Marketing Law Commons^™

To Spac Or Not To Spac: Liberalizing The Regulation Of Capital Markets, Allison N. Swecker

Vanderbilt Journal of Transnational Law

The merger and acquisition world has experienced an uptick in deal flow since 2016, reaching unprecedented levels in 2020 due to enhanced private equity funding and market volatility. While the market volatility spurred by COVID-19 halted traditional initial public offerings (IPOs), the special purpose acquisition company (SPAC) market exploded. The flurry of SPAC activity in the United States triggered the development of SPAC markets worldwide. Unfortunately, SPACs’ great rise to fame in the past few years has come at a cost-—fraud. As such, the US Securities and Exchange Commission (SEC) is left grappling with how to best regulate the market …

The Divergent Designs Of Mandatory Takeovers In Asia, Umakanth Varottil, Wai Y. Wan

Vanderbilt Journal of Transnational Law

Optimal takeover regulation aims to promote efficient changes of corporate control while curbing inefficient takeovers. Viewed from a comparative perspective, the Anglo-American prototypes of takeover regulation spearhead not only the discourse but also the dissemination of takeover regulation globally. At one end of the spectrum, the law in the United States follows the "market rule," whereby transfers of corporate control benefit from a regulatory free hand. At the other end of the spectrum lies the "mandatory bid rule" (MBR), epitomized by takeover regulation in the United Kingdom. Under the United Kingdom's version of the MBR, an acquirer who acquires de …

Emerging Market Economies And International Investment Law: Turkey-Africa Bilateral Investment Treaties, Uche E. Ofodile

Vanderbilt Journal of Transnational Law

This Article offers a critical and penetrating insight into the bilateral investment treaties (BITs) between Turkey and countries in Africa. Since 2003, Turkey has concluded BITs with twenty-eight countries in Africa. This Article seeks answers to some very important questions. In the BITs between Turkey and countries in Africa, is Turkey merely conforming to the norms and standards established by Western countries, or is Turkey changing these norms in fundamental ways? Compared to BITs between Western nations and countries in Africa, are Turkey-Africa BITs more oriented towards sustainable development and, if so, in what respects? In what ways are emerging …

Patents And Mobile Devices In India: An Empirical Survey, Jorge L. Contreras, Rohini Lakshane

Vanderbilt Journal of Transnational Law

Though India has the second-largest wireless subscriber base in the world, with more than 150 domestic mobile device vendors, it has, until recently, remained relatively unaffected by the global smartphone wars. Over the past few years, however, a growing number of patent enforcement actions have been brought by multinational firms against domestic Indian producers. These actions, which have largely resulted in judgments favoring foreign patent holders, have given rise to a variety of proposals for addressing this situation. In order to assess the potential impact of patents on the mobile device market in India, and to assist policy makers in …

The Need For Speed: Regulatory Approaches To High Frequency Trading In The United States And The European Union, Megan Woodward

Vanderbilt Journal of Transnational Law

High frequency trading (HFT) is a financial investment execution technique with a growing presence in world financial markets. Investment firms engaging in HFT use computer-automated algorithms to trade financial instruments at high speeds. There is much debate as to what HFT entails, particularly its risks, benefits, and costs, and whom HFT affects (positively or negatively). In particular, this Note addresses efforts in the United States and the European Union to define and regulate HFT. The proposed Regulation Systems Compliance and Integrity (Reg SCI) and Regulation Automated Trading (Reg AT) in the United States and Markets in Financial Instruments Directive II …

Market-Oriented Subnational Debt Regimes: Empowering The Developing World To Construct Infrastructure, S. Samuel Young

Vanderbilt Journal of Transnational Law

Globally, as national governments continue to decentralize fiscal and governmental responsibility, the sound facilitation of subnational debt markets will play a critical role in the construction of infrastructure. However, sparse scholarship exploring the optimal legal and financial frameworks for encouraging the construction of infrastructure at the subnational level has left a number of open questions. This Note primarily provides a basic overview of subnational debt trends and policies. It first reviews subnational debt regimes, comparing market-oriented regimes with regimes with varying levels of involvement by central governments. Though not always possible, the Note concludes that market-driven incentives generally produce the …

Advertising Obesity: Can The U.S. Follow The Lead Of The Uk In Limiting Television Marketing Of Unhealthy Foods To Children?, David Darwin

Vanderbilt Journal of Transnational Law

Childhood obesity has tripled in the U.S. since the 1970s, and television advertisement of unhealthy foods has been linked to the unhealthy eating habits of children. The United Kingdom, facing a similar problem, promulgated regulations in 2007 banning the advertisement of foods high in fat, sodium, and sugar during programming directed at children below age 16.

In the U.S., industry representatives, public policy advocates, and government officials are debating whether to rely on self-regulation efforts or to implement government-established guidelines. Industry representatives argue that government guidelines would do little to solve the childhood obesity problem and that the UK regulations …

Voodoo Economics: A Look Abroad For A Supply-Side Solution To America's Campaign-Finance Riddle, Matthew T. Sanderson

Vanderbilt Journal of Transnational Law

The title of this Note "voodoo economics" is, at its core, an analogy: U.S. campaign-finance regulation operates like a price ceiling in the political money marketplace. Political campaigns are financed through money-for-access transactions and campaign-finance regulation caps the level of exchange. Like any other price ceiling, regulation is both effective and flawed. It suppresses the "price" of political money but inherently falls victim to some market players' avoidance activities. This price-ceiling analogy, among other things, makes apparent that many proposals forwarded by pro-regulation and deregulation advocates cannot solve the United States' century-old campaign-finance riddle. Instead, attention should turn to shaping …

The International Effects Of The Adoption Of A Consumption Tax In The United States, Matthew Mcmahan

Vanderbilt Journal of Transnational Law

This Note concludes that through the adoption of a consumption tax the United States will benefit from both short-and long-term gains. This Note presents the advantages of consumption taxes and where relevant, discusses a specific consumption tax proposal--the Fairtax Plan. The Author responds to several critiques of consumption taxation, including whether consumption taxes are disproportionately placed on labor, the existence of efficiency gains, the international effects, increased black market activity, and cross-border tax arbitrage.

Trip-Ping Over Business Method Patents, Vincent Chiappetta

Vanderbilt Journal of Transnational Law

Professor Chiappetta argues that the current effort to expand substantive international patent law harmonization to include business method patenting is ill-conceived and unsupportable. Such patents cannot be justified on the economic incentive grounds supporting the Western regimes. They are not part of the existing TRIPS agreement, and under present circumstances they should not be added. Any future agreement, bi-lateral or multi-lateral (including an extension of TRIPS), must be based on a better calibrated form of protection (less than patent) and should occur only after the persistent normative differences and the distributional consequences of international substantive harmonization have been addressed.

Educating Russia's Future Lawyers--Any Role For The United States?, Jane M. Picker, Sidney P. Picker, Jr.

Vanderbilt Journal of Transnational Law

In the wake of the devaluation of the Russian ruble in 1998 and the resulting flight of foreign investment, which was exacerbated by allegations of massive corruption and capital flight at the highest levels of government in 1999, the question of an appropriate role for the United States in helping Russia to establish an environment able to attract and retain foreign and domestic capital, to maintain a viable globally integrated market-based economic system, and to create a stable civil society, is under discussion.

The authors believe that a viable market economy will not flourish in Russia until a more stable …

Efficiencies And Merger Review In Canada, The European Community, And The United States, Mark A.A. Warner

Vanderbilt Journal of Transnational Law

This Article examines economic efficiencies analysis in the merger review processes of Canada, the European Community, and the United States. In recent years, legal counsel, academics, and policymakers have given greater attention to international harmonization and convergence of competition and antitrust law and policy. This trend has been spurred by the increasing acceptance of efficiency-based economics in competition policy generally and in merger policy particularly. The author, nevertheless, asks whether efficiency-based merger analysis also may create new jurisdictional conflicts among national merger enforcement authorities. For instance, a state concerned with its own domestic competitiveness might emphasize domestic efficiency gains in …

The Legal Framework For Private Sector Activity In The Czech Republic, Cheryl W. Gray

Vanderbilt Journal of Transnational Law

In this Article, Dr. Gray discusses the evolving legal framework in the Czech Republic as the government there moves from a socialist to a private market economy. The author traces the major legal developments, including the Republic's establishment of significant private property rights and of a modern commercial code. The author finds that the Republic has made significant strides in developing a private market economy and in facilitating foreign investment. Dr. Gray concludes, however, that the new laws face significant challenges, including a weak and immature judicial system and problems with addressing business failures.

Observations Of A Latvian Practitioner, Valentin Blueger

Vanderbilt Journal of Transnational Law

After having heard so many distinctive speakers, I thought of what might be of interest more specifically on a few issues. You can certainly understand that there is a lot in common among all of the countries of Eastern Europe right now. There are a few topics that were mentioned in every speech. There is privatization, the monopolization of the economy, and the transformation of the system into a free market society.

In the Soviet Union, there has been a very contradictive process going on within the last six months. Everything said before in terms of changing the system appears …

Investing In Czechoslovakia, Richard Sumann

Vanderbilt Journal of Transnational Law

Students once asked the famous British Professor John Maynard Keynes about the long-term effects of his regulatory policies. His answer was that in the long run, we are all dead. We have quite a different philosophy. In the long run, we want to be all better off. And we understand that to be better off, it means the introduction of a market economy and a free, democratic society. Converting the rigid, centrally planned economies of Central and Eastern Europe into flexible, efficient, motivated, market-oriented economies and societies may affect your future. In fact, it will affect Europe and the world …

Green Law-Making: A Primer On The European Community's Environmental Legislative Process, Michael S. Feeley, Peter M. Gilhuly

Vanderbilt Journal of Transnational Law

The birth of the European Common Market marks a new era of multistate environmental regulation that will radically affect commercial activity. This Article examines the European Community's (EC) background, institutions, and legislative process to elucidate how this environmental regime is developing. Following a brief introduction, Part II sets forth the EC's background, presenting its history and the general framework in which its law applies. Part III describes the EC's major institutions. Part IV discusses forms of EC legislation, with an emphasis on the use of directives. Part V considers legislative processes by which the EC enacts laws, including the new …

Icarus And His Waxen Wings: Congress Attempts To Address The Challenges Of Insider Trading In A Globalized Securities Market, John T. Thomas

Vanderbilt Journal of Transnational Law

This Note addresses the globalization of the world financial securities markets and the potential for fraud in these expanded markets. The author considers actual cases of insider trading that have crossed national borders and the enforcement problems such cases raise. The author analyzes the first significant response by the United States Congress to these problems and concludes that the response is inadequate. Congress recognizes the incredible pace of evolution of the world financial markets, but is slow to address this process. The SEC offered serious proposals to Congress--proposals that apparently have bipartisan support--and Congress failed to act on these proposals …

European And American Antitrust Regulation Of Pricing By Monopolists, Gregory B. Adams

Vanderbilt Journal of Transnational Law

Article 86 of the Treaty of Rome outlaws any "abuse ... of a dominant position within the common market or a substantial part of it." The EEC prohibition is similar to the developed meaning of "monopolization" in section 2 of the Sherman Act, requiring both market power and improper conduct. This Article analyzes the type of conduct that is considered improper: specifically, the pricing practices that constitute abuse under article 86, or monopolization under section 2.

Article 86 provides examples that help determine what abuse is:

Such abuse may, in particular, consist in:

(a) directly or indirectly imposing unfair purchase …

Book Reviews, Joseph J. Norton, L. Harold Levinson

Vanderbilt Journal of Transnational Law

When considered as an installment in the unfolding of Friedmann's views, based on his earlier writings, the conclusion to the book under review is to be cherished. When considered, on the other hand, solely in context of the contributed chapters of the same volume, the conclusion does not emerge as Friedmann at his most forceful or persuasive. To find the best of Friedmann, we need only sample his prolific contributions to the law reviews, whether on the United States involvement in the Vietnam conflict, the judgment of the International Court in the South West Africa cases, the risks to humanity …

Recent Decisions, Mark A. Schneider

Vanderbilt Journal of Transnational Law

This landmark decision is the first time that the Court of Justice has ordered a party abusing a dominant position to correct that abuse constructively, by requiring the monopolizer to sell to the complaining and injured party sufficient quantities to satisfy that party's requirements. Although not novel when compared with United States antitrust law, this is one large step beyond previous decisions within the EEC. The wide spectrum of remedies available under American law, ranging from criminal prosecution, to administrative orders, and to civil suits where the broad powers of equity are available, has not previously been applied within the …