Hidden Agendas In Shareholder Voting,
2022
Boston University School of Law
Hidden Agendas In Shareholder Voting, Scott Hirst, Adriana Z. Robertson
Faculty Scholarship
Nothing in either corporate or securities law requires companies to notify investors what they will be voting on before the record date for a shareholder meeting. We show that, overwhelmingly, they do not. The result is “hidden agendas”: for 88% of shareholder votes, investors cannot find out what they will be voting on before the record date. This poses an especially serious problem for investors who engage in securities lending: they must decide whether the expected benefit of voting exceeds the expected benefit of continuing to lend their shares (or making them available for lending) without knowing what they will …
The Implications Of Corporate Political Donations,
2022
University of Nevada, Las Vegas -- William S. Boyd School of Law
The Implications Of Corporate Political Donations, Benjamin P. Edwards
Scholarly Works
No abstract provided.
Developments In The Laws Affecting Electronic Payments And Financial Services,
2022
Indiana University Maurer School of Law
Developments In The Laws Affecting Electronic Payments And Financial Services, Sarah Jane Hughes, Stephen T. Middlebrook, Tom Kierner
Articles by Maurer Faculty
The past year proved to be a busy period for the regulation of electronic payments and financial services. In this year’s survey, we discuss rulemakings, enforcement actions, and other litigation that has significantly impacted the law governing payments and financial services. Part II addresses the ongoing fight between federal and state authorities over which should properly regulate Fin- Tech entities and describes some new steps the Office of the Comptroller of the Currency (“OCC”) has taken to assert its authority in this area. Part III details an enforcement action that California regulators took against a FinTech company they determined had …
Moby-Dick As Corporate Catastrophe: Law, Ethics, And Redemption,
2021
University of Cincinnati College of Law
Moby-Dick As Corporate Catastrophe: Law, Ethics, And Redemption, David Yosifon
University of Cincinnati Law Review
Herman Melville’s Moby-Dick serves here as a vehicle through which to interrogate core features of American corporate law and excavate some of the deeper lessons about the human soul that lurk behind the pasteboard mask of the law’s black letter. The inquiry yields an illuminating vantage on the ethical consequences of corporate capital structure, the law of corporate purpose, the meaning of voluntarism, the ethical stakes of corporate fiduciary obligations, and the role of lawyers in preventing or facilitating corporate catastrophe. No prior familiarity with the novel or corporate law is required.
Protecting The Throne: The Third Circuit's Decision To Preserve Sovereign Immunity In Gentile V. Sec,
2021
Villanova University Charles Widger School of Law
Protecting The Throne: The Third Circuit's Decision To Preserve Sovereign Immunity In Gentile V. Sec, Ryan Brady, John Reid
Villanova Law Review (1956 - )
No abstract provided.
Publicly Traded Justice,
2021
University of Miami School of Law
Publicly Traded Justice, Samuel Ludington
University of Miami Business Law Review
Private prisons, like hotels, are most profitable when they are at maximum occupancy and their guests stay for longer periods of time. Because the business-model for private prisons is predicated on incarceration rates dictated by public policy, one would presume that private prison corporations expend great resources to advocating for stricter criminal laws and sentencing. This note explores the role of political lobbying and campaign contributions of private prison corporations to see if a correlative relationship exists between their advocacy and stricter crime laws. Part I of the note provides a history of private prisons in America and explores the …
Regulation Best Interest: Is The Sec Finally Choosing Main Street Over Wall Street?,
2021
University of Miami School of Law
Regulation Best Interest: Is The Sec Finally Choosing Main Street Over Wall Street?, Ana Marcos
University of Miami Business Law Review
No abstract provided.
Analysis Of Section 230 Under A Theory Of Premises Liability: A Focus On Herrick V.Grindr And Daniel V. Armslist,
2021
University of Miami School of Law
Analysis Of Section 230 Under A Theory Of Premises Liability: A Focus On Herrick V.Grindr And Daniel V. Armslist, Kassandra C. Cabrera
University of Miami Business Law Review
Section 230 of the Communications Decency Act (“CDA”) has been held to give online service providers acting as interactive computer services sweeping immunity for content posted on their platforms. The intention behind the creation of Section 230 was not to immunize online service providers from all liability. Rather, Section 230 was enacted to protect online intermediaries acting as “Good Samaritans” – those who made “good faith” efforts to restrict unlawful or harmful content, but due to the breadth of the internet and advancements in technology over or under-filtered content on their platforms. This note outlines an approach for courts to …
Ftc Enforcement Authority In The Modern Era: A Commission In Crisis?,
2021
University of Miami School of Law
Ftc Enforcement Authority In The Modern Era: A Commission In Crisis?, Brandon Mantilla
University of Miami Business Law Review
This note provides a brief history of the Federal Trade Commission (FTC)’s enforcement authority before analyzing the U.S. Court of Appeals for the seventh Circuit’s circuit-splitting decision in FTC v. Credit Bureau Center, LLC. As the Supreme Court prepares to tackle questions surrounding authority to seek monetary relief, I contextualize how enforcement authority has historically been derived before analyzing how the issue may be resolved. Doing so involves engaging several cases that may prove consequential in determining the outcome and outlines potential legislative solutions to the battle over restitution. Before arriving at the most likely scenarios, a view of the …
Proving Economic Loss For In-And-Out Traders In Light Of First Solar,
2021
University of Miami School of Law
Proving Economic Loss For In-And-Out Traders In Light Of First Solar, Daniel Roy Settana Iii
University of Miami Business Law Review
Federal courts have grappled with the issue of whether or not to include in-and-out traders in federal securities class action lawsuits. One set of courts has excluded in-and-out traders on the grounds that they could not prove loss causation, while another set of courts has included in-and-out traders because of the possibility that they could prove that they had suffered a loss. In Mineworker’s Pension Scheme versus First Solar, Inc., the Ninth Circuit recently addressed what should be the correct standard for loss causation. While the Ninth Circuit’s decision resolved its own intra-circuit split, the Court’s decision widened an already …
The Occ Fintech Charter And The Bank Holding Company Act,
2021
American University Washington College of Law
The Occ Fintech Charter And The Bank Holding Company Act, Lauren Bomberger
University of Miami Business Law Review
The definition of a bank under the Bank Holding Company Act of 1956 (“BHCA”) has changed several times since the statute was first enacted. Congress has identified a number of underlying rationales for applying the BHCA to certain entities thus necessitating a change in the definition. Recent innovations in technology, however, have made it challenging to adapt the U.S. financial regulatory regime to these advances, particularly for the financial technology (“FinTech”) industry. The Office of the Comptroller of the Currency’s (“OCC”) FinTech charter is one example of an attempt by a U.S. financial regulator to grapple with emerging technologies in …
Good Corporate Governance Policies And Disclosure Mechanisms In Startup Companies,
2021
Columbia University
Good Corporate Governance Policies And Disclosure Mechanisms In Startup Companies, Yahel Kaplan
University of Miami Business Law Review
In the past decades, particularly following the collapse of huge corporation such as WorldCom and Enron due to dubious or illegal financial management, countries began gradually increasing the oversight of publicly traded companies with few jurisdictions conjuring recommended corporate governance codes (RCGC) to ensure sufficient oversight, reduce manager’s ability to loot their companies, and ensure that shareholders’ and stakeholders’ interests are monitored effectively by companies. While RCGC was intended namely for public company, several organizations called for the adoption of RCGC in startup companies. Startup companies suffer from various failures which the classic corporate laws are not equipped to address …
Lessons For Today By The Deregulation Of Yesteryear: Analyzing Modern Capital Market Deregulation With Historical Examples,
2021
University of Miami School of Law
Lessons For Today By The Deregulation Of Yesteryear: Analyzing Modern Capital Market Deregulation With Historical Examples, Jordan J. Saddoris
University of Miami Business Law Review
Financial market regulators in the US have proposed cutting down their own rulebooks in recent years. However, when it comes to deregulating modern capital markets, the outcomes of historical alterations of similar natures should serve as lessons in what works and what doesn’t. This comment analyzes three modern-day proposals to deregulate US financial markets, using historical actions to argue for the likely efficacy of each.
With Coronavirus Ravaging The Economy, Congress Shows Highest Tax Priorities: An Exploration Of The Provisions In The Cares Act And Beyond,
2021
University of Wisconsin-Whitewater
With Coronavirus Ravaging The Economy, Congress Shows Highest Tax Priorities: An Exploration Of The Provisions In The Cares Act And Beyond, Paul Nylen, Brian Huels, Shane Wheeler
University of Miami Business Law Review
The virus known as SARS–CoV–21 (Coronavirus) swept over the United States in ways that no other crisis has affected modern society. While the Spanish Flu of 1918 has often been cited for its pandemic similarities to the Coronavirus, from an economic standpoint the attacks of September 11, 2001, and the Great Recession of 2008 are perhaps the Coronavirus’s best analogy for the modern economic carnage that has occurred. In those previous events, Congress responded with sweeping legislation like Dodd–Frank and the Patriot Act. With the Coronavirus, Congress responded with the CARES Act. Within the CARES Act are historical changes to …
Autonomous Corporate Personhood,
2021
University of Washington School of Law
Autonomous Corporate Personhood, Carla L. Reyes
Washington Law Review
Several states have recently changed their business organization law to accommodate autonomous businesses—businesses operated entirely through computer code. A variety of international civil society groups are also actively developing new frameworks— and a model law—for enabling decentralized, autonomous businesses to achieve a corporate or corporate-like status that bestows legal personhood. Meanwhile, various jurisdictions, including the European Union, have considered whether and to what extent artificial intelligence (AI) more broadly should be endowed with personhood to respond to AI’s increasing presence in society. Despite the fairly obvious overlap between the two sets of inquiries, the legal and policy discussions between the …
Business Judgment Rule Or Due Diligence? How To Reduce Vicarious Liability For Spac Directors And Officers,
2021
University of Arkansas Little Rock
Business Judgment Rule Or Due Diligence? How To Reduce Vicarious Liability For Spac Directors And Officers, Beau Duty
University of Arkansas at Little Rock Law Review
No abstract provided.
Business Associations,
2021
Mercer University School of Law
Business Associations, Stuart E. Walker
Mercer Law Review
This Article surveys some noteworthy cases involving corporations and limited liability companies decided by the Georgia Court of Appeals between June 1, 2020, and May 31, 2021.
Corporations Without Representation: The Constitutionality Of Gender Diversity Mandates,
2021
SJ Quinney College of Law, University of Utah
Corporations Without Representation: The Constitutionality Of Gender Diversity Mandates, Talley Ransil
Utah Law Review
Biases and structural barriers contribute to the glacial pace at which women are represented on corporate boards. Even though companies with at least one female board of director outperform companies with no female directors, women only held 20% of board of director positions in 2019. Companies nationwide would not reach gender equality in the boardroom for decades without legally enforceable gender diversity requirements. In response, California Senator Jackson proposed SB 826—requiring California-based publicly held corporations to include at least one woman on their board of directors. However, conservative legal organizations filed lawsuits claiming California’s gender diversity mandate violates the California …
Roberta Karmel And The "Brooklyn School",
2021
Brooklyn Law School
Roberta Karmel And The "Brooklyn School", Edward J. Janger
Brooklyn Journal of Corporate, Financial & Commercial Law
In this contribution, Professor Janger describes Roberta Karmel’s extraordinary contributions to the intellectual, scholarly, and institutional life of Brooklyn Law School.
Full Of Questions And Wonder: Roberta Karmel's Legacy,
2021
Brooklyn Law School
Full Of Questions And Wonder: Roberta Karmel's Legacy, Alan R. Palmiter
Brooklyn Journal of Corporate, Financial & Commercial Law
Roberta Karmel has been perhaps the keenest observer and commentator on the securities industry and its regulation for the past five decades. Her observations about securities regulation—during the SEC’s precocious adolescence and into its young adulthood—have framed the academic inquiry of all of us who have written on the subject during this period. But more valuable to us than her observations have been her questions, full of wonder and penetrating insight. We securities academics, the enterprise of securities regulation, and especially market capitalism, all owe an enormous debt of gratitude to Professor Karmel.
