Commercial Law Commons^™

Must American Artists Starve?

Florida A & M University Law Review

This legal essay proposes a solution to the problem of artist and publisher compensation as deprived by MMA and discusses the realities and limitations of pursuing a Takings Clause violation under the Fifth Amendment. It further proposes a modern perspective on copyrighted works as property to lay the intellectual foundation for copyright reform and offers that the “best efforts” standard should replace the “commercially reasonable efforts” standard since modernizing copyright law is essential to the music industry. Lastly, the author suggests a practical approach to pursuing a Due Process claim under the Fifth Amendment.

The Incompatibility Of Artificial Intelligence And Citizens United, Michael R. Siebecker

Sturm College of Law: Faculty Scholarship

In Citizens United v. FEC, the Supreme Court granted corporations essentially the same political speech rights as human beings. But does the growing prevalence of artificial intelligence (“AI”) in directing the content and dissemination of political communications call into question the jurisprudential soundness of such a commitment? Would continuing to construe the corporation as a constitutional rights bearer make much sense if AI entities could wholly own and operate business entities without any human oversight? Those questions seem particularly important, because in the new era of AI, the nature and practices of the modern corporation are quickly evolving. The magnitude …

Legal Framework For Special-Purpose Acquisition Companies (Spac) And Their Economic Effects On The Financial Market, Dr. Mohammad Saad Al Armman

Faculty Peer-Reviewed Papers | بحوث هيئة التدريس المحكمة

One of the recent legislative amendments in the United Arab Emirates is to allow forming Special – Purpose Acquisition Companies, (SPAC), which contributes to enhancing the investment environment in the country and gives other companies the ability to combine their business with this type of companies,

SPAC are established to invest in the capital market with the purpose of acquiring other companies and making their shares available to investors this study aims to clarify the legal framework regulating this companies in the United Arab Emirates, according to the Federal Decree-Law No.32 of 2021 on commercial companies And the decision issued …

Foreseeing The Future Of Electronic Mediation As A Mechanism For Settling Commercial Disputes Under The Uae Federal Low N.O 6 Of 2021. An Analytical Study, Dr.Mohammad Saad Al Armman

Faculty Peer-Reviewed Papers | بحوث هيئة التدريس المحكمة

No abstract provided.

10 Things Judges Should Know About Cryptocurrency, Lee Reiners

Faculty Scholarship

No abstract provided.

The Transnational Effects Of Anti-Corruption Prosecutions By The Us And How They Influence Societies, Based On The Examples Of The Fcpa Enforcement In Ukraine And Russia, Anastasiia Imedidze

Dissertations and Honors Papers

After the Enron case and PATRIOT Act of 2001, enforcement of the FCPA by the Department of Justice and Securities and Exchange Commission around the world was increased. The role of compliance function in the US companies was seriously reconsidered which has led to non-obligatory but very desired development of robust compliance systems inside organizations.

In this paper, I will briefly discuss the FCPA basics, the necessity of compliance programs inside organizations and will look through statistics that companies are willing to adopt these programs, the US legislation regarding compliance programs in the organizations. Then, I will deepen into two …

Why Can't I Get Pliny The Elder? Beer Distribution Law In Michigan, Kincaid C. Brown

Law Librarian Scholarship

If you are a craft beer drinker, you have noticed that there are many beers brewed in the United States that you cannot buy in Michigan, like California-based Pliny the Elder. You will have also noticed that there are many craft beers brewed in Michigan that you cannot buy at your local grocery store or bottle shop. Why is that the case? The short answer is because Michigan law mandates that beer pass through what’s known as a three-tier distribution system. This article outlines what a three-tier distribution is, what it means for Michigan brewers and beer drinkers,

How El Salvador Has Changed U.S. Law By A Bit: The Consequences For The Ucc Of Bitcoin Becoming Legal Tender, Brian Mccall

Faculty Articles

On June 8, 2021, the Congress of El Salvador passed a law that changed American commercial law.How could a foreign country change U.S. law? El Salvador’s Congress voted to confer “legal tender” status upon the cryptocurrency Bitcoin.The law took effect in El Salvador on September 7, 2021;starting that day, Bitcoin could be used to pay taxes4 and buy goods and services in El Salvador. As the first country to adopt Bitcoin as legal tender, El Salvador made world history and sparked many debates and predictions about the effects its decision may have on the Central American nation and its economy.Beyond …

The Application Of The Right To Be Forgotten In The Machine Learning Context: From The Perspective Of European Laws, Zeyu Zhao

Catholic University Journal of Law and Technology

The right to be forgotten has been evolving for decades along with the progress of different statutes and cases and, finally, independently enacted by the General Data Protection Regulation, making it widely applied across Europe. However, the related provisions in the regulation fail to enable machine learning systems to realistically forget the personal information which is stored and processed therein.

This failure is not only because existing European rules do not stipulate standard codes of conduct and corresponding responsibilities for the parties involved, but they also cannot accommodate themselves to the new environment of machine learning, where specific information can …

The Stubborn Survival Of The Central Hudson Test For Commercial Speech, Nat Stern

Seattle University Law Review

This Article examines the persistence of the Central Hudson standard in the face of multiple challenges as well as larger implications of its survival. Part I provides a brief overview of the Court’s commercial speech doctrine and the spectrum of criticism of Central Hudson for its allegedly excessive or inadequate protection of expression. Part II surveys a series of developments, especially in the last decade, that threaten to supersede Central Hudson’s “intermediate” standard of scrutiny for commercial speech restrictions. In response, Part III explains how none of these phenomena have resulted in the abandonment of the Central Hudson regime. …

Table Of Contents

Seattle University Law Review

Table of Contents

Skating Past Liability Under The Tcpa: Robocalls And Unsolicited Texts And E-Mails, Julissa R. Rachor

Seattle University Law Review

This Note argues that the applicability of Telephone Consumer Protection Act's (TCPA) autodialer provision should be interpreted broadly to include calls made on many types of dialing equipment.

Part I of this Note offers a brief history of the TCPA and autodialers. Part II examines the FCC’s Orders that interpret the TCPA’s autodialer provision, and Part III assesses the varying interpretations of the provision by the circuit courts. Part IV reviews the general facts and procedural history of Duguid, and the Court’s interpretation of the autodialers provision. Last, Part V examines current efforts offered by Congress and potential next …

Mandating Board Diversity, Sung Eun (Summer) Kim

Indiana Law Journal

California’s Assembly Bill 979 (AB-979) requires companies that are based in California to have a specified minimum number of directors from underrepresented communities. A “director from an underrepresented community” is defined as an individual who self-identifies as Black, African American, Hispanic, Latino, Asian, Pacific Islander, Native American, Native Hawaiian, or Alaska Native, or who selfidentifies as gay, lesbian, bisexual, or transgender. AB-979 received much attention for being the first law to mandate greater diversity on corporate boards in terms of race and sexual orientation. Senate Bill 826 (SB-826), which was introduced two years prior, was the first U.S. legislative effort …

Delaware Law For Non-Corporate Entities: A Commentary, Peter Molk

UF Law Faculty Publications

Robert Rhee’s Article, The Irrelevance of Delaware Corporate Law, poses provocative questions about why Delaware dominates the market for corporate law given the apparent irrelevance of state incorporation choice for companies’ market valuations. He shows, first, that publicly traded companies incorporated in Delaware have similar valuations to companies incorporated in other states over time, and second, that market actors do not exhibit a preference to reincorporate existing firms in Delaware.

Rhee analyzes exclusively the realm of publicly traded corporations, which is understandable given that his analysis is necessarily limited to publicly available data. Publicly traded corporations are undeniably economically …

Annual Review Of Texas Law: Commercial Law, Sally Mcdonald Henry

SMU Annual Texas Survey

No abstract provided.

The Negotiable Transport Document, Benjamin Geva

All Papers

With the emergence of a long-distance land-based trade, along with the expansion of a non-sea based multimodal trade, a demand arose for a negotiable transport document which is not limited to marine transport. A series of international conventions responded to such demand by providing for new types of negotiable transport documents. However, these conventions failed to accord to such documents the features of a document of title and to clarify their negotiable character. The task of overcoming this obstacle is hindered by the fragmentary nature of the law governing the marine bill of lading, which is the classic transport document …

Implied Warranties V. Express Specifications Under The Uniform Commercial Code, David S. Coale, Michael P. Lynn

Oklahoma Law Review

No abstract provided.

How El Salvador Has Changed U.S. Law By A Bit: The Consequences For The Ucc Of Bitcoin Becoming Legal Tender, Brian M. Mccall

Oklahoma Law Review

No abstract provided.

The Educated Retail Investor: A Response To "Regulating Democratized Investing", Sergio Alberto Gramitto Ricci, Christina M. Sautter

Faculty Works

The diffusion of mobile-first investing apps, like Robinhood, has increased retail investor participation in financial markets, particularly from the Millennial and GenZ generations, and has increased the diversity of retail investors. However, mobile-first investing apps are not free from controversy. In Regulating Democratized Investing, Abraham Cable tackles the debate on regulating mobile-first investing apps and largely opposes paternalistic regulation, which would raise unsurmountable barriers at the entrance of the stock market for retail investors. But it concedes to a form of regulation that in Cable’s own words “serves ultra-retail investors a modest portion of what they really want.” We strongly …

The Wireless Investors Movement, Sergio Alberto Gramitto Ricci, Christina M. Sautter

Faculty Works

The inaugural guest academic article for the University of Chicago Business Law Review Blog discusses how Millennial and GenZ investors can set in motion a social movement with disruptive effects on the current corporate governance paradigm. It refers to Millennial and GenZ investors as “wireless investors” and their social movement as the “Wireless Investors Movement.” The Wireless Investors Movement, fueled by wireless investors’ vision of the world and technology savviness, will bring corporations to pursue social and environmental causes. This short contribution analyzes the characteristics of the Wireless Investors Movement and the effects it will have on corporate governance.

Table Of Contents, Seattle University Law Review

Seattle University Law Review

Table of Contents

#Fintok And Financial Regulation, Nikita Aggarwal, D. Bondy Valdovinos Kaye, Christopher K. Odinet

Faculty Scholarship

Social media platforms are becoming an increasingly important site for consumer finance. This phenomenon is referred to as “FinTok,” a reference to the “#fintok” hashtag that identifies financial content on TikTok, a popular social media platform. This Essay examines the new methodological possibilities for consumer financial regulation due to FinTok. It argues that FinTok content offers a novel and valuable source of data for identifying emerging fintech trends and associated consumer risks. As such, financial regulators should use FinTok content analysis—and social media content analysis more broadly—as an additional method for the supervision and regulation of consumer financial markets. The …

Empirical Analysis Of National Court Enforcement Of International Commercial Arbitration Awards, Roger P. Alford, Crina Baltag, Matthew E.K. Hall, Monique Sasson

Journal Articles

The empirical research in this article relies on a data set including all national court decisions on recognition, enforcement and setting aside (vacatur) of international commercial arbitration awards available in the Kluwer database that were rendered from 1 January 2010 to 1 June 2020. Within the time parameters of this study, there were 504 vacatur actions and 553 offensive recognition and enforcement actions. Those decisions were rendered by national courts in 74 different jurisdictions.

The research coded every argument raised by defendants challenging the recognition and enforcement of awards based on grounds set forth in Article V of the United …

À La Carte Cable: A Regulatory Solution To The Misinformation Subsidy, Christopher R. Terry, Eliezer J. Silberberg, Stephen Schmitz, John Stack, Eve Sando

Catholic University Journal of Law and Technology

Although “fake news” is as old as mass media itself, concerns over disinformation have reached a fever pitch in our current media environment. Online media outlets’ heavy reliance on user-generated content has altered the traditional gatekeeping functions and professional standards associated with traditional news organizations. The idea of objectivity-focused informational content has primarily been substituted for a realist acceptance of the power and popularity of opinion-driven “news.” This shift is starkly visible now: mainstream news media outlets knowingly spread hoaxes, conspiracy theories, and the like.

This current state of affairs is not some freak accident. The Supreme Court’s First Amendment …

No Oral Modification Clauses: Autonomy, Certainty Or Presumption?, Kwan Ho Lau

Research Collection Yong Pung How School Of Law

By a judgment of Lord Sumption with which a majority of the court agreed, the Supreme Court in MWB Business Exchange Centres Ltd. v Rock Advertising Ltd. [2018] UKSC 24, [2019] A.C. 119 ruled that a contractual term which prescribed that the contract was not amendable save in writing signed by or on behalf of the parties (a No Oral Modification or “NOM” clause) was effective to invalidate subsequent oral variations to the contract. Lord Burrows later suggested extrajudicially (in P.S. Davies and M. Raczynska (eds.), Contents of Commercial Contracts (London 2020), 49) that Rock Advertising might not find traction …

Dynamic Corporate Purpose: Decentralizing The Choice Over Director Orientation, Fields Pierce

Vanderbilt Law Review

The debate over corporate purpose has turned into a “gordian knot” where parties with entrenched beliefs about what the corporation should or should not be within society refuse to waver. There are inherent flaws with the governance models proposed by academics, politicians, and practitioners alike, so a novel method for setting and maintaining corporate purpose is required. This Note asks why there must be a one-size-fits-all approach to purpose and proposes a solution: dynamic corporate purpose.

This Note argues that states should not mandate all corporations hold the same corporate purpose but instead should use the logic of the public …

Systemic Risk Of Contract, Tal Kastner

Scholarly Works

Complexity and uncertainty define our world, now more than ever. Scholars and practitioners have celebrated modular contract design as an especially effective tool to manage these challenges. Modularity divides complex structures into relatively discrete, independent components with simple connections. The benefits of this fundamental drafting approach are intuitive. Lawyers divide contracts into sections and provisions to make them easier to understand and reduce uncertainty. Dealmakers constructing complex transactions use portable agreements as building blocks to reduce drafting costs and enable innovation. Little attention, however, has been paid to the risks introduced by modularity in contracts. This Article demonstrates how this …

Developments In The Laws Affecting Electronic Payments And Financial Services, Sarah Jane Hughes, Stephen T. Middlebrook, Tom Kierner

Articles by Maurer Faculty

The past year proved to be a busy period for the regulation of electronic payments and financial services. In this year’s survey, we discuss rulemakings, enforcement actions, and other litigation that has significantly impacted the law governing payments and financial services. Part II addresses the ongoing fight between federal and state authorities over which should properly regulate Fin- Tech entities and describes some new steps the Office of the Comptroller of the Currency (“OCC”) has taken to assert its authority in this area. Part III details an enforcement action that California regulators took against a FinTech company they determined had …

Contracting For Process, David Snyder

Scholarly Articles in Law Reviews & Journals

This article introduces the concept of contracting for process and considers when it is likely to be the best contract design. Contracting for process is in widespread use, but it often goes unnoticed. Some characteristics of contracting for process suit it particularly well to situations of uncertainty, including the radical uncertainty that results from fundamental disruptions such as COVID-19. Parties can employ this design for both contracts made or renegotiated during a crisis and for contracts made in ordinary times. The concept articulated here, however, is not confined to contexts of uncertainty or complexity; it can be used to achieve …

Tanggung Jawab Notaris Terhadap Pembuatan Akta Jaminan Fidusia Dalam Jumlah Yang Tidak Wajar Dengan Bantuan Sistem Milik Pt Sm, Emeralda Valerie

Indonesian Notary

Penelitian ini membahas mengenai tanggung jawab Notaris terhadap pembuatan akta jaminan fidusia dalam jumlah yang tidak wajar dengan bantuan sistem milik PT SM. Sistem membantu proses pembuatan akta jaminan fidusia dan pendaftaran dalam waktu singkat. Penggunaan sistem tidak mengindahkan syarat formal akta autentik. Penelitian ini mengangkat masalah mengenai autentisitas akta jaminan fidusia yang dibuat menggunakan bantuan sistem; tanggung jawab Notaris terhadap akta jaminan fidusia yang kehilangan autentisitasnya; dan peran Dewan Kehormatan Notaris (DKN) dalam pelanggaran atas batas kewajaran jumlah pembuatan akta. Penelitian ini menggunakan metode penelitian hukum normatif dengan studi dokumen dan wawancara. Analisis penelitian menggunakan pendekatan kualitatif. Hasil penelitian …