Business Organizations Law Commons^™

The Department Of Justice Merger Guidelines: A Critique And A Proposed Improvement, R. Preston Mcafee, Michael A. Williams

Pepperdine Law Review

No abstract provided.

The New Shareholder Power, John C. Carter

Pepperdine Law Review

No abstract provided.

A Note On Individual Recovery In Derivative Suits, Richard A. Booth

Pepperdine Law Review

No abstract provided.

The Supreme Court And The Shareholder Litigant: Basic, Inc. V. Levinson In Context, Jayne W. Barnard

Pepperdine Law Review

No abstract provided.

The "In Connection With" Requirement Of Rule 10b-5, C. Edward Fletcher Iii

Pepperdine Law Review

No abstract provided.

Friendship, Commerce, And Navigation Treaties: An Analysis Of The Foreign Corporation's Exemption From United States Labor Standards , Gregory S. Lane

Pepperdine Law Review

No abstract provided.

Decisional Integrity And The Business Judgment Rule: A Theory, Alfred Dennis Mathewson

Pepperdine Law Review

No abstract provided.

Transnational Business Governance Interaction And Competition Between Standard-Setting Initiatives: Labor Standards In Garment, Toys And Agriculture, Nicole Helmerich, Christopher Kaan

Transnational Business Governance Interactions Working Papers

This paper analyzes interactions within standard-setting networks in the area of social and labor rights. We examine the shape of transnational business governance interactions (TBGI), pathways, and interaction mechanisms in three sectors: garments, toys and agriculture. Our comparative analysis of each of these sectors reveals meaningful differences in both the organization of regulation networks and the resulting level of competition among participants. Overall, we find that the creation of a more inclusive and more coherent standard in a whole business sector comes with the cost of weaker rules and less monitoring. These industry-specific observations provide a springboard for future studies …

Public-Private Regime Interactions In Global Food Safety Governance, Ching-Fu Lin

Transnational Business Governance Interactions Working Papers

In response to an apparent decline in global food safety, numerous public and private regulatory initiatives have emerged to restore public confidence. This trend has been particularly marked by the growing influence of private regulators such as multinational food companies, supermarket chains and non-governmental organizations (NGOs), who employ private standards, certification protocols, third-party auditing, and transnational contracting practices. This paper explores how the structure and processes of private food safety governance interact with traditional public governance regimes, focusing on Global Good Agricultural Practices (GlobalGAP) as a primary example of the former. Due to the inefficiency and ineffectiveness of public regulation …

Private Governance, Public Implications And The Tightrope Of Regulatory Reform: The Isda Credit Derivatives Determinations Committees, John Biggins, Colin Scott

Transnational Business Governance Interactions Working Papers

Regulatory relationships in financial markets exemplify the importance and changing nature of transnational business governance interactions (TBGI). These interactions involve reciprocal forces of influence between private and public regulators. This paper examines one key case of private governance in financial markets: the emergence, structures and decision-making of Credit Derivatives Determinations Committees (DCs) of the International Swaps and Derivatives Association (ISDA). The paper highlights the mechanisms or 'pathways' of interaction between ISDA, governments, courts and public regulators. Interactions between state and non-state actors are shown to occur in both operational and policy spheres. ISDA is found to be a particularly resilient …

A System Of Transnational Business Interactions: The Case Of The Living Wage, David J. Doorey

Transnational Business Governance Interactions Working Papers

The subject of transnational business governance (TBG) interactions is an emerging field of study. These interactions are complex, involving multiple public and private actors crossing vast geopolitical spaces, with sometimes shared, but often conflicting interests. This complexity makes TBG interactions both an exciting new field of inquiry for scholars, but also an extremely challenging one. In these early days of theory development, it is useful to engage in a mapping exercise that will help scholars identify and test the relationships between the many inputs and outputs of TBG interactions. This new systems framework is demonstrated by reference to the complex …

The Tort Foundation Of Duty Of Care And Business Judgment, Robert J. Rhee

Faculty Scholarship

This Article corrects a misconception in corporation law – the belief that principles of tort law do not apply to the liability scheme of fiduciary duty. A board’s duty of care implies exposure to liability, but the business judgment rule precludes it. Tort law finds fault; corporation law excuses it. The conventional wisdom says that the tort analogy fails. This dismissal of tort prinicples is wrong. Although shareholder derivative suits and ordinary tort cases properly yield systemically antipodal outcomes, they are bound by a common analytical framework. The principles of board liability are rooted in tort doctrines governing duty, customs, …

Unsettledness In Delaware Corporate Law: Business Judgment Rule, Corporate Purpose, Lyman P. Q. Johnson

Scholarly Articles

This Article revisits two fundamental issues in corporate law. One — the central role of the business judgment rule in fiduciary litigation — involves a great deal of seemingly settled law, while the other — is there a mandated corporate purpose — has very little law. Using the emergent question of whether the business judgment rule should be used in analyzing officer and controlling shareholder fiduciary duties, the latter issue having recently been addressed by Chancellor Strine in the widely-heralded MFW decision, this Article proposes a fundamental rethinking of the rule’s analytical preeminence. For a variety of reasons, it is …

Apologies In The Marketplace, Kish Vinayagamoorthy

Scholarly Articles

In order to better appreciate the insufficiency of money in repairing relationships, Part I describes the benefits that an apology brings to the injured party, transgressor, and the broader community in which the parties belong. Part II explains the increasing significance of relationships to certain categories of commercial transactions and provides examples of the types of relational damage that a contractual breach can cause to these commercial relationships. Part III explains how the benefits previously described in Part I are applicable to repairing the types of commercial relational harm described in Part II. Given that relationships matter especially in transnational …

An Examination Of Foreign Corrupt Practices Act Issues, Mike Koehler

Richmond Journal of Global Law & Business

This article provides an overview of 2012 Foreign Corrupt Practice Act enforcement and examines the top FCPA issues from the year. The goal of the article is to place FCPA enforcement in better context and provide readers a more informed base in analyzing enforcement trends, assess- ing enforcement agency rhetoric and policy positions, and in sifting through the mounds of information disseminated by FCPA Inc.

Omg! Esd Codified!: The Overreaction To Codification Of The Economic Substance Doctrine, Monica D. Armstrong

Florida A & M University Law Review

No abstract provided.

Utah Should Adopt A Modified Version Of The Revised Uniform Limited Liability Company Act, Russell K. Smith

Utah OnLaw: The Utah Law Review Online Supplement

The Proposed Act offers a number of advantages over the Current Act. The Current Act is an outdated one-of-a-kind statute that is a patchwork of other commercial statutes that do not mesh well. It has significant inconsistencies and is decidedly less business-friendly than the Proposed Act. It is time for the Utah legislature to enact an LLC statute that (1) represents the best thinking of some of the nation’s foremost experts on LLCs and LLC legislation, (2) is drafted while taking into account recent developments and national trends, (3) offers the benefits of uniformity and consistency with Utah’s other unincorporated …

Is The Corporate Director's Duty Of Care A 'Fiduciary' Duty? Does It Matter?, Christopher M. Bruner

Scholarly Articles

While reference to "fiduciary duties" (plural) is routinely employed in the United States as a convenient short-hand for a corporate director's duties of care and loyalty, other common-law countries generally treat loyalty as the sole "fiduciary duty." This contrast prompts some important questions about the doctrinal structure for duty of care analysis adopted in Delaware, the principal jurisdiction of incorporation for U.S. public companies. Specifically, has the evolution of Delaware's convoluted and problematic framework for evaluating disinterested board conduct been facilitated by styling care a "fiduciary" duty? If so, then how should Delaware lawmakers and judges respond moving forward?

In …

Law, The American Corporation, And Society, Fenner Leland Stewart Jr.

PhD Dissertations

This book explores how American legal scholarship treats the corporation by providing a history of American corporate legal theory, a history of corporate (social) responsibility from the perspective of the Berle–Dodd debate, an analysis of how legal scholars understand corporate lawmaking in America, and an initial inquiry into how the prevailing opinions about the corporation are realized in the context of a critical assessment of whether or not this resulting corporate governance holds the potential to compliment the efforts of new governance regulators. This book consists of four essays about American corporate governance. Three essays trace how three particular presumptions …

New Corporate Forms And Green Business, Antony Page

Faculty Publications

You want to start a business: not just an ordinary business, producing ordinary social benefit, but a dual-mission business that will both make a profit and benefit the environment. This green business, you expect, will sometimes face trade-offs between the missions, in the sense that sometimes owners' wealth and profit will have to be sacrificed to pursue environmental benefits. You're optimistic, in that you hope the business will find outside investors and will scale up easily. Moreover, you don't want to lie or even dissemble about your motives or about the business's actions. You want to be both authentic and …