Business Organizations Law Commons^™

Transnational Anti-Bribery Law, Kevin E. Davis, Veronica Root Martinez

Faculty Scholarship

This chapter focuses on private firms’ compliance with norms concerning transnational bribery. It begins with an overview of the regulatory context and obstacles to effective enforcement of norms against transnational bribery. It then reviews how compliance is defined, how it ought to be defined, and obstacles to the achievement of optimal compliance. Finally, it ends by focusing on the next steps forward in this space: (1) greater information sharing from private firms to outsiders in order to better analyze and evaluate the current efficacy of compliance programs targeting anti-bribery, and (2) increased coordination between enforcement agencies at the national and …

The Seventh Circuit Missed The Bullseye In Walleye, Peter Rosenberg

Fordham Journal of Corporate & Financial Law

The structure of agency relationships in a transaction should have no bearing on the outcome when the only difference between two hypothetical transactions is solely the facial structure. In the same vein, investor protection is at the forefront of the securities laws; commonly used limiting language for market announcements should not be enough to absolve a company from fraudulent disclosures, e.g., “preliminary results.”

In Walleye Trading LLC v. AbbVie, Inc., a Seventh Circuit decision, the Court did the opposite and found that, based on pleadings at the motion to dismiss stage, an issuer is not liable for the misstatements …

Digitizing The Dollar: Privacy Considerations And Policy Prescriptions For A U.S. Central Bank Digital Currency, Gina Ahmar

UC Law Business Journal

No abstract provided.

Is Online Sport Betting Illegal In California?, James Fischer

UC Law Business Journal

No abstract provided.

Who Makes Esg? Understanding Stakeholders In The Esg Debate, Matthew Diller, Stephanie Betts, Lorenzo Corte, David M. Silk, Scott V. Simpson, Lisa M. Fairfax, Carmen X. W. Lu, David H. Webber, Leo E. Strine, Jr., Sean J. Griffith

Fordham Journal of Corporate & Financial Law

No abstract provided.

Fixing Esg: Are Mandatory Esg Disclosures The Solution To Misleading Ratings?, Javier El-Hage

Fordham Journal of Corporate & Financial Law

This Note provides an overview of the debate around the current state of ESG disclosure practices, and the perceived need for the SEC to establish a system of mandatory ESG disclosures. Part I explores the inherent difficulty of defining ESG, the problematic nature of quantifying and measuring ESG factors, and the tools currently being used by market-leading ratings firms and investment vehicles. In particular, this part addresses the inconsistencies of ESG self-reporting, the influence of this practice on the ensuing ratings, and the potential for investors to be misled as a result.

Part II of the Note explores the possible …

Cyber Conflicts In Outer Space: Lessons From Scada Cybersecurity, Roy Balleste

Emory Business Law Review

The story of cybersecurity begins in land. By land, a cyber operations expert would mean the land mass on the surface of the Earth. The great monuments to human achievement surround our daily lives, every hour of every day. These testaments to human ingenuity are not the usual ones known to be appreciated as works of art. The monuments of concern for cybersecurity include, among others, power plants, electrical substations, water dams, water processing plants, auto assembly factories, and satellite ground stations. On January 10, 2014, Australia’s IT News reported that Russian researchers Sergey Gordeychik and Gleb Gritsai discovered vulnerabilities …

Table Of Contents, Seattle University Law Review

Seattle University Law Review

Table of Contents

Masthead

UC Law Business Journal

No abstract provided.

Foreword, Gina Ahmar, Rebecca Siegel

UC Law Business Journal

No abstract provided.

Vertical Mergers In A Model Of Upstream Monopoly And Incomplete Information, Serge Moresi, David Reitman, Steven C. Salop, Yianis Sarafidis

Georgetown Law Faculty Publications and Other Works

We examine the role of private information on the impact of vertical mergers. A vertical merger can improve the information that is available to an upstream monopolist because, after the merger, the monopolist can observe the cost of its downstream merger partner. In the pre-merger world, because the costs of the downstream firms are private information, the monopolist has incomplete information and cannot implement the monopoly outcome: The expected pre-merger equilibrium price of the downstream product is lower than the monopoly price. After a vertical merger, the equilibrium input price that is charged to the downstream rival can either increase …

Changemakers: Coming Full Circle, Roger Williams University School Of Law

Life of the Law School (1993- )

No abstract provided.

Codetermination In Theory And Practice, Grant M. Hayden, Matthew T. Bodie

Faculty Journal Articles and Book Chapters

Codetermination—a system of shared corporate governance between shareholders and workers—has been mostly ignored within the U.S. corporate governance literature. When it has made an appearance, it has largely served as a foil for shareholder primacy and as an example of corporate deviance. However, over the last fifteen years—and especially in the last five—empirical research on codetermination has shown surprising results as to the system’s efficiency, resilience, and benefits to stakeholders.

This Article reviews the extant American legal scholarship on codetermination and provides a fresh look at the current state of codetermination theory and practice. Rather than experiencing the failures predicted …

Autonomous Business Reality, Carla L. Reyes

Faculty Journal Articles and Book Chapters

Society tends to expect technology to do more than it can actually achieve, at a faster pace than it can actually move. The resulting hype cycle infects all forms of discourse around technology. Unfortunately, the discourse on law and technology is no exception to this rule. The resulting discussion is often characterized by two or more positions at opposite ends of the spectrum, such that participants in the discussion speak past each other, rather than to each other. The rich context that sits in the middle ground goes disregarded altogether. This dynamic most recently surfaced in the legal literature regarding …

Choice Of Law And The Preponderantly Multistate Rule: The Example Of Successor Corporation Products Liability, Diana Sclar

Dickinson Law Review (2017-Present)

Most state rules of substantive law, whether legislative or judicial, ordinarily adjust rights and obligations among local parties with respect to local events. Conventional choice of law methodologies for adjudicating disputes with multistate connections all start from an explicit or implicit assumption of a choice between such locally oriented substantive rules. This article reveals, for the first time, that some state rules of substantive law ordinarily adjust rights and obligations with respect to parties and events connected to more than one state and only occasionally apply to wholly local matters. For these rules I use the term “nominally domestic rules …

Untangling Attorney Retainers From Creditor Claims, Cassandra Burke Robertson, Jesse Wynn

Faculty Publications

Clients will often use a retainer to secure an attorney’s representation. But clients in economic distress may have creditors that are eager to access the client’s funds in the attorney’s hands. Attorneys, clients, courts, and regulators have struggled to understand who has the best claim to such retainer funds. In this Article, we attempt to untangle the most common areas of confusion. We conclude that Article 9 of the Uniform Commercial Code (UCC) offers strong protection for an attorney’s interest in client retainers through security interests, even though some courts have misapplied the UCC in this context. Further, we recommend …

All Public, No Benefit: Holding Oklahoma Public Benefit Corporations Accountable, Nicholas A. Muñoz

Oklahoma Law Review

No abstract provided.

You Say Fiduciary, I Say Binary: A Review And Recommendation Of Robo-Advisors And The Fiduciary And Best Interest Standards, Sophia Duffy, Steve Parrish

UC Law Business Journal

Automated investment advice platforms, also known as “roboadvisors”, are investment advice tools that have quickly grown in popularity over the last decade. These sophisticated software platforms allow individuals to receive low-cost financial advice about various financial planning goals, such as creating or adjusting investment portfolios, retirement planning, education funding, and the like, simply by entering asset and demographic information into an online platform. The robo-advisors automatically generate the financial advice based on the data inputs with little to no involvement from a human financial advisor. The allure of these low-cost, easily accessible robo-advisors has captured a large segment of the …

Ab-5 And Drive: Worker Classification In The Gig Economy, Kai Thordarson

UC Law Business Journal

Gig-economy platforms such as Uber and Lyft rely on their drivers as the backbone of their ride-sharing operations. These drivers, typically classified as independent contractors, are in a state of regulatory flux regarding their worker classification. Due to the novelty of the workeremployee relationship in gig-economy platforms, these drivers exist in a regulatory gray area. California, with its very recent (and very controversial) Assembly Bill 5, has changed its operative worker-classification formulation to the worker-friendly “ABC” test in an attempt to statutorily modernize the burgeoning industry. In addition to analyzing the range of tests and their effect on the gig …

Foreword, Lauren Goto, Alex Crutchfield

UC Law Business Journal

No abstract provided.