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Commercial Law Commons™

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2016

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Institution
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Articles 91 - 120 of 182

Full-Text Articles in Commercial Law

Common Sense And Contract Law: Fear Of A Normative Planet?, Thomas Joo Mar 2016

Common Sense And Contract Law: Fear Of A Normative Planet?, Thomas Joo

Touro Law Review

No abstract provided.

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Berle Vii: The Modern Corporation And A Theory Of Fields, Charles R. T. O'Kelley Mar 2016

Berle Vii: The Modern Corporation And A Theory Of Fields, Charles R. T. O'Kelley

Seattle University Law Review

On May 26-27, 2015, scholars disparately trained in law, anthropology, economics, political science, history and sociology gathered in Seattle for the seventh annual Berle Symposium. As with prior symposia, a principal aim of Berle VII was to shed light on the nature of the modern corporation. As with prior symposia, the voices participating represented numerous disciplines. What sets Berle VII apart from its forerunners, however, was the decision to make social scientists the dominant voices, and to select a theory propounded by sociologists—field theory—as the focal point and backdrop for the symposium. This choice reflected a second principal aim of …

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On The Existential Function Of The Social And The Limits Of Rationalist Accounts Of Human Behavior, Doug Mcadam Mar 2016

On The Existential Function Of The Social And The Limits Of Rationalist Accounts Of Human Behavior, Doug Mcadam

Seattle University Law Review

Rational choice theory has achieved widespread influence in a number of social science disciplines, most notably economics and political science. Given its prominent position within economics, it is not surprising that rational choice theory (and other rationalist perspectives) dominates theory and research on the corporation and decision-making by corporate actors. By contrast, however, the theory has failed to gain more than a toehold in sociology. Indeed, most sociologists are downright hostile to rational choice theory. When pressed to explain why, those in the discipline are very likely to complain that the perspective is “asociological”; that the theory posits an atomized …

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Benefit Corporations And Strategic Action Fields Or (The Existential Failing Of Delaware), Brett Mcdonnell Mar 2016

Benefit Corporations And Strategic Action Fields Or (The Existential Failing Of Delaware), Brett Mcdonnell

Seattle University Law Review

This Article analyzes the creation and growth of benefit corporations from the perspective of strategic action field theory in an attempt to shed some light upon both the subject and the methodology. It considers how the new legal field of benefit corporations responded to weaknesses in the existing fields of business and nonprofit corporations. Where major field participants such as directors, officers, employees, shareholders, or donors wish to pursue both financial and public-spirited goals that sometimes conflict without subordinating either type of goal to the other, both profit and nonprofit corporations may be unsatisfactory. Benefit corporations attempt not only to …

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Corporations In The Flow Of Culture, Greg Urban Mar 2016

Corporations In The Flow Of Culture, Greg Urban

Seattle University Law Review

As an anthropologist, coming out of three decades of research among indigenous Brazilian populations, I naturally saw modern for-profit business corporations as tribes—the collective bearers of adaptive cultural know-how. They appeared to me to be the entities housing the culture needed to produce commodities, to trade commodities on the open market, or both. I was also, of course, aware of the legal concept of the corporation as fictive person capable of owning property and having standing in court cases, which I thought of as akin to the anthropological corporation insofar as both recognized the group as social actor. However, it …

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Culture In Corporate Law Or: A Black Corporation, A Christian Corporation, And A Māori Corporation Walk Into A Bar . . ., Gwendolyn Gordon Mar 2016

Culture In Corporate Law Or: A Black Corporation, A Christian Corporation, And A Māori Corporation Walk Into A Bar . . ., Gwendolyn Gordon

Seattle University Law Review

Recent Supreme Court cases have entrenched a new image of corporate civic identity, assigning to the corporate person rights and abilities based upon the cultural characteristics, social ties, civic commitments, and internal lives of the human beings involved in it. This vision of the corporation is exemplified in recent cases implicating a corporate right to engage in political speech (Citizens United v. Federal Election Commission) and a right of corporations to be free of government interference regarding religious convictions (Burwell v. Hobby Lobby Stores, Inc.). Although much is being written about the soundness of the results in these cases and …

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The English East India Company And The Modern Corporation: Legacies, Lessons, And Limitations, Philip J. Stern Mar 2016

The English East India Company And The Modern Corporation: Legacies, Lessons, And Limitations, Philip J. Stern

Seattle University Law Review

The English East India Company was first chartered in 1600, endured until the late nineteenth century, and, in a clever act of corporate resurrection, has even recently returned as a global, upmarket retail outlet selling fine foods and commemorative coins. It has also endured in the popular imagination and culture, churning out heroes and villains alike in film, television, and video games. The script writer for a forthcoming BBC miniseries, in which the East India Company stars as the prime antagonist, even noted recently that the Company was like “the CIA, the NSA, and the biggest, baddest multinational corporation on …

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Remarks: The Declining Role Of Outside Counsel In Enhancing Ethical Conduct By Corporations, Jed S. Rakoff Mar 2016

Remarks: The Declining Role Of Outside Counsel In Enhancing Ethical Conduct By Corporations, Jed S. Rakoff

Seattle University Law Review

Judge Rakoff’s remarks from the seventh annual Berle Symposium, held May 26–27, 2015 at Seattle University School of Law.

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"Special," Vestigial, Or Visionary? What Banking Regulation Tells Us About The Corporation—And Vice Versa, Robert C. Hockett, Saule T. Omarova Mar 2016

"Special," Vestigial, Or Visionary? What Banking Regulation Tells Us About The Corporation—And Vice Versa, Robert C. Hockett, Saule T. Omarova

Seattle University Law Review

A remarkable yet seldom noted set of parallels exists between modern U.S. bank regulation, on the one hand, and what used to be garden-variety American corporate law, on the other hand. For example, just as bank charters are matters not of right but of conditional privilege even today, so were all corporate charters not long ago. Just as chartered banks are authorized to engage only in limited, enumerated activities even today, so were all corporations restricted not long ago. And just as banks are subject to strict capital regulation even today, so were all corporations not long ago. In this …

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What Might Replace The Modern Corporation? Uberization And The Web Page Enterprise, Gerald F. Davis Mar 2016

What Might Replace The Modern Corporation? Uberization And The Web Page Enterprise, Gerald F. Davis

Seattle University Law Review

The number of public corporations in the United States has been in decline for almost twenty years. Alternative forms of organization, from LLCs and benefit corporations to Linux and Wikipedia, provide robust competition to traditional corporations, while short-lived, project-based enterprises that assemble supply chains from available parts are increasingly cost effective. Yet our understanding of corporate governance has not kept pace with the new organization of the economy and we continue to treat the public corporation with dispersed ownership as the default form of doing business. Meanwhile, many of the corporations going public in recent years have abandoned traditional standards …

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The Rhetoric Of Negative Externalities, Claire A. Hill Mar 2016

The Rhetoric Of Negative Externalities, Claire A. Hill

Seattle University Law Review

Negative externalities are costs imposed on third parties. The paradigmatic example is pollution. A firm manufactures a product that generates toxic waste, and dumps the waste; society pays for the associated cost, including, for instance, the community’s health problems caused by the waste. Profit is supposed to measure the firm’s revenues in excess of the associated costs; because this cost is not included, the firm’s profits are higher than they should be, and there is more pollution than there should be. What is privately optimal diverges from what is socially optimal. The concept of negative externalities is intuitively appealing. It …

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The Widening Scope Of Directors' Duties: The Increasing Impact Of Corporate Social And Environmental Responsibility, Thomas Clarke Mar 2016

The Widening Scope Of Directors' Duties: The Increasing Impact Of Corporate Social And Environmental Responsibility, Thomas Clarke

Seattle University Law Review

This Article concerns the widening scope of directors’ duties under the increasing impact of the pressures for corporate social and environmental responsibility. Narrow interpretations of directors’ duties that focus simply on the commercial success of the business and relegate other considerations to externalities are not tenable in the present context. The dawning realization of the global consequences of imminent climate change provides a series of inescapable challenges for business enterprises.

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Bringing Continuity To Cryptocurrency: Commercial Law As A Guide To The Asset Categorization Of Bitcoin, Evan Hewitt Mar 2016

Bringing Continuity To Cryptocurrency: Commercial Law As A Guide To The Asset Categorization Of Bitcoin, Evan Hewitt

Seattle University Law Review

This Note will undertake to analyze bitcoin under the Uniform Commercial Code (UCC) and the Internal Revenue Code (IRC)—two important sources of commercial law—to see whether any existing asset categories adequately protect bitcoin’s commercial viability. This Note will demonstrate that although commercial law dictates that bitcoin should—nay must—be regulated as a currency in order to sustain its existence, the very definition of currency seems to preclude that from happening. Therefore, this Note will recommend that we experiment with a new type of asset that receives currency-like treatment, specifically designed for cryptocurrencies, under which bitcoin can be categorized in order to …

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Seeing Color: Implications Of The European Union's New Common Practice For Transatlantic Trademark Registration By United States Trademark Holders, Christine Park Mar 2016

Seeing Color: Implications Of The European Union's New Common Practice For Transatlantic Trademark Registration By United States Trademark Holders, Christine Park

Seattle University Law Review

This Note explores two issues related to the EU’s new common practice: (1) whether the new common practice will deter ongoing efforts to integrate trademark registration and protection at the international level; and (2) whether U.S. trademark holders, when expanding business into the EU, should register through the Madrid Protocol and obtain Community Trade Mark or register through a country’s trademark office. This Note argues that the new trademark practice hinders international efforts for standardizing trademark registration and that U.S. trademark holders should claim color when registering their marks with the EU.

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Law And The Theory Of Fields, Frank Partnoy Mar 2016

Law And The Theory Of Fields, Frank Partnoy

Seattle University Law Review

The distinction between “material” and “existential” plays a prominent role in A Theory of Fields, and it played a prominent role in discussions at the Berle VII Symposium. In general, the authors advocated the importance of the ongoing use of social skills and the collaborative efforts to seek meaning, particularly in ways beyond the merely “material.” However, the extent to which rules might matter in these efforts was less clear. Overall, Fligstein and McAdam seek to use the concept of a strategic action field to develop a theory of social change and stability. Yet social change and stability are inextricably …

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Notes On The Difficulty Of Studying The Corporation, Marina Welker Mar 2016

Notes On The Difficulty Of Studying The Corporation, Marina Welker

Seattle University Law Review

In the award-winning documentary The Corporation, public intellectuals and activists characterize corporations as “externalizing machines,” “doom machines,” “persons with no moral conscience,” and “monsters trying to devour as much profit as possible at anyone’s expense.” In other footage, people on the street personify corporations: “General Electric: a kind old man with lots of stories;” “Nike: young, energetic;” “Microsoft: aggressive;” “McDonald’s: young, outgoing, enthusiastic;” “Monsanto: immaculately dressed;” “Disney: goofy;” “The Body Shop: deceptive.” The documentary, like screenwriter and legal scholar Joel Bakan’s book The Corporation: The Pathological Pursuit of Profit and Power, imparts dissonant messages about corporations. On the one hand, …

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The Theory Of Fields And Its Application To Corporate Governance, Neil Fligstein Mar 2016

The Theory Of Fields And Its Application To Corporate Governance, Neil Fligstein

Seattle University Law Review

My goal here is twofold. First, I want to introduce the theory of strategic action fields to the law audience. The main idea in field theory in sociology is that most social action occurs in social arenas where actors know one another and take one another into account in their action. Scholars use the field construct to make sense of how and why social orders emerge, reproduce, and transform. Underlying this formulation is the idea that a field is an ongoing game where actors have to understand what others are doing in order to frame their actions. Second, I want …

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Agency Theory As Prophecy: How Boards, Analysts, And Fund Managers Perform Their Roles, Jiwook Jung, Frank Dobbin Mar 2016

Agency Theory As Prophecy: How Boards, Analysts, And Fund Managers Perform Their Roles, Jiwook Jung, Frank Dobbin

Seattle University Law Review

In 1976, Michael Jensen and William Meckling published a paper reintroducing agency theory that explained how the modern corporation is structured to serve dispersed shareholders. They purported to describe the world as it exists but, in fact, they described a utopia, and their piece was read as a blueprint for that utopia. We take a page from the sociology of knowledge to argue that, in the modern world, economic theories function as prescriptions for behavior as much as they function as descriptions. Economists and management theorists often act as prophets rather than scientists, describing the world not as it is, …

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In The Name Of Patent Stewardship: The Federal Circuit's Overreach Into Commercial Law, Xuan-Thao Nguyen Mar 2016

In The Name Of Patent Stewardship: The Federal Circuit's Overreach Into Commercial Law, Xuan-Thao Nguyen

Florida Law Review

While the U.S. Court of Appeals for the Federal Circuit has admirably commandeered its stewardship of patent law—Congress bestowed the Federal Circuit with exclusive jurisdiction over patent appeals since 1982—the court has unabashedly extended its reach, unwelcomed, into commercial law. Camouflaged in the name of patent stewardship, the Federal Circuit’s foray into commercial law has yielded unexpected and unjustifiable results. This Article argues that, paradoxically, to maintain its stewardship of patent law, the Federal Circuit should not invoke patent law to rationalize its decisions concerning commercial law, which have dramatically altered established commercial law. This encroachment into commercial law, which …

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Non-Compete Legislation Is Getting Worse With Latest Revisions, Nathan B. Oman Mar 2016

Non-Compete Legislation Is Getting Worse With Latest Revisions, Nathan B. Oman

Popular Media

No abstract provided.

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Modernising Company Law: The Singapore Experience, Pey Woan Lee, Christopher C. H. Chen Mar 2016

Modernising Company Law: The Singapore Experience, Pey Woan Lee, Christopher C. H. Chen

Research Collection Yong Pung How School Of Law

In October 2014, the Singapore Parliament passed the Companies (Amendment) Act 2014 (Singapore). Encompassing the most comprehensive revision of corporate legislation in the history of Singapore, this Act has been implemented in two phases. This article will consider the impetus for as well as the salient themes that guided this wide-ranging review in the period 2014-2016.

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Rationalising Anticipatory Breach In Executed Contracts, Yihan Goh, Man Yip Mar 2016

Rationalising Anticipatory Breach In Executed Contracts, Yihan Goh, Man Yip

Research Collection Yong Pung How School Of Law

Rationalising the doctrine of anticipatory breach is notoriously difficult. This may explain the complete lack of attempt by the UK Supreme Court to address its conceptual difficulties in its recent judgment in Bunge SA v Nidera BV [2015] UKSC 43; [2015] 3 All E.R. 1082. It is therefore of interest that the Singapore Court of Appeal in The “STX Mumbai” [2015] SGCA 35; [2015] 5 S.L.R. 1 explained why the doctrine of anticipatory breach can be applied to executed contracts (in the sense of being fully executed by the innocent party). Whilst anticipatory breach applies similarly under English law, the …

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A Comparative Study Of Non-United States Responses To The Arab Boycott, Nancy Turck Feb 2016

A Comparative Study Of Non-United States Responses To The Arab Boycott, Nancy Turck

Georgia Journal of International & Comparative Law

No abstract provided.

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Stopping The Madman: Lessons From The Kaesong Industrial Complex, Sei Hee Park Feb 2016

Stopping The Madman: Lessons From The Kaesong Industrial Complex, Sei Hee Park

Pepperdine Dispute Resolution Law Journal

Section I briefly introduces the Kaesong Industrial Complex, and its closure and reopening. Section II looks at the history of North and South Korea that has set up the current tension between the nations. Section III highlights the significance of the KIC to the two Koreas' relationship. Section IV then explores North Korea's behavior over the years, intertwining discussion of Thomas Schelling's "Madman Theory" to describe North Korea's growing unpredictability and irrationality. Section V provides suggestions for how South Korea can appease North Korea's erratic behavior, as exemplified by their actions during the KIC negotiations. Section VI concludes.

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Surveying The Landscape Of Conflict Management, Tom Stipanowich, J. Kwang Ho Lim, E. Y. Park, Beomsu Kim, Joongi Kim Feb 2016

Surveying The Landscape Of Conflict Management, Tom Stipanowich, J. Kwang Ho Lim, E. Y. Park, Beomsu Kim, Joongi Kim

Pepperdine Dispute Resolution Law Journal

No abstract provided.

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The Intersection Between Legal Risk Management And Dispute Resolution In The Commercial Context, Garrick Apollon Feb 2016

The Intersection Between Legal Risk Management And Dispute Resolution In The Commercial Context, Garrick Apollon

Pepperdine Dispute Resolution Law Journal

This article explains the key advantages and challenges of using LRM to help lawyers managing substantive matters related to the commercial negotiations and disputes, and the key advantage of using ADR techniques for the management of nonsubstantive matters related to commercial negotiations and disputes. This article overall demonstrates that LRM can complement dispute resolution and vice versa. This article also demonstrates how LRM can be utilized in commercial negotiations and mediations.

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Close The Waste Loopholes: Reassessing Commercial Item Regulations In Federal Procurements, Jim R. Moye Feb 2016

Close The Waste Loopholes: Reassessing Commercial Item Regulations In Federal Procurements, Jim R. Moye

William & Mary Business Law Review

Classifying an item as commercial reduces the government’s ability to ask for information to determine whether prices are fair or reasonable, based on the assumption that these prices would e shaped by market forces. Since changes in procurement laws in the 1990s, contractors seem to want all items, as well as the entities that sell these items, to be listed as commercial. Contractors push for items to be labeled as commercial so they can avoid nearly all oversight and transparency requirements, which often results in the government buying blindly.

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The Exporting Process: Some Considerations For Practitioners, Albert Caproni Iii Feb 2016

The Exporting Process: Some Considerations For Practitioners, Albert Caproni Iii

Georgia Journal of International & Comparative Law

No abstract provided.

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The Council Of Europe Convention On Products Liability, Bernard Hanotiau Feb 2016

The Council Of Europe Convention On Products Liability, Bernard Hanotiau

Georgia Journal of International & Comparative Law

No abstract provided.

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Further Comments On The Hague Convention On The Law Applicable To Products Liability, Willis L. M. Reese Feb 2016

Further Comments On The Hague Convention On The Law Applicable To Products Liability, Willis L. M. Reese

Georgia Journal of International & Comparative Law

No abstract provided.

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