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Articles 1 - 30 of 107
Full-Text Articles in Commercial Law
Determining Quorum Of Attendance And Decision Making In The General Meeting Of Shareholders Based On Court Stipulation Due To The Neglectful Absence Of The Majority Foreign Shareholder In A Joint Venture Company (A Foreign Capital Investment Analysis, Ari Wahyudi Hertanto
Indonesia Law Review
The General Meeting of Shareholders (GMS) is one of the company’s organs with the significant role of determining the business course and other issues related to corporate actions; as it is granted by law to the shareholders of the company. Any decision can be made in the GMS; such as determining the shareholders’ unanimous concurrence on the proposed meeting agenda or even if the results of the meeting are actually contrary to such agenda caused by dissenting among themselves. However, the GMS can also pose certain obstacles in situations where one or more shareholders (that appear to be a majority …
Shareholder Litigation In Mergers And Acquisitions, Randall S. Thomas, C. N.V. Krishnan, Ronald W. Masulis
Shareholder Litigation In Mergers And Acquisitions, Randall S. Thomas, C. N.V. Krishnan, Ronald W. Masulis
Vanderbilt Law School Faculty Publications
Using hand-collected data, we examine the targeting of shareholder class action lawsuits in merger & acquisition (M & A) transactions, and the associations of these lawsuits with offer completion rates and takeover premia. We find that M & A offers subject to shareholder lawsuits are completed at a significantly lower rate than offers not subject to litigation, after controlling for selection bias, different judicial standards, major offer characteristics, M & A financial and legal advisor reputations as well as industry and year fixed effects. M & A offers subject to shareholder lawsuits have significantly higher takeover premia in completed deals, …
Do Vcs Use Inside Rounds To Dilute Founders? Some Evidence From Silicon Valley, Brian Broughman, Jesse Fried
Do Vcs Use Inside Rounds To Dilute Founders? Some Evidence From Silicon Valley, Brian Broughman, Jesse Fried
Vanderbilt Law School Faculty Publications
In the bank-borrower setting, a firm's existing lender may exploit its positional advantage to extract rents from the firm in subsequent financings. Analogously, a startup's existing venture capital investors (VCs) may dilute the founder through a follow-on financing from these same VCs (an “inside” round) at an artificially low valuation. Using a hand-collected dataset of Silicon Valley startup firms, we find little evidence that VCs use inside rounds to dilute founders. Instead, our findings suggest that inside rounds are generally used as “backstop financing” for startups that cannot attract new money, and these rounds are conducted at relatively high valuations …
Irregularities In Procedure – Reconsidering Section 392, Pearlie M. C. Koh
Irregularities In Procedure – Reconsidering Section 392, Pearlie M. C. Koh
Research Collection Yong Pung How School Of Law
In corporate administration, procedures, and their due compliance, are often of as much significance as the outcomes of the proceedings they regulate. The consequence of a failure to comply with procedures, whether laid down statutorily or in the company's constitution, is often the invalidation of the subject proceeding. Such invalidation may perhaps be justified on the basis that faithful compliance does much to foster a perception that the outcomes determined at the proceedings so held are fair, a perception that is vitally important to the acceptability of the outcome by all concerned. Nevertheless, it is also the case that corporate …
American Parent Bank Liability For Foreign Branch Deposits: Which Party Bears Sovereign Risk?, Adam Telanoff
American Parent Bank Liability For Foreign Branch Deposits: Which Party Bears Sovereign Risk?, Adam Telanoff
Pepperdine Law Review
No abstract provided.
Catch Me If You Can: An Analysis Of New Enforcement Measures And Proposed Legislation To Combat The Sale Of Counterfeit Products On The Internet, Jeffrey A. Lindenbaum, David Ewen
Catch Me If You Can: An Analysis Of New Enforcement Measures And Proposed Legislation To Combat The Sale Of Counterfeit Products On The Internet, Jeffrey A. Lindenbaum, David Ewen
Pace Law Review
No abstract provided.
Prospects For Satisfactory Dispute Resolution Of Private Commercial Disputes Under The North American Free Trade Agreement, Jonathan I. Miller
Prospects For Satisfactory Dispute Resolution Of Private Commercial Disputes Under The North American Free Trade Agreement, Jonathan I. Miller
Pepperdine Law Review
No abstract provided.
Building The House On A Weak Foundation: Edenfield V. Fane And The Current State Of The Commercial Speech Doctrine, Dennis William Bishop
Building The House On A Weak Foundation: Edenfield V. Fane And The Current State Of The Commercial Speech Doctrine, Dennis William Bishop
Pepperdine Law Review
No abstract provided.
From Handbills To Proposed Bills: Suggestions For Regulating The Law Vegas "Strip" Tease, Brian D. Blakley
From Handbills To Proposed Bills: Suggestions For Regulating The Law Vegas "Strip" Tease, Brian D. Blakley
BYU Law Review
No abstract provided.
The Legal World Wide Web: Electronic Personal Jurisdiction In Commercial Litigation, Or How To Expose Yourself To Liability Anywhere In The World With The Press Of A Button, Robert M. Harkins Jr.
The Legal World Wide Web: Electronic Personal Jurisdiction In Commercial Litigation, Or How To Expose Yourself To Liability Anywhere In The World With The Press Of A Button, Robert M. Harkins Jr.
Pepperdine Law Review
No abstract provided.
Commercial Access Contracts And The Internet: Does The Uniform Computer Information Transactions Act Clear The Air With Regard To Liabilities When An On-Line Access System Fails?, Morgan Stewart
Pepperdine Law Review
No abstract provided.
Internet-Based Fans: Why The Entertainment Industries Cannot Depend On Traditional Copyright Protections , Thomas C. Inkel
Internet-Based Fans: Why The Entertainment Industries Cannot Depend On Traditional Copyright Protections , Thomas C. Inkel
Pepperdine Law Review
No abstract provided.
Executive Compensation: In Culture Of Greed And Selfishness, Is There Room For Theory Of "Enough", Robert C. Downs
Executive Compensation: In Culture Of Greed And Selfishness, Is There Room For Theory Of "Enough", Robert C. Downs
Faculty Works
No abstract provided.
Why Copyright Falls Behind The Requirement For Protecting Graphic User Interfaces: Case Studies On Limitations Of Copyright Protection For Guis In China, Ling Jin, Yihong Ying
Why Copyright Falls Behind The Requirement For Protecting Graphic User Interfaces: Case Studies On Limitations Of Copyright Protection For Guis In China, Ling Jin, Yihong Ying
IP Theory
No abstract provided.
Testing The Reach Of Ucc Article 9: The Question Of Tax Credit Collateral In Secured Transactions, Christopher K. Odinet
Testing The Reach Of Ucc Article 9: The Question Of Tax Credit Collateral In Secured Transactions, Christopher K. Odinet
Faculty Scholarship
This Article addresses the open question related to the use of tax credits as a source of secured capital. It first lays a foundation by analyzing the theoretical underpinnings of the UCC’s category for general intangibles and shows how classification as a general intangible can and should comport with the legal substance of tax credits as a form of secured financing. The work also investigates the theory and nature that forms the basis of tax credits and their economic value. Next, the Article provides an overview of the relatively meager case law on tax credit financing and explains how courts …
Creating Hammer V. Dagenhart, Logan E. Sawyer Iii
Creating Hammer V. Dagenhart, Logan E. Sawyer Iii
Scholarly Works
Hammer v. Dagenhart is among the best known cases in the canon of constitutional law. It struck down the first federal child labor law on the grounds that Congress’s commerce power allowed it to prohibit the interstate shipment of harmful goods, like impure food and drugs, but not harmless goods, like the products of child labor. Withering criticism of the decision spread from Justice Holmes’s famous dissent to law reviews, treatises, casebooks, and constitutional law classes. For nearly a century the decision has been scorned as inconsistent with precedent, incoherent as policy, and driven solely by the Court’s reactionary commitment …
Summary Of State Of Nevada V. Reliant Energy, Inc., 128 Nev. Adv. Op. No. 46, Brittnie Watkins
Summary Of State Of Nevada V. Reliant Energy, Inc., 128 Nev. Adv. Op. No. 46, Brittnie Watkins
Nevada Supreme Court Summaries
The Court considered an appeal from a district court’s order dismissing Appellants’ complaint, which alleged violation of Nevada antitrust laws.
It Looks Like A Sale; It Quacks Like A Sale…But It's Not? An Argument For The Application Of The Duck Test In A Digital First Sale Doctrine, Matthew J. Turchyn
It Looks Like A Sale; It Quacks Like A Sale…But It's Not? An Argument For The Application Of The Duck Test In A Digital First Sale Doctrine, Matthew J. Turchyn
The Journal of Business, Entrepreneurship & the Law
What are you purchasing when you buy a print of Picasso's Guernica? The piece of paper it is printed on, several courts have replied. In these instances, courts have created a pragmatic legal fiction that allows for the transfer of a copy of a work while the author retains his or her rights and privileges under copyright law. Therefore, the purchaser of the Guernica print could resell his or her legally created print of the painting on the secondary market. This is the essence of the First Sale Doctrine of the U.S. Copyright Act. This practice breaks down, however, when …
Can Consumers Control Health-Care Costs?, Mark A. Hall, Carl E. Schneider
Can Consumers Control Health-Care Costs?, Mark A. Hall, Carl E. Schneider
Articles
The ultimate aim of health care policy is good care at good prices. Managed care failed to achieve this goal through influencing providers, so health policy has turned to the only market-based option left: treating patients like consumers. Health insurance and tax policy now pressure patients to spend their own money when they select health plans, providers, and treatments. Expecting patients to choose what they need at the price they want, consumerists believe that market competition will constrain costs while optimizing quality. This classic form of consumerism is today’s health policy watchword. This article evaluates consumerism and the regulatory mechanism …
Apathy Vis-À-Vis The Un Convention On Contracts For The International Sale Of Goods (Cisg) In The Uk And Two Proposed Strategies For Cisg's Incorporation In The Uk Legal Order, Katerina Georgiadou
Apathy Vis-À-Vis The Un Convention On Contracts For The International Sale Of Goods (Cisg) In The Uk And Two Proposed Strategies For Cisg's Incorporation In The Uk Legal Order, Katerina Georgiadou
Pace International Law Review Online Companion
The 1980 UN Convention on Contracts for the International Sale of Goods (CISG or Convention) is said to have resulted out of a largely global scholarly jurisconsultorium, as it was drawn up in cooperation between scholars from around the globe. In essence, this article will examine the lack of interest and reluctance on behalf of the United Kingdom (UK) to ratify the CISG by considering the initial reactions of the UK towards the CISG, the UK’s isolationist attitude, the fact that CISG is not a legislative priority in the UK, and the objection to ratification based on unreasonable grounds. Furthermore, …
Contract Law In A Comparative Perspective, Suharnoko Suharnoko
Contract Law In A Comparative Perspective, Suharnoko Suharnoko
Indonesia Law Review
Media reports on cases of the theft of pre-paid pulses taking place nowadays have created a misunderstanding in terms of the appropriate application of criminal law. In the context of existing legal provisions concerning consumer protection as set forth both under the Consumer Protection Law as well as in part under the Telecommunications Law, law enforcement agencies are leaning towards applying general criminal provisions (theft) which, after a careful observation of the Indonesian Criminal Code, in fact do not extend to corporate criminal acts. This paper purports to explain that the currently occurring cases of the theft of pre-paid pulses …
Determining The Proper Pleading Standard Under The Private Securities Litigation Reform Act Of 1995 After In Re Silicon Graphics , Erin Brady
Pepperdine Law Review
No abstract provided.
The Talent Agencies Act: Reconciling The Controversies Surrounding Lawyers, Managers, And Agents Participating In California's Entertainment Industry, Gary E. Devlin
Pepperdine Law Review
No abstract provided.
“Advancing With The Times: Industrial Design Protection In The Era Of Virtual Migration”, Horacio E. Gutiérrez
“Advancing With The Times: Industrial Design Protection In The Era Of Virtual Migration”, Horacio E. Gutiérrez
IP Theory
No abstract provided.
Developing The Framework For Safe And Efficient Mobile Payments, Hearing Before Senate Committee On Banking, Housing, And Urban Affairs, 112th Congress, Sarah Jane Hughes
Developing The Framework For Safe And Efficient Mobile Payments, Hearing Before Senate Committee On Banking, Housing, And Urban Affairs, 112th Congress, Sarah Jane Hughes
Public Testimony by Maurer Faculty
No abstract provided.
Forward Contracts - Prohibitions On Risk And Speculation Under Islamic Law, Nicholas C. Dau-Schmidt
Forward Contracts - Prohibitions On Risk And Speculation Under Islamic Law, Nicholas C. Dau-Schmidt
Indiana Journal of Global Legal Studies
Forward contracts allow buyers and sellers of goods to reduce risk by contracting for sale at a predetermined price and quantity prior to the actual exchange of goods and payment. While forward contracts are extensively used in the Western world without restriction, those who adhere to Islamic law are often constrained by principles intended to reduce risk, gambling, and usury. These principles can prove overly restrictive; however, Islamic law restrictions also illuminate the problems associated with the overly permissive Western system in which speculators contract in a manner tantamount to gambling-a problem associated with the recent financial crisis. This Note …
Selectica Resets The Trigger On The Poison Pill: Where Should The Delaware Courts Go Next?, Paul H. Edelman, Randall S. Thomas
Selectica Resets The Trigger On The Poison Pill: Where Should The Delaware Courts Go Next?, Paul H. Edelman, Randall S. Thomas
Indiana Law Journal
No abstract provided.
Enforcing Integrity, Katrice B. Copeland
Finding Safe Harbor: Navigating Washington's New Unfair Competition Law, Daniel Shickich
Finding Safe Harbor: Navigating Washington's New Unfair Competition Law, Daniel Shickich
Washington Journal of Law, Technology & Arts
Under a new law, manufacturers and retailers that sell products in Washington State could face stiff penalties if their products are made using stolen or misappropriated information technology (“stolen IT”). In 2011 the Washington Legislature passed Substitute House Bill 1495, creating a new cause of action that allows private plaintiffs or the state attorney general to seek injunctive relief and damages against manufacturers that use stolen IT in their business operations. The law also creates an additional claim for actual damages of up to $250,000 against third parties who contract with violating manufacturers and sell the products in Washington. Using …
Iosco's Response To The Financial Crisis, Roberta S. Karmel
Iosco's Response To The Financial Crisis, Roberta S. Karmel
Faculty Scholarship
No abstract provided.