Commercial Law Commons^™

Begone, Euclid!: Leasing Custom And Zoning Provision Engaging Retail Consumer Tastes And Technologies In Thriving Urban Centers, Michael N. Widener

Pace Law Review

Is urban center retailing in a death spiral? Competition for consumers with Internet vendors is afoot; winners and losers shall be anointed. The threats to physical retailing in an era of the “Internet of Goods” initially are described below. Adaptations by tenants, landlords, and stakeholders in urban centers will be required quickly, and new perspectives and partnerships, including those among local and regional governments, are instrumental if physical retail operations in municipal cores are to survive. The balance of this article describes these needs from the vantage point of each stakeholder; but this article argues that integrating information and communication …

The Enigma Of Photography, Depiction, And Copyright Originality, Terry S. Kogan

Utah Law Faculty Scholarship

Photography is an enigma. The features that distinguish it most from other art forms — the camera’s automatism and the photograph’s verisimilitude — have throughout its history also provided the basis for critics to claim that a photographer is not an artist nor the photograph a work of art. Because every photograph is the product of an automatic, mechanical device, critics argue that a photographer is a mere technician relegated to clicking a shutter button. Moreover, because every photograph displays an exact likeness of whatever happened to be sitting before the camera, critics consider that image to be a factual …

A Framework On Mandating Versus Incentivizing Corporate Social Responsibility, Margaret Ryznar, Karen E. Woody

Marquette Law Review

There are two primary but different methods of controlling behavior, whether it is the behavior of individuals or corporations: to incentivize it or to regulate it. Governments are in a unique position to employ either or both options because of their ability to pass regulatory schemes and to extend tax incentives. This Article analyzes the two methods of shaping corporate behavior, examining the regulation issue through the case of the conflict minerals provision of the Dodd–Frank Act and examining the taxation issue through several examples of corporate tax incentives.

Restitution [2014], Man Yip

Research Collection Yong Pung How School Of Law

No abstract provided.

Foreign Investment In The People's Republic Of China: Compensation Trade, Joint Ventures, Industrial Property Protection And Dispute Settlement, Kevin K. Maher

Georgia Journal of International & Comparative Law

No abstract provided.

Regulation Of International Joint Ventures In The Fishery Conservation Zone, Donna R. Christie

Georgia Journal of International & Comparative Law

No abstract provided.

Is The Albert H Kritzer Database Telling Us More Than We Know?, Thomas Neumann

Pace International Law Review

This article is the first in a series of articles attempting to provide a geographical and temporal overview of the application practice of the United Nations Convention on Contracts for the International Sale of Goods (CISG). In this first article, the success of CISG is explored. The article develops the idea of using the Albert H. Kritzer Database to achieve an overview of the success of the Convention in practice. It is argued that the success of the Convention is useful to measure by its uniformity in practice, and therefore a set of criteria relating to the Convention’s application by …

United Nations Set Of Multilaterally Agreed Equitable Principles And Rules For The Control Of Restrictive Business Practices, General Assembly Resolution 35/63 (1980)., Schaun Griffin

Georgia Journal of International & Comparative Law

No abstract provided.

Private Equity And The Fcpa: Deal-Making As Reform Mechanism, Thomas J. Manning

Pepperdine Law Review

No abstract provided.

The Coming Wave Of Pretextually Profiteering Social Entrepreneurs: A Case Study At The Nexus Of Property And Civil Rights, David Groshoff

William & Mary Environmental Law and Policy Review

This Article builds on my prior publications employing case studies that serve as the prisms through which this Article applies a legal analysis to a newly trending problem in social entrepreneurship.

Specifically, this Article reviews the financial and property interests implicated when, in the milieu of an aging baby-boomer demographic likely to display decaying neurocognitive abilities, ostensibly socially beneficent limited liability companies (“LLCs”) pretextually pose as small businesses with a desire to serve people suffering from particular alleged mental disorders. In reality however, these brand-managed social entrepreneurs may represent conveniently detachable arms of integrated corporate enterprises that have hundreds of …

Commerce, Commonality, And Contract Law: Legal Reform In A Mixed Jurisdiction, Christopher K. Odinet

Louisiana Law Review

The article offers information on the history, purpose and significant need for reform to commerce, commonality, and contract law in the mixed jurisdiction of Louisiana. Topics discussed include the significance of the bijural character of the common law government in developing a mixed legal systems, the comparison between the compatibility of doctrines of civil law and common law, and the role of former governor William C. C. Claiborne in maintaining the integrity of traditional civil law.

Pricing Lives For Corporate Risk Decisions, W. Kip Viscusi

Vanderbilt Law Review

The 2014 GM ignition-switch recall highlighted the inadequacies of the company's safety culture and the shortcomings of regulatory sanctions. The company's inattention to systematic thinking about product safety can be traced to the hostile treatment of corporate risk analyses by the courts. This Article proposes that companies should place a greater value on lives at risk than they have in previous risk analyses and that they should receive legal protections for product risk analyses. Companies' valuations of fatality risks and regulatory penalties have priced lives too low. The guidance provided by the value of a statistical life, which is currently …

Pricing Lives For Corporate Risk Decisions, W. Kip Viscusi

Vanderbilt Law School Faculty Publications

The 2014 GM ignition-switch recall highlighted the inadequacies of the company's safety culture and the shortcomings of regulatory sanctions. The company's inattention to systematic thinking about product safety can be traced to the hostile treatment of corporate risk analyses by the courts. This Article proposes that companies should place a greater value on lives at risk than they have in previous risk analyses and that they should receive legal protections for product risk analyses. Companies' valuations of fatality risks and regulatory penalties have priced lives too low. The guidance provided by the value of a statistical life, which is currently …

Good Faith: Helping Commercial Parties Or Creating An Unnecessary Burden?, Ee-Ing Ong

Research Collection Yong Pung How School Of Law

One of the challenges facing Asian legal systems in the coming years is whether the courts should impose a general duty of good faith in contracts. The doctrine of good faith has been making inroads in various common law jurisdictions, most recently in Canada where the Supreme Court held in Bhasin v. Hrynew, 2014 SCC 71 that there was a duty of honest performance in all contracts. The idea behind imposing a duty of good faith in all contracts is to ensure that parties essentially “play fair” in contract negotiations and/or performance. However, is such a duty really necessary for …

Foreign Direct Investment In The United States: Disclosure Regulations, Diane E. Mcnamara

Georgia Journal of International & Comparative Law

No abstract provided.

The “Legal” Marijuana Industry’S Challenge For Business Entity Law, Luke Scheuer

William & Mary Business Law Review

In recent years, many states have legalized the use and sale of marijuana for medical or even recreational purposes. This has led to the booming growth of a “legal” marijuana industry. Businesses openly growing and selling marijuana products to the consuming public face some unusual legal hurdles. Significantly, although the sale of marijuana may be legal at the state level, it is still illegal under federal law. This Article explores the conflict between state and federal marijuana laws from a business entity law perspective. For example, managers owe a fiduciary duty of good faith to their businesses and equity holders. …

Courts Gone “Irrationally Biased” In Favor Of The Federal Arbitration Act?—Enforcing Arbitration Provisions In Standardized Applications And Marginalizing Consumer-Protection, Antidiscrimination, And States’ Contract Laws: A 1925–2014 Legal And Empirical Analysis, Willy E. Rice

William & Mary Business Law Review

Spanning nearly forty years, the Supreme Court has issued multiple decisions and stated categorically that “judicial hostility to arbitration” was the sole impetus behind Congress’s decision to enact the Federal Arbitration Act of 1925. In fact, before the FAA, systemic trade-specific problems and practices generated heated disputes and widespread litigation among merchants and trade organizations. Thus, to arrest those constituents’ concerns, Congress enacted the FAA. Briefly, under the FAA section 2, arbitration is mandatory if a contractual arbitration provision is valid and a controversy “arises out of the contract.” However, common-law rules of contract formation are equally clear: Standing alone, …

The Emperor’S New Clothes: How The Judicial System And The Housing-Mortgage Market Have Turned A Blind Eye To The Destruction Of The Negotiability Of Mortgage Promissory Notes, Roy D. Oppenheim, Jacquelyn K. Trask-Rahn

William & Mary Business Law Review

This Article examines the common notions of negotiable instruments as they relate to the modern day promissory note in the context of residential mortgage lending. The Article further addresses the destruction of the negotiability of such promissory notes through various undertakings added for the benefit of the banking industry, often to the detriment of a borrower. The use of negotiable instruments commenced in the 1800s in England as a way of ensuring a fluid market between trades as there was no fiat currency system in place. The fundamental purpose behind the concept of negotiability was subsequently abrogated by the modernization …

Spirit Airlines, Inc. V. Northwest Airlines, Inc.: A Case For Increased Regulation Of The Airline Industry, Erica Wessling

William & Mary Business Law Review

The relatively short history of the airline industry is characterized by sudden shifts and divergent standards that attempt to negotiate a complex market. High demand, uniqueness of service, and difficulty of market entry render the market particularly susceptible to monopolization among competitors. Recently, the rise of the low-cost carrier business model has exposed high barriers to entry into the airline market. In attempts to remedy the harm against both prospective market entrants and consumers, lowcost carriers have levied price predation claims against entrenched legacy airlines. Due to the difficulty in negotiating the divide between predatory behavior and lawful competition, courts …

Too Clever By Half: Reflections On Perception, Legitimacy, And Choice Of Law Under Revised Article 1 Of The Uniform Commercial Code, Mark Edwin Burge

Faculty Scholarship

The overwhelmingly successful 2001 rewrite of Article 1 of the Uniform Commercial Code was accompanied by an overwhelming failure: proposed section 1-301 on contractual choice of law. As originally sent to the states, section 1-301 would have allowed non-consumer parties to a contract to select a governing law that bore no relation to their transaction. Proponents justifiably contended that such autonomy was consistent with emerging international norms and with the nature of contracts creating voluntary private obligations. Despite such arguments, the original version of section 1-301 was resoundingly rejected, gaining zero adoptions by the states before its withdrawal in 2008. …