Business Organizations Law Commons^™

Newsroom: From Farm To School 09-21-2017, Jill Rodrigues, Roger Williams University School Of Law

Life of the Law School (1993- )

No abstract provided.

Lewis V. Clarke, Summer L. Carmack

Public Land & Resources Law Review

One manner in which Indian tribes exercise their inherent sovereignty is by asserting sovereign immunity. In Lewis v. Clarke, the Court decided that the sovereign immunity extended to instrumentalities of tribes did not further extend to tribal employees acting within the scope of their employment. The Court acknowledged the concerns of the lower court, namely, the possibility of setting a precedent allowing future plaintiffs to sidestep a tribe’s sovereign immunity by suing a tribal employee in his individual capacity. However, the Supreme Court ultimately felt that the immunity of tribal employees should not exceed the immunity extended to state …

Could The Pay Ratio Disclosure Backfire? Examining The Effects Of The Sec's Pay Ratio Disclosure Rule, Jillian Loh

Texas A&M Law Review

At the signing of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”), President Barack Obama asserted that, “We all win when investors around the world have confidence in our markets. We all win when shareholders have more power and more information. . . . And we all win when folks are rewarded based on how well they perform, not how well they evade accountability.” After the financial crisis in 2008, the Obama Administration recognized the need to reconstruct the existing American financial regulatory system to ensure that a financial meltdown would never happen again. It …

In Re Dish Network Derivation Litig., 133 Nev. Adv. Op. 61 (Sept. 14, 2017), Joseph K. Fabbi

Nevada Supreme Court Summaries

The Court determined that the Auerbach test should be applied when a Special Litigation Committee (SLC) files a motion to defer a derivative claim. A derivative claim is dismissible if the SLC was independent and conducted a good faith investigation when it concluded litigation would not be in the company’s best interest.

Parametric Sound Corp. V. Dist. Ct., 133 Nev. Adv. Op. 59 (Sep. 14, 2017), Lucy Crow

Nevada Supreme Court Summaries

The Court clarified its holding in Cohen v. Mirage Resorts, Inc. by adopting the Delaware direct harm test to determine whether a shareholder’s claim is direct or derivative. Under the direct harm test, the Court asks (1) who suffered alleged harm, and (2) who would receive benefit from recovery or another remedy? If the shareholder cannot establish a claim without showing injury to the corporation, the shareholder’s claim fails.

Supremacy Of Law Or Religion: Congress's Power To Amend The Constitution Bypassing Constraints Of The Constitutional Process, Roman Sankovych

DePaul Business & Commercial Law Journal

No abstract provided.

The Netflix Tax: Chicago's Extension Of Its Amusement Tax To Include Electronically Delivered Entertainment Faces Numerous Changes And Sets The Stage For Taxing On Streaming-Based Entertainment, Stephanie Cueman

DePaul Business & Commercial Law Journal

No abstract provided.

Dodd-Frank Wall Street Reform And Consumer Protection Act: The Evolution Of Whistleblower Protections, Employment Contracts And Mandatory Arbitration Agreements, Florence Shu-Acquaye

DePaul Business & Commercial Law Journal

No abstract provided.

The Eleventh Circuit's Second Shot At Getting It Right: Nonconsensual Nondebtor Releases In Bankruptcy Court, Pierce G. Hand Iv

DePaul Business & Commercial Law Journal

No abstract provided.

Brief Of Professors At Law And Business Schools As Amicus Curiae In Support Of Respondents: Leidos, Inc. V. Indiana Public Retirement System, James D. Cox, Lyman P. Q. Johnson, J. Robert Brown, Joan Macleod Heminway

Scholarly Articles

This Amicus Brief was filed with the U.S. Supreme Court on behalf of nearly 50 law and business faculty in the United States and Canada who have a common interest in ensuring a proper interpretation of the statutory securities regulation framework put in place by the U.S. Congress. Specifically, all amici agree that Item 303 of the Securities and Exchange Commission's Regulation S-K creates a duty to disclose for purposes of Rule 10b-5(b) under the Securities Exchange Act of 1934.

The Court’s affirmation of a duty to disclose would have little effect on existing practice. Under the current state of …

Contractual Responsibility For The Disclosure Of Bank Secrets, Alexander V. Syatchikhin, Valery G. Golubtsov, Natalia V. Syropiatova

Journal of Digital Forensics, Security and Law

In Russia the existing measures of civil liability for disclosure of bank secrecy contribute to the prevention of non-fulfillment of obligations and the restoration of the situation of credit institutions only to a small extent. Thus, the Civil Code of the Russian Federation grants the creditor the right to recover damages. However, it is practically impossible to prove the size of the real damage and loss of profit, as well as the causal relationship between the disclosure of secrecy and losses in fact.

The authors discuss the issue of the possibility of introducing legal design of liquidated damages into domestic …

Corporate Family Law, Allison Anna Tait

Northwestern University Law Review

There is no such thing as corporate family law. But there are corporate families, and corporate families fight. What happens when corporate family members fight and the conflict is so severe that one or more of the parties wants out of the corporate relationship? Corporate law provides some solutions, but they are shaped by the assumption that all parties will bargain effectively for protections when seeking to exit a corporate relationship. Under this theory, family business is, after all, just business. The problem with this assumption is that corporate family members do not bargain the way that corporate law expects. …

Gardner V. Henderson Water Park, L.L.C., 133 Nev. Ad. Op. 54 (Aug. 3, 2017), Scott Cardenas

Nevada Supreme Court Summaries

Under NRS 86.371 and NRS 86.381, an LLC member is not responsible for the LLC’s liabilities solely because it is a member.

An American Football Team In London: How Tax Consequences For International Athletes Could Affect The Success Of A Potential Nfl Franchise In London, Brett Smith

The Business, Entrepreneurship & Tax Law Review

Although the NFL has not announced any definite plans to place a team in London, it has taken significant steps in that direction. By 2022, it could be a reality. As the laws in the U.S. and U.K. currently stand, NFL athletes playing for a team in London would face more income taxes than if they played for a U.S.-based team. The extra tax liability the players would face in the U.K. could prevent players from signing with the London team. If the London franchise struggles to field talent, it will struggle on the field as well. Without reform in …

Private Enforcement Of Company Law And Securities Regulation In Korea, Hwa-Jin Kim

Book Chapters

This chapter offers a brief overview of the private enforcement of corporate law and securities regulation in Korea, with particular reference to the current legislative efforts in the Korean National Assembly and recent court cases. This chapter also talks about Korea’s ill-fated and misguided adoption of the fraud-on-the-market theory in securities fraud litigation.

Situating The Corporation Within The Vulnerability Paradigm: What Impact Does Corporate Personhood Have On Vulnerability, Dependency, And Resilience, Heather Kolinsky

UF Law Faculty Publications

As a result of Hobby Lobby, and the seemingly expanding notion of the corporation as a person within the traditional autonomous rights paradigm, a tension has developed between corporation as subject and corporation as institution. This evolution of corporation as person also highlights the problem of providing resilience to vulnerable subjects whose competing vulnerabilities are situated in the same corporate environment. Addressing this issue is of critical importance where employment has become the conduit for the responsive state to provide resilience to so many subjects, as well as the site of social institution building because the nature of our workplace …

Rrtc On Advancing Employment For Individuals With Idd: State Of The Science Paper – State Level Strategy And Policy, Thinkwork! At The Institute For Community Inclusion At Umass Boston

All Institute for Community Inclusion Publications

Since the introduction of supported employment in the Developmental Disabilities Act of 1984 and the Rehabilitation Act Amendments of 1986, there has been continued development and refinement of best practices in employment services and supports. Progress includes demonstration of creative outcomes for individuals with significant support needs, including customized jobs and self-employment, community rehabilitation providers that have shifted emphasis to integrated employment, and states that have made a substantial investment in Employment First policy and strategy. Despite these achievements, the promise of integrated employment has not been realized for many individuals with intellectual/developmental disabilities (IDD). The number of individuals supported …

Is There Hope For Change? The Evolution Of Conceptions Of Good Corporate Governance, Lynne L. Dallas

San Diego Law Review

To provide a useful perspective on corporate governance today, this Article examines the evolution of conceptions of “good” corporate governance that have successively revolutionized the corporate landscape. By the use of “evolution,” I do not mean some natural evolution, but changes in the beliefs of managers concerning how to run their businesses effectively. “Good” corporate governance refers to what is perceived as good from the point of view of firm managers and may or may not translate into what is good for society. This Article shows that corporate decision making was influenced over the years by successive, rationalized ideals of …

Pulte Home Corporation Order On Fourth Party Defendant Construction Materials, Inc's Consolidated Motion To Dismiss Southern Watershapes, Inc.'S Fourth Party Complaint, John J. Goger

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.

Msouth Equity Partners, Lp, Order Denying Defendant's Partial Motion To Dismiss, Elizabeth E. Long

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.