Business Organizations Law Commons^™

List Voting’S Travels: The Importance Of Being Independent In The Boardroom, Maria Lucia Passador

Fordham Journal of Corporate & Financial Law

The life of the law, especially with regard to corporations, is strongly influenced by experience and practice. The board, a living element of corporate law, is therefore one of the most noteworthy aspects to be studied, given its relevant implications and role as the lifeblood of scholarly debates.

This Article offers a novel contribution to the assessment of list voting, a fairly unique Italian system that has been increasingly appreciated by institutional investors. A hand-picked dataset that stretches from 2005 to 2015 shows a positive correlation between minority-appointed directors in the boardroom and dividend payouts. Furthermore, the findings shed light …

Securing The Nation Or Entrenching The Board? The Evolution Of Cfius Review Of Corporate Acquisitions, Amy Deen Westbrook

Marquette Law Review

The Committee on Foreign Investment in the United States (CFIUS), which reviews transactions based on national security concerns, has recently become critical to the operation of the U.S. economy. In March of 2018, CFIUS review led to the prohibition of Broadcom Limited’s acquisition of Qualcomm Corp., which would have been the largest technology merger in history. In August of 2018, CFIUS was dramatically expanded with the enactment of the Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA). Major transactions must now reckon with the uncertainties of CFIUS review.

Created over thirty years ago as a reporting and monitoring committee, …

Board Diversity By Term Limits?, Darren Rosenblum, Yaron Nili

Faculty Scholarship

Four-fifths of the corporate board seats in the United States are held by men and a shocking number of companies lack any female representation on their boards. While institutional investors have pushed these companies for change, California took a more aggressive step and followed several European countries by mandating a quota for board representation. Heated argument has ensued over what diversity we should prioritize and what mechanisms should be used to promote diversity. Yet could these challenges be avoided altogether through the use of term limits?

This Article is the first academic inquiry exploring the connection between term limits and …

Aligning Emerging Global Strategies To Combat Corporate Corruption: From A Two Thrust Approach To A Two Swords One Thrust Strategy Of Compliance, Prosecutorial Discretion, And Sovereign Investor, Larry Catá Backer

The International Lawyer

No abstract provided.

Conflicts Of Interest And Academic Research, Jorge L. Contreras, Mark Rinehart

Utah Law Faculty Scholarship

This chapter discusses financial conflicts of interest in academic research. After exploring the definition of conflicts of interest, the chapter focuses on the manner in which conflicts are addressed by policies promulgated by the U.S. federal government, research institutions and scholarly journals. It concludes with suggestions for further research and policy analysis.

Can God Create A Rock So Heavy That He Cannot Lift It?: Outlawing Pensions Under State Constitutions, Chad J. Pomeroy

Faculty Articles

Public pensions are a problem. More than twenty-seven million people participate in state and local government pension plans. And those plans are in the hole trillions of dollars. This means that state and local governments are going to have to raise additional trillions in taxes (or shift those trillions away from schools, police, firemen, or other spending targets) to satisfy these obligations.

What can be done about such a large, seemingly intractable problem? A number of states have installed specific pension funding requirements within their constitutions. Most state constitutions contain some kind of balanced budget requirement, and a number of …

Limited Liability Limited, Daniel S. Kleinberger

Faculty Scholarship

Limited liability companies went mainstream in 1988, began to capture the market for closely held businesses in 1997, and now have the lion’s share of that market. Since the advent of limited liability companies, a corporate-like liability shield, in addition to pass-through status under federal income tax law, has been one of two hallmarks of a limited liability company. Indeed, for many years courts have described the limited liability company as “a hybrid business entity [that] provides members with limited liability to the same extent enjoyed by corporate shareholders.”

The LLC shield should therefore be easy to understand: a limited …

Is Financial Difficulty Really Enough? The Battle Of The Circuits To Define Reasonable Cause For Small Businesses' Failure To Pay Taxes, Lyndsey Insani

Valparaiso University Law Review

No abstract provided.

Exploring And Analysing Thailand’S Potential New Legislation On Mandatory Human Rights Due Diligence For Private Sectors, Kritsakorn Masee

Chulalongkorn University Theses and Dissertations (Chula ETD)

This Thesis focuses on a study of potential enforcement of the Legislation on mandatory Human Rights Due Diligence (HRDD) for private sectors operating a business in Thailand in order to safeguard human rights, as recognised in the international human rights laws and national laws, in their value chain within the consideration of the United Nations on Guiding Principles on Business and Human Rights (UNGPs) as well as Thailand’s National Action Plan on Business and Human Rights Phase I (2019-2022). With new corporate governance regime and under emerging concept of due diligence requirements, private sectors subject to this mandatory HRDD Legislation …

What Is A Charging Order And Why Should A Business Lawyer Care?, Daniel S. Kleinberger

Faculty Scholarship

Suppose your client has a judgment from a court in state X against a shareholder of a closely held corporation organized under the law of state X. You know that your client can levy on the judgment debtor’s shares to enforce the judgment and either obtain the shares (and attendant voting and economic rights) or trigger a pre-existing buy-out agreement with the shareholders or the corporation, which will replace the judgment debtor’s shares with right to payment. The relevant civil procedures may be complicated (or even arcane), but in theory your client’s remedy is straightforward.

Now suppose that the judgment …

The Creditors' Bargain Reconstituted: Comments On Barry Adler's The Creditors' Bargain Revisited, Edward Janger

Faculty Scholarship

No abstract provided.

Let My Arm Be Broken Off At The Elbow, Chad J. Pomeroy

Faculty Articles

Though the American legal system is deferential toward religion and churches, it is undeniable that the Church of Latter-day Saints-and other like organizations-are not just churches. They are, instead, important participants in the market economy, some of them global business enterprises of major proportions. This twinning of profit and spirit is seamless for many religions, with numerous modem churches preaching a "prosperity gospel" that promises spiritual and temporal blessings in return for donations."' Still other churches-such as the Church of Scientology-directly charge for religious services that are "necessary" for spiritual improvement and advancement in the church hierarchy. And still others …

The Futility Of Walls: How Traveling Corporations Threaten State Sovereignty, Darren Rosenblum

Elisabeth Haub School of Law Faculty Publications

Inversions--mergers in which one firm merges with another abroad to avoid taxes in its home country--have spread as globalization has reduced many of the transactional costs associated with relocating. As firms acquire the power to choose the laws that govern them, they challenge the sovereignty of nation-states, who find their ability to tax and regulate firms depleted. States and firms compete in a game of cat and mouse to adapt to this new global reality. The subversion of state power by these firms reveals the futility of walls, both literal and regulatory. This Essay describes the phenomenon of these “traveling …

California Dreaming?, Darren Rosenblum

Elisabeth Haub School of Law Faculty Publications

Over the past few years, California became the setting for shocking tales of sex inequality and abuse in Hollywood and Silicon Valley. Decades after women achieved educational parity. men still run the corporate world. In response to these stories exposed by the #MeToo movement, California joined the transnational corporate board quota movement by converting its voluntary quota into a hard one. Will California's first mover status overcome constitutional objections and inspire other jurisdictions to act. Or is just Utopian dreaming, California-style? This Essay argues that despite its many flaws, the quota may succeed in curbing male over-representation on corporate boards. …

Derivative Suit Under The Saudi Companies Law: Theory And Best Practice, Ahmed Saeed Khabti

Maurer Theses and Dissertations

Saudi Arabia has been focused on diversification of its economy and attracting foreign investors. Countries that provide strong shareholder protection are more likely to attract foreign investors. However, there is a need for greater protection of minority shareholders in Saudi Arabia. This is because Saudi’s companies law fails to equip minority shareholders with adequate protective rights. A current issue with the new Saudi companies law can be linked to derivative suit, which is very important for both foreign investors and local investors. Derivative suit in Saudi Arabia is very limited and difficult to pursue because under article 79 of Saudi …

The Rise Of Business Trusts In Sustainable Neo-Innovative Economies, Lee-Ford Tritt, Ryan Scott Teschner

UF Law Faculty Publications

This Article is organized as follows: Part I provides a basic understanding of business trusts in the United States. Next, Part II explores the differences between business trusts in the United States and those in Singapore. Finally, Part III discusses how historical and cultural influences may have shaped the success—or lack thereof—of the business trust form in Singapore and in the United States.

Protecting Minority Shareholders In Close Corporations: An Analysis And Critique Of The Statutory Protection In The Saudi Companies Law, Abdulrahman Nabil Alsaleh

Maurer Theses and Dissertations

Worldwide, the protection of minority shareholders in public corporations has received most of the corporate scholars’ attention. This tendency, therefore, has been reflected in the negligence of the same group but in close corporations. A close corporation minority shareholder confronts distinctive issues caused by the locked-in structure of close corporations. The lack of liquid secondary market, the oppression by majority shareholders, and the high expectations held by minority shareholders all contribute to the minority shareholders’ concern that they may be deprived of a voice in management or opportunistically be taken advantage of by those in power. Although these structural issues …

Corporate Charter Competition, Lynn M. Lopucki

UF Law Faculty Publications

The corporate charter competition has dominated the corporate law literature for four decades. This Article draws on the theoretical and empirical insights from that vast literature to present a systems analysis of the competition. The analysis shows the competition to be a system composed of three subsystems, joined by the internal affairs doctrine. The subsystems are those by which (1) corporations choose incorporation states, (2) states decide what packages to offer, and (3) states and stakeholders choose the courts that interpret and enforce corporate law. The analysis suggests that the standard account of charter competition should be revised in five …

Impersonal Personhood: Crafting A Coherent Theory Of The Corporate Entity, Bryan P. Magee

Cornell Law Review

Corporate legal personhood is a baffling and elusive concept. Are corporations persons and, if so, what does this mean? Ascribing the moniker of "person" to a corporation can conjure up the idea that a corporate entity is entitled to all the natural and legal rights that natural "personhood" entails. This, however, ignores that there are different kinds of "legal person" and that the scope of their respective rights differs based on the purpose of the personhood they are given. This Note posits that the law grants corporations entity-hood primarily to centralize contractual rights and obligations. This purpose, this Note contends, …

Activist Directors And Agency Costs: What Happens When An Activist Director Goes On The Board, John C. Coffee Jr., Robert J. Jackson Jr., Joshua R. Mitts, Robert E. Bishop

Cornell Law Review

We develop and apply a new and more rigorous methodology by which to measure and understand both informed trading and the agency costs of hedge fund activism. We use quantitative data to show a systematic relationship between the appointment of a hedge fund-nominated director to a corporate board and an increase in informed trading in that corporation's stock (with the relationship being most pronounced when the fund's slate of directors includes a hedge fund employee). This finding is important from two different perspectives. First, from a governance perspective, activist hedge funds represent a new and potent force in corporate governance. …