Business Organizations Law Commons^™

Teaching Llcs By Design, Anne M. Tucker

Washington and Lee Law Review

No abstract provided.

Bankruptcy’S Corporate Tax Loophole, Diane Lourdes Dick

Faculty Articles

Imagine you are a company with a failing business that is drowning in debt. On the bright side, you also possess a very valuable asset. This asset is unique because, unlike most assets, if you liquidate the business through a Chapter 7 bankruptcy, it will be extinguished and its value will not be realized by any shareholders or creditors. On the other hand, even if you substantially liquidate the business using Chapter 11, you can, thanks to an extraordinary ambiguity in the law, preserve this valuable asset. Even better, you can direct the value of this asset to your preferred …

The Materiality Of Morality: Conflict Minerals, Alexandrea L. Nelson

Utah Law Review

Shareholder activism is not a privilege—it is a right and a responsibility. When we invest in a company, we own part of that company and we are partly responsible for how that company progresses. If we believe there is something going wrong with the company, then we, as shareholders, must become active and vocal.

Quotas And The Transatlantic Divergence Of Corporate Governance, Véronique Magnier, Darren Rosenblum

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 …

Comparative Sex Regimes And Corporate Governance: An Introduction, Darren Rosenblum

Faculty Publications

(Excerpt)

In February 2013, on the day of the worst snowstorm in many years, Pace International Law Review conducted a symposium on “Comparative Sex Regimes and Corporate Governance.” Despite a total shutdown of all transport networks and the consequent absence of a few stranded scholars, we met to discuss the fraught questions posed by corporate board quotas and formulate answers.

Led by Norway in 2003, several nations have begun to mandate certain levels of women’s inclusion on corporate boards. In the face of widespread exclusion of women from corporate power that suggests structural biases, these quotas appear radical and compelling. …

The Law And Economics Of Corporate Social Responsibility And Greenwashing, Miriam A. Cherry

Faculty Publications

In this symposium article, I explore the link between corporate social responsibility (CSR) and the threat of greenwashing. In the first part of the article, I start with first principles, examining the origins of greenwashing, structuring its definitions, and identifying the economic incentives that lead firms into the practice. The second part of this article examines the legal structure that allows greenwashing to occur, and with it, explores the pervasiveness and extent of greenwashing. The third part of this article articulates the harms of greenwashing. Intuitively, greenwashing involves deception, falsity, and hypocrisy that reflexively seem problematic. Identifying the actual harm …

Toward A Critical Corporate Law Pedagogy And Scholarship, André Ddouglas Pond Cummings, Steven A. Ramirez, Cheryl L. Wade

Faculty Publications

(Excerpt)

In recent years, the publicly held corporation has assumed a central position in both the economic and political spheres of American life. Economically, the public corporation has long acted as the key institution within American capitalism. Politically, the public corporation now can use its economic might to sway electoral outcomes as never before. Indeed, individuals who control public firms wield more economic power and political power today than ever before. These truths profoundly shape American society. The power, control, and role of the public corporation under law and regulation, therefore, hold more importance than ever before.

Even though corporate …

Just Say No: Corporate Taxation And Corporate Social Responsibility, Reuven S. Avi-Yonah

Law & Economics Working Papers

This article will address the question whether publicly traded US corporations owe a duty to their shareholders to minimize their corporate tax burden in any way that they may be able to get away with from a purely legal perspective. First, however, to render the subsequent discussion a bit more concrete, I will describe a recently unveiled case study of corporate tax aggressiveness.

The Dwindling Of Revlon, Lyman P.Q. Johnson, Robert Ricca

Washington and Lee Law Review

No abstract provided.

Corruption, Corporations, And The New Human Right, Andrew B. Spalding

Law Faculty Publications

We should no longer expect the Alien Tort Statute to be the principal federal statute that deters overseas corporate rights violations. That distinction rightly belongs to the Foreign Corrupt Practices Act, an antibribery statute that rests on undisputed principles of corporate liability, contains a clear congressional statement of extraterritorial application, and routinely collects penalties from multinational corporate defendants. Scholars have not associated the FCPA with human rights, owing principally to a thin understanding of rights theory. But freedom from corruption can and should be understood as a human right, one that is as old as social contract theory but new …

The Power Of Paradox: The Need For Alternative Remedies In Virginia Minority Shareholder Oppression Cases, Stephanie Martinez

Law Student Publications

This comment addresses where Virginia's current scheme falls short and why equitable remedies are needed in Virginia minority shareholder oppression cases. Part I looks at how the MBCA attempted to solve the problem of minority shareholder oppression. Part II explores how other jurisdictions have interpreted or added to the MBCA so as to provide additional remedies in minority shareholder oppression cases. Finally, Part III advocates for adoption of a new dissolution statute in Virginia that includes equitable remedies for such cases.

Seinfeld V. Slager: The Delaware Chancery Court’S New Legal Standard For Reviewing Directors’ Decisions About Their Own Pay, Lilia Volynkova

NYLS Law Review

No abstract provided.

The Structure Of Stockholder Litigation: When Do The Merits Matter, Minor Myers, Charles R. Korsmo

Faculty Scholarship

No abstract provided.

Teenage Crowdfunding, Andrew A. Schwartz

Publications

Teenage startups are in the public interest and should be encouraged, yet the federal CARD Act of 2009 eliminated credit card financing for many such companies, cutting off an important source of early-stage business capital for teenage entrepreneurs. Since then, however, Congress passed the CROWDFUND Act of 2012 which will allow teenagers to raise early-stage financing through Internet crowdfunding. Teens, being masters of the Internet, are well positioned to exploit this new opportunity, with the upshot being that securities crowdfunding may become an important way for youthful entrepreneurs to fund their business dreams.

Innovation In Teaching Llcs: Introduction, Lyman P.Q. Johnson

Washington and Lee Law Review

No abstract provided.

To Be Or Not To Be A Funding Portal: Why Crowdfunding Platforms Will Become Broker-Dealers, Shekhar Darke

UC Law Business Journal

The recently enacted JOBS Act created crowdfunding exemption to securities registration, allowing entrepreneurs to raise capital for their ventures from everyday investors. The crowdfunding exemption has many stipulations such as a maximum investment and offering amounts within a given period. Also, investors can only invest in crowdfunding opportunities through intermediaries that are registered as broker-dealers or funding portals. The JOBS Act created funding portal registration as an easier alternative to the more burdensome broker-dealer registration. Thus, many people believe that crowdfunding platforms will opt to register as funding portals. However, this note argues that crowdfunding platforms would rather choose broker-dealer …

Confidential Ideas And Independent Contractors: Trade Secret Ownership In The Age Of The Hired Gun, Rob P. Saka

UC Law Business Journal

Does an independent contractor or a party hiring the contractor own the new, confidential ideas that fall outside of what the contract or is hired to provide, but that arise during the course of that work? The issue of tradesecret ownership is important due to the growing use of contractors, particularly in the tech development industry. This note explores the emerging issue of trade secret ownership in the post- Great Recession era of increased reliance on contractor-inventors. In concluding that-absenta contrary written agreement- contractor- inventors are the rightful owners of their incidentally created trade secrets while assigned to a project, …

Creating A Culture Of Compliance: Why Departmentalization May Not Be The Answer, Michele Destefano

UC Law Business Journal

Over the past few decades, as corporate criminal liability rules, sentencing guidelines, and settlement incentives have changed, there has been increased emphasis on and resources devoted to the compliance function at large publicly held companies. In this article, Professor DeStefano traces the development of the compliance function at large corporations and questions the recent mandate by certain governmental entities that malfeasant corporations designate a chief compliance officer and separate the compliance gatekeeping function from the legal department so that this chief compliance officer does not report to the general counsel. She categorizes the types of arguments made for and against …

Bolstering Competition In The International Remittance Market: A Proposal For Reforming The Current Regulatory Licensing Framework Governing Money Transmission Businesses, Leslie Gutierrez

UC Law Business Journal

State licensing requirements for money transmission businesses involved in international remittances have allowed key players Western Union and MoneyGram to benefit from the high demand for remittances and the lack of competition by enabling these entities to impose inflated prices on migrant consumers. With the growth of remittance flows and the rise of technological innovations, such as Internet and mobile payments, the current state-by-state licensing requirements for money transmission businesses prove to be overly burdensome and expensive and, ultimately, a barrier to entry for small businesses and start-ups. This note proposes to replace the current money-transmitting state licensing framework with …

One Worldwide Set Of Global Accounting Standards? - Hmm, Neal F. Newman

UC Law Business Journal

This paper examines the contemplated worldwide adoption of IFRS. This paper explores whether a one size fits all accounting regime is viable where economies around the globe, though interconnected, have different histories, different cultural norms, different economic dynamics, different investor and capital bases, and therefore, perhaps different uses for financial information. Do these different cultural norms, economic dynamics, investor and capital bases therefore necessitate different uses for financial information? And if so, how does that affect the stated goal of "[a] single set of high quality global accounting standards?" It is possible that these different cultural norms, economic dynamics, investor …