. Chapter II introduces generally the chief elements of a franchise relationship, and special problems and alternative solution concerning franchise cancellation situations. In a franchise relationship, the franchisor acts as …

Bill Of Lading Under Charter Parties, Mammen G. Kannanthanam

LLM Theses and Essays

This LL.M. thesis examines the legal relationship between bills of lading and charterparties under United States maritime law.   It begins with an overview of the history of maritime law and common legal documents governing maritime transportation, then traces the development of admiralty jurisprudence from early commercial codes through modern federal statutes, including the Harter Act, the Pomerene Act, and the Carriage of Goods by Sea Act (COGSA).   The work analyzes which document controls contracts of affreightment when the bill of lading is held by the charterer, a sub-charterer, a shipper other than the charterer, or a third-party consignee, and examines …

Contemporary Issues In Purchase Money Security Interests - Applications To Israeli Law?, Eyal S. Price

LLM Theses and Essays

This LL.M. thesis provides a comparative analysis of purchase money security interests under United States and Israeli law, tracing the doctrine's development in both America (from nineteenth-century American case law through its codification in Article 9 of the Uniform Commercial Code) and Israel (from its first recognition in Bank Leumi Ltd. v. Anglo-Palestine Bank through its adoption into section 169(d) of the Israeli Companies Ordinance in 1989). The work examines the historical emergence of purchase money priority, analyzes the economic rationales underlying the doctrine, and addresses key legal requirements including the "enabling" and "use in fact" requirements along with the …

Choice Of Law Issues In International Sale Of Goods Contracts, Bayu Seto Hardjowahono

LLM Theses and Essays

The growing quality and quantity of today’s international sales of goods activities is unquestionably influential and vital to the shaping of current national economies throughout the world.

The present work will explore the issue of choice of law questions in international sale of goods contracts by examining the approaches of the Vienna 1980 Convention, the Hague 1955 Convention and the 1985 Draft Convention. The present work concludes by showing that it is advisable for a forum to use the 2^nd Restatement approach in such a situation because of the degree of flexibility it offers in international trade practices.

Interpretation Of Contemporary Commercial Agreement A Comparative Study, Qing Cai

LLM Theses and Essays

Many disputes arising under commercial agreements turn upon the interpretation of the agreement. Interpretation is the process by which a court ascertain in meaning that it will give to the language used by the parties in determining the legal effect of an existing agreement. It also involves questions as to whether additional duties or excuses will be implied. In addition, interpretation can be relevant to contract formation since courts may be forced to determine the meaning of communication used by the parties before they determine whether the parties have reached an agreement. To some extent, how the judges interpret the …

International Franchising, Divyang K. Chhaya

LLM Theses and Essays

This LL.M. thesis analyzes the legal issues that may arise in connection with franchising operations, with particular emphasis on the international context.  The work begins by examining the concept of franchising, the economics behind it, and the principal franchise arrangements, including product franchises, processing or manufacturing franchises, systems franchises, and area franchises, before addressing the basic structures and procedures of the franchising process, such as master licenses, company-owned outlets, direct franchises, and joint ventures, as well as the mechanics of franchise promotion and the distribution of benefits between franchisors and franchisees.   The thesis then explores the legal issues underlying both …

Cable Traffic And The First Amendment Must-Carry Under A Diversity Approach And Antitrust As Possible Alternative, Bruno Vandermeulen

LLM Theses and Essays

Recent technological progress in the field of telecommunications has greatly changed the competitive structure between broadcasters, cable operators, and telephone companies. The legal and economic environment for these media participants has shifted, and new problems have arisen. One major problem is the enhanced threat of concentration of media corporations, as corporate bigness becomes desirable and the number of diversified owners of media outlets continues to decrease. This paper analyzes broadcasting regulations and subsequent case law to show the concern by the legislature and regulatory agencies to preserve diversity in opinion and media-ownership through emphasis on “localism” and a “marketplace of …

Interest Rate And Currency Swaps, Christian Droop

LLM Theses and Essays

This thesis explores the evolution, mechanics, and risks associated with interest rate and currency swaps, key financial instruments in global markets since the late 1970s. Swaps involve the exchange of predetermined payments in the same or different currencies between parties, aiming to leverage their financial capabilities and reduce transaction risks. By 1987, the volume of outstanding swap transactions exceeded $1.1 trillion, highlighting their significance in capital markets..

The thesis aims to present basic swap transactions, describe associated risks, and discuss current efforts to control these risks through regulatory and contractual measures, which focus on New York law. It also examines …

The Law Governing Arbitration Agreements In International Trade, Daniele Lingua

LLM Theses and Essays

This paper on the law applicable to arbitration agreements will start with an examination of the provisions adopted in international conventions on arbitration. The reason for this approach lies in the fact that, when national statutes contain choic of law rules specifically applicable to arbitration agreements, such rules tend to conform to those adopted by the conventions. However, problems of incompatibility between national choice of law provisions and the interpretation of international conventions may arise in the case of those countries which extend their general choice of law rules regarding contracts to rules concerning international arbitration agreements. Finally, this paper …

Fraud And Injunctive Relief In International Standby Letter Of Credit Transactions: A Comparative Study, Dirk H. Mahler

LLM Theses and Essays

This study attempts to compare the various concepts which have been developed under U.S. and German law, focusing in particular the interpretation of fraud and the prerequisites for injunctive relief. Comparative analysis of case law, statutory provisions and corresponding commentaries will illustrate that although evolved out of different legal backgrounds the results show only minor deviations, a phenomenon which might support the hypothesis that instruments developed by practitioners to serve international commercial needs tend to give birth to uniform internationalized legal treatment.

The Proper Law Of Business Torts, Georg H. Kutschelis

LLM Theses and Essays

This paper's purpose is to define as clearly as possible the law that best fits business torts which bring into play two or more systems of law. The definition of "tort" being another field in which scholarly activity has not led to a consensus, and the qualification of "business tort" considerably adding to the vagueness of the subject, it is sufficient here to state that the thrust of this analysis is on choice-of-law problems. But in order to test the resulting rule or method cases will be selected both from the frequent tort cases arising out of accidents and from …