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Articles 1 - 30 of 81
Full-Text Articles in Commercial Law
Alteration Of The Contractual Equilibrium Under The Unidroit Principles, Amin Dawwas
Alteration Of The Contractual Equilibrium Under The Unidroit Principles, Amin Dawwas
Pace International Law Review Online Companion
This paper addresses the principles of hardship and specific performance as being unreasonably burdensome or expensive both in terms of their definitions and legal consequences. This paper argues that, in a situation of hardship, the debtor can choose to invoke either the rules of section 6.2 (hardship) or the defense to specific performance under Article 7.2.2-b of the UNIDROIT Principles of International Commercial Contracts (“UNIDROIT Principles”). Yet, while in a situation where performance of the contract becomes “unreasonably burdensome or expensive,” the debtor might only invoke the exception to specific performance under Article 7.2.2(b) of the UNIDROIT Principles.
What Is The Impact Of Liquor Licensing Laws On Portland’S Entertainment Venues? A Case Study, Will Etheridge
What Is The Impact Of Liquor Licensing Laws On Portland’S Entertainment Venues? A Case Study, Will Etheridge
Muskie School Capstones and Dissertations
In January 2009, Port City Music Hall in Portland, Maine was preparing to open its doors to the public for the first time. With a capacity for nearly six hundred attendees, Port City Music Hall was designed to attract national touring acts to Portland too big for the bar scene, but not suited for the Merrill Auditorium or Cumberland Civic Center. With the State Theatre still shuttered at the time, this new venue hoped to fill an important niche in the city’s creative economy, bringing a diverse array of performers that would not otherwise be able to find a viable …
The Rise Of Computerized High Frequency Trading: Use And Controversy, Michael J. Mcgowan
The Rise Of Computerized High Frequency Trading: Use And Controversy, Michael J. Mcgowan
Duke Law & Technology Review
Over the last decade, there has been a dramatic shift in how securities are traded in the capital markets. Utilizing supercomputers and complex algorithms that pick up on breaking news, company/stock/economic information and price and volume movements, many institutions now make trades in a matter of microseconds, through a practice known as high frequency trading. Today, high frequency traders have virtually phased out the "dinosaur" floor-traders and average investors of the past. With the recent attempted robbery of one of these high frequency trading platforms from Goldman Sachs this past summer, this "rise of the machines" has become front page …
Resolving The Dilemma Of Nonjusticiable Causation In Failure-To-Warn Litigation, Neil B. Cohen, Aaron Twerski
Resolving The Dilemma Of Nonjusticiable Causation In Failure-To-Warn Litigation, Neil B. Cohen, Aaron Twerski
Faculty Scholarship
No abstract provided.
Standardization Of Standard-Form Contracts: Competition And Contract Implications, Mark R. Patterson
Standardization Of Standard-Form Contracts: Competition And Contract Implications, Mark R. Patterson
William & Mary Law Review
Standard-form contracts are a common feature of commercial relationships because they offer the advantage of lower transaction costs. This advantage of standard contracts is increased when there is a second layer of standardization under which multiple firms agree on a standard contract. Trade associations and similar entities often effect standardization of this kind through collective agreement on a standard contract, sometimes under the aegis of state actors. Multifirm contract standardization can provide not only the usual transaction-cost advantages of standard-form contracts, but also increased competition among firms, because a standard contract makes comparison among firms’ offerings easier. But standardization among …
Reinventing Usefulness, Michael Risch
Brands, Competition, And The Law, Deven R. Desai, Spencer Waller
Brands, Competition, And The Law, Deven R. Desai, Spencer Waller
BYU Law Review
No abstract provided.
Beyond Search Costs: The Linguistic And Trust Functions Of Trademarks, Ariel Katz
Beyond Search Costs: The Linguistic And Trust Functions Of Trademarks, Ariel Katz
BYU Law Review
No abstract provided.
Transforming The Allocation Of Deal Risk Through Reverse Termination Fees, Afra Afsharipour
Transforming The Allocation Of Deal Risk Through Reverse Termination Fees, Afra Afsharipour
Vanderbilt Law Review
Acquisition agreements are peppered with various provisions designed to mitigate, allocate, or address the ramifications of deal risk. The potential for deal risk is particularly pronounced in acquisition transactions involving public companies, which generally entail a significant interim period between the date of the signing of the acquisition agreement and the date of the completion of the transaction. Allocation of deal risk is a vital component of deals where millions, if not billions, of dollars are at stake for buyers and sellers, as well as their shareholders and stakeholders. Perhaps the most obvious deal risk is of one party abandoning …
Known And Unknown, Property And Contract: Comments On Hoofnagle And Moringiello, James Grimmelmann
Known And Unknown, Property And Contract: Comments On Hoofnagle And Moringiello, James Grimmelmann
Cornell Law Faculty Publications
In addition to gerund-noun-noun titles and a concern with the misaligned incentives of businesses that handle consumers' financial data, Chris Hoofnagle's Internalizing Identity Theft and Juliet Moringiello's Warranting Data Security share something else: hidden themes. Hoofnagle's paper is officially about an empirical study of identity theft, but behind the scenes it's also an exploration of where we draw the line between public information shared freely and secret information used to authenticate individuals. Moringiello's paper is officially a proposal for a new warranty of secure handling of payment information, but under the surface, it invites us to think about the relationship …
The Costs Of Liquidity Enhancement: Transparency, Risk Alteration And Coordination Problems, Edward J. Janger
The Costs Of Liquidity Enhancement: Transparency, Risk Alteration And Coordination Problems, Edward J. Janger
Faculty Scholarship
No abstract provided.
Pro & Con: Should Congress Adopt A New Tax Credit For Buying A Home? Yes: No Recovery Is Possible If Homeowners Lose Their Homes, Jessica D. Gabel
Pro & Con: Should Congress Adopt A New Tax Credit For Buying A Home? Yes: No Recovery Is Possible If Homeowners Lose Their Homes, Jessica D. Gabel
Faculty Publications By Year
No abstract provided.
Section 4: Business, Institute Of Bill Of Rights Law, William & Mary Law School
Section 4: Business, Institute Of Bill Of Rights Law, William & Mary Law School
Supreme Court Preview
No abstract provided.
The Role Of Independent Directors In Startup Firms, Brian J. Broughman
The Role Of Independent Directors In Startup Firms, Brian J. Broughman
Vanderbilt Law School Faculty Publications
This Article develops a new theory to explain the widespread use of independent directors in the governance of startup firms. Privately held startups often assign a tie-breaking board seat to a third-party independent director. This practice cannot be explained by the existing corporate governance literature, which relies on diffuse ownership and passive investment-features unique to the publicly traded firm. To develop an alternative theory, I model a financing contract between an entrepreneur and a venture capital investor. I show that allocating a tie- breaking vote to an unbiased third party can prevent opportunistic behavior that would occur if the firm …
Discharge Of A Contract Where Both Parties Are In Breach: Alliance Concrete Singapore Pte Ltd V Comfort Resources Pte Ltd, Chee Ho Tham
Discharge Of A Contract Where Both Parties Are In Breach: Alliance Concrete Singapore Pte Ltd V Comfort Resources Pte Ltd, Chee Ho Tham
Research Collection Yong Pung How School Of Law
This case note examines the most recent attempt by the Court of Appeal to provide further guidance on: (a) how the doctrine of discharge of contract by breach operates when both parties are in breach of their contract obligations; and (b) when a promisee is entitled to rely on an alternate basis to justify its election to discharge a contract for the promisor’s breach when the basis originally relied upon and communicated to the promisor is ultimately found to be legally insufficient.
Leveraged Etfs: The Trojan Horse Has Passed The Margin-Rule Gates, William M. Humphries
Leveraged Etfs: The Trojan Horse Has Passed The Margin-Rule Gates, William M. Humphries
Seattle University Law Review
What do the Great Depression, the Great Recession, and the demise of Lehman Brothers and Bear Sterns all have in common? One word: leverage. The misuse of leverage, in all its forms, contributed greatly to all of these events. Yet even today, common investors can purchase a leveraged exchange-traded fund (leveraged ETF), a complex product that uses leverage to increase returns, without triggering applicable laws designed to regulate the use of leverage. This Comment articulates the basics surrounding the functions and operations of leveraged ETFs and margin rules in order to assess the compatibility of the two. The Comment argues …
The Challenges For Directors In Piloting Through State And Federal Standards In The Maelstrom Of Risk Management, Chief Justice E. Norman Veasey
The Challenges For Directors In Piloting Through State And Federal Standards In The Maelstrom Of Risk Management, Chief Justice E. Norman Veasey
Seattle University Law Review
In the 2010 Berle Center Directors’ Academy Keynote Address, Chief Justice Veasey addresses “the federal and state contexts relating to the corporate-governance focus on business risk and the expectations laid at the doorstep of directors and officers of U.S. public companies.” Specifically, Chief Justice Veasey looks “at the governance landscape through both a federal regulatory lens and a state judicial lens as it relates to risk assessment and risk management.”
Financial Options In The Real World: An Economic And Tax Analysis, David M. Hasen
Financial Options In The Real World: An Economic And Tax Analysis, David M. Hasen
Faculty Publications
Many of the consequences of issuing and purchasing options on publicly traded property have been well understood since Black and Scholes developed a model for option pricing. No model of options, however, provides an accurate economic analysis of the actual transactions that issuers and purchasers engage in when options are bought and sold. One consequenceof this gap in understanding is that the rules for taxing options remain poorly developed. This Article provides a transactional analysis of option sales for the first time. The focus is on covered options, but the analysis also has implications for options in which the underlying …
They Can Do What!? Limitations On The Use Of Change-Of-Terms Clauses, Peter A. Alces, Michael M. Greenfield
They Can Do What!? Limitations On The Use Of Change-Of-Terms Clauses, Peter A. Alces, Michael M. Greenfield
Faculty Publications
No abstract provided.
Express Warranty Of Fitness For A Particular Purpose: Extent Of Overlap In Same Factual Context With Implied Warranty Of Fitness For A Particular Purpose, Sidney Kwestel
Scholarly Works
No abstract provided.
Toward A Theory Of Precedent In Arbitration, W. Mark C. Weidemaier
Toward A Theory Of Precedent In Arbitration, W. Mark C. Weidemaier
William & Mary Law Review
Do arbitrators create precedent? The claim that they do not recurs throughout much of the arbitration literature. Instead, arbitration often is viewed as an ad hoc forum in which arbitrators do justice (at best) within the confines of particular cases. As an empirical matter, however, it is increasingly clear that, in some arbitration systems, arbitrators often cite to other arbitrators, claim to rely on past awards, and promote adjudicatory consistency as an important system norm. Much like courts, then, arbitrators can (but do not always) create precedent that guides future behavior and provides a language in which disputants, lawyers, and …
Was Gonzales V. Raich The Death Knell Of Federalism? Assessing Meaningful Limits On Federal Intrastate Regulation In Light Of U.S. V. Nascimento, Brandon J. Stoker
Was Gonzales V. Raich The Death Knell Of Federalism? Assessing Meaningful Limits On Federal Intrastate Regulation In Light Of U.S. V. Nascimento, Brandon J. Stoker
Brigham Young University Journal of Public Law
No abstract provided.
Filling In The Blank: Defining Breaches Of Contract Excepted From Discharge As Willful And Malicious Injuries To Property Under 11i U.S.C. § 523(A)(6), Bryan Hoynak
Washington and Lee Law Review
No abstract provided.
Allocating Power Between Courts And Arbitrators - And Why Scholars Of Federal Courts Should Care, Aaron-Andrew P. Bruhl
Allocating Power Between Courts And Arbitrators - And Why Scholars Of Federal Courts Should Care, Aaron-Andrew P. Bruhl
Popular Media
No abstract provided.
Online Fantasy Sports Litigation And The Need For A Federal Right Of Publicity Statute, Risa J. Weaver
Online Fantasy Sports Litigation And The Need For A Federal Right Of Publicity Statute, Risa J. Weaver
Duke Law & Technology Review
The right of publicity is currently a jumble of state common law and state statutes, but the online fantasy sports industry crosses state lines with ease. Having witnessed the great revenue potential of online fantasy sports, professional sports leagues are trying to strong-arm independent fantasy sports providers out of the business by using the right of publicity to assert property interests in the statistics generated by professional players, and used by fantasy sports providers to run their online games. The first such attempt--by Major League Baseball--failed. However, the state law nature of the right of publicity prevents any single court …
Hybrid Vigor: Mashups, Cyborgs, And Other Necessary Monsters, Rebecca Tushnet
Hybrid Vigor: Mashups, Cyborgs, And Other Necessary Monsters, Rebecca Tushnet
Georgetown Law Faculty Publications and Other Works
Does remix matter? This brief comment addresses the critique of importance, arguing that remix culture as well as the popular/mass culture from which it springs are of vital importance to human flourishing, invoking Donna Haraway's concept of the cyborg to investigate the fluidity, dynamism, and monstrousness of remixes and remixers.
Trusts Versus Corporations: An Empirical Analysis Of Competing Organizational Forms, A. Joseph Warburton
Trusts Versus Corporations: An Empirical Analysis Of Competing Organizational Forms, A. Joseph Warburton
College of Law - Faculty Scholarship
This paper studies the effects of organizational form on managerial behavior and firm performance, from an empirical perspective. Managers of trusts are subject to stricter fiduciary responsibilities than managers of corporations. This paper examines the ramifications empirically, by exploiting data generated by a change in British regulations in the 1990s that allowed mutual funds to organize as either a trust or a corporation. I find evidence that trust law is effective in curtailing opportunistic behavior, as trust managers charge significantly lower fees than their observationally equivalent corporate counterparts. Trust managers also incur lower risk. However, evidence suggests that trust managers …
Global Issues In Commercial Law, Claude D. Rohwer, Kristen David Adams
Global Issues In Commercial Law, Claude D. Rohwer, Kristen David Adams
McGeorge School of Law Teaching Materials
This book seeks to provide an international perspective and also sufficient domestic context to facilitate a comparative-law discussion. The book includes staples of international commercial law, such as the United Nations Convention on Contracts for the International Sale of Goods (CISG) and international insolvency, but also items of particular contemporary concern, including clawbacks, microfinance, and religious objections to the payment of interest in commercial contracts.
Justice Ivan Rand's Commercial Law Legacy: Contracts And Bankruptcy Policies, Thomas G. W. Telfer
Justice Ivan Rand's Commercial Law Legacy: Contracts And Bankruptcy Policies, Thomas G. W. Telfer
Law Publications
No abstract provided.
A New Discourse Theory Of The Firm After Citizens United, Michael R. Siebecker
A New Discourse Theory Of The Firm After Citizens United, Michael R. Siebecker
Sturm College of Law: Faculty Scholarship
Could a new “discourse theory” of the firm provide a better way than existing corporate law principles to understand the evolving nature of the firm and the role shareholders should play in corporate governance? Two recent developments provide a special urgency for considering the question. First, the Supreme Court’s decision in Citizens United v. FEC, which grants to corporations essentially the same political speech rights as individuals, will affect democracy at its core by allowing corporations to dominate the political agenda and public opinion. Second, the Securities and Exchange Commission’s adoption of a new Rule 14a-11, which grants to certain …