Business Organizations Law Commons^™

Dual-Class Capital Structures: A Legal, Theoretical & Empirical Buy-Side Analysis, Christopher C. Mckinnon

Michigan Business & Entrepreneurial Law Review

“The advantage of a dual-class share structure is that it protects entrepreneurial management from the demands of ordinary shareholders. The disadvantage of a dual-class share structure is that it protects entrepreneurial management from the demands of shareholders.” Issuing dual classes of stock has become hotly debated since two major events transpired in 2014: (1) Facebook acquired WhatsApp for $19 billion and (2) Alibaba chose to list its shares on the New York Stock Exchange (NYSE) instead of the Hong Kong Exchange. Because dual-class managers, like those at Facebook and Alibaba, retain a controlling voting block, their decisions are immune from …

Drummond Financial Services Llc Order On Plaintiffs' Motion For Contempt, John J. Goger

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

No abstract provided.

The Social Enterprise Law Market, J. Haskell Murray

Maryland Law Review

During the last seven years, over thirty states have passed at least one social enterprise statute. These social enterprise statutes allow the formation of a plethora of new entity types, including low-profit limited liability companies, benefit corporations, benefit limited liability companies, public benefit corporations, and social purpose corporations. Social enterprises have attracted increasing academic attention, but virtually nothing has been written on if and how states are competing for these entities. This Article attempts to fill that void, while also providing a history of the social enterprise forms, a comparative analysis, and recommendations for states that wish to engage in …

Yates V. United States: Floundering About In The Choppy Waters Of Statutory Interpretation, Lindsay Defrancesco

Maryland Law Review

No abstract provided.

The Rise Of Corporate Religious Liberty: Introduction, Micah Schwartzman, Chad Flanders, Zoe Robinson

All Faculty Scholarship

This Introduction to our edited book, The Rise of Corporate Religious Liberty (Oxford University Press, 2016), offers an account of the “corporate turn” in law and religion. Here the term “corporate” refers to any organized body of people - groups, associations, organizations, and institutions - and, more specifically, to for-profit corporations. Our contention is that the relationship between law and religion has shifted dramatically in the last decade, moving from a conception of religious freedom focused mainly on individual liberty toward one that privileges the rights of religious organizations. We trace this development in two stages, describing the initial movement …

Re-Examining The Business Judgment Rule From A Comparative Perspective: Is It Really In The Shareholders’ Interests?, Aurelio Gurrea-Martinez

Research Collection Yong Pung How School Of Law

One of the most remarkable features of US corporate law–at least, from the perspective of a foreign scholar–is the power given to the board of directors. Under current US corporate law (especially, in Delaware), the authority of the board of directors is not in significant question. Several arguments have been given to explain this reality; and various policy justifications may even support the lack of substantive checks on board discretion.

Corporate Claims Against Directors Or Officers Following The Company’S Unlawful Conduct, Wai Yee Wan

Research Collection Yong Pung How School Of Law

When a company enters into a transaction or undertakes an action that turns out to be either illegal or otherwise exposes the company to substantial fines or other pecuniary sanctions, the question arises as to whether the company may then recover its fines, expenses and other losses from its directors and employees, in the absence of the relevant legislation specifically providing for, or denying a claim by, the company. In these cases, the board may have made a specific decision to cause the company to enter into the unlawful conduct or may have failed to prevent the improper conduct from …

Has The S-Corp Run Its Course? The Past Successes And Future Possibilities Of The S Corporation, David Branham

Journal of Legislation

The United States' economy has benefited greatly by providing an atmosphere where small businesses can grow in a free marketplace. The S-Corporation and its tax advantages have played a pivotal role in our strong economy. In order to ensure continued success as a part of the economy, the S-Corporation element prohibiting foreign shareholders needs to be adjusted.

William C. Lankford Jr. Order On Petitioner Bennett L. Knight's Motion For Judgment On The Pleadings, Melvin K. Westmoreland

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

No abstract provided.

The New Minnesota Llc Act: Flexibility And Control For Minnesota Business Owners, Leanne Fuith

Journal of Law and Practice

No abstract provided.

Social Media: Creating Student Awareness Of Its Use In The Hiring Process, Justin Blount, Carol S. Wright, Ashley A. Hall, Judith L. Biss

Faculty Publications

As the use of social media permeates our lives, it is important for business educators to promote the effective use of this technology to students for both their role as job seekers as well as potential hiring managers. This article will present current perceptions among business students on using social media in the job search process, primary research from recruiters in an attempt to understand employers’ policies and practices with respect to the use of social media in the hiring process, key laws which students should be aware of with respect to the use of social media by employers, and …

Disciplining Corporate Boards And Debtholders Through Targeted Proxy Access, Michelle M. Harner

Faculty Scholarship

Corporate directors committed to a failed business strategy or unduly influenced by the company’s debtholders need a dissenting voice—they need shareholder nominees on the board. This article examines the bias, conflicts, and external factors that impact board decisions, particularly when a company faces financial distress. It challenges the conventional wisdom that debt disciplines management, and it suggests that, in certain circumstances, the company would benefit from having the shareholders’ perspective more actively represented on the board. To that end, the article proposes a bylaw that would give shareholders the ability to nominate directors upon the occurrence of predefined events. Such …

The Stewardship Of Trust In The Global Value Chain, Kishanthi Parella

Scholarly Articles

Global governance has not yet caught up with the globalization of business. As a result, our headlines provide daily accounts of the extent and consequences of these "governance gaps." The ability of corporations to evade state control also contributes to an unusual, even frightening, phenomenon: corporations are governing like states. Some governance functions traditionally delivered by state actors are now increasingly undertaken by transnational corporations. One area that is experiencing this substitution is dispute resolution of human rights. Corporations and other business enterprises, individually or collectively, are creating a variety of grievance mechanisms to address human rights and other conflicts …

Voluntary Disclosure Fostering Overenforcement And Overcriminalization Of The Fcpa, Karen E. Woody

Scholarly Articles

Professor Peter Reilly’s article, Incentivizing Corporate America to Eradicate Transnational Bribery Worldwide: Federal Transparency and Voluntary Disclosure Under the Foreign Corrupt Practices Act, 67 Fla. L. Rev. 1683 (2015), challenges the notion that voluntary disclosure of potential Foreign Corrupt Practices Act (FCPA) violations to the government is always the best course of action for a company. In a world where whistleblowers can receive a bounty for information provided to the Securities and Exchange Commission (SEC),2 self-reporting is a critical, high-pressure decision that each company must undertake when faced with potential FCPA liability.

This Article takes a broader look at …

Community Economic Development, Legal Clinic Program

Course Descriptions and Information

This clinic emphasizes transactional practice skills. This clinic provides short term counseling in a broad range of small business matters such as corporations, limited liability companies, partnerships, intellectual property, copyright, trademark, privacy law, nonprofit organizations, art groups as well as the legal requirements for starting a small business. Students provide direct legal assistance, counseling, representation, community legal education, and informational materials to new and mature for-profit and non-profit organizations, individuals and community groups seeking to better the economic, social, equitable and cultural well-being of low income communities.

Community Economic Development Clinic, Legal Clinic Program

Clinical Programs Brochures

The Community Economic Development Clinic is an in-house small business transactional clinic designed to provide students with a broad study of the growing area of community economic development law. Services include legal business, policy and regulatory considerations that underlie efforts to enhance the economic viability of low-income communities through the development of entrepreneurship and affordable housing.

Assistance may be provided to groups that promote community and economic development in the following areas: community preservation, development and empowerment; drug prevention; homelessness; literacy; micro-enterprise development; social welfare; youth and teen development entrepreneurship; and creating and maintaining low-income and affordable housing.

Three Problems (And Two Solutions) In The Law Of Partnership Formation, Shawn J. Bayern

Scholarly Publications

This Article considers several foundational questions concerning the formation of general partnerships, a topic that has received little modern attention and that is governed largely by classical axioms rather than adaptive modern considerations. Its three main topics concern (1) the timing of partnership formation, (2) the aggregation of multiple distinct questions under the single heading of “partnership formation,” and (3) the rarely challenged proposition that general partners ought to be liable for partnership obligations, a doctrine that is surprisingly at odds with the rest of modern business-entity law.

The First Amendment And The Corporate Civil Rights Movement, Tamara R. Piety

Journal of Business & Technology Law

No abstract provided.

Intermediating Crowdfunding: A Foundational Assessment, Joan Macleod Heminway

Book Chapters

No abstract provided.

Donald Weidner And The Modern Law Of Partnerships, Robert W. Hillman

Florida State University Law Review

No abstract provided.