How To Choose The Right Business Organization Form,
2020
CUNY Guttman Community College
How To Choose The Right Business Organization Form, Anjelica Cappellino
Open Educational Resources
No abstract provided.
Ruby Tuesday Order On Petitioner’S Motion For Protective Order,
2020
Fulton County Superior Court Judge
Ruby Tuesday Order On Petitioner’S Motion For Protective Order, John J. Goger
Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions
No abstract provided.
Johnson Order Denying Successor Trustee’S Motion,
2020
Fulton County Superior Court Judge
Johnson Order Denying Successor Trustee’S Motion, Kelly Lee Ellerbee
Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions
No abstract provided.
The Lost Lessons Of Shareholder Derivative Suits,
2020
University of Richmond School of Law
The Lost Lessons Of Shareholder Derivative Suits, Jessica Erickson
Washington and Lee Law Review
Merger litigation has changed dramatically. Today, nearly every announcement of a significant merger sparks litigation, and these cases look quite different from merger cases in the past. These cases are now filed primarily outside of Delaware, they typically settle without shareholders receiving any financial consideration, and corporate boards now have far more ex ante power to shape these cases. Although these changes are often heralded as unprecedented, they are not. Over the past several decades, derivative suits experienced many of the same changes. This Article explores the similarities between the recent changes in merger litigation and the longer history of …
Contract Design, Default Rules, And Delaware Corporate Law,
2020
George Washington University Law School
Contract Design, Default Rules, And Delaware Corporate Law, Jeffrey Manns, Robert Anderson
Washington and Lee Law Review
Incomplete contract theory recognizes that contracts cannot be comprehensive and that state law necessarily has to fill in gaps when conflicts arise. The more complex the transaction, the more that lawyers face practical constraints that force them to limit the scope of drafting and broadly rely on legal defaults and open-ended terms to plug holes and address contingencies. In theory Delaware law serves as lawyers’ preferred jurisdiction and forum for merger and acquisition (M&A) transactions and other high-end corporate deals because of the state’s superior default rules for corporate law and its judiciary’s expertise in discerning the “hypothetical bargain” of …
Delaware As Deal Arbiter,
2020
Louisiana State University Law Center
Delaware As Deal Arbiter, Christina M. Sautter
Washington and Lee Law Review
Most would agree that the Delaware courts are the leading jurists in the resolution of corporate conflicts, particularly in the Mergers & Acquisitions (M&A) context. Arguably a greater role that Delaware plays is that of a norm setter, both with respect to the expectations of management conduct in the M&A process and with respect to deal terms, particularly deal protection devices. Like in any relationship, there is a “give and take” between practitioners and Delaware. That is, practitioners are “on the front lines,” often innovating with respect to new deal structures and deal terms. After some time, Delaware has the …
Bankruptcy For Cannabis Companies: Canada's Newest Export?,
2020
Osgoode Hall Law School of York University
Bankruptcy For Cannabis Companies: Canada's Newest Export?, Stephanie Ben-Ishai
Articles & Book Chapters
No abstract provided.
Foreword,
2020
UC Law SF
Adversarial Failure,
2020
University of Nevada, Las Vegas
Adversarial Failure, Benjamin P. Edwards
Washington and Lee Law Review
Investors, industry firms, and regulators all rely on vital public records to assess risk and evaluate securities industry personnel. Despite the information’s importance, an arbitration-facilitated expungement process now regularly deletes these public records. Often, these arbitrations recommend that public information be deleted without any true adversary ever providing any critical scrutiny to the requests. In essence, poorly informed arbitrators facilitate removing public information out of public databases. Interventions aimed at surfacing information may yield better informed decisions. Although similar problems have emerged in other contexts when adversarial systems break down, the expungement process to purge information about financial professionals provides …
The Ethics Of Governance,
2020
UC Law SF
The Ethics Of Governance, Justice Gordon Goodman
UC Law Business Journal
This Article discusses the need for a board of last resort to set financial values during periods of extreme economic stress, i.e., the “liquidity black hole” events. The purpose of this proposed board, the “Independent Treasury Board,” would be to address valuation uncertainty during bust periods immediately following major financial crises.
If an Independent Treasury Board existed prior to 2008, it could have helped rein in some valuations that were among the causes for the Great Recession. More importantly, it could have quickened recovery from the Great Recession during the period immediately following the financial crisis by shortening the period …
Masthead,
2020
UC Law SF
Women And (In)Justice: The Effects Of Employer Implicit Bias And Judicial Discretion On Title Vii Plaintiffs,
2020
UC Law SF
Women And (In)Justice: The Effects Of Employer Implicit Bias And Judicial Discretion On Title Vii Plaintiffs, Kya Rose Coletta
UC Law Business Journal
Current disparate treatment jurisprudence requires a plaintiff to prove that her employer intentionally discriminated based on sex, ignoring the social cognitive view that emphasizes the role of unconscious, unintentional mental processes. Women are unable to reach the top- tiers of the legal profession, like partnership, due to employers’ deeply engrained biases that emerge during assignment distribution and performance evaluations. This Note challenges that dominant approach, arguing that disparate treatment liability should turn on proof of actuation rather than evidence of intentionality. This Note presents a prescriptive discussion of how employers can implement compliance measures to prevent implicit bias in decision-making …
Federal Right To Try Act: Heightened Informed Consent And Price Regulation Measures Will Improve Quality, Autonomy, And Exploitation Issues,
2020
UC Law SF
Federal Right To Try Act: Heightened Informed Consent And Price Regulation Measures Will Improve Quality, Autonomy, And Exploitation Issues, Brenda Lin
UC Law Business Journal
This Note will examine the federal Right to Try Act, which was enacted on May 30, 2018. The federal statute followed the passage of Right to Try legislation in thirty-eight states, including California. Much controversy has surrounded “Right to Try” as an alternative to preexisting pathways to investigational drug treatments, such as traditional clinical trials and the FDA-regulated Expanded Access program, also commonly known as “Compassionate Use.”
This Note will examine those criticisms, evaluate the federal Right to Try Act, and propose amendments through the lenses of health care quality, patient autonomy, and long-term scientific innovation. Some controversy stems from …
An Introduction To Joint Powers Authorities, Their Funding Mechanisms, And Why California Should Utilize One In Order To Create An Effective Forest Management System To Prevent Wildfires, Anna Bernstein
UC Law Business Journal
In the wake of ever-increasing incidences of wildfires across California, cost-effective, practical, and functional forest management has become a priority in order to keep California’s land and residents safe. From 2018 to 2020, six out of ten of California’s worst fires, coined ”megafires” by the United States Forest Service, have rampaged through the state. These megafires often behave in unstoppable ways. Most recently, in 2018, they killed more than a hundred people and destroyed seventeen thousand homes, all while burning hundreds of thousands of acres across California. Although the end of the recent drought has brought some relief, record- breaking …
Cover,
2020
UC Law SF
Legal Transplants, Law Books, And Anglo-American Corporate Fiduciary Duties,
2020
UC Law SF
Legal Transplants, Law Books, And Anglo-American Corporate Fiduciary Duties, Victoria Barnes
UC Law Business Journal
This Article explores legal transplants and divergences in Anglo- American corporate fiduciary law. The internal management rule in English law acts to restrict judicial interference in corporate governance disputes. It is conceptually similar to the business judgment rule but the two remain distinct. This Article explains why Anglo-American corporate law developed differently, despite its shared roots. It pinpoints the origins of the internal management rule to Lord Lindley’s work, which was written in the late nineteenth century. Lord Lindley was central to the development of corporate law in England and other common law jurisdictions within the British Empire, but his …
Singapore's Legal And Economic Response To The Covid-19 Crisis: The Role Of Insolvency Law And Corporate Workouts,
2020
Singapore Management University
Singapore's Legal And Economic Response To The Covid-19 Crisis: The Role Of Insolvency Law And Corporate Workouts, Aurelio Gurrea-Martinez, Samuel Loh
Research Collection Yong Pung How School Of Law
The international spread of the coronavirus has forced many countries to put their economies into ‘hibernation’, leading to one of the worst recessions observed in modern times. Since Singapore is not isolated from this crisis, the Government had to intervene by adopting a very ambitious package of legal and financial measures to support businesses, households and employees. Among these measures, the Government has implemented various temporary changes to the insolvency legislation, and the use of out-of-court agreements has been encouraged for debtors facing financial trouble. This article argues that, while insolvency law can play an important role in the current …
A Pause In The Expansion Of Vicarious Liability,
2020
Singapore Management University
A Pause In The Expansion Of Vicarious Liability, Kee Yang Low, Siang Ping Lai
Research Collection Yong Pung How School Of Law
The doctrine of vicarious liability has undergone dramatic development in recent times and has been extended to scenarios quite different from that of employer-employee. The question is: will vicarious liability be applied to a situation where the tortfeasor is an independent contractor? The UKSC supplied the answer in Barclays Bank v Various Claimants. This article considers the implications of this landmark decision.
Unmasking The Villain: Exposing Scammers’ Identities To Defeat Harmful Calls,
2020
Brooklyn Law School
Unmasking The Villain: Exposing Scammers’ Identities To Defeat Harmful Calls, Katherine Teng
Brooklyn Journal of Corporate, Financial & Commercial Law
Since 1991, Congress has attempted to limit unwanted phone calls through legislative efforts. However, past and current laws remain ineffective as scam call complaints continue to increase while the harm of these calls remains severe. Currently, the laws affecting telecommunication regulation focus on reactive measures rather than preventative solutions. Most recently, Congress has passed the Telephone Robocall Abuse Criminal Enforcement and Deterrence Act, which will require telecommunication companies to implement SHAKEN/STIR technology to end scam calls before they reach consumers. While this is the most progressive legislation addressing scam calls, this Note will suggest that phone numbers be registered to …
“Estonia’S Gift To The World”: The Implementation Of A Blockchain Protocol For Corporate Governance In New York,
2020
Brooklyn Law School
“Estonia’S Gift To The World”: The Implementation Of A Blockchain Protocol For Corporate Governance In New York, Sydney Lauren Abualy
Brooklyn Journal of Corporate, Financial & Commercial Law
The traditional procedures of corporate governance are not designed to resolve issues related to close outcomes of corporate votes, empty voting practices, the proxy voting protocol, verification of shareholder identities, and access to corporate records. Blockchain technology allows all corporate shareholders to participate in corporate governance more conveniently, with increased transparency, on a secure network. Estonia sought to revolutionize corporate governance by facilitating the development of a blockchain based e-voting protocol for shareholders of companies listed on the Tallinn Stock Exchange to vote in shareholder meetings. After unsuccessful attempts, New York stands well behind other states, such as Delaware, in …
