Business Organizations Law Commons^™

Market Myopia’S Climate Bubble, Madison Condon

Utah Law Review

A growing number of financial institutions, ranging from BlackRock to the Bank of England, have warned that markets may not be accurately incorporating climate change-related risks into asset prices. This Article seeks to explain how this mispricing occurs, drawing from scholarship on corporate governance and the mechanisms of market (in)efficiency. Market actors: (1) Lack the fine-grained asset-level data they need in order to assess risk exposure; (2) Continue to rely on outdated means of assessing risk; (3) Have misaligned incentives resulting in climate-specific agency costs; (4) Have myopic biases exacerbated by climate change misinformation; and (5) Are impeded by captured …

Voices From Below—Africa’S Contribution To The Development Of The Norm Of Corporate Responsibility To Respect Human Rights, Akinwumi Olawuyi Ogunranti

PhD Dissertations

The long conversations about corporate responsibility predominantly take place in forums and conferences in the Global North. Yet, the majority of the human rights abuses and their impacts are felt by peasants, farmers, children, and women in local communities in the Global South who do not have a voice in the institutionalized governance systems that animate global affairs. This thesis answers the question of how norms and human rights institutions in Africa can influence the corporate responsibility to respect (CR2R) norm as embedded in pillar II of the United Nations Guiding Principles on Business and Human Rights. Through the theory …

Appraisal Rights And "Fair Value", Steven Cleveland

Faculty Articles

Appraisal rights (or dissenter's rights) entitle a shareholder to the judicially determined "fair value" of her shares upon the occurrence of a merger that she does not support. Once a quiet corner of corporate law, appraisal rights have recently given rise to significant litigation and a growing body of scholarship. Whereas existing scholarship commonly has focused on improvements to be implemented by the judiciary, I propose a legislative improvement. In appraising "fair value," courts have failed to give force to the legislative mandate to "exclude any element of value arising from the accomplishment or expectation of the merger," which has …

The Corporate Criminal Misconducts Against The Environment: The Comparative Study Of Indonesia, Thailand, And South Africa, Fachrian Rizki

Chulalongkorn University Theses and Dissertations (Chula ETD)

Article 96 Subsection (b), Article 151 and Article 161B of the Act Number 3 of 2020 on the Amendment of the Act Number 4 of 2009 on Mineral and Coal Mining of Indonesia create a strong foundation for the regulation and punishment of negligence of corporate post-mining obligations against the environment. Accordingly, if a corporation fails to comply with its post-mining obligations against the environment, the corporation will be subjected to a combined imposition of administrative and criminal sanctions. However, it is argued that the imposition of both administrative and criminal sanctions on the corporation and its responsible officers is …

A Comparative Study Of Consumer Protection Regulation In The Case Of Online Influencers' Hidden Advertisement: Towards The Development Of A Universal Regulatory Framework, Shuang Liang

Chulalongkorn University Theses and Dissertations (Chula ETD)

Social media has become highly influential, with statistics showing that TikTok, one of the leading social media platforms, has over 600 million active users. The popularity of these platforms has led to a rise of "influencers" who are individuals with a strong targeted audience of followers, carefully built through their online activities such as posting photographs and short videos on the platforms. As their posts attract significant attention from their followers, the influencers may, in return for commercial products being featured on their posts, receive benefits which mainly include direct financial benefits, and indirect financial benefits such as free products. …

Toward Transparency : A Study On The Governance Of Investment Infrastructure Funds In Transportation Projects In Indonesia, Tanty Larasati

Chulalongkorn University Theses and Dissertations (Chula ETD)

This research examines information transparency on the governance of infrastructure investment funds in Indonesia, including the contrast with the concepts of collective investment schemes, European Long-Term Investment Fund, and infrastructure funds in Thailand. The hypothesis of this study is that the regulatory framework of infrastructure investment funds in Indonesia is less comprehensive in enabling the availability and clarity of information for investors’ informed decisions, compared to such concepts. Correspondingly, it finds that information asymmetry occurred due to minimal access and amount of information for assessment. The parties interested in this transaction tend to withhold their key concerns or disseminate them …

Existence And Enforcement Of A Right To Be Forgotten In China, Yue Zhen

Chulalongkorn University Theses and Dissertations (Chula ETD)

This research examines establishment and enforcement of the right to be forgotten under the Chinese legal system, including the origin and characteristics of the "right to be forgotten", as well as the regulations on "erasure" in China. It finds that protection challenges stem from the fact that personal data can be publicly accessible online. In addition, different countries, which are electronically connected through the internet, may have different legal protection measures for a right to be forgotten. In China, a legislative protection on a right to be forgotten is relatively weak. Firstly, compared with the General Data Protection Regulation (GDPR), …

Changemakers: The Line Between Talent And Desire, Roger Williams University School Of Law

Life of the Law School (1993- )

No abstract provided.

Fit For Its Ordinary Purpose: Implied Warranties And Common Law Duties For Consumer Finance Contracts, Edward J. Janger, Susan Block-Lieb

Faculty Scholarship

No abstract provided.

How Can Federal Actors Compete On Noncompetes? Examining The Need For And Possibility Of Federal Action On Noncompetition Agreements, Robert Mcavoy

Dickinson Law Review (2017-Present)

Employees have been frustrated by the restrictiveness of noncompete agreements and confused about their enforceability for decades. The added complication of choice-of-law provisions in employment contracts with noncompetes creates a sea of unpredictability for both employees and employers.

Each state applies its own policy to noncompete agreements. While every state treats noncompetes differently than typical contract provisions, a broad spectrum exists between the states that are friendly and those that are hostile to the enforcement of noncompetes. Employees and employers often fail to understand whether their noncompete is enforceable under the jurisdiction chosen by the contract, and courts override choice-of-law …

Against Corporate Activism: Examining The Use Of Corporate Speech To Promote Corporate Social Responsibility, W.C. Bunting

Oklahoma Law Review

No abstract provided.

The Educated Retail Investor: A Response To "Regulating Democratized Investing", Sergio Alberto Gramitto Ricci, Christina M. Sautter

Faculty Works

The diffusion of mobile-first investing apps, like Robinhood, has increased retail investor participation in financial markets, particularly from the Millennial and GenZ generations, and has increased the diversity of retail investors. However, mobile-first investing apps are not free from controversy. In Regulating Democratized Investing, Abraham Cable tackles the debate on regulating mobile-first investing apps and largely opposes paternalistic regulation, which would raise unsurmountable barriers at the entrance of the stock market for retail investors. But it concedes to a form of regulation that in Cable’s own words “serves ultra-retail investors a modest portion of what they really want.” We strongly …

Virtual Annual Meetings: A Path Toward Shareholder Democracy And Stakeholder Engagement, Yaron Nili, Megan Wischmeier Shaner

Faculty Articles

From demanding greater executive accountability to lobbying for social and environmental policies, shareholders influence how managers run modern companies. In corporate doctrine, the principal venue reserved for shareholders to influence and engage with management and each other is the annual shareholders meeting. Historically, the annual meeting was a vibrant forum for shareholder democracy and occasionally even a platform for debating pressing social issues. For decades, however, the role of the annual meeting in corporate governance has been in decline, resulting in today’s largely pro forma annual meetings. This Article explores how technological integration can resurrect the annual meeting as the …

Water In The Time Of Covid: Water Insecurity, Privatization, And Establishment Of The Human Right To Water, Liza Sternik

University of San Francisco Law Review

No abstract provided.

The Common Law And The Self-Driving Car, Mbilike M. Mwafulirwa

University of San Francisco Law Review

No abstract provided.

Points Of No Return: How The Ninth Circuit’S New Voluntary Undertaking Doctrine Changes Return-To-Play In Sports, Sam C. Ehrlich

University of San Francisco Law Review

No abstract provided.

“Over-Stressed” Vines Produce No Wines, Whereas “Under-Stressed” Vines Mass Produce: Consolidation, Anti-Competition, And The Fall Of The Family Winery, Elyse Gottschalk

University of San Francisco Law Review

No abstract provided.

Moonshots, Matthew Wansley

Articles

In the last half-century, technological progress has stagnated. Rapid advances in information technology disguise the slow pace of productivity growth in other fields. Reigniting technological progress may require firms to invest in moonshots—long-term projects to commercialize innovations. Yet all but a few giant tech firms shy away from moonshots, even when the expected returns would justify the investment. The root of the problem is corporate structure. The process of developing a novel technology does not generate the kind of interim feedback that shareholders need to monitor managers and managers need to motivate employees. Managers who anticipate these agency problems invest …

Artificially Intelligent Boards And The Future Of Delaware Corporate Law, Christopher Bruner

Scholarly Works

The prospects for Artificial Intelligence (AI) to impact the development of Delaware corporate law are at once over- and under-stated. As a general matter, claims to the effect that AI systems might ultimately displace human directors not only exaggerate the foreseeable technological potential of these systems, but also tend to ignore doctrinal and institutional impediments intrinsic to Delaware's competitive model – notably, heavy reliance on nuanced and context-specific applications of the fiduciary duty of loyalty by a true court of equity. At the same time, however, there are specific applications of AI systems that might not merely be accommodated by …

Regulating Dynamic Risk In Changing Market Conditions, Susan Navarro Smelcer, Anne M. Tucker, Yusen Xia

Scholarly Works

How successful are the SEC's attempts to regulate dynamic risk in financial markets? Using mutual fund disclosure data from two financial shocks-the Puerto Rican debt crisis and COVID- 19-this Article finds evidence that SEC open-ended regulations, like the obligation to disclose changing market conditions, are largely successful in capturing dynamic, future risk. Funds engage in wide- spread and, often, detailed disclosures for new risks-although these disclosures vary widely in specificity. But not all funds dis- close new risks. This creates perverse incentives for funds to opt out of disclosure or downplay threats with boilerplate language when new risks are emerging. …