Business Organizations Law Commons^™

Typology Of Public-Private Equity, Sung Eun (Summer) Kim

Florida State University Law Review

Private equity, which pools funds for investment in private businesses, is one of the largest and fastest growing investment opportunities in the markets today. Private equity traditionally sought investments exclusively from sophisticated investors such as high net worth individuals and institutional investors. More recently, however, a growing number of private equity businesses have gone public and opened their doors to public investors, who are drawn to these investments because of the possibility of high returns and the opportunity to diversify their investment portfolios. In this Article, I review the universe of public-private equity (or PPE) businesses that are traded on …

Rrtc On Advancing Employment: Bringing Employment First To Scale, John Butterworth, Amie Lulinski, Thinkwork! At The Institute For Community Inclusion At Umass Boston

All Institute for Community Inclusion Publications

In July 2017, ThinkWork conducted a State of the Science session the The Summer Leadership Institute hosted by The Arc of the United States.

State Of The Science Paper – Delivering The Most Effective Employment Supports: Organizational Design And Capacity Building, Brief Summary, Thinkwork! At The Institute For Community Inclusion At Umass Boston

All Institute for Community Inclusion Publications

This brief aims to share information learned from two studies: 1) interviews with employment consultants; and 2) a Delphi process to determine what characteristics are most critical for organizational transformation from facility-based to community-based integrated employment for people with IDD. The relationship between study findings will be explored and a relational model will be introduced.

Corporate Privilege And An Individual's Right To Defend, Susan B. Heyman

Law Faculty Scholarship

No abstract provided.

Case Law On American Indians: August 2015—August 2016, Thomas P. Schlosser

American Indian Law Journal

No abstract provided.

Agency And Partnership Law [2016], Pearlie M. C. Koh, Stephen Noel Henry Bull

Research Collection Yong Pung How School Of Law

No abstract provided.

Regulating Squeeze-Outs Techniques By Controlling Shareholders: The Divergence Between Hong Kong And Singapore, Christopher C. H. Chen, Wei Zhang, Wai Yee Wan

Research Collection Yong Pung How School Of Law

No abstract provided.

The First Real-Time Blockchain Vat - Gcc Solves Mtic Fraud, Richard Thompson Ainsworth, Musaad Alwohaibi

Faculty Scholarship

Following years of study the Gulf Cooperation Council (GCC) appears ready to adopt the recommendations of the International Monetary Fund (IMF) and put in place a tax system that will stabilize revenue. A value added tax (VAT) and corporate income tax (CIT) are considered. A VAT Framework Agreement, that functions like the VAT Directive in the EU, has been agreed.

Although new, the GCC VAT is very worthy of attention. From a tax policy perspective, it is making notable improvements to EU VAT design. The GCC VAT is (potentially) the world’s first real-time, blockchain-secured, multi-jurisdictional VAT. This is a remarkable …

To Be A "Whistleblower," Or Not To Be A "Whistleblower? " That Is The Question-Whether 'Tis Nobler In The Mind Of The Courts To Suffer For Reporting Wrongdoing To The Sec Or Employers Internally: Examining The Recent Circuit Split Regarding The Definition Of A Whistleblower Under Dodd-Frank, Luke I. Landers

The Journal of Business, Entrepreneurship & the Law

Under the current state of the law, the circuit courts are split over whether an employee must report corporate wrongdoing directly to the Securities and Exchange Commission (SEC), or report wrongdoing to a company’s management in order to receive whistleblower protection under Dodd–Frank. The resolution of this circuit split not only will have implications for American employees caught in situations similar to the fiction above, but also will provide a prime opportunity for the Supreme Court to clarify how courts are to understand the interpretive and deferential relationship between the language of legislative statutes and their corresponding bureaucratic regulations. In …

Clarifying The Original Clawback: Interpreting Sarbanes-Oxley Section 304 Through The Lens Of Dodd-Frank Section 954, J. Royce Fichtner, Patrick Heaston, Lou Ann Simpson

The Journal of Business, Entrepreneurship & the Law

In the early 2000s, major accounting scandals involving reporting violations and audit failures sent the United States financial markets into turmoil. Congress and President George W. Bush reacted to the controversy by passing the Public Company Accounting Reform and Investor Protection Act, better known as the Sarbanes–Oxley Act (SOX), in July of 2002. Section 304 created an explicit procedure, whereby the SEC could disgorge or clawback a CEO or CFO’s incentive-based compensation or stock gains when such profits were based on inflated financial statements later required to be restated to reflect the company’s true financial position. When the stock market …

Morris Hardwick Schneider Llc Et Al. Order On Plaintiff Landcastle Title, Llc's Motion For Summary Judgment On Defendant's Counterclaim, Melvin K. Westmoreland

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

No abstract provided.

The Information Regulation Of Business Actors, Kishanthi Parella

Scholarly Articles

A transnational legal order (TLO) is emerging regarding the role of businesses in respecting human rights. This legal order includes multistakeholder initiatives, international organization recommendations and guidelines, NGO certifications, and other voluntary instruments. Many of the norms within this TLO are nonbinding and therefore lack mandatory compliance; what they may possess is persuasive power, particularly when the norms are developed, endorsed, and managed by reputable organizations. It is that reputational, or legitimacy, advantage that matters for encouraging industry associations to comply with the nonbinding norms associated with these organizations. Industry associations and other business actors will gravitate more towards legitimacy …

Reconceptualizing The Whistleblower's Dilemma, Miriam Baer

Faculty Scholarship

No abstract provided.

Anything But Common: New York's "Pending Or Anticipated Litigation" Limitation To The Common Interest Doctrine Creates More Problems Than It Solves, Eric A. Franz

Washington Law Review

New York’s highest court recently handed down Ambac v. Countrywide, a decision that has major ramifications in the mergers and acquisitions (M&A) world. Once parties sign a merger or acquisition agreement, they share a common interest in ensuring that both parties comply with applicable laws, a process that requires legal communications with each other’s attorneys. Under the common interest doctrine, Delaware and the majority of federal circuits apply the attorney-client privilege to shield many of these communications from discovery. However, Ambac upset M&A attorneys’ reliance on the common interest doctrine by holding that parties to a merger waive their …

Contracting Out Of The Fiduciary Duty Of Loyalty: An Empirical Analysis Of Corporate Opportunity Waivers, Gabriel Rauterberg, Eric Talley

Articles

For centuries, the duty of loyalty has been the hallowed centerpiece of fiduciary obligation, widely considered one of the few “mandatory” rules of corporate law. That view, however, is no longer true. Beginning in 2000, Delaware dramatically departed from tradition by granting incorporated entities a statutory right to waive a crucial part of the duty of loyalty: the corporate opportunities doctrine. Other states have since followed Delaware’s lead, similarly permitting firms to execute “corporate opportunity waivers.” Surprisingly, more than fifteen years into this reform experiment, no study has attempted to either systematically measure the corporate response to these reforms or …

Human Rights And Cybersecurity Due Diligence: A Comparative Study, Scott J. Shackelford

University of Michigan Journal of Law Reform

No company, just like no nation, is an island in cyberspace; the actions of actors from hacktivists to nation-states have the potential to impact the bottom line, along with the human rights of consumers and the public writ large. To help meet the multifaceted challenges replete in a rapidly globalizing world—and owing to the relative lack of binding international law to regulate both cybersecurity and the impact of business on human rights—companies are reconceptualizing what constitutes “due diligence.” This Article takes lessons from both the cybersecurity and human rights due diligence contexts to determine areas for cross-pollination in an effort …

The Fallacious Objections To The Tax Treatment Of Carried Interest, Douglas A. Kahn, Jeffrey H. Kahn

Articles

“The tax treatment of carried interest has become a notorious bete noire for many politicians and some academicians and practitioners. Both 2016 presidential candidates denounced the current tax treatment and vowed to change it. President Obama described the current treatment as a "tax loophole" which should be closed. Others have also characterized the current tax treatment as an abusive loophole.' It is the thesis of this article that those criticisms are unfounded. To the contrary, the current tax treatment accords with sound tax policy and is proper and appropriate. Given the broad approval that attended the attacks on carried interest, …

Independent Directors In Singapore: Puzzling Compliance Requiring Explanation, Dan W. Puchniak, Luh Luh Lan

Research Collection Yong Pung How School Of Law

At first blush, the rise of independent directors in Singapore provides a straightforward example of a successful legal transplant from the West to Asia. In 2001, Singapore implemented a U.K.-inspired Code of Corporate Governance, which required the adoption of American-style independent directors on a "comply or explain" basis. Shortly thereafter, an overwhelming 98% of Singapore-listed companies reported full compliance. This, combined with Singapore's world-leading economic success, ostensibly confirmed the Anglo-American-cum- global conventional wisdom that American-style independent directors are required for good corporate governance.Using hand-collected data from 245 codes of corporate governance from eighty-seven jurisdictions, this Article reveals, however, that Singapore's …

Coordination And Monitoring In Changes Of Control: The Controversial Role Of “Wolf Packs” In Capital Markets, Anita Anand, Andrew Mihalik

Osgoode Hall Law Journal

Given recent empirical work suggesting that Canada is one of two countries in which outcomes favourable to shareholder activists are more likely than in the United States, one might wonder whether shareholders in Canadian public companies have become too empowered. This concern takes on particular significance in light of controversies arising from the emergence of “wolf packs”: loose networks of parallel-minded shareholders (typically hedge funds) that act together to effect change in a given corporation without disclosing their collective interest. This article analogizes the role of wolf packs in the corporation to that of a blockholder. It isolates certain conditions …

Violence Taxes: New Way To Recoup And Prevent The Costs Of Gun Violence? Or New Method To Destroy Business And Competitiveness?, Joseph R. Buoscio Jr.

DePaul Business & Commercial Law Journal

No abstract provided.