Business Organizations Law Commons^™

Further Perspectives On Corporate Wrongdoing, In Pari Delicto, And Auditor Malpractice, Deborah A. Demott

Washington and Lee Law Review

No abstract provided.

How Predatory Mortgage Lending Changed African American Communities And Families, Cheryl L. Wade

Faculty Publications

(Excerpt)

This symposium focuses on efforts to reform the secondary mortgage market in the aftermath of the most potent economic downturn in U.S. history since The Great Depression. One question posed at the symposium in several forms was whether low-income Americans should be encouraged to own a home. Implicit in this question is the idea that low­-income homebuyers were responsible for the losses that investors in mortgage-backed securities incurred. This question is part of a familiar narrative: investors in mortgage-backed securities suffered, and the economy suffered, because low-income homebuyers defaulted. My essay, however, looks beyond the alleged irresponsibility of homebuyers …

Agency And The Ontology Of The Corporation, Christopher M. Bruner

Washington and Lee Law Review

No abstract provided.

Protecting Minority Shareholders In Civil And Common Law Systems: Canadian, Ukrainian And German Examples, Iushchenko Igor Sergiiovych

LLM Theses

This thesis analyses minority shareholder protection in common law and civil law systems. Principally, this is done by examining closely-held corporations created under Canadian, Ukrainian and German laws. It examines minority shareholder protection by critically analyzing voting and related rights, the right to information; withdrawal from the company, expulsion right, the dissolution of a company, derivative action and direct action. The thesis also summarizes problems in the civil law system that cannot be solved in favor of minority shareholders. In addition to the above-mentioned, it provides possible solutions to the problems of minority shareholder protection in the civil law system, …

Going Native: Incentive, Identity, And The Inherent Ethical Problem Of In-House Counsel, Pam Jenoff

West Virginia Law Review

No abstract provided.

The Use Of Federal Law To Curb Excessive Executive Compensation: Lessons In Past Failures And Lessons For The Future, Kathryn J. Kennedy

Villanova Law Review (1956 - )

No abstract provided.

Bright-Line Rules And Inefficient Markets: The Third Circuit's 10b-5 Materiality Doctrine Is Ripe For Revision, Brian J. Boyle

Villanova Law Review (1956 - )

No abstract provided.

The New Exit In Venture Capital, Darian M. Ibrahim

Faculty Publications

No abstract provided.

Federalizing Fiduciary Duty: The Altered Scope Of Officer Fiduciary Duty Following Orderly Liquidation Under Dodd-Frank, Dorothy S. Lund

Faculty Scholarship

The financial crisis of 2008 ushered in a new era of regulatory reform in the United States. The failure of several large banks prompted Congressional scrutiny ofthe U.S. bank regulatory system. Many critics highlighted the government's failure to intervene to prevent Lehman Brothers' insolvency, which resulted in economic turmoil not yet resolved. Against this backdrop, Congress enacted the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank") in July 2010.

Dodd-Frank mandates institutional changes to minimize economic instability and establishes regulatory processes to guide the government's response to future bank failures. At the heart of the regulation is the Orderly …

Terrorism Financing Indicators For Financial Institutions In The United States, Richard K. Gordon

Faculty Publications

At least since the Financial Action Task Force (FATF) first published its Forty Recommendations, financial institutions in FATF-compliant jurisdictions have been required to implement preventive measures that require FIs to identify customers, establish client profiles, monitor for unusual transactions, review those transactions to see if there was suspicion that they involved the proceeds of crime and, if so, report the transaction to the authorities in the form of a suspicious transaction report (STR). When these requirements were first established, neither financial institutions nor their supervisors/regulators had much experience as to what in a client's profile and the client's patterns of …

Regulation Llc, Raymond P. Girnys

NYLS Law Review

No abstract provided.

Turning The Lights On: An Analysis Of The Fiduciary Duty Provisions Of The New York State Public Authority Reform Act, Adam Paul Gordon

NYLS Law Review

No abstract provided.

Green Building Liability: Considering The Applicable Standards Of Care And Strategies For Establishing A Different Level By Agreement, Darren A. Prum

UC Law Business Journal

Many in the construction industry have begun adopting green building practices, leading owners to demand specialists in this area to meet sustainable building goals. In taking on these projects, the parties may overlook the standard of care for disputes concerning green building liability. No case law has definitively resolved the appropriate standard of care for such projects, but through analysis of existing common law and approved strategies for creating contractual relationships, a likely standard for court treatment begins to emerge. The article recommends particular strategies that parties to green building contracts should undertake to avoid future disputes and set an …

Encouraging Litigation: Why Dodd-Frank Goes Too Far In Eliminating The Procedural Difficulties In Sarbanes-Oxley, Jessica Luhrs

UC Law Business Journal

This note reviews the whistleblower protections in the Dodd-Frank Wall Street Reform and Consumer Protection Act. These sweeping protections decrease the barriers and increase the incentives for corporate whistleblowers, in part by decreasing procedural hurdles and providing potentially staggering cash bounties. This note argues that these whistleblower protections go too far and are likely to increase the number of false and meritless claims filed with the Securities and Exchange Commission. This note concludes that the Securities and Exchange Commission should address these shortcomings and supplement its regulatory efforts by incentivizing corporate transparency, penalizing those who file false claims, and encouraging …

A Responsibility To Speak: Citizens United, Corporate Governance And Managing Risks, Roger Coffin

UC Law Business Journal

Contrary to prior assumptions, the right to corporate political speech established by Citizens United v. Federal Election Commission should not damage corporate stock prices or negatively affect firm value. A sampling of indexes and individual corporate stock prices provides empirical data demonstrating that corporate political spending does not harm shareholders. Special shareholder protections in the event of corporate political speech are therefore unnecessary and such corporate speech does not impinge a shareholder’s ability to exercise political beliefs. On the contrary, corporations require the ability to protect their own interest against regulation that may hamper economic success by engaging in political …

Scratch My Back, And I'Ll Scratch Yours: Scratching The Surface Of The Duty Of Care In Cross Sector Collaborations - Are For-Profits Obligated To Ensure The Sustainability Of Their Partner Non-Profits?, Christyne J. Vachon Esq.

UC Law Business Journal

Nonprofits and For-profit corporations increasingly interact with each other to gain the mutual benefits of cross sector Collaborations. Nonprofits gain access to resources, expertise, and new business avenues, among other benefits. For-profits gain good will, trust, and access to new markets. The Collaboration can lead to corporate governance issues that should not be overlooked during management decision making. The article evaluates a Continuum of engagement in the For-profit and Nonprofit Collaboration that informs the requisite duty of care for the entities’ boards of directors. Ultimately, the duty of care owed by the For-profit to the Nonprofit depends on where the …

Plus Ultra: Third-Party Preservation In A Cloud Computing Paradigm, Joseph A. Nicholson

UC Law Business Journal

This note analyzes problems of electronic document preservation in the context of cloud computing. Such document storage policies pose special problems when a litigant’s data is subject to discovery but stored on the network of a third-party vendor. Without contractual preservation obligations, these third parties are likely to escape sanctions even when crucial data is destroyed. The note proposes various electronic storage solutions that would preserve data for discovery during litigation while exposing current problems associated with current litigation tools that fail to compel document production. Finally, the author proposes using terms of service agreements that would ease tensions but …

Supplier Tactics For Dealing With Financially Distressed Corporate Customers, John A. Pearce Ii, Ilya A. Lipin

UC Law Business Journal

The 2007 recession led to thousands of corporate bankruptcies. When a corporation declares bankruptcy, suppliers are forced to recover payments that are legally owed to them, and thus suffer severe economic losses. Suppliers can benefit from being proactive in their use of legal tools to increase the probability of collecting receivables from their customers. This article explains how bankruptcy can affect suppliers' ability to obtain full payment for goods sold and details remedies available to suppliers under the Bankruptcy Abuse Prevention and Consumer Protection Act ("BAPCPA"). The author also provides tactics for how to improve the leverage of the supplier …

High-Frequency Trading And The Flash Crash: Structural Weaknesses In The Securities Markets And Proposed Regulatory Responses, Ian Poirier

UC Law Business Journal

This note will illuminate the relatively unknown highfrequency trading industry. First, it will examine the state of the industry, in context with the flash crash of May 6, 2010 when a single trader in Kansas City sent the U.S. securities markets into a tailspin. Next, it will explain why the hodgepodge of regulations struggling to control this industry is entirely inadequate to prevent another crash. Finally, the authors suggest a better solution-relatively noninvasive controls that could be put in place to prevent future flash crashes and restore investor confidence.

Debunking The Myth That Insurance Coverage Is Not Available Or Allowed For Intentional Torts Or Damages, Christopher C. French

UC Law Business Journal

A common misconception that insurance coverage is not available for intentional injuries or damage is, in fact, untrue. This myth is based in the “fortuity doctrine” that provides insurance should only cover losses by chance, and public policy that disfavors insurance for intentional harms. In reality, many types of liability insurance policies cover intentional torts ranging from trademark infringement to defamation and employment discrimination. These policies also cover punitive damage awards in most jurisdictions. Furthermore, public policy actually favors insurance recoveries for intentional torts because no empirical data exists to support the proposition that liability insurance increases policy holder misconduct. …