Business Organizations Law Commons^™

Achieving Diversity On Corporate Boards: Engagement And Education; Not Legislation, Leanne Fuith

Mitchell Hamline Law Review

No abstract provided.

The Eighteenth Annual Albert A. Destefano Lecture On Corporate, Securities, & Financial Law At The Fordham Corporate Law Center: Corwin V. Kkr Financial Holdings Llc— An “After-Action Report”, The Honorable Joseph R. Slights Iii, Matthew Diller

Fordham Journal of Corporate & Financial Law

No abstract provided.

A New Standard For Governance: Reflections On Worker Representation In The United States, Julian Constain

Fordham Journal of Corporate & Financial Law

The contemporary state of corporate law in the United States is one that is skewed toward the archaic principle of shareholder primacy. This narrow conception of corporate purpose has resulted in governance mechanisms that tend to overlook the many stakeholders that are affected by, and, in turn, affect the bottom line of modern corporations. In the wake of the recently proposed Accountable Capitalism Act, this Note investigates the viability of adopting a system of mandated worker board representation—codetermination—in the United States. The Note employs a comparative analysis of the German and Swedish experiences with codetermination, and then evaluates the policy, …

Dissatisfied Members In Florida Llcs: Remedies, Donald J. Weidner

Scholarly Publications

No abstract provided.

If Rockefeller Were A Coder, Carla L. Reyes

Faculty Journal Articles and Book Chapters

he Ethereum Decentralized Autonomous Organization (“The DAO”), a decentralized, smart contract-based, investment fund with assets of $168 million, spectacularly crashed when one of its members exploited a flaw in the computer code and stole $55 million. In the wake of the exploit, many argued that participants in the DAO could be jointly and severally liable for the loss as partners in a general partnership. Others claimed that the DAO evidenced an entirely new form of business entity, one that current laws do not contemplate. Ultimately, the technologists cleaned up the exploit via technological means, and without engaging in any further …

Unintentional Irony In Landmark Decisions Of The Delaware Supreme Court Regarding Corporate Law, Steven Cleveland

Faculty Articles

No abstract provided.

Rwu Law News: The E-Newsletter Of Roger Williams University School Of Law January 2019, Roger Williams University School Of Law

Life of the Law School (1993- )

No abstract provided.

Shareholders United?, Andrew K. Jennings

Faculty Scholarship

No abstract provided.

Cybersecurity Oversight Liability, Benjamin P. Edwards

Scholarly Works

A changing cybersecurity environment now poses a significant corporate-governance challenge. Although some cybersecurity data breaches may be inevitable, courts now increasingly consider when a corporation's officers and directors may be held liable on theories that they acted in bad faith and failed to adequately oversee the corporation's affairs. This short essay reviews recent derivative decisions and encourages corporate boards to recognize that in an environment filled with increasing threats, a reasonable response will require devoting real resources and attention to cybersecurity issues.

Mens Rea Reform And Its Discontents, Benjamin Levin

Publications

This Article examines the debates over recent proposals for “mens rea reform.” The substantive criminal law has expanded dramatically, and legislators have criminalized a great deal of common conduct. Often, new criminal laws do not require that defendants know they are acting unlawfully. Mens rea reform proposals seek to address the problems of overcriminalization and unintentional offending by increasing the burden on prosecutors to prove a defendant’s culpable mental state. These proposals have been a staple of conservative-backed bills on criminal justice reform. Many on the left remain skeptical of mens rea reform and view it as a deregulatory vehicle …

A New Look At Criminal Liability For Selling Dangerous Vehicles: Lessons From General Motors And Toyota, Steven B. Dow, Nan S. Ellis

UC Law Business Journal

Automobile safety is one of the most serious public health issues facing our country. In addition to the costs in terms of personal injury and death, automobile accidents cost society billions of dollars in lost productivity and medical costs. In 1966, there were over 50,000 deaths from automobile accidents. By 2015, this number had fallen to approximately 35,000 deaths and 2.4 million injuries resulting from automobile accidents. By some measures, this is a remarkable reduction that might lead us to conclude that automobile safety is no longer an important public policy concern. This article argues that automobile safety is still …

Competing To Cut Carbon: State Policies, Conflicts With Federally-Regulated Energy Markets, And Recommendations, Arshak Zakarian

UC Law Business Journal

Wholesale power markets currently face challenges from changes in federal regulations and advancements in technology, which have significantly changed the composition of energy generation sources across the United States over the last two decades. States have relied increasingly on policy to increase the presence of clean energy sources in their power mix, such as nuclear energy, due to its reliability and environmental benefits. Natural gas, wind, and solar have seen unprecedented growth in the last five years due to declining fuel source and technology costs. Utilities companies and private companies have invested significantly in infrastructure and technology research, attempting to …

A Peek Under The Hood: Why Lawmakers Should Strengthen The Current Dmca Exemption For Security And Safety Research Into Car Software, Holden Benon

UC Law Business Journal

In the last five years, society has witnessed advancements in automobile technology that Henry Ford himself could not have dreamed. Vehicle software now allows cars to drive themselves; indeed, as of December 2017, close to four dozen vehicle manufacturers have received permits from the California Department of Motor Vehicles for autonomous testing. Many of the advancements in automobile technology involve copyright law, the primary body of law that protects computer source code. Essentially, each line of vehicle source code is protected the same way a film script is protected. Just as camera directions in the script are hidden from movie-goers, …

Bad Behavior: Health Insurance Mega-Mergers, Jacqueline C. Lien

UC Law Business Journal

2015 marked the beginning of a long battle for two major health insurance companies. On July 3, 2015, health insurance giant and third largest health insurance company by revenue, Aetna, announced that it entered into an agreement to acquire the fifth largest health insurance company, Humana, for $37 billion. Following a similar timeline, on July 24, 2015, second largest, Anthem, negotiated an even bigger merger with Cigna, the fourth largest, for $54.2 billion. Officials from all four companies lauded the benefits of the mergers, stating that the synergies between the respective companies would result in enhanced health care access, quality, …

Books And Olive Oil: Why Antitrust Must Deal With Consolidated Corporate Power, Carl T. Bogus

University of Michigan Journal of Law Reform

Following an epic battle in the marketplace between Apple and major book publishers, on one side, and Amazon, on the other side, the United States Department of Justice and thirty-three states filed an antitrust lawsuit against Apple and the publishers, alleging that they had conspired to fix the prices of ebooks. Both the district court and a divided panel of the United States Court of Appeals for the Second Circuit decided the case in the government’s favor. This Article argues that government regulators and the courts took the wrong side in the dispute and did so because of fundamental flaws …

Interpreting Organizational "Contracts" And The Private Ordering Of Public Company Governance, Megan Wischmeier Shaner

Faculty Articles

Corporate law is undergoing an explosion of governance by private ordering. With increasing frequency and creativity, the charter and bylaws of public corporations are being used as tools for restructuring key aspects of corporate governance. The current focus of parties, courts, and scholars has been on the facial validity of these efforts. In light of courts’ willingness to uphold corporate governance contracting, legal battles will morph from validity challenges to interpretation disputes. Yet interpretation principles are a topic to which corporate scholars have devoted limited attention. With interpretation poised to take on an influential role in shaping corporate law and …

Taking Stock Of The Benefit Corporation, Ronald J. Colombo

Texas A&M Law Review

Almost a decade ago, the “benefit corporation” first appeared on American soil. Its supporters proclaimed that this would usher in a new era of corporate social responsibility. Its detractors complained that the benefit corporation would facilitate managerial abuses that corporate law had worked so hard to curb. After nearly ten years of experience with the benefit corporation, who was the more accurate prognosticator? Moreover, has the benefit corporation given rise to developments, whether beneficial or negative, that were not expected or foreseen?

This Article traces the history of the benefit corporation, with a focus on the promise that its early …

Innovating Inclusion: The Impact Of Women On Private Company Boards, Jennifer S. Fan

Articles

Eight percent—that is the percentage of women who serve on the boards of directors of private high technology companies. Private companies, particularly high technology companies, have transformed citizens’ daily lives, while the unprecedented availability of private capital has allowed those companies to remain private longer. This rise, however, has also obscured some of the weaknesses of private companies, which are not subject to public disclosure and regulatory oversight: rampant sexual harassment, the lack of women leaders in technology companies, the relative absence of female venture capitalists, and the dearth of female board members, to name a few. Yet thus far, …

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

Faculty Publications

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 …

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

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 …