Business Organizations Law Commons^™

Corporations As International Economic Law Actors, Barnali Choudhury

All Papers

Actors in international law are presumed to be states. Yet in the international economic law arena, the corporation is one of the most prominent non-state actors. Indeed, in some instances, the corporation may even be more influential than the state in some arenas of international economic law. This short piece examines three instances of this influence. First, it looks at the role of corporations in law-making; second, it examines corporations’ role in monitoring and compliance; and, third, it explores corporations’ legal personality in international economic law. Finding corporations’ immense influence on law-making and monitoring and compliance, combined with a robust …

Enforcing International Human Rights Law Against Corporations, Barnali Choudhury

All Papers

International human rights law is generally thought to apply directly to states, not to corporations since the latter is not a subject of international law. Some domestic courts are, however, enforcing these norms against corporations in domestic settings. Canadian courts have, for instance, recognized that corporations can be liable for breach of customary international law norms while UK courts have enforced international human rights norms indirectly against corporations relying on a combination of domestic corporate and tort law.

At the same time, some states are choosing to enforce international human rights norms against corporations using regulatory initiatives. These initiatives, known …

Foreword, Nicholas Keenan, Senya Merchant, Clara Lane

UC Law Business Journal

No abstract provided.

Google, I Mean Big Brother, Is Always Listening, Justin Silverberg

UC Law Business Journal

Between the Google Assistant and Amazon Alexa, nearly 1 billion people around the world use personal assistant devices daily. These devices are able to store information from our private conversations in order to make the devices more user friendly by targeting advertisements that relate to our interests. But what happens if our private conversations are stored for more than the above-mentioned purposes? This paper will examine a series of hypotheticals which involve devices, such as the Google Assistant, specifically relating to the devices’ audio recording capabilities. Not only will this paper point out the gaps in our current insider trading …

Masthead

UC Law Business Journal

No abstract provided.

Breaking Up Mergers After The Fact: Opportunities And Problems, Stanley M. Besen, Philip L. Verveer

UC Law Business Journal

Antitrust authorities in both the United States and Europe have recently shown an increased interest in reviewing past mergers with the objective of possibly requiring mergers to be undone if they turned out to be anticompetitive. In this Article, we reach five main conclusions. First, analyzing the effects of past mergers is unlikely to be straightforward because it will be difficult to disentangle the competitive effects of a merger from other factors in the markets served by the merged firms. Second, even divestitures that were required before mergers had been consummated were complicated to bring about and there is evidence …

You Gotta Serve Somebody - Shareholders Vs Stakeholders And The Corporate Enterprise View Of Corporate Governance, Neil Taylor

UC Law Business Journal

No abstract provided.

(Private) Market Mania: Assessing The Impact Of Private Market Booms On Venture Capital-Backed Startup Governance, Mitchell Carlson

UC Law Business Journal

No abstract provided.

Corporate Governance And The Audit Function In Jordan And The Uk: A Comparative Perspective, Bashar Malkawi

The Global Business Law Review

Superior corporate governance forms the bedrock of a prosperous economy. An integral component of outstanding corporate governance is the role of transparent, accurate and freely available information with respect to a company’s books and records. Numerous stakeholders including current and potential investors, business partners, employees, regulators and the public, rely on the integrity of the financial reporting. The law on external auditors in Jordan has undergone significant improvement, yet substantial gaps exist between current law and best practices. The Article focuses on the role of the auditor in ensuring superior corporate governance. The goal of this Article is to assess …

Business Organizations As Natural Objects Of Ownership, Kevin Douglas

Texas A&M Journal of Property Law

Given the importance of “property rights” in American law and cul- ture, academic and judicial disagreement over the content of the con- cept is a problem. Professor Eric Claeys makes considerable progress toward resolving this problem in his forthcoming book, Natural Prop- erty Rights. Using John Locke’s labor theory of property, the treatise identifies intelligible limits to the kinds of objects that qualify as prop- erty and provides guidance on how legal rights should operate for a given category of objects. It also identifies several examples of American law that already follow a Lockean framework. The chapters Designing Property Rights …

A Non-Exhaustive Overview Of Various Aspects Of Power And Power Dynamics From A Chinese Perspective: Governmental Power, Private Power, And Personal Power, Asen Velinov

University of St. Thomas Law Journal

No abstract provided.

Entire Fairness Or Bust: The Burst Of The 2020-2021 Spac Bubble, Nicole Lynch

Brooklyn Journal of Corporate, Financial & Commercial Law

Special Purpose Acquisition Companies (SPACs) have skyrocketed in recent years as an alternative for taking private companies public through an initial public offering (IPO). SPACs are blank-check companies that raise capital through public exchanges for the “special purpose” of acquiring a privately held company. Once acquired, the private company will take the SPAC’s place on the public exchange, effectively accomplishing the same thing as a traditional IPO but without all the onerous reporting requirements and upfront costs. For these reasons, SPACs have become the next big thing in securities markets despite being around since the 1990s. Throughout 2020 and 2021, …

Toward An Enhanced Level Of Corporate Governance: Tech Committees As A Game Changer For The Board Of Directors, Maria Lillà Montagnani, Maria Lucia Passador

The Journal of Business, Entrepreneurship & the Law

Although tech committees are increasingly being included in the functioning of the board of directors, a gap exists in the current literature on board committees, as it tends to focus on traditional board committees, such as nominating, auditing or remuneration ones. Therefore, this article performs an empirical analysis of tech committees adopted by North American and European listed companies in 2019 in terms of their composition, characteristics and functions. The aim of the study is to understand what “technology” really stands for in the “tech committees” label within the board, or – to phrase it differently – to ascertain what …

What Covid-19 Retail Bankruptcies Can Teach Us About Intellectual Property In A Post-Pandemic World, Brenna Arbuckle

The Journal of Business, Entrepreneurship & the Law

Both IP and bankruptcy laws are quite complex. With that in mind, this comment will narrowly focus on what retail bankruptcies amid COVID-19 can teach us about the value of IP, particularly trademarks and trade secrets, post-pandemic. Part II of this comment explores the relevant legal background, in particular IP and bankruptcy laws. Part III provides context regarding the retail industry and delves into relevant pre-pandemic trends. Further, Part IV discusses the impact of COVID-19 on the retail industry, particularly on consumer behaviors and bankruptcy bids. Part IV details lessons from such bankruptcies and the possible impacts on the industry …

Spac Mergers, Ipos, And The Pslra's Safe Harbor: Unpacking Claims Of Regulatory Arbitrage, Amanda M. Rose

William & Mary Law Review

Communications in connection with an initial public offering (IPO) are excluded from the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 (PSLRA). Unsurprisingly, IPO issuers do not share projections publicly—the liability risk is too great. By contrast, communications in connection with a merger are not excluded from the safe harbor, and special purpose acquisition companies (SPACs) routinely share their merger targets’ projections publicly. Does the divergent application of the PSLRA’s safe harbor in traditional IPOs and SPAC mergers create an opportunity for “regulatory arbitrage” and, if so, what should be done about it? …

Gamestopped: How Robinhood’S Gamestop Trading Halt Reveals The Complexities Of Retail Investor Protection, Neal Newman

Faculty Scholarship

Should brokers have the unfettered right to restrict investor trading? GameStop, a brick-and-mortar video game retailer, had been experiencing declining revenues since 2016. However, GameStop saw its share price climb almost 1000 percent in the span of a one- week period from January 21, 2021 to January 27, 2021 due to retail investors buying significant amounts of GameStop shares during that period. Melvin Capital, a hedge fund, ended up losing billions as they were betting that GameStop shares would lose value instead of increase—a practice referred to as short selling. On January 28, 2021, brokers inexplicably halted trading on GameStop …

Just Following Up: My Experience As A Summer Student Administrator For Osler, Hoskin & Harcourt Llp, Bridget Leslie

SASAH 4th Year Capstone and Other Projects: Publications

In this paper, I reflect on my experience as a Summer Student Administrator for Osler, Hoskin & Harcourt LLP where I acquired skills such as proficiency in various software and data analysis as well as professional communication, confidence, and organization. I applied these skills daily to produce quality work, and I am still applying these skills to my academic and personal life almost a year later. The culminating experience of the summer was presenting my own data analysis to a group of executives, which helped me improve my presentation skills and foster confidence in my own abilities. In addition to …

Covid-19 As A Force Majeure On Joint Venture Agreements, Tannya Rebecca

Honors Theses

This thesis explores the legal and practical implications of the COVID-19 pandemic on joint ventures, focusing on the impact of force majeure clauses and supplier-buyer relationships. Drawing on insights from real-world professionals, the study examines the evolving perspectives on whether COVID-19 constitutes a force majeure event that affects supplier-buyer relationships in joint ventures. While the majority of professionals initially regarded COVID-19 as a force majeure event that significantly impacted these relationships between 2020 and 2022, dissenting views have gained traction in 2023.

Examining the legal framework and precedents, the research reveals that courts interpret force majeure clauses based on the …

The Ftc's Proposed Rule On Non-Competes, Heyman Center On Corporate Law And Governance

Event Invitations 2023

Join us for a panel discussion among academics and practitioners moderated by Cardozo Professor Sam Weinstein. We'll dive into current practices with employee non-competes, what the FTC is proposing, the Commission's authority to regulate, and how the proposed rule will affect the business sector.

Moderator:

• Sam Weinstein, Benjamin N. Cardozo School of Law

Speakers:

• Myriam Gilles, Benjamin N. Cardozo School of Law
• Michael Herz, Benjamin N. Cardozo School of Law
• Richard Pierce, The George Washington University Law School
• Maria Cáceres-Boneau, Special Counsel, Duane Morris LLP

Following In California’S Footsteps?: Pennsylvania Eliminates The De Minimis Exception In State Wage And Hour Claims, Lauren E. Stahl

Dickinson Law Review (2017-Present)

Under the Fair Labor Standards Act (“FLSA”), employers risk receiving wage and hour violations if they fail to compensate employees for all “hours worked” or fail to adhere to minimum wage and overtime requirements. The de minimis doctrine provides an exception to this general rule and excuses employers from compensating employees for insignificant amounts of time spent on otherwise compensable off-the-clock work activities. Examples of de minimis off-the-clock work activities include waiting for a computer to load or waiting to log onto a computer network. These activities are considered de minimis because they take only a minute or less, and …