The Fiduciary Duty Of Dissent,
2024
Villanova University Charles Widger School of Law
The Fiduciary Duty Of Dissent, Joseph W. Yockey
Villanova Law Review (1956 - )
No abstract provided.
Racial Targets,
2024
Northwestern Pritzker School of Law
Racial Targets, Atinuke O. Adediran
Northwestern University Law Review
It is common scholarly and popular wisdom that racial quotas are illegal. However, the reality is that since 2020’s racial reckoning, many of the largest companies have been touting specific, albeit voluntary, goals to hire or promote people of color, which this Article refers to as “racial targets.” The Article addresses this phenomenon and shows that companies can defend racial targets as distinct from racial quotas, which involve a rigid number or proportion of opportunities reserved exclusively for minority groups. The political implications of the legal defensibility of racial targets are significant in this moment in American history, where race …
The Impossibility Of Corporate Political Ideology: Upholding Sec Climate Disclosures Against Compelled Commercial Speech Challenges,
2024
Northwestern Pritzker School of Law
The Impossibility Of Corporate Political Ideology: Upholding Sec Climate Disclosures Against Compelled Commercial Speech Challenges, Erin Murphy
Northwestern University Law Review
To address the increasingly dire climate crisis, the SEC will require public companies to reveal their business’s environmental impact to the market through climate disclosures. Businesses and states challenged the required disclosures as compelled, politically motivated speech that risks putting First Amendment doctrine into further jeopardy. In the past five years, the U.S. Supreme Court has demonstrated an increased propensity to hear compelled speech cases and rule in favor of litigants claiming First Amendment protection from disclosing information that they disagree with or believe to be a politically charged topic. Dissenting liberal Justices have decried these practices as “weaponizing the …
1l Q&A Lunch,
2024
Yeshiva University, Cardozo School of Law
Criminal Subsidiaries,
2024
Emory University
Criminal Subsidiaries, Andrew K. Jennings
Fordham Law Review
Corporate groups comprise parent companies and one or more subsidiaries, which parents use to manage liabilities, transactions, operations, and regulation. Those subsidiaries can also be used to manage criminal accountability when multiple entities within a corporate group share responsibility for a common offense. A parent, for instance, might reach a settlement with prosecutors that requires its subsidiary to plead guilty to a crime, without conviction of the parent itself—a subsidiary-only conviction (SOC). The parent will thus avoid bearing collateral consequences—such as contracting or industry bars—that would follow its own conviction. For the prosecutor, such settlements can respond to criminal law’s …
Impact Ipsa Loquitur: A Reverse Hand Rule For Consumer Finance,
2024
Brooklyn Law School
Impact Ipsa Loquitur: A Reverse Hand Rule For Consumer Finance, Edward Janger, Susan Block-Lieb
Faculty Scholarship
No abstract provided.
A Look Back In Time: Analyzing The Success And Value Of The 2014 Amendments To Rule 2a-7 And Reporting On Form N-Cr In Light Of The March 2020 Market Events,
2024
The Catholic University of America, Columbus School of Law
A Look Back In Time: Analyzing The Success And Value Of The 2014 Amendments To Rule 2a-7 And Reporting On Form N-Cr In Light Of The March 2020 Market Events, Jocelyn Near
Catholic University Law Review
Money market funds have frequently been a target of regulation by the Securities and Exchange Commission (“SEC”). Perhaps the most expansive regulation came as a response to the 2008 financial crisis, in which the Reserve Primary Fund “broke the buck.” The SEC’s misguided 2014 reforms exacerbated the inherent risks of money market funds, including the risk of runs and first mover advantage, particularly with the implementation of Form N-CR. Form N-CR requires a money market fund to publicly report when various events occur, including when a retail or government money market fund’s current net asset value per share deviates downward …
Disclosure, Greenwashing, And The Future Of Esg Litigation,
2024
Pace University Elisabeth Haub School of Law
Disclosure, Greenwashing, And The Future Of Esg Litigation, Barbara Ballan, Jason J. Czarnezki
Washington and Lee Law Review
The Environmental, Social, and Governance (“ESG”) disclosure movement is expanding both voluntarily, as businesses choose to disclose this information, and mandatorily, as government agencies impose disclosure requirements. As ESG disclosure expands, so do the litigation risks. “Greenwashing” refers to presenting false or misleading environmental or sustainability (i.e., “green”) qualities of products, services, or practices. Businesses may greenwash consumers as well as investors with false and misleading ESG disclosures in advertising, securities filings, or other public statements activating greenwashing litigation from investors and consumers. This Article addresses (1) the laws and regulations that cover consumer and securities greenwashing litigation, (2) how …
Bounded Entities And (Some Of) Their Discontents,
2024
Benjamin N. Cardozo School of Law
Bounded Entities And (Some Of) Their Discontents, Saurabh Vishnubhakat
Articles
In his new article An Organizational Theory of International Technology Transfer, Professor Peter Lee offers two richly detailed accounts at once. One is a novel theoretical framework of "bounded entities" that generalizes both from the classic theory of the firm and, of more recent vintage, from the knowledge-based theory of the firm to specify a broader notion of organizations that are bounded in the sense of robust internal integration through corporate or contractual means. In short, such entities are not firms but resemble them in consequential ways. The other account is a practical elaboration of bounded entities that are multinational …
Educating Deal Lawyers For The Digital Age,
2024
American University, Washington College of Law
Educating Deal Lawyers For The Digital Age, Heather Hughes
Fordham Law Review
Courses and programs that address law and emerging technologies are proliferating in U.S. law schools. Technology-related issues pervade the curriculum. This Essay presents two instances in which new technologies present challenges for deal lawyers. It explores how exposing students to closing opinions practice can prepare them to engage these challenges. Both examples involve common commercial contexts and lessons relevant to students of business associations and of the Uniform Commercial Code. The first, which deals with enforceability opinion letters, presents technical legal difficulties arising from recent developments in law and technology. The second, involving complex doctrines at the heart of financial …
Are Employee Noncompete Agreements Coercive? Why The Ftc's Wrong Answer Disqualifies It From Rulemaking (For Now),
2024
William & Mary Law School
Are Employee Noncompete Agreements Coercive? Why The Ftc's Wrong Answer Disqualifies It From Rulemaking (For Now), Alan J. Meese
Faculty Publications
The Federal Trade Commission recently proposed a rule banning nearly all employee noncompete agreements (“NCAs”) as unfair methods of competition under Section 5 of the Federal Trade Commission Act. The proposed rule reflects two complementary pillars of an aggressive new enforcement agenda championed by Commission Chair Lina Khan, a leading voice in the Neo-Brandeisian antitrust movement. First, such a rule depends on the assumption, rejected by most prior Commissions, that the Act empowers the Commission to issue legislative rules. Proceeding by rulemaking is essential, the Commission has said, to fight a “hyperconcentrated economy” that injures employees and consumers alike. Second, …
Downstreaming,
2024
Benjamin N. Cardozo School of Law
Downstreaming, Rachel Landy
Articles
Spotify and its competitors all offer the same product at the same price. Why? Scholars have argued that relationships can be designed in a way that naturally promotes innovation. By “braiding” certain formal contracting practices with informal enforcement norms, parties develop a frame-work that supports trust and positive, long-term collaboration. This Article takes on this consensus and shows that not all braiding is good. Using the multibillion-dollar subscription music streaming business as an illustration, it demonstrates just how industry forces can, and do, overcome braiding’s positive slant. In that industry, the major record labels (Universal, Warner, and Sony) weaponize braiding …
Jalan Buntu Atau Terobosan Memahami Penawaran Tender Dalam Akuisisi Di Indonesia Dan Isu Pengendalian Perusahaan Ganda,
2024
University of Indonesia
Jalan Buntu Atau Terobosan Memahami Penawaran Tender Dalam Akuisisi Di Indonesia Dan Isu Pengendalian Perusahaan Ganda, Bilal Firmansyah
Jurnal Hukum & Pembangunan
Corporate actions are commonly undertaken by companies to gain profits. An acquisition is one example of a corporate action that generates positive sentiment in the market, thereby attracting the attention of many companies. However, as a consequence of an acquisition, each company involved is required to make a mandatory tender offer for the remaining shares not acquired during the acquisition process. This mandatory tender offer is regulated by the Financial Services Authority Regulation No. 9/POJK.04/2018 (Regulation on the Takeover of Public Companies), which allows for certain exceptions in its implementation. The issue arises when the exception to the mandatory tender …
Initial Public Offering: Perlindungan Hukum Pemegang Saham Minoritas Dan Pengaruh Terhadap Kinerja Perusahaan,
2024
Universitas Indonesia
Initial Public Offering: Perlindungan Hukum Pemegang Saham Minoritas Dan Pengaruh Terhadap Kinerja Perusahaan, Alifia Jasmine, Azmi Yasmine, Nurul Hulwanita Sharfina, Aisyah Hanifah Fathhurrohmah
Jurnal Hukum & Pembangunan
This research discusses Initial Public Offerings: Legal Protection of Minority Shareholders and Its Influence on Company Performance. This research aims to provide knowledge to the public regarding legal protection for minority shareholders and its influence on company performance from a national legal perspective. This type of research is normative research with the research approach used is a legal and conceptual approach. The research results show that: (1) The process of attracting investors to invest their capital cannot be separated from good regulations and legal certainty. Basically there are 2 (two) types of capital investment, namely direct investment and capital investment. …
Jack Tribble V. Andrew Heaner, Et. Al., Order On Defendants' Joint Motion To Dismiss,
2024
Judge, Superior Court of Fulton County, Metro Atlanta Business Case Division
Jack Tribble V. Andrew Heaner, Et. Al., Order On Defendants' Joint Motion To Dismiss, Kelly L. Ellerbe
Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions
No abstract provided.
Cardozo Dispute Resolution Society Presents: Wine Negotiation,
2024
Yeshiva University, Cardozo School of Law
Cardozo Dispute Resolution Society Presents: Wine Negotiation, Cardozo Dispute Resolution Society, Cardozo Wine Society
2023–2024 Flyers
No abstract provided.
Anibal Torres, Et. Al. V. Scott Honan, Et. Al., Order On Motion To Dismiss And Motion For More Definite Statement,
2024
Judge, Superior Court of Fulton County Business Case Division, Atlanta Judicial Circuit
Anibal Torres, Et. Al. V. Scott Honan, Et. Al., Order On Motion To Dismiss And Motion For More Definite Statement, Eric A. Richardson
Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions
No abstract provided.
An Unfair Method Of Rulemaking: An Application Of Constitutional Doctrines That Oppose The Ftc Rule Banning Non-Competition Agreements,
2024
University of Cincinnati College of Law
An Unfair Method Of Rulemaking: An Application Of Constitutional Doctrines That Oppose The Ftc Rule Banning Non-Competition Agreements, Jared Yaggie
University of Cincinnati Law Review
No abstract provided.
Born In The U.S.A.: Analyzing The Domesticity Of Judgments In The Civil Rico Context,
2024
University of Cincinnati College of Law
Born In The U.S.A.: Analyzing The Domesticity Of Judgments In The Civil Rico Context, Alex Reid
University of Cincinnati Law Review
No abstract provided.
The Extent Of The Application Of Governance And The Degree Of Its Association With Financial Indicators And Obstacles To Their Application In Companies Listed On Palestine Stock Exchange,
2024
جامعة القدس المفتوحة
The Extent Of The Application Of Governance And The Degree Of Its Association With Financial Indicators And Obstacles To Their Application In Companies Listed On Palestine Stock Exchange, خالد زبدة, عمر أبو عيده
Jerash for Research and Studies Journal مجلة جرش للبحوث والدراسات
The main objective of this research is to recognize the reality of the application of governance in the Palestinian companies, and also to analyze the relationship between some financial indicators of those companies with the governance implementation level. For instance, ROA, ROE, Paid-up Capital, R/P, Stock market value, stock book value, and Net income, trying also to identify the obstacles facing its implantation, and to suggest measures that will help to improve the level of application of corporate governance in these companies This study was applied to all (48) companies listed on the Palestine Stock Exchange, divided into five sectors …
