A Right Without A Remedy Is No Right At All: A Case For Why Ab 1844 Requires A Remedial Scheme And What It Might Be,
2014
UC Law SF
A Right Without A Remedy Is No Right At All: A Case For Why Ab 1844 Requires A Remedial Scheme And What It Might Be, Tina Lu
UC Law Business Journal
This note seeks to explore whether California intended to create a right or right of action for a plaintiff seeking to sue an employer for an AB 1844 violation, and if so, what remedies are available to the plaintiff. This note discusses several remedies that may be available: options include, but are not limited to, a discussion of the remedial scheme created by the Private Attorney General Act of 2004; a wrongful discharge claim in violation of public policy; or a civil penalty. Next, this note discusses whether or not the trifocal approach of the rights--right of action--remedy equation is …
The New Regulation Of Small Business Capital Formation: The Impact—If Any—Of The Jobs Act,
2014
University of Kentucky College of Law
The New Regulation Of Small Business Capital Formation: The Impact—If Any—Of The Jobs Act, Rutheford B. Campbell Jr.
Law Faculty Scholarly Articles
The Jumpstart Our Business Startups Act (JOBS Act) was—at least apparently—driven by the desire to promote job creation by facilitating small business capital formation. The legislation was premised on the correct assumptions that small businesses create jobs and that an efficient access to capital is essential for small businesses to emerge, compete, and survive in our competitive, market economy. It is certain that the JOBS Act will have an effect on businesses’ access to external capital. With regard, however, to the capital formation efforts of small businesses—businesses that may account for more than 25% of our national economy—the analysis offered …
The Expanding Reach Of The Executive In Foreign Direct Investment: How Ralls V. Cfius Will Alter The Fdi Landscape In The United States,
2014
American University Washington College of Law
The Expanding Reach Of The Executive In Foreign Direct Investment: How Ralls V. Cfius Will Alter The Fdi Landscape In The United States, Hunter Deeley
American University Business Law Review
No abstract provided.
To Pay Or Not To Pay: Interpretation Of Section 302 Of The Labor Management Relations Act As Evidenced By Titan Tire,
2014
American University Washington College of Law
To Pay Or Not To Pay: Interpretation Of Section 302 Of The Labor Management Relations Act As Evidenced By Titan Tire, Dylan Mooney
American University Business Law Review
No abstract provided.
Does Board Independence Reduce The Cost Of Debt?,
2014
Duke Law School
Does Board Independence Reduce The Cost Of Debt?, Michael Bradley, Dong Chen
Faculty Scholarship
Using the passage of the Sarbanes-Oxley Act and the associated change in listing standards as a natural experiment, we find that while board independence decreases the cost of debt when credit conditions are strong or leverage low, it increases the cost of debt when credit conditions are poor or leverage high. We also document that independent directors set corporate policies that increase firm risk. These results suggest that, acting in the interest of shareholders, independent directors are increasingly costly to bondholders with the intensification of the agency conflict between these two stakeholders.
The Monitor-“Client” Relationship,
2014
Notre Dame Law School
The Monitor-“Client” Relationship, Veronica Root
Journal Articles
This Article argues that providing a set of clear, enforceable, predictable rules regarding the scope of monitorships that facilitate a monitor’s function as a legal counselor will improve the long-term effectiveness of monitorships. This Article suggests one mechanism for achieving this goal—a statutory privilege—aimed at encouraging a formalized relat+H23ionship amongst a monitor, the government, and the corporation, which re-conceptualizes the relationship as “The Monitor-‘Client’ Relationship.”
The Contractual Foundation Of Family-Business Law,
2014
University of South Carolina - Columbia
The Contractual Foundation Of Family-Business Law, Benjamin Means
Faculty Publications
Most U.S. businesses are family owned, and yet the law governing business organizations does not account adequately for family relationships. Nor have legal scholars paid sufficient attention to family businesses. Instead, legal scholars operate within a contractarian model of business organization law, which holds that a firm is comprised of a nexus of contracts among economically rational actors. Intimate relationships appear irrelevant except insofar as they affect contractual choices. Indeed, strictly speaking, there is no such thing as family-business law.
This Article lays the foundation for a law of family business by expanding the contractarian model: a firm includes not …
Fiduciary Duty And The Ex Officio Conundrum In Corporate Governance: The Troublesome Murkiness Of The Gubernatorial Trustee's Obligations,
2014
UC Law SF
Fiduciary Duty And The Ex Officio Conundrum In Corporate Governance: The Troublesome Murkiness Of The Gubernatorial Trustee's Obligations, Salar Ghahramani
UC Law Business Journal
Should governors serve on the boards of incorporated universities as ex officio members? This article examines the question by considering the expeience of Pennnsylvania State University and analyzes the implications of governors serving on the boards of state- aided corporations by focusing on the fiduciary responsibilities of directors under corporate law. The article concludes that the current statutory framework needs reconsideration and asserts that while there is no question that the state's public interests should trump an institution's "private" interests, it is the state that has chartered the corporation for the promotion of a public good (education) and has appointed …
From Revolutionary To Palace Guard: The Role And Requirements Of Intermediaries Under Proposed Regulation Crowdfunding,
2014
CrowdCheck, Inc.
From Revolutionary To Palace Guard: The Role And Requirements Of Intermediaries Under Proposed Regulation Crowdfunding, Andrew D. Stephenson, Brian R. Knight, Matthew Bahleda
Michigan Business & Entrepreneurial Law Review
Intermediaries in securities crowdfunding face significant requirements as a result of the statutory mandates of Title III of the JOBS Act. The SEC, in its proposed rules, provided structure to these requirements. The proposed rules would create strict requirements for intermediaries regarding their relationships with investors and how they undertake crowdfunding transactions under Section 4(a)(6) of the Securities Act. The proposed rules would also create and establish the guidelines for funding portals, a new type of limited purpose securities broker. While some commentators decry the SEC for placing undue burdens and legal liabilities on intermediaries in securities crowdfunding, the SEC …
The Jobs Act Trojan Horse: A Gift To Startups With Something Else Inside?,
2014
University of Michigan Ross School of Business
The Jobs Act Trojan Horse: A Gift To Startups With Something Else Inside?, Erik Gordon
Michigan Business & Entrepreneurial Law Review
This Comment will analyze which provisions of the Act are consistent with the purpose that sponsors would have the public believe, that emphasized by the name “JOBS Act,” and distinguish them from those provisions that serve as menacing soldiers hidden under the cover of a name that diverts attention from the Act’s true purpose.
Enhancing The Legal And Regulatory Environment For Investment In Social Enterprise,
2014
University of Michigan Law School
Enhancing The Legal And Regulatory Environment For Investment In Social Enterprise, Dilpreet K. Minhas
Michigan Business & Entrepreneurial Law Review
The objectives of this Note are: 1) to provide readers interested in social enterprise and entrepreneurship an introduction to these endeavors and the growing trend toward using them; 2) to present the challenges stemming from the legal and financial frameworks surrounding social investment activity, which can inhibit the survival and growth of social enterprises; and 3) to propose suggestions for addressing such challenges and limitations in order to better support the survival of social enterprise. Part II and Part III provide a broad perspective of the types of investment in and nurturing of social entrepreneurship in the U.S. Part IV …
Insider Trading And Other Securities Frauds In The United States: Lessons For Chile,
2014
Wöss & Partners, PPLC
Insider Trading And Other Securities Frauds In The United States: Lessons For Chile, Dante Figueroa
Michigan Business & Entrepreneurial Law Review
This Article is a comparative analysis of insider trading law in the United States and Chile. The study summarily reviews the historical, political, and legal foundations of insider trading regulation in both jurisdictions, identifying areas of convergence, as well as areas in which the Chilean securities market could benefit vis- ` a-vis the more advanced experience of the considerably larger American securities market. The Article also highlights the axiological closeness between both jurisdictions concerning the protection of inside corporate information and the fiduciary role of those who intervene in securities markets in their various capacities (as investors, shareholders, corporate officers, …
Legally "Strong" Shareholders Of Japan,
2014
University of Tokyo
Legally "Strong" Shareholders Of Japan, Gen Goto
Michigan Business & Entrepreneurial Law Review
Foreign investors often criticize Japanese corporations for not paying enough attention to the interests of their shareholders. It might surprise these critics, then, to learn that shareholders’ legal rights under the Japanese Companies Act are actually quite strong. Indeed, many of the rights that shareholders’ rights advocates often support, including shareholders’ power to alter a corporate charter without board consent, shareholders’ power to control dividend payments, majority voting for board elections, shareholders’ power to replace the board of directors, and shareholder access to a corporate ballot—all of which are strongly debated elsewhere— are already effective in Japan. Moreover, derivative suits …
Profile - The Wildlife Conservation Society,
2014
New York Law School
Profile - The Wildlife Conservation Society, James Hagy, Lana Buchbinder, Barbara Beau
Rooftops Project
What might it be like if your not-for-profit was responsible for projects with occupants consisting of humans plus some 1,700 other species? How can physical location and the needs of animals and visitors be harmonized through architectural design? Barbara Beau, Lana Buchbinder, and Professor James Hagy of The Rooftops Project interview Sue Chin about her work as Chief Architect at the Wildlife Conservation Society.
Quotas And The Transatlantic Divergence Of Corporate Governance,
2014
Elisabeth Haub School of Law at Pace University
Quotas And The Transatlantic Divergence Of Corporate Governance, Darren Rosenblum
Elisabeth Haub School of Law Faculty Publications
The French adoption of a corporate board quota for women reflects Europe's increasingly stakeholder-oriented approach to corporate governance, one that stands in marked contrast with that of the United States. This Article discusses how the corporate board quota will shift French and European corporate governance. The change accentuates an already established stakeholder corporate culture widespread in Europe, most notably evidenced by the presence of worker representation on boards. In contrast, the United States' corporate governance structure increasingly places the shareholder at its center. The proliferation of quotas for women on corporate boards in the national and transnational European contexts is …
A Court For The One Percent: How The Supreme Court Contributes To Economic Inequality,
2014
University of Baltimore School of Law
A Court For The One Percent: How The Supreme Court Contributes To Economic Inequality, Michele E. Gilman
All Faculty Scholarship
This Article explores the United States Supreme Court’s role in furthering economic inequality. The Occupy Wall Street movement in 2011 not only highlighted growing income and wealth inequality in the United States, but also pointed the blame at governmental policies that favor business interests and the wealthy due to their outsized influence on politicians. Numerous economists and political scientists agree with this thesis. However, in focusing ire on the political branches and big business, these critiques have largely overlooked the role of the judiciary in fostering economic inequality. The Court’s doctrine touches each of the major causes of economic inequality, …
The Governance Structure Of Shadow Banking,
2014
Duke Law School
The Governance Structure Of Shadow Banking, Steven L. Schwarcz
Faculty Scholarship
No abstract provided.
Defined By Dictum: The Geography Of Revlon-Land In Cash And Mixed Consideration Transactions,
2014
Villanova University Charles Widger School of Law
Defined By Dictum: The Geography Of Revlon-Land In Cash And Mixed Consideration Transactions, Mohsen Manesh
Villanova Law Review (1956 - )
No abstract provided.
'Quack Corporate Governance' As Traditional Chinese Medicine – The Securities Regulation Cannibalization Of China's Corporate Law And A State Regulator's Battle Against Party State Political Economic Power,
2014
University of Michigan Law School
'Quack Corporate Governance' As Traditional Chinese Medicine – The Securities Regulation Cannibalization Of China's Corporate Law And A State Regulator's Battle Against Party State Political Economic Power, Nicholas C. Howson
Articles
From the start of the People’s Republic of China’s (PRC) “corporatization ” project in the late 1980s, a Chinese corporate governance regime subject to increasingly enabling legal norms has been determined by mandatory regulations imposed by the PRC securities regulator, the China Securities Regulatory Commission (CSRC). Indeed, the Chinese corporate law system has been cannibalized by all - encompassing securities regulation directed at corporate governance, at least for companies with listed stock. This Article traces the path of that sustained intervention and makes a case — wholly contrary to the “quack corporate governance” critique much aired in the United States …
Maryland's Social Networking Law: No "Friend" To Employers And Employees,
2014
University of Maryland Francis King Carey School of Law
Maryland's Social Networking Law: No "Friend" To Employers And Employees, Alexander Borman
Journal of Business & Technology Law
No abstract provided.
