Business Organizations Law Commons^™

The Ethics Of Cryptocurrency, Gordon Goodman Justice

UC Law Business Journal

No abstract provided.

Golden Shares And Social Enterprise, Naveen Thomas

Faculty Scholarship

No abstract provided.

Corporate Governance Guidelines: How To Improve Disclosure And Promote Better Corporate Governance In Public Companies, Jennifer O'Hare

Faculty Publications

If you are a shareholder of a public corporation, you may think it would be easy to find basic information about your shareholder rights, such as whether shareholders have the right to call special stockholder meetings. You would probably assume that the information would be disclosed in the company’s “Corporate Governance Guidelines,” (CGGs) which, according to a New York Stock Exchange (NYSE) rule, must be posted on the company’s website for shareholder review. But, as this article shows, companies are not required to disclose information about shareholder rights in their corporate governance guidelines, and most companies have chosen not to …

The Humanities Strike Back: (E)Esg And Justice Strine Challenge Gamer Shareholder Primacy, David H. Webber

Faculty Scholarship

Leo E. Strine, Jr. is closing in on Blair and Stout for the undisputed title of all-time top-scoring stakeholderist.³ I don't intend to squander this opportunity to roast and toast him by weighing the pros and cons of basketscoring primacy. Instead, my aim is to surface an overlooked argument in the debate over shareholder primacy and stakeholderism, the case for which has been recently reinvigorated by Strine's work. My argument is this: one underappreciated aspect of shareholder primacy's appeal is that it creates a competition with a single endpoint, basically a game, and that the exhilarating tournament that results, …

Don't Get Burned: Why The De-Spac Transaction Must Be Excluded From The Pslra's Safe Harbor Provision For Forward-Looking Statements, Jean-Claire Perini

Villanova Law Review (1956 - )

No abstract provided.

Late To The Crowd: How Ohio's Crowdfunding Bill Fails To Achieve Inclusiveness And Efficiency, Nathan E. Hill

Cleveland State Law Review

Almost half of all small and medium sized businesses within the United States fail within the first five years. One of the main contributing factors to that failure is the inability to raise enough money to operate. While there are many ways for businesses to raise operating capital, the most accessible and sometimes the most efficient way is through a process called equity-based crowdfunding—the offering of shares in exchange for an investment raised through an online portal. In 2012, after seeing the success of equity-based crowdfunding in other countries, the United States passed the Jumpstart Our Business Startups Act (JOBS …

Dental Support Organizations And The Corporate Practice Of Dentistry: Will Streamlining Create Legal Violations?, Angelina Campin

DePaul Journal of Health Care Law

The increased use of technology when searching for health care providers means that consumers of dental care are more concerned with efficiency in making appointments and paying bills, immediate access to information, clear pricing, and transparency when it comes to choosing a provider and a facility to visit. Keeping up with the increased demands for efficiency and technological advances presents a challenge to sole practitioner dentists, which is the standard dental practice model. Dental support organizations (“DSOs”) have seen an increase in popularity recently, especially over the last five to ten years, in part to meet both the needs of …

Made Crypto Losses? Don't Assume The Taxman Will Subsidise You, Vincent Ooi, Vincent Ooi

Research Collection Yong Pung How School Of Law

The key points we made in the article are as follows:1) One might think that because income from transactions involving cryptocurrencies is taxable, the losses from such transactions would also be deductible. Unfortunately, the situation is not quite so straightforward.2) The key question is whether it is possible to establish that there was a trade or business (in trading cryptocurrencies). If so, then the deduction rules are a lot more generous. Otherwise, there will be quite a few restrictions:a) Losses from cryptocurrency transactions are unlikely to be useable to be set off against income from other sources.b) The losses will …

An Automation Tax- Adopt With Caution, Vincent Ooi

Research Collection Yong Pung How School Of Law

The post highlights three main issues that may result from the rapid and widespread automation of jobs: 1) declining tax revenues; 2) inequitable distribution of gains and losses from automation; and 3) social costs of job displacement, such as social support and retraining programmes for displaced workers.An automation tax may be imposed on a temporary basis to manage (slow) the rate of displacement of workers due to the adoption of automation technologies, but should not be a permanent feature. Otherwise, there will be a risk of loss of competitiveness in the long-term, possibly resulting in even greater economic harm.One main …

Metasoftware: Building Blocks For Legal Technology, Houman Shadab

Seattle Journal of Technology, Environmental, & Innovation Law

This Article develops a novel concept in information technology called “metasoftware.” It then applies the concept of metasoftware to developing legal technology.

Metasoftware enables users to create the software of their choosing and stands in sharp contrast to traditional, functional. Functional software is the default type of software that is currently produced and includes word processing, email, social networking, enterprise resource management, online marketplaces, and video game software. Metasoftware, by contrast, is not functional. Metasoftware presents the user with a blank slate upon which to build functional software.

I argue that software is metasoftware to that extent that (1) it …

International Procurement, Kristina Dahmann, Kirk Marker

The Year in Review

No abstract provided.

International M&A And Joint Ventures, Renata Antiquera, Steven De Schrijver, Vickie De Smet, Gordon N. Cameron, Precia Darshan, Qinghui Miao, Forrest Alogna, Olivia Goudal, Satyajit Gupta, Alessandra Tarissi De Jacobis, Ibrahim Sattout, Laurant Levac, Dania Dib, Eva Das, Ingrid Viertelhauzen, Elena Cuatrecasas, Anna Zorya, Kateryna Zviagina, Vassily Rudomino, Anton Dzhuplin, Adrienne Ellman, Joseph J. Basile

The Year in Review

No abstract provided.

Where The Rainbow Ends: The Hidden Humanitarian Crisis For Members Of The Lgbtqia+ Community In International Business, John R. Krendel

Senior Honors Projects, 2020-current

Before pursuing an international career, members of the LGBTQIA+ community must be aware of the hardship that may be exacerbated by living and working abroad. This study addresses the trends in laws, including employment and anti-discrimination laws, that provide and restrict certain rights of members of the LGBTQIA+ community in eight countries. These nations, both progressive and discriminatory, include the United States, England, Switzerland, Germany, Taiwan, China, the Philippines and Kazakhstan. Eight LGBTQIA+ business professionals spoke on their experiences living and working in each of these countries and provided advice to members of the community wishing to pursue an international …

Don't Forget The "G" In Esg: The Sec And Corporate Governance Disclosure, Jennifer O'Hare

Faculty Publications

For years, many shareholders—both institutional and individual investors—have pressured the Securities and Exchange Commission (“SEC”) to require public companies to disclose more information about the environmental, social, and governance (“ESG”) risks facing the company. However, the SEC has generally refused calls to require public corporations to disclose, for example, how they are addressing climate change or workforce diversity challenges. With a new president in the White House and a new administration at the SEC, the SEC will soon propose new ESG disclosure rules, requiring more information about the “E” and the “S” in ESG. But the SEC has forgotten the …

Theranos: Case Study And Examination Of The Fraud Triangle, Abbey Jennings

Finance Undergraduate Honors Theses

Fraud is a serious issue which carries significant implications. Fraud committed by top level managers is particularly grievous, as it ripples through a firm, harming the company’s shareholders, employees, and credibility, while posing a threat to individuals and society (Zahra, et al.). A common framework in auditing, the fraud triangle, outlines three factors that if present, increase the risk or enable fraud to occur. The three factors are incentive, opportunity, and rationalization to commit fraud (Barlow).

In 2018, the Securities and Exchange Commission (SEC) charged Elizabeth Holmes, founder and CEO of a supposedly groundbreaking health tech company, Theranos, with what …

Mergers, Antitrust, And The Interplay Of Entrepreneurial Activity And The Investments That Fund It, Gary Dushnitsky, D. Daniel Sokol

Vanderbilt Journal of Entertainment & Technology Law

This Article addresses the potentially negative implications of proposed antitrust legislation on the entrepreneurial ecosystem in general, with a particular focus on the venture capitalists (VCs) that fund it. First, it offers a review of how antitrust merger law currently works and how proposed legislative changes to antitrust may threaten the innovative Venture Capital (VC)-backed ecosystem that has made the United States the center of global innovation across many different industries. Accompanying this review are some empirical observations. Second, recognizing that the understanding of innovative entrepreneurial activity calls for a deep appreciation of those who back it, the Article also …

New Assets, (Largely) Same Old Rules: The Taxation Of Digital Tokens, Vincent Ooi

Research Collection Yong Pung How School Of Law

In this blog post, I highlight the fact that across jurisdictions, tax provisions specifically drafted to address the taxation of digital tokens are still quite rare, meaning that existing orthodox tax rules will have to be applied. However, care must be taken when applying tax provisions and one must be aware of the limits of "reasoning by analogy".Some tax provisions make reference to specific assets or asset classes and it cannot be assumed that digital tokens which look very similar to these assets will inevitably fall under those provisions. For example, no matter how much a digital payment token looks …

Guide On The Treatment Of Insolvent Micro And Small Enterprises In Asia, Aurelio Gurrea-Martinez

Research Collection Yong Pung How School Of Law

Micro and small enterprises (MSEs) represent the vast majority of businesses in all jurisdictions in Asia. Despite the economic relevance of MSEs and the importance of the insolvency process, most Asian jurisdictions do not have insolvency frameworks that are suitable for MSEs. The COVID-19 pandemic has further exacerbated the woes of these businesses. This Guide is thus prepared with a view of seeking to provide a set of principles or policy recommendations for the implementation of an efficient and effective insolvency framework for MSEs in Asia. These principles or policy recommendations include five key principles suggested for adoption by jurisdictions …

Sustainability And Corporate Governance In Latin America, Aurelio Gurrea-Martinez

Research Collection Yong Pung How School Of Law

Despite the shareholder-oriented corporate governance model that, with a few exceptions, prevails in Latin America, the regulatory framework for businesses in most Latin American countries includes many stakeholder-oriented provisions.

Galaxy Next Generation, Inc., Order On Defendant/Counterclaim Plaintiff's Motion To Compel And Order Granting The Galaxy Parties/ Motion For Entry Of A Protective Order And Order Setting Hearing, Kelly L. Ellerbe

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.