The Experience Of The Application Of Safeguards On Certain Iron Or Steel Products In Indonesia : Lesson For Thailand,
2019
Faculty of Law
The Experience Of The Application Of Safeguards On Certain Iron Or Steel Products In Indonesia : Lesson For Thailand, Nattanit Santimetvirul
Chulalongkorn University Theses and Dissertations (Chula ETD)
In comparison to other trade remedies under WTO, the number of safeguard measures imposed by WTO members has been relatively low as the requirements of safeguard is difficult to fulfill. However, there is change to such trend as there has been an increase in number of safeguard measures imposed by Indonesia. The Appellate Body Report on Indonesia — Safeguard on Certain Iron or Steel Products has provided important lesson to Thailand concerning on the determination of safeguard measure which has not been clearly mentioned in the WTO cases. The importance of safeguard characterization has been emphasized. This dispute has given …
B2c Online Dispute Resolution (Odr) Legal Frameworkfor Myanmar,
2019
Faculty of Law
B2c Online Dispute Resolution (Odr) Legal Frameworkfor Myanmar, Nwe Ni Htun
Chulalongkorn University Theses and Dissertations (Chula ETD)
This thesis examines the applicability of ODR mechanism for consumer disputes in Myanmar especially cross-border disputes. The paper consists of introduction; three main parts and a conclusion. The effect is the appearance of ODR and understanding of what is meant by ODR, how it works and why ODR is needed for consumer. It concludes the review of ODR by both information and communication technology (ICT) and legal view. The paper focuses on case study analysis and compares the legal framework; institutions based on the problem analysis form each case of ODR in the EU and Myanmar. Moreover why use ODR …
Challenges Of Excise Tax Reform In Myanmar : Illegal Alcohol Market And Method Of Charging On Alcoholic Beverages,
2019
Faculty of Law
Challenges Of Excise Tax Reform In Myanmar : Illegal Alcohol Market And Method Of Charging On Alcoholic Beverages, Ngu Wah Maung
Chulalongkorn University Theses and Dissertations (Chula ETD)
Myanmar excise tax system is started from the British colonial regime. Excise tax system of Myanmar is complex and different from the other country. Myanmar excise tax system was reformed in several times. Before 2016, alcohol tax was collected as commercial tax. In 2016, the Specific Goods Tax Law was enacted and excise tax for alcoholic beverages has been named as specific goods tax under this law. According to this law excise tax was collected as specific goods tax. Reducing the alcohol consumption is one of the purposes of this law. This thesis analyses weaknesses of Myanmar excise tax system …
Investing In Corporate Procedure,
2019
University of Richmond - School of Law
Investing In Corporate Procedure, Jessica M. Erickson
Law Faculty Publications
Corporate litigation is in crisis. At the state level, shareholder lawsuits challenging mergers and other corporate decisions are ubiquitous but rarely end with meaningful relief for shareholders. At the federal level, securities class actions are rife with ethical challenges and low-value settlements. Over the last several decades, multiple groups — including judges, legislatures, and corporate boards — have tried to solve this problem, but all have come up short. This Article argues that the solution lies in rewriting the procedural rules that govern corporate lawsuits. New standing requirements would lead to better screening of these claims. Discovery limits and heightened …
Worker Participation, Sustainability, And The Puzzle Of The Volkswagen Emissions Scandal,
2019
Saint Louis University School of Law
Worker Participation, Sustainability, And The Puzzle Of The Volkswagen Emissions Scandal, Matthew T. Bodie
All Faculty Scholarship
In September 2015, Volkswagen's "clean diesel" technology was exposed as a sham. Not only were the company's vehicles discharging dangerously high levels of nitrogen oxide, but VW had intentionally rigged its emissions systems to cheat on environmental tests. In the wake of resignations and criminal investigations, the company's governance system came under justifiable attack. Were VW's famously worker-friendly governance policies to blame? This Chapter examines the root causes of the emissions scandal and concludes that VW's governance culture suffered from dictatorial leadership as well as a cozy relationship between management and labor leaders. This culture of complacency led to a …
Teaching Legal Studies In Business Degrees: A Review Of A Method And Its Practice,
2019
Monash University
Teaching Legal Studies In Business Degrees: A Review Of A Method And Its Practice, Diane Kraal, Andrew Coleman
Australian Journal of Teacher Education
The legal studies teaching methodology IRAC (issue, rule, application, conclusion) is widely used in universities by both law and business schools. This paper examines the effectiveness of IRAC from a teaching perspective and its usefulness for business students. Data is generated from an Australian university case study using teacher interviews and a student survey. The findings suggest that, because of its flexibility and logical structure, the practice of IRAC has become normalised. However it is only effective if teachers disseminate these features consistently in their teaching. Students in the study understood the usefulness of IRAC for classwork, but encountered application …
Woke Capital: The Role Of Corporations In Social Movements,
2019
University of Washington School of Law
Woke Capital: The Role Of Corporations In Social Movements, Jennifer S. Fan
Articles
Iconic companies such as Apple, BlackRock, Delta, Google (now Alphabet), Lyft, Salesforce, and Starbucks, have recently taken very public stances on various social issues. In the past, corporations were largely silent in the face of them. Now the opposite is true—corporations play an increasingly visible role in social movements and there are times when corporations have led the discussion, particularly in areas where they have a self-interest or public opinion supports it. The enormous influence corporations wield on both the economic and social fabric of our society due to the legal framework and norms under which they operate make them …
Proxy Advisor Influence In A Comparative Light,
2019
Washington University in St. Louis School of Law
Proxy Advisor Influence In A Comparative Light, Andrew F. Tuch
Scholarship@WashULaw
The reform of proxy advisors is on the U.S. regulatory agenda, with debate focusing on the extent of influence that these actors exert over institutional investors and corporate managers. But the debate examines the U.S. position in isolation from other systems. If we broaden our focus, we see that the factors usually cited for proxy advisors’ influence exist similarly in the United Kingdom but that proxy advisors there exert significantly weaker influence than they do in the United States. Why this difference when we would expect a similar role for proxy advisors in both systems based on the presence of …
The Foundations Of Anglo-American Corporate Fiduciary Law,
2019
Washington University in St. Louis School of Law
The Foundations Of Anglo-American Corporate Fiduciary Law, Andrew F. Tuch
Scholarship@WashULaw
How does legal doctrine form, why does it change, and why do doctrines with a common starting point, in legal systems with a shared heritage, diverge? This essay reviews and critiques a book by David Kershaw that addresses these questions. The book charts the evolution of corporate fiduciary law in the United Kingdom and United States and, comparing the two systems, explains how and why the respective legal regimes evolved as they did. Kershaw weighs in on contested U.S. scholarly debates, confronting the common claim that doctrinal change is less the product of internal logic or strict precedent than a …
Reassessing Self-Dealing: Between No Conflict And Fairness,
2019
Washington University in St. Louis School of Law
Reassessing Self-Dealing: Between No Conflict And Fairness, Andrew F. Tuch
Scholarship@WashULaw
Scholars have long disagreed on which of two rules is more effective when a fiduciary engages in self-dealing. Some defend the “strict” no-conflict rule, which categorically bans self-dealing. Others prefer the “flexible” and “pragmatic” fairness rule, which allows self-dealing if it is fair to beneficiaries. The centrality of this debate cannot be overstated: corporate law as a field is fundamentally concerned with self-dealing by fiduciaries. Yet a lack of firm data means that this debate has dragged on for decades, with no end in sight. This article makes a simple but powerful point: the entire debate is somewhat misguided because, …
Fiduciary Principles In Banking Law,
2019
Washington University in St. Louis School of Law
Fiduciary Principles In Banking Law, Andrew F. Tuch
Scholarship@WashULaw
When are banks fiduciaries of their customers and clients? This question is of more than theoretical interest given the organizational structure of modern financial institutions and the broad-ranging functions they perform. In this chapter of the Oxford Handbook of Fiduciary Law, I canvass fiduciary principles in banking law. I consider when fiduciary duties exist and what they require, the range of remedies available for breach, and the various techniques banks use to exclude or modify fiduciary duties. One puzzling feature of the legal landscape is that clients bring actions less often than banks’ size and conduct might suggest, which contributes …
Insulation By Separation: When Dual-Class Stock Met Corporate Spin-Offs,
2019
University of Utah S.J. Quinney College of Law
Insulation By Separation: When Dual-Class Stock Met Corporate Spin-Offs, Young Ran Kim, Geeyoung Min
Ira M. Millstein Center for Global Markets and Corporate Ownership
The recent rise of shareholder engagement has revamped companies’ corporate governance structures so as to empower shareholder rights and to constrain managerial opportunism. The general trend notwithstanding, this Article uncovers corporate spin-off transactions — which divide a single company into two or more companies — as a unique mechanism that insulates the management from shareholder intervention. In a spin-off, the company’s managers can fundamentally change the governance arrangements of the new spun-off company without being subject to monitoring mechanisms, such as shareholder approval or market check. Furthermore, most spin-off transactions enjoy tax benefits. The potential agency problems associated with the …
Is There A First-Drafter Advantage In M&A?,
2019
Duke Law School
Is There A First-Drafter Advantage In M&A?, Adam B. Badawi, Elisabeth De Fontenay
Faculty Scholarship
No abstract provided.
Beyond The Numbers: Substantive Gender Diversity In Boardrooms,
2019
Duke Law School
Beyond The Numbers: Substantive Gender Diversity In Boardrooms, Yaron Nili
Faculty Scholarship
No abstract provided.
Activist Directors And Agency Costs: What Happens When An Activist Director Goes On The Board?,
2019
Duke Law School
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
Faculty Scholarship
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. …
Enhanced Scrutiny On The Buy-Side,
2019
University of California, Davis School of Law
Enhanced Scrutiny On The Buy-Side, Afra Afsharipour, J. T. Laster
Georgia Law Review
Empirical studies of acquisitions consistently find
that public company bidders often overpay for targets,
imposing significant losses on bidder shareholders.
Numerous studies have connected bidder overpayment
with managerial agency costs and behavioral biases that
reflect management self-interest. For purposes of
corporate law, these concerns implicate the behavior of
fiduciaries—the officers and directors of the acquiring
entity—and raise questions about whether those
fiduciaries are fulfilling their duty of loyalty. To address
comparable sell-side concerns, the Delaware courts
developed an intermediate standard of review known as
enhanced scrutiny. There has been little exploration,
however, of whether the rationales for applying
enhanced scrutiny …
What The Hack?! Reexamining The Duty Of Oversight In An Age Of Data Breaches,
2019
University of Georgia School of Law
What The Hack?! Reexamining The Duty Of Oversight In An Age Of Data Breaches, Amanda M. Payne
Georgia Law Review
Due to the proliferation of electronic data and
advancements in technology, data breaches have become
commonplace. Data breaches are a threat to
corporations of all sizes and can have devastating
impacts. Focusing solely on Delaware law, this Note
explores how doctrines such as the business judgment
rule, exculpation provisions, and heightened pleading
standards have left shareholders with limited recourse
in holding directors liable for the catastrophic
consequences of data breaches. Recognizing that
shareholders have been unsuccessful alleging
Caremark-type claims arising out of a data breach, this
Note argues that the expansion of bad faith in Walt
Disney provides alternative ground …
Craft Beer And The Rising Tide Effect: An Empirical Study Of Sharing And Collaboration Among Seattle's Craft Breweries,
2019
University of Washington School of Law, Stanford University School of Law
Craft Beer And The Rising Tide Effect: An Empirical Study Of Sharing And Collaboration Among Seattle's Craft Breweries, Zahr K. Said
Lewis & Clark Law Review
This qualitative empirical research project studies Seattle’s craft brewing industry as a thriving entrepreneurial ecosystem that displays widespread collaboration and innovation. Drawing on data collected in 22 face-to-face formal interviews conducted with industry participants, the Article explores the community’s attitudes, practices, and norms with respect to collaboration and intellectual property (IP). It joins a growing body of qualitative empirical IP scholarship that maps misalignments between law and practice “on the ground,” seeking to offer a more accurate and pluralistic account of an innovative industry. The craft brewing community in Seattle cooperates extensively while continuing to compete actively for consumers. In …
Private Ordering And Improving Information Flow To The Board Of Directors: The Duty To Inform Bylaw,
2019
Villanova University Charles Widger School of Law
Private Ordering And Improving Information Flow To The Board Of Directors: The Duty To Inform Bylaw, Jennifer O'Hare
Faculty Publications
It seems that almost every day there is another report of a corporate scandal at a public company. Whether the scandal involves sexual harassment by senior management or widespread illegal conduct by employees, the first question asked by investors and the media is usually, “Where was the board?” And the board’s response is almost always, “We didn’t know.” Directors of public companies rely on officers to provide the information the board needs to manage the corporation, but, strangely enough, officers may not even be legally required to provide information to the board. The Delaware General Corporation Law is silent on …
Active Firms And Active Shareholders: Corporate Political Activity And Shareholder Proposals,
2019
Michigan State University College of Law
Active Firms And Active Shareholders: Corporate Political Activity And Shareholder Proposals, Geeyoung Min, Hye Young You
Ira M. Millstein Center for Global Markets and Corporate Ownership
This article reveals the positions of corporations not only as active players in politics but also as targets of activist shareholders with opposing political preferences. We examine whether a firm’s political orientation, as measured by its political spending, serves as a driver of shareholder proposal submissions, one manifestation of shareholder activism. Using data on S&P 500 companies for 1997–2014, we find that the divergence in political orientation between shareholders and corporate management is strongly associated with the number of submissions of shareholder proposals on environmental or social issues. Firms that contribute more to the Republican Party are more likely to …
