Business Organizations Law Commons^™

The Mechanics Of Share Repurchases Or How I Stopped Worrying And Learned To Love Stock Buybacks, Richard A. Booth

Faculty Publications

Stock repurchases by issuing corporations have always been controversial. They have become even more so recently because of the perception that the excess funds used to finance them have come from tax cuts and other sources (such as government bailouts) that were intended to stimulate reinvestment or enhanced wages and benefits for workers. As a result, critics have proposed amendments to tax law that discourage buybacks (and possibly dividends as well). The theory is that the benefits of such distributions go mostly to executives (who are compensated in large part with equity) and to already wealthy stockholders. The controversy is …

A Vision Of The Anti-Racist Public Corporation, Steven A. Ramirez

University of Cincinnati Law Review

No abstract provided.

Tidewater Fleet Supply, Llc V. Jason L. Mccard, Et. Al., Order On Defendant's Motion To Dismiss, Kelly Lee Ellerbe

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

No abstract provided.

Standing On The Shoulders Of Llcs: Tax Entity Status And Decentralized Autonomous Organizations, Samuel D. Brunson

Georgia Law Review

Since the formation of the first decentralized autonomous organization in 2016, their use has exploded. Thousands of DAOs now try to take advantage of smart contracts to solve a problem that plagues business entities: the gulf between ownership and management. Armed with smart contracts and requiring token-holders to vote on any change in strategy, DAOs dispense with the management layer so necessary in traditional business entities.

DAOs owe their existence to technology. Without blockchain, without cryptocurrency, and without smart contracts, there would be no DAOs. But they owe their explosive to something much more unexpected: Treasury regulations.

In the wake …

Zooming In: Analyzing Annual Meeting Format Changes Amidst A Global Pandemic, Mark T. Wilhelm, Danielle Clifford

Washington and Lee Law Review Online

Beginning in March of 2020, public companies in the United States were forced to take unprecedented measures to observe corporate formalities while following the government-mandated health and safety measures resulting from the COVID-19 pandemic. Those measures made in-person activities and meetings either incredibly challenging or, in certain jurisdictions, illegal. Because “proxy season,” the time when public companies typically hold their annual meetings of stockholders, followed shortly after the mass implementation of COVID-19 lockdowns and quarantines, public companies that had historically held these meetings in-person were left scrambling to find an alternative means to meet. Nearly overnight, the pandemic caused an …

Artificial Intelligence And The Future Of Law, Cardozo Startup Society, Cardozo Fame Center, Cardozo Law And Data Science Society

2022–2023 Flyers

No abstract provided.

Force Majeure & Covid-19: A Clause Changed?, Claudia Petcu

DePaul Business & Commercial Law Journal

No abstract provided.

The Kinder, Gentler Irs? Where?, Harvey Gilmore

DePaul Business & Commercial Law Journal

No abstract provided.

Employee Of The Month: Exploring Whether An Employee's Act Of Fraud May Be Imputed To His Employer Under Agency Principles, Max Birmingham

DePaul Business & Commercial Law Journal

No abstract provided.

Greensky, Llc V. Wellness Program Services, Llc Dba Trusii, Et. Al., Order And Judgment, John J. Goger

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

No abstract provided.

Galaxy Next Gen. V. Elhert, Order On Counterclaim Defendants' Motion To Dismiss, Kelly Lee Ellerbe

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

No abstract provided.

Regulatory Managerialism Inaction: A Case Study Of Bank Regulation And Climate Change, Hilary J. Allen

Scholarly Articles in Law Reviews & Journals

In November of 2029, Hurricane Penelope struck New York City as a category two storm. Work had started on a wall to protect Manhattan from rising sea levels and storm surges, but the work was incomplete, and significant damage to Manhattan real estate was sustained. While almost all that real estate was insured, insurance companies were compromised by the sheer magnitude of the losses. Even with significant federal subsidies, they were unable to meet their full commitments on insurance policies. Some commercial real estate firms, who had never really recovered from the shift to remote working during the Covid pandemic, …

The Liability Trap: Why The Alec Anti-Esg Bills Create A Legal Quagmire For Fiduciaries Connected With Public Pensions, David J. Berger, David H. Webber, Beth M. Young

Faculty Scholarship

Two proposed bills barring public pensions from considering environmental, social, and governance investment criteria create massive legal risk for any pension fiduciary or service provider. The American Legislative Exchange Council “boycott bill” and the “fiduciary duty” bill, if adopted, would impose irreconcilable legal requirements on such fiduciaries, and subject them to compliance with arbitrary and unworkable legal demands.

The main legal problems the bills create fall into four categories:

(1) the unworkable distinction between “pecuniary” and “non-pecuniary,” a distinction so blurry that the bills are self-contradictory, as we demonstrate;

(2) the clash between the bills’ definition of materiality and that …

The Evolution Of Chapter 11: How Corporate Restructuring Has Evolved And Its Important Role In The Recovery Of A Struggling Economy, Eduardo Cervantes

DePaul Business & Commercial Law Journal

No abstract provided.

Covid-19 Vs. Constitution; Limited Government's Unlimited Response, John A. Losurdo

DePaul Business & Commercial Law Journal

No abstract provided.

The "No License, No Chips" Policy: When A Refusal To Deal Becomes Reasonable, Sheng Tong

DePaul Business & Commercial Law Journal

No abstract provided.

The Dark Triad: Private Benefits Of Control, Voting Caps And The Mandatory Takeover Rule, Jorge Brito Pereira

DePaul Business & Commercial Law Journal

No abstract provided.

Interested Voting, Matteo Gatti

BYU Law Review

Corporate law is attentive to transactions with a controlling shareholder, but such transactions hardly cover all instances in which an interested shareholder may harm the corporation by casting a pivotal vote to pass a resolution. Interested votes cast by directors, managers, acquirers, cross-holders, arbitrageurs, institutional investors, hedge funds, and several other actors can be as detrimental as votes by a controlling shareholder. Yet, despite the ever growing influence of shareholders in corporate governance, interested voting has received scant attention.

This Article is the first to offer a systematic mapping of interested voting based on type of shareholder and type of …

Bernard Parks, Et. Al. V. Kelly King, Et. Al., Ordr On Defendants' Motion For Summary Judgment And Motion To Dismiss, John J. Goger

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

No abstract provided.

Running A Different Route: How Youtube Tv Plans To Avoid Antitrust Violations, Brody Shea

SLU Law Journal Online

After reaching a deal this past December, YouTube TV is now the sole option for NFL Sunday Ticket subscribers. By providing out-of-market sports games in a bundled package, YouTube TV runs the risk of violating the Sherman Antitrust Act. In this article, Brody Shea addresses how YouTube TV can avoid future litigation.