Law and Economics Commons^™

Liability Rule Practices Amidst The Property Rule Of Indonesian Capital Market, Adiwarman Adiwarman

Indonesia Law Review

Shareholder protection is the most important legal issue in capital market law. Conflict of interest is one of the corporate actions in the capital market. The property rule requires independent shareholders’ approval for conflicts of interest transactions. The property rule paradigm empowers independent shareholders in the company’s decision-making process. In practice, listed companies violate the property rule and are subject to sanctions, but the rights of shareholders will be reduced due to fines imposed by the capital market authorities. A normative method is used to answer the problem of how does Indonesia enforce the conflict of interest rule in order …

A Proposed Sec Cyber Data Disclosure Advisory Commission, Lawrence J. Trautman, Neal Newman

Faculty Scholarship

Constant cyber threats result in: intellectual property loss; data disruption; ransomware attacks; theft of valuable company intellectual property and sensitive customer information. During March 2022, The Securities and Exchange Commission (SEC) issued a proposed rule addressing Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure, which requires: 1. Current reporting about material cybersecurity incidents; 2. Periodic disclosures about a registrant’s policies and procedures to identify and manage cybersecurity risks; 3. Management’s role in implementing cybersecurity policies and procedures; 4. Board of directors’ cybersecurity expertise, if any, and its oversight of cybersecurity risk; 5. Registrants to provide updates about previously reported cybersecurity …

The Role Of Expropriation Clauses In Protection And Promotion Of Foreign Investments In Renewable Energy: An Essential But Overlooked Legal Consideration, Moosa Akefi Ghaziani, Mohammad Akefi Ghaziani

Indonesia Law Review

Today the world is tackling climate change. The global threat of energy poverty along with the growing need for energy has escalated this crisis. The promotion of renewable energy sources is widely known as the main solution to this challenge. Many International and regional agreements address various aspects of renewable energy development such as trade, transit, security, and investment. Since not all states have the financial and technological abilities to develop this sector, foreign investment is recognised as a crucial prerequisite for the global deployment of renewable energies. Various investment agreements are signed to facilitate and promote investments. These instruments …

Implementasi Aturan Perseroan Perorangan Pada Pemegang Saham Pasangan Suami Istri Tanpa Perjanjian Pisah Harta, Putra Fajar Utama

"Dharmasisya” Jurnal Program Magister Hukum FHUI

Abstract:

Along with the very significant development of investment in Indonesia, a regulation is needed that can filter out the types of investment that are not of good quality entering to Indonesia, so that it can affect competitiveness. President Joko Widodo in his inaugural speech after being re-inaugurated as President, said that he would make an act that would revise several laws at once, this concept is called the Omnibus law. This act later became known as Undang-undang Cipta Kerja, and it is hoped that this law will change the climate for doing business in Indonesia. One of the impact …

Evolusi Kebijakan Bank Indonesia Dalam Penyelesaian Permasalahan Likuiditas Pada Bank Umum Syariah, Mustafa Aqib Bintoro

"Dharmasisya” Jurnal Program Magister Hukum FHUI

Abstract

Indonesia is a country with a banking system that adheres to a dual banking system, where banks can be operated conventionally or shariah. As one of the authorities in the financial system, including Islamic banking, The Bank of Indonesia has the authority to carry out the functions of lenders of the last resort under Law No. 23 of 1999. In its implementation, the function of lenders of the last resort often faces legal problems because it is vulnerable to be considered a loss of state. As a result, The Bank of Indonesia's policy has often undergone changes that are …

Tinjauan Hukum Peran Direktorat Jenderal Administrasi Hukum Umum Terhadap Beneficial Owner Pada Perseroan Terbatas Dalam Tindak Pidana Pencucian Uang, Mochamad Lutfi Suryana

"Dharmasisya” Jurnal Program Magister Hukum FHUI

Abstract

Money laundering is an attempt to disguise or obscure dirty money, the perpetrator of the crime of money laundering continues to try to disguise and hide assets and financial transactions by utilizing publicly listed companies as a means of committing the crime of money laundering. The state in particular through several agencies such as the Ministry of Finance, the Directorate General of Taxes, the Ministry of Law and Human Rights, the Directorate General of General Legal Administration, the Financial Services Authority (OJK), the Financial Transaction Analysis Reporting Center (PPATK), the Corruption Eradication Commission (KPK) are increasingly encourage openness to …

Liability For Non-Disclosure In Equity Financing, Albert H. Choi, Kathryn E. Spier

Law & Economics Working Papers

The paper analyzes the effects of holding firms liable for non-disclosure of material information when raising capital. We develop a model in which a privately-informed entrepreneur can choose to withhold information from prospective investors when issuing and selling stock and the investors can bring suit against the firm ex post for (alleged) non-disclosure. The damage payment received by the investors is partially offset by the reduced value of their equity stake. The analysis shows that the equilibrium depends on, among others, (1) the amount of personal capital the entrepreneur has to commit, (2) the frequency with which the entrepreneur is …

Toxic Public Goods, Brian L. Frye

Maine Law Review

Everybody loves public goods. After all, they are a perpetual utility machine. Obviously, we want as many of them as possible. But what if the consumption of a public good actually decreases net social welfare? I refer to this kind of public good as a "toxic public good." In this essay, I discuss three kinds of potential toxic public goods: trolling, pornography, and ideology, and I reflect on how we might make the production of toxic public goods more efficient.

Federally Mandated Online Sales Tax: A Logistical Solution For The Future Of E-Commerce, Daniel O'Connor

DePaul Business & Commercial Law Journal

No abstract provided.

Economic Structural Transformation And Litigation: Evidence From Chinese Provinces, To Economic Change And Restructuring, Doug Bujakowski, Joan Schmit

DePaul Business & Commercial Law Journal

No abstract provided.

The "Business Interruption" Insurance Coverage Conundrum: Covid-19 Presents A Challenge, Paul E. Traynor

DePaul Business & Commercial Law Journal

No abstract provided.

Misalighned Incentives In Markets: Envisioning Finance That Benefits All Of Society, Dr. Ryan Clements

DePaul Business & Commercial Law Journal

No abstract provided.

Monsanto: Creator Of Cancer Liability

DePaul Business & Commercial Law Journal

No abstract provided.

Impact Of Corporate Response To Controversial Presidential Statements Or Policies

DePaul Business & Commercial Law Journal

No abstract provided.

Table Of Contents

Seattle University Law Review

Table of Contents

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 …

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 …

Hostile Restructurings, Diane L. Dick

Washington Law Review

The conventional wisdom holds that out-of-court loan restructurings are mostly consensual and collaborative. But this is no longer accurate. Highly aggressive, nonconsensual restructuring transactions—what I call “hostile restructurings”—are becoming a common feature of the capital markets. Relying on hypertechnical interpretations of loan agreements, one increasingly popular hostile restructuring method involves issuing new debt that enjoys higher priority than the existing debt; another involves transferring the most valuable collateral away from existing lenders to secure new borrowing.

These transactions are distinguishable from normal out-of-court restructurings by their use of coercive tactics to overcome not only the traditional minority lender holdout problem, …

The Federal Option: Delaware As A De Facto Agency, Omari Scott Simmons

Washington Law Review

Despite over 200 years of deliberation and debate, the United States has not adopted a federal corporate chartering law. Instead, Delaware is the “Federal Option” for corporate law and adjudication. The contemporary federal corporate chartering debate is, in part, a referendum on its role. Although the federal government has regulated other aspects of interstate commerce and has the power to charter corporations and preempt Delaware pursuant to its Commerce Clause power, it has not done so. Despite the rich and robust scholarly discussion of Delaware’s jurisdictional dominance, its role as a de facto national regulator remains underdeveloped. This Article addresses …

Contract Design When Relationship-Specific Investment Produces Asymmetric Information, Albert H. Choi, George Triantis

Articles

Under conventional contract theory, contracts may be efficient by protecting relationship specific investment from holdup in subsequent (re)negotiation over terms of trade. This paper demonstrates a different problem when specific investment also provides significant private information to the investing party. This is fairly common: for example, a manufacturer invests to learn about its buyer's idiosyncratic needs or a collaborator invests to learn about a joint venture. We show how such private information can lead to subsequent bargaining failure and suboptimal ex ante relationship-specific investment. We also show that this inefficiency is worse if the parties enter into a binding and …

A Rejection Of Absolutist Duties As A Barrier To Creditor Protection: Facilitating Directorial Decisivness Surrounding Insolvency Through The Business Judgment Rule, Philip Gavin

Brooklyn Journal of Corporate, Financial & Commercial Law

This Article draws attention to the difficulties that directors may face when seeking to discharge their duties as a corporation approaches insolvency, in particular when directors must discern the point at which a corporation has become insolvent. It argues that discretion allowed to directors by the business judgment rule will be crucial to overcoming these difficulties. To do this, this article examines the nature of duties owed by directors both before and after insolvency, and accepts the stance taken by Delaware courts in recent years towards an expansive understanding of a corporation’s interests upon insolvency. It then considers unresolved issues …

Responsible Business Conduct In The Extractive Industries: Prospect Of Respecting Women's Human Rights In Ghana, Veronica Dossah

LLM Theses

Business operations in the extractive industries (EI) continue to violate women’s human rights and the environment in the communities in which they operate. In Ghana, existing laws and regulations do not preclude businesses from such violations. This makes it important to reflect on innovative means including soft laws which could encourage companies operating in the EI in Ghana to respect women’s human rights and the environment over and above compliance with national laws and regulations. This thesis examines the problem of land grabbing by EI companies operating in Ghana, the unique negative impacts women in mining communities face as a …

Consent By Registration: The "Back-Door Thief", Nate Arrington

Arkansas Law Review

Consider this personal jurisdiction quandary: A growing Arizona company wants to start expanding into other states. The company is incorporated in Delaware and has its principal place of business in Arizona. It decides to make the leap and begins registering to do business in a few surrounding states, including New Mexico. The registration seems straightforward and does not mention anything about jurisdiction. After the registration, but before conducting any business in New Mexico, a Kentucky resident decides to sue the Arizona-based corporation. The suit is based on an alleged tort occurring in Utah, and the plaintiff files the lawsuit in …

Table Of Contents, Seattle University Law Review

Seattle University Law Review

Table of Contents

For Richer Or Poorer: Incentivizing Meaningful Investments In Qualified Opportunity Zones, Monica L. Keo

Seattle University Law Review

The wealth disparity in the United States is nothing new. Many have proposed wealth taxes and higher tax rates for large corporations to address income inequality; however, these proposals have been criticized as tax programs that are difficult to administer. Congress passed the Tax Cut and Jobs Act (TCJA) in 2017 and created a new investment vehicle known as the Qualified Opportunity Zone (QOZ). The QOZ program incentivizes private investors to invest their capital gains in exchange for a reduction in capital gains tax. The underlying idea of the QOZ program is to utilize a new tool designed to spur …

Extending Democracy To Corporate Governance And Beyond, Edward Rubin

Vanderbilt Law School Faculty Publications

This article proposes a different rationale for corporate democracy, one that extends more broadly to all forms of employment. It is based on an equivalence, not an analogy. The equivalence is that subordination feels essentially the same to an individual whether a public or a private entity is carrying it out. As recognized in the public arena, it undermines people’s dignity and autonomy, and at least threatens—and often produces—actual oppression. Based on this equivalence, this article proposes a different argument for corporate democracy. Proponents of democracy in the public sphere believe that the citizens of a nation should control its …

Directors’ Duty Of Care In Times Of Financial Distress Following The Global Epidemic Crisis, Leon Yehuda Anidjar

Brooklyn Journal of International Law

The global COVID-19 pandemic is causing the large-scale end of life and severe human suffering globally. This massive public health crisis created a significant economic crisis and is reflected in a recession of global production and the collapse of confidence in the functions of markets. Corporations and boards of directors around the world are required to design specific strategies to tackle the negative consequences of the crisis. This is especially true for small and medium-sized enterprises (SMEs) that suffered tremendous economic loss, and their continued existence as ongoing concern is under considerable risk. Given these uncertain financial times, this Article …

Commercializing Cannabis: Confronting The Challenges And Uncertainty Of Trademark And Trade Secret Protection For Cannabis-Related Businesses, John Mixon

Washington Journal of Law, Technology & Arts

Over the last couple of decades, society has become more accepting of recreational cannabis and an ever-growing number of states have passed pro-cannabis legislation. With this change, the cannabis industry has, to some extent, exploded into a booming enterprise in states that have legalized marijuana. Nonetheless, cannabis' status as a Schedule I banned substance under the Controlled Substances Act of 1970 remains unchanged. As a result, businesses in the cannabis industry face the unique challenge of having to toe the line between "legally" operating under state law and violating federal law, which trumps state law. One particular situation in which …

Brave New World: A Post-Coronavirus Perspective On Trade, Kevin J. Fandl

Journal of Law and Policy

Trade policy during the Obama Administration largely reflected the pinnacle of the globalist moment in history. The dream of global peace through economic security was on the cusp of being achieved, with a comprehensive set of trade alliances linking countries both economically and politically to one another, a worldwide system of rules which nearly all countries abided in their economic relationships, and a deeply integrated global supply chain that not only enabled companies to satisfy consumer demands at exceedingly low cost and rapid development, but also empowered more and more workers in poor countries to join the global economy. This …

Scaling Commercial Law In Indian Country, Marc Lane Roark

Texas A&M Law Review

How do you drive economic enterprise in a financial desert? Indian tribes, academics, economists, and policy makers have considered the means and methods for energizing economic growth for forty years. Efforts such as the creation and promotion of the Model Tribal Secured Transactions Act (“MTSTA”) promise much toward creating conditions that would gather financial opportunity to tribal regions that experience poverty at a strikingly higher rate than any other place in the United States. And yet, while the law has been available for more than ten years, tribes have been reticent to adopt it. This Article fills the vacuum in …