Business Organizations Law Commons^™

Asia’S Moment: Contextualizing The Rules Of The Corporate Governance Game, Dan W. Puchniak

Research Collection Yong Pung How School Of Law

Whether this century is Asia’s century is still open for debate. What is clear now, however, is that understanding corporate governance in Asia is a paramount issue of global importance. Asia is forecast to account for an astonishing 70% of global growth in 2023.

An Asian Solution For The World’S Environment? Corporate Governance In A Non-Anglo-American World, Dan W. Puchniak

Research Collection Yong Pung How School Of Law

Historically, when it comes to determining what counts as “good” corporate governance globally, the United Kingdom and United States have set the rules of the game. This has resulted in ill-fitting Anglo-American corporate governance solutions being transplanted to Asia with unforeseen consequences.[i] Will Asia repeat this history by adopting Anglo-American corporate governance solutions to solve its environmental problems?

Foreword, Nicholas Keenan, Senya Merchant, Clara Lane

UC Law Business Journal

No abstract provided.

Venture Predation, Matthew T. Wansley, Samuel N. Weinstein

Articles

Predatory pricing is a strategy firms use to suppress competition. The predator prices below its own costs to force its rivals out of the market. After they exit, the predator raises its prices to supracompetitive levels and recoups the cost of predation. The Supreme Court has described predatory pricing as “rarely tried” and “rarely successful” and has established a liability standard that is nearly impossible for plaintiffs to satisfy. We argue that one kind of company thinks predatory pricing is worth trying and at least potentially successful—venturebacked startups.

A venture predator is a startup that uses venture finance to price …

Google, I Mean Big Brother, Is Always Listening, Justin Silverberg

UC Law Business Journal

Between the Google Assistant and Amazon Alexa, nearly 1 billion people around the world use personal assistant devices daily. These devices are able to store information from our private conversations in order to make the devices more user friendly by targeting advertisements that relate to our interests. But what happens if our private conversations are stored for more than the above-mentioned purposes? This paper will examine a series of hypotheticals which involve devices, such as the Google Assistant, specifically relating to the devices’ audio recording capabilities. Not only will this paper point out the gaps in our current insider trading …

Breaking Up Mergers After The Fact: Opportunities And Problems, Stanley M. Besen, Philip L. Verveer

UC Law Business Journal

Antitrust authorities in both the United States and Europe have recently shown an increased interest in reviewing past mergers with the objective of possibly requiring mergers to be undone if they turned out to be anticompetitive. In this Article, we reach five main conclusions. First, analyzing the effects of past mergers is unlikely to be straightforward because it will be difficult to disentangle the competitive effects of a merger from other factors in the markets served by the merged firms. Second, even divestitures that were required before mergers had been consummated were complicated to bring about and there is evidence …

You Gotta Serve Somebody - Shareholders Vs Stakeholders And The Corporate Enterprise View Of Corporate Governance, Neil Taylor

UC Law Business Journal

No abstract provided.

(Private) Market Mania: Assessing The Impact Of Private Market Booms On Venture Capital-Backed Startup Governance, Mitchell Carlson

UC Law Business Journal

No abstract provided.

Raising The Floor From The Back Door: Shareholder Proposals As A Mechanism For Raising Minimum Wage, Laura Carrier

Washington and Lee Law Review

When adjusted to reflect inflation, the federal minimum wage is almost 40 percent lower than it was in 1970. The Biden Administration tried and failed to legislatively raise the minimum wage, and political deadlock will continue to kill legislative change. The shareholder proposal, a nonbinding recommendation to management that shareholders can submit for a vote at a public corporation’s annual meeting, presents a path for improving the wages of many workers in the absence of federal legislation. This Note analyzes the best approach to crafting a shareholder proposal on minimum wage that will prompt an effective increase in the minimum …

Masthead

UC Law Business Journal

No abstract provided.

Corporate Compliance's Achilles Heel, Miriam Baer

Faculty Scholarship

No abstract provided.

Initiation Payments, Scott Hirst

Faculty Scholarship

Many of the central discussions in corporate governance, including those regarding proxy contests, shareholder proposals, and other activism or stewardship, can be understood as a single question: Is there under-initiation of corporate changes that investors would collectively prefer?

This Article sheds light on this question in three ways. First, the Article proposes a theory of investor initiation, which explains the hypothesis that there is under-initiation of collectively-preferred corporate change by investors. Even though investors collectively prefer that certain corporate changes take place, the costs to any individual investor from initiating such changes through high-cost proxy contests, or even low-cost shareholder …

Elba Liquefaction Co., Et. Al. V. Ihi E&C Int'l Corp., Fourth Amended Case Mgmt Order, Kelly Lee Ellerbe

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.

What’S Scope 3 Good For?, Madison Condon

Faculty Scholarship

Opposition to the Securities and Exchange Commission’s (“SEC”) new rule on updated climate risk reporting has focused on one category of disclosures as particularly objectionable: Scope 3 emissions.⁷ Otherwise known as “supply chain emissions,” Scope 3 emissions have been voluntarily reported by a growing number of companies since the term was invented as part of the Greenhouse Gas Protocol in 2001.⁸ They include all the emissions both up and downstream of a corporations’ own activities: the emissions of the privately-owned factory that produced the shoes Target sells, as well as the emissions you burn while driving to the …

Equity In Commerce: Too Much And Too Little?, Man Yip

Research Collection Yong Pung How School Of Law

The interaction and clash between equity and commerce have attracted much attention from judges and academics in recent years. Commercial lawyers may complain about equity introducing uncertainty into commercial endeavours and at times, (mis-)applying the ‘moral standards of the vicarage’ to actors in commercial dealings. However, the objections are not directed at all aspects of equity, but are usually addressed to some ‘disfavoured parts of it’, such as the creation of a new obligation or discretionary remedies. On the other hand, from the perspective of equity lawyers, equity’s interplay with commerce may lead to the contractualisation or commercialisation of equitable …

Proper Purposes And Directors' Duties: Time To Slay The Chimera?, Pearlie M. C. Koh

Research Collection Yong Pung How School Of Law

The statutory statement of directors' duties contained in the Companies Act 2006 imposes a duty on directors to ‘only exercise powers for the purposes for which they are conferred’. The duty has been equiparated with the equitable fraud on a power doctrine. This paper challenges the correctness of this approach, and argues that the unwarranted ‘merging’ of the duty and the doctrine has resulted in a legal chimera standing in the way of a proper understanding of the roles of each of the duty and the doctrine. It is submitted that this erroneous linking of two entirely different concepts is …

Corporate Governance And The Audit Function In Jordan And The Uk: A Comparative Perspective, Bashar Malkawi

Global Business Law Review

Superior corporate governance forms the bedrock of a prosperous economy. An integral component of outstanding corporate governance is the role of transparent, accurate and freely available information with respect to a company’s books and records. Numerous stakeholders including current and potential investors, business partners, employees, regulators and the public, rely on the integrity of the financial reporting. The law on external auditors in Jordan has undergone significant improvement, yet substantial gaps exist between current law and best practices. The Article focuses on the role of the auditor in ensuring superior corporate governance. The goal of this Article is to assess …

Business Organizations As Natural Objects Of Ownership, Kevin Douglas

Texas A&M Journal of Property Law

Given the importance of “property rights” in American law and cul- ture, academic and judicial disagreement over the content of the con- cept is a problem. Professor Eric Claeys makes considerable progress toward resolving this problem in his forthcoming book, Natural Prop- erty Rights. Using John Locke’s labor theory of property, the treatise identifies intelligible limits to the kinds of objects that qualify as prop- erty and provides guidance on how legal rights should operate for a given category of objects. It also identifies several examples of American law that already follow a Lockean framework. The chapters Designing Property Rights …

Fuqua Bcde Peachtree Corners Project Owner V. Ordner Construction Co., Et. Al., Order On Defendants' Motion To Dismiss, Wesley B. Tailor

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.

Fuqua Bcde Peachtree Corners Project Owner V. Ordner Construction Co., Et. Al., Order On Defendants' Motion To Dismiss, Wesley B. Tailor

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.