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Articles 1 - 30 of 44
Full-Text Articles in Law and Race
Beyond The Borders: The Rise Of Judicial Corruption And Universal Jurisdiction, Rose Mahdavieh
Beyond The Borders: The Rise Of Judicial Corruption And Universal Jurisdiction, Rose Mahdavieh
University of Miami Race & Social Justice Law Review
No abstract provided.
Shareholders’ Agreements In Public Corporations In Chile: What Are We Missing Out?, Gonzalo Islas, Osvaldo Lagos, Iván Cerda
Shareholders’ Agreements In Public Corporations In Chile: What Are We Missing Out?, Gonzalo Islas, Osvaldo Lagos, Iván Cerda
University of Miami Inter-American Law Review
Shareholders’ agreements are quite common in many jurisdictions. Theory and empirical evidence suggest that they may have a positive or a negative impact on corporate governance structures depending on companies’ characteristics and on the goals that these contracts pursue. Shareholders’ agreements may be used as Control Enhancement Mechanisms (CEM) allowing controllers to circumvent rules that favor minority investors. However, comparing to other CEM, in many countries information regarding them is scarce. Is it necessary that shareholders’ agreements in public corporations be fully informed?
We examine the case of Chile (a country that only requires to inform that a shareholder agreement …
Puerto Rico: The Island Of Infringement? An Analysis Of The Intersectionality Of Eleventh Amendment Sovereign Immunity And Federal False Endorsement Claims, Robert Hilton
University of Miami Inter-American Law Review
This Note delves into the complex legal landscape of Puerto Rico’s application of sovereign immunity in the context of federal false endorsement claims, focusing particularly on the recent case involving the unauthorized use of Hall of Fame baseball player Roberto Clemente’s name and likeness. It critically examines the intersectionality of Eleventh Amendment sovereign immunity with the Lanham Act’s Section 43(a), highlighting the challenges faced in enforcing intellectual property rights within unincorporated territories of the United States.
The analysis begins by exploring the historical basis of sovereign immunity and its evolution from common law to the intricacies of the Eleventh Amendment. …
History Of Mexico’S Tax Regime: A Haphazard Journey., Nicolás José Muñiz
History Of Mexico’S Tax Regime: A Haphazard Journey., Nicolás José Muñiz
University of Miami Inter-American Law Review
Mexico’s tax regime can best be described as haphazard and uncoordinated, as indirect levies were often assessed to satisfy short-term needs, irrespective of the economic capacity to pay of the local population. When compared to other members of the OECD, Mexico reports a relatively low tax-to-GDP ratio. This may be attributable to the vast presence of small to medium size companies conducting business in the informal market, the comparatively minor percentage of individuals and companies that regularly pay tax, and proliferation of tax benefits historically enjoyed by the wealthy.
This Article covers the more salient features of Mexican tax legislation …
The Detention Of Immigration Policy: How States Are Commandeering Dhs Enforcement Guidelines, Brianna Riguera
The Detention Of Immigration Policy: How States Are Commandeering Dhs Enforcement Guidelines, Brianna Riguera
University of Miami Inter-American Law Review
In 2021, the Department of Homeland Security issued immigration guidelines that de-emphasized detention and removal of non-citizens who, aside from being undocumented, are otherwise contributing members of communities across the United States. However, Arizona, Montana, Ohio, Texas, and Louisiana challenged these guidelines, launching a nuanced legal dispute that concerned states standing under Article III, prosecutorial discretion, and nationwide preliminary injunctions. In United States v. Texas, the Court ruled 8-1 that the states lacked standing and reversed the Fifth Circuit’s nationwide injunction, but the majority opinion failed to address the other legal issues that are pressing on a rife debate about …
Fetch The Bolt Cutters: Reflections On Racial Capitalism And The Nafta/Usmca, J. Benton Heath
Fetch The Bolt Cutters: Reflections On Racial Capitalism And The Nafta/Usmca, J. Benton Heath
Brooklyn Journal of International Law
Using the pecan orchards of West Texas as a starting point, this Article offers a reflection on the utility of racial capitalism as an organizing frame for understanding international trade and trade agreements. The Article is also a tribute to other scholars in this field, whose work long precedes and informs my own. It is an expanded version of a presentation given for an symposium at Brooklyn Law School in October 2023 on Promises and Challenges for the Future of North American Trade, and it is written for readers who may be unfamiliar with this body of work.
Stakeholder Capitalism’S Greatest Challenge: Reshaping A Public Consensus To Govern A Global Economy, Leo E. Strine Jr., Michael Klain
Stakeholder Capitalism’S Greatest Challenge: Reshaping A Public Consensus To Govern A Global Economy, Leo E. Strine Jr., Michael Klain
Seattle University Law Review
The Berle XIV: Developing a 21st Century Corporate Governance Model Conference asks whether there is a viable 21st Century Stakeholder Governance model. In our conference keynote article, we argue that to answer that question yes requires restoring—to use Berle’s term—a “public consensus” throughout the global economy in favor of the balanced model of New Deal capitalism, within which corporations could operate in a way good for all their stakeholders and society, that Berle himself supported.
The world now faces problems caused in large part by the enormous international power of corporations and the institutional investors who dominate their governance. These …
A Different Approach To Agency Theory And Implications For Esg, Jonathan Bonham, Amoray Riggs-Cragun
A Different Approach To Agency Theory And Implications For Esg, Jonathan Bonham, Amoray Riggs-Cragun
Seattle University Law Review
In conventional agency theory, the agent is modeled as exerting unobservable “effort” that influences the distribution over outcomes the principal cares about. Recent papers instead allow the agent to choose the entire distribution, an assumption that better describes the extensive and flexible control that CEOs have over firm outcomes. Under this assumption, the optimal contract rewards the agent directly for outcomes the principal cares about, rather than for what those outcomes reveal about the agent’s effort. This article briefly summarizes this new agency model and discusses its implications for contracting on ESG activities.
The Esg Information System, Stavros Gadinis, Amelia Miazad
The Esg Information System, Stavros Gadinis, Amelia Miazad
Seattle University Law Review
The mounting focus on ESG has forced internal corporate decision-making into the spotlight. Investors are eager to support companies in innovative “green” technologies and scrutinize companies’ transition plans. Activists are targeting boards whose decisions appear too timid or insufficiently explained. Consumers and employees are incorporating companies sustainability credentials in their purchasing and employment decisions. These actors are asking companies for better information, higher quality reports, and granular data. In response, companies are producing lengthy sustainability reports, adopting ambitious purpose statements, and touting their sustainability credentials. Understandably, concerns about greenwashing and accountability abound, and policymakers are preparing for action.
In this …
Table Of Contents, Seattle University Law Review
Table Of Contents, Seattle University Law Review
Seattle University Law Review
Table of Contents
The Sec, The Supreme Court, And The Administrative State, Paul G. Mahoney
The Sec, The Supreme Court, And The Administrative State, Paul G. Mahoney
Seattle University Law Review
Pritchard and Thompson have given those of us who study the SEC and the securities laws much food for thought. Their methodological focus is on the internal dynamics of the Court’s deliberations, on which they have done detailed and valuable work. The Court did not, however, operate in a vacuum. Intellectual trends in economics and law over the past century can also help us understand the SEC’s fortunes in the federal courts and make predictions about its future.
Memories Of An Affirmative Action Activist, Margaret E. Montoya
Memories Of An Affirmative Action Activist, Margaret E. Montoya
Seattle University Law Review
Some twenty-five years ago, the Society of American Law Teachers (SALT) led a march supporting Affirmative Action in legal education to counter the spate of litigation and other legal prohibitions that exploded during the 1990s, seeking to limit or abolish race-based measures. The march began at the San Francisco Hilton Hotel, where the Association of American Law Schools (AALS) was having its annual meeting, and proceeded to Union Square. We, the organizers of the march, did not expect the march to become an iconic event; one that would be remembered as a harbinger of a new era of activism by …
Same Crime, Different Time: Sentencing Disparities In The Deep South & A Path Forward Under The Fourteenth Amendment, Hailey M. Donovan
Same Crime, Different Time: Sentencing Disparities In The Deep South & A Path Forward Under The Fourteenth Amendment, Hailey M. Donovan
Seattle University Law Review
The United States has the highest incarceration rate of any country in the world. The American obsession with crime and punishment can be tracked over the last half-century, as the nation’s incarceration rate has risen astronomically. Since 1970, the number of incarcerated people in the United States has increased more than sevenfold to over 2.3 million, outpacing both crime and population growth considerably. While the rise itself is undoubtedly bleak, a more troubling truth lies just below the surface. Not all states contribute equally to American mass incarceration. Rather, states have vastly different incarceration rates. Unlike at the federal level, …
Pacific Islands And The U.S. Military: The Legal Borderlands Of The Environmental Movement, Sonia Lei
Pacific Islands And The U.S. Military: The Legal Borderlands Of The Environmental Movement, Sonia Lei
Seattle University Law Review
Climate change remains an urgent, ongoing global issue that requires critical examination of institutional polluters. This includes the world’s largest institutional consumer of petroleum: the United States military. The Department of Defense (DoD) is a massive institution with little oversight, a carbon footprint spanning the globe, a budget greater than the next ten largest nations combined, and overly generous exemptions to environmental regulations and carbon reduction targets. This Comment examines how this lack of accountability and oversight plays out in the context of three Pacific islands that have hosted U.S. military bases for decades. By considering the environmental impact of …
The Need For Corporate Guardrails In U.S. Industrial Policy, Lenore Palladino
The Need For Corporate Guardrails In U.S. Industrial Policy, Lenore Palladino
Seattle University Law Review
U.S. politicians are actively “marketcrafting”: the passage of the Bipartisan Infrastructure Law, the CHIPS and Science Act, and the Inflation Reduction Act collectively mark a new moment of robust industrial policy. However, these policies are necessarily layered on top of decades of shareholder primacy in corporate governance, in which corporate and financial leaders have prioritized using corporate profits to increase the wealth of shareholders. The Administration and Congress have an opportunity to use industrial policy to encourage a broader reorientation of U.S. businesses away from extractive shareholder primacy and toward innovation and productivity. This Article examines discrete opportunities within the …
Table Of Contents, Seattle University Law Review
Table Of Contents, Seattle University Law Review
Seattle University Law Review
Table of Contents
Public Primacy In Corporate Law, Dorothy S. Lund
Public Primacy In Corporate Law, Dorothy S. Lund
Seattle University Law Review
This Article explores the malleability of agency theory by showing that it could be used to justify a “public primacy” standard for corporate law that would direct fiduciaries to promote the value of the corporation for the benefit of the public. Employing agency theory to describe the relationship between corporate management and the broader public sheds light on aspects of firm behavior, as well as the nature of state contracting with corporations. It also provides a lodestar for a possible future evolution of corporate law and governance: minimize the agency costs created by the divergence of interests between management and …
Shareholder Primacy Versus Shareholder Accountability, William W. Bratton
Shareholder Primacy Versus Shareholder Accountability, William W. Bratton
Seattle University Law Review
When corporations inflict injuries in the course of business, shareholders wielding environmental, social, and governance (“ESG”) principles can, and now sometimes do, intervene to correct the matter. In the emerging fact pattern, corporate social accountability expands out of its historic collectivized frame to become an internal subject matter—a corporate governance topic. As a result, shareholder accountability surfaces as a policy question for the first time. The Big Three index fund managers, BlackRock, Vanguard, and State Street, responded to the accountability question with ESG activism. In so doing, they defected against corporate legal theory’s central tenet, shareholder primacy. Shareholder primacy builds …
The Limits Of Corporate Governance, Cathy Hwang, Emily Winston
The Limits Of Corporate Governance, Cathy Hwang, Emily Winston
Seattle University Law Review
What is the purpose of the corporation? For decades, the answer was clear: to put shareholders’ interests first. In many cases, this theory of shareholder primacy also became synonymous with the imperative to maximize shareholder wealth. In the world where shareholder primacy was a north star, courts, scholars, and policymakers had relatively little to fight about: most debates were minor skirmishes about exactly how to maximize shareholder wealth.
Part I of this Essay discusses the shortcomings of shareholder primacy and stakeholder governance, arguing that neither of these modes of governance provides an adequate framework for incentivizing corporations to do good. …
A History Of Corporate Law Federalism In The Twentieth Century, William W. Bratton
A History Of Corporate Law Federalism In The Twentieth Century, William W. Bratton
Seattle University Law Review
This Article describes the emergence of corporate law federalism across a long twentieth century. The period begins with New Jersey’s successful initiation of charter competition in 1888 and ends with the enactment of the Sarbanes-Oxley Act in 2002. The federalism in question describes the interrelation of state and federal regulation of corporate internal affairs. This Article takes a positive approach, pursuing no normative bottom line. It makes six observations: (1) the federalism describes a division of subject matter, with internal affairs regulated by the states and securities issuance and trading regulated by the federal government; (2) the federalism is an …
How To Interpret The Securities Laws?, Zachary J. Gubler
How To Interpret The Securities Laws?, Zachary J. Gubler
Seattle University Law Review
In discussions of the federal securities laws, the SEC usually gets most of the attention. This makes some sense. After all, it is the agency charged with administrating the securities laws and regulating the industry as a whole. It makes the majority of the laws; it engages in enforcement actions; it reacts to crises; and it, or sometimes even its individual commissioners, intervene publicly in policy debates. Often overlooked in such discussion, however, is the role of the Supreme Court in shaping securities law, and a new book by Adam Pritchard and Robert Thompson demonstrates why this is an oversight. …
The Pioneers, Waves, And Random Walks Of Securities Law In The Supreme Court, Elizabeth Pollman
The Pioneers, Waves, And Random Walks Of Securities Law In The Supreme Court, Elizabeth Pollman
Seattle University Law Review
After the pioneers, waves, and random walks that have animated the history of securities laws in the U.S. Supreme Court, we might now be on the precipice of a new chapter. Pritchard and Thompson’s superb book, A History of Securities Law in the Supreme Court, illuminates with rich archival detail how the Court’s view of the securities laws and the SEC have changed over time and how individuals have influenced this history. The book provides an invaluable resource for understanding nearly a century’s worth of Supreme Court jurisprudence in the area of securities law and much needed context for …
Three Stories: A Comment On Pritchard & Thompson’S A History Of Securities Laws In The Supreme Court, Harwell Wells
Three Stories: A Comment On Pritchard & Thompson’S A History Of Securities Laws In The Supreme Court, Harwell Wells
Seattle University Law Review
Adam Pritchard and Robert Thompson’s A History of Securities Laws in the Supreme Court should stand for decades as the definitive work on the Federal securities laws’ career in the Supreme Court across the twentieth century.1 Like all good histories, it both tells a story and makes an argument. The story recounts how the Court dealt with the major securities laws, as well the agency charged with enforcing them, the Securities and Exchange Commission (SEC), and the rules it promulgated, from the 1930s into the twenty-first century. But the book does not just string together a series of events, “one …
On The Value Of History: A Review Of A.C. Pritchard & Robert B. Thompson’S A History Of Securities Law In The Supreme Court, Joel Seligman
On The Value Of History: A Review Of A.C. Pritchard & Robert B. Thompson’S A History Of Securities Law In The Supreme Court, Joel Seligman
Seattle University Law Review
A.C. Pritchard and Bob Thompson have written a splendid history of securities law decisions in the Supreme Court. Their book is exemplary because of its detailed use of the long unpublished papers of Supreme Court justices, including those of Harry Blackmun, William O. Douglas, Felix Frankfurter and Lewis F. Powell, primary sources which included correspondence with other Justices and law clerks as well as interviews with law clerks. The use of these primary sources recounted throughout the text and 67 pages of End Notes deepens our understanding of the intentions of the Justices and sharpens our understanding of the conflicts …
The Structure Of Corporate Law Revolutions, William Savitt
The Structure Of Corporate Law Revolutions, William Savitt
Seattle University Law Review
Since, call it 1970, corporate law has operated under a dominant conception of governance that identifies profit-maximization for stockholder benefit as the purpose of the corporation. Milton Friedman’s essay The Social Responsibility of Business is to Increase Its Profits, published in September of that year, provides a handy, if admittedly imprecise, marker for the coronation of the shareholder-primacy paradigm. In the decades that followed, corporate law scholars pursued an ever-narrowing research agenda with the purpose and effect of confirming the shareholder-primacy paradigm. Corporate jurisprudence followed a similar path, slowly at first and later accelerating, to discover in the precedents and …
Robo-Voting: Does Delegated Proxy Voting Pose A Challenge For Shareholder Democracy?, John Matsusaka, Chong Shu
Robo-Voting: Does Delegated Proxy Voting Pose A Challenge For Shareholder Democracy?, John Matsusaka, Chong Shu
Seattle University Law Review
Robo-voting is the practice by an investment fund of mechanically voting in corporate elections according to the advice of its proxy advisor— in effect fully delegating its voting decision to its advisor. We examined over 65 million votes cast during the period 2008–2021 by 14,582 mutual funds to describe and quantify the prevalence of robo-voting. Overall, 33% of mutual funds robo-voted in 2021: 22% with ISS, 4% with Glass Lewis, and six percent with the recommendations of the issuer’s management. The fraction of funds that robo-voted increased until around 2013 and then stabilized at the current level. Despite the sizable …
Defeat Fascism, Transform Democracy: Mapping Academic Resources, Reframing The Fundamentals, And Organizing For Collective Actions, Francisco Valdes
Defeat Fascism, Transform Democracy: Mapping Academic Resources, Reframing The Fundamentals, And Organizing For Collective Actions, Francisco Valdes
Seattle University Law Review
The information we gathered during 2021–2023 shows that critical faculty and other academic resources are present throughout most of U.S. legal academia. Counting only full-time faculty, our limited research identified 778 contacts in 200 schools equating to nearly four contacts on average per school. But no organized critical “core” had coalesced within legal academia or, more broadly, throughout higher education expressly dedicated to defending and advancing critical knowledge and its production up to now. And yet, as the 2021–2022 formation of the Critical (Legal) Collective (“CLC”) outlined below demonstrates, many academics sense or acknowledge the need for greater cohesion among …
After Affirmative Action, Meera E. Deo
After Affirmative Action, Meera E. Deo
Seattle University Law Review
This is a time of crisis in legal education. In truth, we are in the midst of several crises. We are emerging from the COVID pandemic, a period of unprecedented upheaval where law students and law faculty alike struggled through physical challenges, mental health burdens, and decreased academic and professional success. The past few years also have seen a precipitous drop in applications to and enrollment in legal education. Simultaneously, students have been burdened with the skyrocketing costs of attending law school, taking on unmanageable levels of debt. And with the Supreme Court decision in SFFA v. Harvard, we are …
Students For Fair Admissions: Affirming Affirmative Action And Shapeshifting Towards Cognitive Diversity?, Steven A. Ramirez
Students For Fair Admissions: Affirming Affirmative Action And Shapeshifting Towards Cognitive Diversity?, Steven A. Ramirez
Seattle University Law Review
The Roberts Court holds a well-earned reputation for overturning Supreme Court precedent regardless of the long-standing nature of the case. The Roberts Court knows how to overrule precedent. In Students for Fair Admissions v. Harvard (SFFA), the Court’s majority opinion never intimates that it overrules Grutter v. Bollinger, the Court’s leading opinion permitting race-based affirmative action in college admissions. Instead, the Roberts Court applied Grutter as authoritative to hold certain affirmative action programs entailing racial preferences violative of the Constitution. These programs did not provide an end point, nor did they require assessment, review, periodic expiration, or revision for greater …