Business Organizations Law Commons^™

Revisiting The License V. Sale Conundrum, Nancy S. Kim

Loyola of Los Angeles Law Review

This Article seeks to answer a question that has become increasingly more important as commerce moves from the tangible to the intangible—to what extent may a business use a contract to control the use of a fully paid product? The characterization of a transaction as a license or a sale determines what may be done with a product, who controls how the product may be used, and what happens in the event of a dispute. The past generation has seen a seismic shift in the way businesses distribute their products to consumers. Businesses often “license” rather than “sell” their products, …

Fraud Is Now Legal In Texas (For Some People), Val D. Ricks

Texas A&M Law Review

Three intermediate appellate courts in Texas have held that corporate actors— directors, officers, managers, shareholders, and probably common employees and agents—are immune from personal liability for fraud that they themselves commit as long as their deceit relates to or arises from a contractual obligation of the corporation. Similar actors in limited liability companies also enjoy immunity. These courts do not require that the business entities themselves be liable for the fraud. When the entities are not liable, these new holdings leave fraud victims no remedy at all, even if a jury would find fraud. One (or maybe two) Texas appellate …

Horizontal Collusions Organized By Uber: Time For A Change In Canada, Thanh Phan

Canadian Journal of Law and Technology

This paper argues that Uber’s ordinary operation should be characterized as organizing horizontal cartels among drivers that not only fix the fares of ride- hailing services using its platform but also allocate customers. Uber-led cartels, therefore, violate section 45(1) of the Competition Act5 of Canada. In doing so, this paper analyzes the relationships between Uber and drivers and argues that (i) Uber is the organizer of price-fixing and market allocation collusions among drivers, (ii) the collusions are horizontal, and (iii) they are per se illegal.

The first section discusses the general structure of peer-to-peer markets. The second section examines factors …

Regulating Multinational Corporations In International Investment Law And Arbitration: Towards Limiting The Treaty Shopping, Sharaf Khaled Alsharaf

Maurer Theses and Dissertations

This study examines the limitations of treaty shopping in international investment law and arbitration by recognizing some steps and factors that states, especially developing states, and arbitral tribunals may consider regarding the purpose and objective of investment agreements and contracting states’ viewpoints. The focus is solely on the multinational corporation as a corporate investor. To understand these limitations, this study has divided the topic through three separate research questions. The first question is how a state can regulate MNCs in a way that limits their ability to practice treaty shopping, whether domestically or internationally via BITs or regional investment agreement, …

Recalibrating A Doctor’S Duty To Advise, Kee Yang Low

Research Collection Yong Pung How School Of Law

Section 37 of the Civil Law ActThe past two decades have witnessed significant developments in the area of a doctor’s duty to advise his patient. Whilst observers are still digesting the full implications of the Hii Chii Kok modifications to the Montgomery test, the legal position has been altered yet again, this time by the statutory addition of s 37 of the Civil Law Act. This article examines the changes and their implications.

In Defense Of Breakups: Administering A “Radical” Remedy, Rory Van Loo

Faculty Scholarship

Calls for breaking up monopolies—especially Amazon, Facebook, and Google—have largely focused on proving that past acquisitions of companies like Whole Foods, Instagram, and YouTube were anticompetitive. But scholars have paid insufficient attention to another major obstacle that also explains why the government in recent decades has not broken up a single large company. After establishing that an anticompetitive merger or other act has occurred, there is great skepticism of breakups as a remedy. Judges, scholars, and regulators see a breakup as extreme, frequently comparing the remedy to trying to “unscramble eggs.” They doubt the government’s competence in executing such a …

Afghanistan's New Vat, Part 1: Invoice Matching Or A Unitary Digital Invoice, Richard Thompson Ainsworth, Musaad Alwohaibi, Andrew Leahey, Yujin Li, Haseena Rahman

Faculty Scholarship

In the summer of 1990 two groundbreaking articles on business process re-engineering (BPR) were published, one by Thomas H. Davenport (a professor in information technology at Babson College) in the MIT Sloan Management Review, the other by Michael Hammer (a professor of computer science at MIT) in the Harvard Business Review. BPR is a management strategy that analyzes IT-intensive workflow designs and business processes within an organization.

On December 21, 2020 (Jadi 1, 1399) Afghanistan was scheduled to implement a 10% VAT. It has been delayed one year by the pandemic. When it does implement, Afghanistan will have significant workflow …

Strategic Jubilee Holdings Order On Plaintiffs’ Motion For Partial Summary Judgment, Kelly Lee Ellerbee

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

No abstract provided.

Enough Is As Good As A Feast, Noah C. Chauvin

Seattle University Law Review

Ipse Dixit, the podcast on legal scholarship, provides a valuable service to the legal community and particularly to the legal academy. The podcast’s hosts skillfully interview guests about their legal and law-related scholarship, helping those guests communicate their ideas clearly and concisely. In this review essay, I argue that Ipse Dixit has made a major contribution to legal scholarship by demonstrating in its interview episodes that law review articles are neither the only nor the best way of communicating scholarly ideas. This contribution should be considered “scholarship,” because one of the primary goals of scholarship is to communicate new ideas.

A Purpose-Based Theory Of Corporate Law, Asaf Raz

Villanova Law Review (1956 - )

No abstract provided.

J.P. Carey Enterprises Amended Order On Cross Motions For Summary Judgment, Kelly Lee Ellerbee

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

No abstract provided.

Notice Risk And Registered Agency, Andrew K. Jennings

Faculty Scholarship

No abstract provided.

Blockchain Stock Ledgers, Kevin V. Tu

Indiana Law Journal

American corporate law contains a seemingly innocuous mandate. Corporations must maintain appropriate books and records, including a stock ledger with the corporation's shareholders and stock ownership. The importance of accurate stock ownership records is obvious. Corporations must know who owns each of its outstanding shares at any point in time. Among other things, this allows corporations to determine who receives dividends and who is entitled to vote. In theory, keeping accurate records of stock ownership should be a simple matter. But despite diligent efforts, serious share discrepancies plague corporations, and reconciliation is often functionally impossible. Doing so may require the …

A False Sense Of Security: How Congress And The Sec Are Dropping The Ball On Cryptocurrency, Tessa E. Shurr

Dickinson Law Review (2017-Present)

Today, companies use blockchain technology and digital assets for a variety of purposes. This Comment analyzes the digital token. If the Securities and Exchange Commission (SEC) views a digital token as a security, then the issuer of the digital token must comply with the registration and extensive disclosure requirements of federal securities laws.

To determine whether a digital asset is a security, the SEC relies on the test that the Supreme Court established in SEC v. W.J. Howey Co. Rather than enforcing a statute or agency rule, the SEC enforces securities laws by applying the Howey test on a fact-intensive …

Antitrust Changeup: How A Single Antitrust Reform Could Be A Home Run For Minor League Baseball Players, Jeremy Ulm

Dickinson Law Review (2017-Present)

In 1890, Congress passed the Sherman Antitrust Act to protect competition in the marketplace. Federal antitrust law has developed to prevent businesses from exerting unfair power on their employees and customers. Specifically, the Sherman Act prevents competitors from reaching unreasonable agreements amongst themselves and from monopolizing markets. However, not all industries have these protections.

Historically, federal antitrust law has not governed the “Business of Baseball.” The Supreme Court had the opportunity to apply antitrust law to baseball in Federal Baseball Club, Incorporated v. National League of Professional Baseball Clubs; however, the Court held that the Business of Baseball was not …

Real Insider Trading, Michael A. Perino

Washington and Lee Law Review

In popular rhetoric, insider trading cases are about leveling the playing field between elite market participants and ordinary investors. Academic critiques vary. Some depict an untethered insider trading doctrine that enforcers use to expand their power and enhance their discretion. Others see enforcers beset with agency cost problems who bring predominantly simple, easily resolved cases to create the veneer of vigorous enforcement. The debate has, to this point, been based mostly on anecdote and conjecture rather than empirical evidence. This Article addresses that gap by collecting extensive data on 465 individual defendants in civil, criminal, and administrative actions to assess …

The Independent Board As Shield, Gregory H. Shill

Washington and Lee Law Review

The fiduciary duty of loyalty bars CEOs and other executives from managing companies for personal gain. In the modern public corporation, this restriction is reinforced by a pair of institutions: the independent board of directors and the business judgment rule. In isolation, each structure arguably promotes manager fidelity to shareholder interests—but together, they enable manager prioritization. This marks a particularly striking turn for the independent board. Its origin story and raison d’être lie in protecting shareholders from opportunism by managers, but it functions as a shield for managers instead.

Numerous defects in the design and practice of the independent board …

Warranty, Product Liability And Transaction Structure: The Problem Of Amazon, Edward J. Janger, Aaron D. Twerski

Faculty Scholarship

No abstract provided.

Boards In Information Governance, Faith Stevelman, Sarah C. Haan

Articles & Chapters

No abstract provided.

International Standards: Catalyst Or Barrier For Innovative Entrepreneurship In Singapore?, Tan K. B. Eugene

Research Collection Yong Pung How School Of Law

This research, under the Competition and Consumer Commission of Singapore inaugural Research Grant 2018, considers whether and how international standards, specifically those of the International Organization for Standardization (ISO), can function as a catalyst or barrier to innovative entrepreneurship in Singapore. It also interrogates how private (and quasi-public regulation) affect competition and whether such barriers are anti-competitive. In essence, while innovation and entrepreneurship are necessary, they may not be sufficient in ensuring that a product or service is competitive and able to access export markets. The growing movement towards and the expectation of businesses engaging in responsible behaviour has led …