Business Organizations Law Commons^™

Jpmorgan Chase London Whale A: Risky Business, Arwin G. Zeissler, Daisuke Ikeda, Andrew Metrick

Journal of Financial Crises

In December 2011, the Chief Executive Officer and Chief Financial Officer of JPMorgan Chase (JPM) instructed the bank’s Chief Investment Office to reduce the size of its Synthetic Credit Portfolio (SCP) during 2012, so that JPM could decrease its RiskWeighted Assets as the bank prepared to adopt the impending Basel III bank capital regulations. However, the SCP traders were also told to minimize the trading costs incurred to reduce Risk-Weighted Assets, while still maintaining the opportunity to profit from unexpected corporate bankruptcies. In an attempt to balance these competing objectives, head SCP derivatives trader Bruno Iksil suggested in January 2012 …

The Effects Of Shareholder Primacy, Publicness, And “Privateness” On Corporate Cultures, Donald C. Langevoort

Georgetown Law Faculty Publications and Other Works

There is widespread belief in both scholarship and business practice that internal corporate cultures materially affect economic outcomes for firms. In turn, there is also a growing belief that corporate governance arrangements materially affect corporate cultures. If this is true, it suggests an intriguing three-link causal chain: governance choices influence corporate performance, at least in part via their effects on internal culture. This essay, written for the “Berle XI” symposium, explores that possibility. This subject is important to lawyers and legal scholars because of the symbiotic nature of law and governance, with an increasing risk of enhanced corporate criminal and …

Domestic Asset Protection Trusts: Ushering In The Klackaba Era, Cheyenne Vankirk

Seattle University Law Review

The growth in the U.S. economy has allowed Americans to increase their savings--but how? A novel approach has emerged in seventeen states: domestic asset product trusts (DAPTs). DAPTs are self-settled spindthrift trusts that allow the settlor to retain a beneficial interest in the trust while removing it from the reach of future creditors. Through the lens of the favorable ruling in Klackaba v. Nelson, this Note addresses why DAPTs should be regarded as an effective method of protecting a settlor’s money and argue for more states to follow suit.

"Believe Me," We Do Not Have A Foreign Emoluments Clause Violation, Scotty N. Teal

Indiana Journal of Global Legal Studies

President Trump was sued in New York District Court for allegedly violating the Foreign Emoluments Clause. In its brief, the Citizens for Responsibility and Ethics in Washington (CREW) alleged that the president's international businesses and real estate holdings positioned him to receive money from foreign governments. These business interests, or entanglements, could "sway" or create an opportunity for negative foreign influence in violation of the Emoluments Clause. CREW states that these "entanglements between American officials and foreign powers could pose a creeping, insidious threat to the Republic." CREW argued that President Trump violated the Emoluments Clause because the clause "cover[s] …

Nonprofit Governance: The Basics, Lawrence J. Trautman, Janet Ford

Akron Law Review

Nonprofit organizations are prevalent in today’s economy, and many are governed by individuals who have been chosen on the basis of their advocacy of or contributions to various nonprofit causes rather than on the basis of business experience or acumen. Yet effective nonprofit governance, while presenting concerns unique to nonprofits, also presents many of the same concerns as does governance of for-profit entities. This article seeks to provide a primer for nonprofit organizations that need to recruit effective governance talent. First, we discuss the nature of nonprofits, their impact on the business landscape, and their similarities to and differences from …

Identities Lost: Enacting Federal Law Mandating Disclosure & Notice After A Data Security Breach, John Ogle

Arkansas Law Review

Identity theft is real, it’s here, and consumers need protection. Over the past five years hackers have stolen billions of consumers’ sensitive information like social security numbers, addresses, and bank routing numbers from companies that have neglected their security measures. Most of the time these security breaches are easily preventable. Companies sometimes wait weeks, months, or even years to inform the customers whose information was stolen because there is no federal law that requires disclosure. As of 2018, all 50 states have adopted security breach notification laws that require companies to inform consumers that their information may have been stolen …

Public Relations Litigation, Kishanthi Parella

Scholarly Articles

Conventional wisdom holds that lawsuits harm a corporation’s reputation. So why do corporations and other businesses litigate even when they will likely lose in the court of law and the court of public opinion? One explanation is settlement: some parties file lawsuits not to win but to force the defendant to pay out. But some business litigants defy even this explanation; they do not expect to win the lawsuit or to benefit financially from settlement. What explains their behavior?

The answer is reputation. This Article explains that certain types of litigation can improve a business litigant’s reputation in the eyes …

How Did We Get Here? Dissecting The Hedge Fund Conundrum Through An Institutional Theory Lens, Cary Martin Shelby

Scholarly Articles

This article dissects both the origins and resulting harms of what the author terms the "hedge fund conundrum," in which institutional investors, such as pension plans and endowments, have consistently increased hedge fund allocations over the past decade despite pervasive evidence of excessive fees and subpar returns. It then utilizes an historical institutionalist lens to examine how lawmakers may have enabled a conundrum of this magnitude. By and large, this phenomenon is a symptom of regulatory loopholes that have permitted the private hedge fund market to increase in "publicness" through its expanding access and subsequent harm to retail investors. Such …

A Corporate Duty To Rescue: Biopharmaceutical Companies And Access To Medications, Rebecca E. Wolitz

Indiana Law Journal

Controversies regarding the pricing of biopharmaceutical products are pervasive. Patients must choose between treatment and rent, prescriptions go unfilled, and health systems are forced to restrict access to life-saving medications— all because of cost. Though there is often consensus that these issues are problematic, there is disagreement as to what are appropriate solutions and who has responsibility to bring about those solutions. Most efforts to address biopharmaceutical pricing concerns focus on governmental regulation. This Article has a different focus. It provides a legal and normative analysis of a form of corporate self-regulation that could help address access and pricing concerns—a …

It's Complicated: The Challenge Of Prosecuting Tncs For Criminal Activity Under International Law, Jena Martin

Faculty & Staff Scholarship

This essay aims to tackle an increasingly thorny and relevant issue: what do you do if a Transnational Corporation (TNC) commits a crime? The question raises a number of challenges, both philosophically and practically. First, what does it mean to prosecute an organization? Although there are some limited examples (the United States’ prosecution of accounting firm Arthur Andersen being among the most note-worthy), we have relatively little precedence regarding what this would entail; how exactly do you put a corporation on trial? Second, practically speaking, where do you hold the trial? This challenge is magnified by the fact that, by …

Influencing Juries In Litigation "Hot Spots", Megan M. La Belle

Indiana Law Journal

This Article considers how corporations are using image advertising in litigation "hot spots" as a means of influencing litigation outcomes. It describes how Samsung and other companies advertised in the Eastern District of Texas--a patent litigation "hot spot"--to curry favor with the people who live there, including by sponsoring an ice rink located directly outside the courthouse. To be sure, image advertisements are constitutionally protected speech and might even warrant the highest level of protection under the First Amendment when they are not purely commercial in nature. Still, the Article argues, courts should be able to prohibit such advertisements altogether, …

The Development Of Social Enterprise And Rise Of Benefit Corporations: A Global Solution?, Dina Dalessandro

UC Law Business Journal

No abstract provided.

Current Issues Of U.S.-Japan Cross-Border Ip Disputes, Ryoichi Mimura

UC Law Business Journal

No abstract provided.

Corporate Governance And The Cult Of Agency, J.B. Heaton

Villanova Law Review (1956 - )

No abstract provided.

The Vital Need To Eliminate A De Facto Negligence Standard Under Section 14(E) Of The Exchange Act, Matthew A. Powell

UC Law Business Journal

In Varjabedian v. Emulex Corp. (Varjabedian), the Ninth Circuit held that a claim for failure to satisfy a statutory disclosure provision concerning tender offers under Section 14(e) of the

1934 Act only requires a pleading of negligence, not scienter. The Ninth Circuit’s holding in Varjabedian departs from half a century of established case law and creates a circuit split with the Second, Third, Fifth, Sixth, and Eleventh circuits. The Varjabedian decision opens the door for the very litigation abuses that Congress has sought to prevent in order to protect businesses and markets. However, while the federal securities laws are critical …

The Future Is Femtech: Privacy And Data Security Issues Surrounding Femtech Applications, Celia Rosas

UC Law Business Journal

No abstract provided.

Masthead

UC Law Business Journal

No abstract provided.

Ticket To An Antitrust Violation? Why The Nfl And Directv’S Exclusive Distributorship Agreement For Sunday Ticket May Violate Antitrust Laws, And How The U.S. District Court For The Central District Of California May Have Gotten It Wrong, Haig Siranosian

UC Law Business Journal

No abstract provided.

The Regulatory Framework Of Executive Remuneration: Contributions From Shareholder Activism And Board Accountability, Jingchen Zhao, Zhihui Li

UC Law Business Journal

Executive remuneration is influenced by multiple factors including capital markets, product markets, corporate internal governance, corporate finance, governmental regulation, and legislation. Related to various practical factors, executive remuneration is no longer simply fixed based on the contractual arrangements between companies and their directors. Due to the complicated relationship network in executive remuneration and

the way public companies produce their remuneration policies, remuneration structures and levels can be extremely complex and easily affected by undue influence. This paper focuses on how to solve executive remuneration problems through regulation. Legislations from several developed countries in areas such as providing shareholders with more …

Cross Border Patent Disputes, David A. Makman

UC Law Business Journal

No abstract provided.