Commercial Law Commons^™

The Safe Harbor For Leveraged Buyouts In Bankruptcy, David G. Carlson

Articles

No abstract provided.

Kedudukan Surat Hak Milik Yang Berasal Dari Tanah Ulayat Masyarakat Hukum Adat Papua (Studi Kasus Putusan Mahkamah Agung Nomor 4241 K/Pdt/2022), Ulfa Riany Fajrin

Indonesian Notary

Penelitian ini bertujuan untuk mengetahui pengaturan tanah ulayat di masyarakat hukum adat Papua berdasarkan peraturan perundang-undangan yang berlaku, mengetahui kedudukan surat hak milik yang berasal dari tanah ulayat masyarakat hukum adat Papua berdasarkan Putusan Mahkamah Agung Nomor 4241 K/Pdt/2022. Di Papua, tanah ulayatnya dapat diperjualbelikan melalui pelepasan hak atas tanah adat dan terdapat pengaturannya pada UU Otsus Papua dan Perdasus Papua. Kemudian dapat dilanjutkan dengan permohonan penerbitan kepemilikannya. Pengakuan hak milik sering bertentangan dengan hukum adat karena tidak selaras dengan konsep hukum modern. Dalam penelitian ini penulis menggunakan metode penelitian hukum doktrinal. Dimana penelitian hukum doktrinal menggunakan penelitian kepustakaan ataupun …

Urgensi Dokumen Persetujuan Pasangan Kawin Yang Dibuat Secara Bawah Tangan Sebelum Penandatanganan Akta Pendirian Commanditaire Vennootschap (Studi Kasus Di Kabupaten Bandung), Ambria Rahma Widiastuti

Indonesian Notary

This thesis analyzes the legal provisions governing the mandatory existence of a document of consent from the spouses, made underhand before the signing of the deed of establishment of Commanditaire Vennootschap (hereinafter "CV"), and the legal consequences if the deed of establishment of CV is signed without the consent of the spouses. This research method uses a doctrinal approach through a literature study and is analyzed qualitatively. Article 36 paragraph (1) stipulates that "everything related to joint property that will be carried out legal action against it requires the consent of both parties." The legal agreements undertaken by a CV …

Konsekuensi Pembatalan Akta Autentik Yang Terdapat Praktik Nominee/Pinjam Nama Bagi Beneficiary (Studi Putusan Pengadilan Tinggi Denpasar Nomor 247/Pdt/2021/Pt Dps), Talitha Mumtaz

Indonesian Notary

This research analyzes the implementation of nominees in the field of land tenure in Indonesia, as well as how an authentic deed made before a notary has a nominee element in it and also the consequences for the beneficiary of cancelling the authentic deed because the authentic deeds contained nominee practices. The research was compiled using doctrinal research methods. The implementation of nominee practices in an authentic deed is made by making a series of agreements whose contents indirectly transfer ownership from the nominee whose name is listed on the certificate of ownership, to the beneficiary, which in this case …

Analisis Pelaksanaan Redistribusi Objek Tanah Landreform Dan Keadilan Bagi Masyarakat Desa Kalasey Dua Atas Status Tanah Yang Dikuasai Negara., Ashley Juniare Maria Rengkung

Indonesian Notary

As land plays an important role in everyday life, it is necessary to pay attention to rights and protection regarding its implementation. The Basic Agrarian Law itself has derivatives, one of which discusses Land Redistribution as regulated in Presidential Regulation Number 88 of 2017 concerning Settlement of Land Tenure in Forest Areas. However, after the ratification of Presidential Regulation Number 62 of 2023 concerning the Acceleration of Implementation of Agrarian Reform, Presidential Regulation Number 88 of 2017 and Presidential Regulation Number 86 of 2018 concerning Agrarian Reform are revoked and replaced with Presidential Regulation Number 62 of 2023 concerning Accelerating …

Implikasi Hukum Pembatalan Akta Jual Beli Saham Akibat Pembeli Cidera Janji (Analisis Kasus Pada Putusan No. 105/Pdt.G/2021/Pn Jkt.Sel), Riva Mahfuzhah Saphira

Indonesian Notary

Unfulfilled payment of shares are on of the problems that might arise when a limited company’s shares are transferred through a transaction that are not carried according to the shares transfer procedure in UUPT. The issues raised in this thesis pertain to the legal construction contained in the act of sale of shares that can protect the seller's interests in the event that the buyer fails to make payment and the notary's liability in the event that the buyer fails to make payment in the sale of shares, through the discussion of the case in Decision Number 105/PDT.G/2021/PN JKT.SEL. This …

Pemberian Tantiem Kepada Direksi Yang Telah Diberhentikan (Studi Kasus Putusan Mahkamah Agung 2530k/Pdt/2022), A Aru Ogika

Indonesian Notary

This research aims to analyze the legal construction of giving bonuses to a Limited Liability Company, especially giving them to bank directors who have been dismissed by the Company and its correlation with the legal consequences of not giving bonuses. This research was prepared using doctrinal research methods. The research results show that the legal construction in granting bonuses must refer to the principles of benefit and justice. The conditions for granting bonuses as stipulated in several statutory regulations, namely performance, risk and profit generation, are in accordance with the principles of benefit and justice, while the inclusion of conditions …

Problematika Hukum Pengadaan Tanah Ibu Kota Nusantara Di Wilayah Transmigrasi Desa Bumi Harapan Kecamatan Sepaku Kabupaten Penajam Paser Utara (Studi Putusan Pengadilan Tinggi Samarinda Nomor 222/Pdt/2023/Pt Smr), Merry Christiangie

Indonesian Notary

The development of the Capital City of the Archipelago raises several legal problems, one of which is land disputes between transmigrants and local communities. In the process of preparing transmigration settlements, there are six processes, one of which is land provision. This paper is prepared using doctrinal research method. In this research, the issues raised are related to land disputes between local communities and landowners of transmigration areas in the process of land acquisition at the location of the Nusantara Capital City in Bumi Harapan Village and the juridical basis of the judge's thinking which later won the transmigrants in …

Kedudukan Akta Jual Beli Atas Tanah Yang Diperjualbelikan Sepihak Tanpa Melibatkan Ahli Waris Lainnya (Studi Putusan Nomor 359/Pk/Pdt/2020, Oktaviani Nurul Suci

Indonesian Notary

This research is motivated by the existence of a legal act of buying and selling rights to inherited land which should be carried out involving other heirs who have the rights to the inherited land. Heirs have legal rights to certain inheritances and the transfer of these rights must be carried out in accordance with applicable law. The problem in this research is the strength of the sale and purchase deed for the act of sale carried out by one of the heirs which does not involve other heirs and the correlation of Article 32 paragraph (2) PP Number 24 …

Valuation Procedure For Condemnation: A Fifty State Survey, David Griffiths

BYU Law Review

The Fifth Amendment requires statutorily authorized condemnors to provide just compensation to landowners for all takings. The procedural method used by states to determine just compensation varies widely among states and is often separate from the more standard procedures existing in traditional civil litigation. Regardless of their method, all fifty states and the District of Columbia each have their own unique procedure for determining just compensation. This Note distinctly classifies the procedural schemes currently used by states to initially value just compensation of condemned property into three general categories: (1) schemes that rely on commissioners to determine just compensation, (2) …

Regulating The Metaverse: Reducing Diffusion Of Trader Responsibility, Hadar Y. Jabotinsky, Michal Lavi

University of Michigan Journal of Law Reform

With the emergence of the metaverse, some problems relating to trader responsibility, which had previously long been addressed, have now resurfaced and come back to life. One of these problems is the question of who should be held accountable for harm inflicted by defective or counterfeit products sold by third-party vendors in metaverse marketplaces. Under the common law, liability for defective or counterfeit products rests with the immediate seller of the product. But, unique aspects of the metaverse may make holding sellers liable unwise, difficult, or even impossible.

The law confronted a similar question after online platforms emerged. Currently, common …

Flowing Cleanly: The Proper Roles Of The Courts And The Ftc In The Information Marketplace Of Advertising, Kateri J. Son

Journal of the National Association of Administrative Law Judiciary

After an introduction in Section I, Section II of this article will present the history of the commercial speech doctrine, illustrating the rules courts use to evaluate whether the FTC’s actions were constitutional. Section III will explain how the FTC combats deception and will describe the choice of remedies the FTC has available. Section IV will present and evaluate three potential solutions to the conflict between the courts and the FTC on First Amendment issues that courts have implemented. Finally, Section V argues that conflict between the two entities is inevitable, and therefore the middle approach is the best solution …

Shield, Sword, Or Relic Of Yore? The Apex Doctrine's Quest In The Modern Legal Arena (And What Future Battles May Bring), Katerina Fernandez

University of Cincinnati Law Review

No abstract provided.

Confronting The Duty To Capitalize In Veil-Piercing, Douglas C. Michael

University of Cincinnati Law Review

In corporate law, the doctrine of “piercing the corporate veil” allows courts to hold shareholders personally liable for corporate obligations. The doctrine—which now also applies to entities other than corporations—has been widely criticized as imprecise and unworkable. I respond to that criticism in the area of veil-piercing law which remains most intractable—the case of the tort victim who remains unsatisfied after exhausting corporate assets. Although most commentators have eschewed talk of any duty owed by the business owner to vest the business with sufficient assets, I argue that courts and legislatures should recognize—confront—such a duty. I look to negligence law …

The Form Doesn’T Know Anything: A Response To Chowdhury, Chudkowski & Gulati, Glenn D. West

University of Miami Law Review

Merger and acquisition agreements differ significantly from sovereign bonds. While I have criticized the stubborn persistence of harmful or ineffective boilerplate in the M&A deal world, this persistence does not stem from a desire for uniformity or blind adherence to a sacred form. The dynamics involved in negotiating merger and acquisition agreements often dictate that comments on a form agreement be kept to a minimum, making the improvement of the form a secondary goal. Moreover, what one party considers bad boilerplate may be seen as beneficial by another. Many of the myths supposedly debunked by Chowdhury, Chudkowski & Gulati may, …

The Scope Of The Subchapter V Corporate Debtor’S “Fresh Start”: The Eleventh Circuit Is Poised To Weigh In, Robert J. Landry, Iii

University of Miami Law Review

The fifth anniversary of the effective date of The Small Business Reorganization Act of 2019 (SBRA) was February 19, 2025. This is a significant milestone in bankruptcy law as SBRA represents the most significant reform to Chapter 11 since the enactment of the Bankruptcy Code in 1978. SBRA created Subchapter V— a new tool for small businesses to rescue such businesses in financial distress. A significant body of caselaw has developed on a host of legal issues arising under SBRA over the last five years. One area that is evolving pertains to the scope of discharge available to small business …

The Legal Acrobatics Of Dealing With International Arbitral Awards Rendered In The United States, Damon R. Duchenne

University of Miami Law Review

International arbitration has become a preferred method for resolving cross-border commercial disputes, largely due to its efficiency and flexibility compared to traditional court litigation. However, the post-award phase, particularly the process of vacating or enforcing arbitral awards, presents significant complexities, especially in the United States. Despite the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (the “Convention”) guiding the international recognition and enforcement of arbitral awards, the U.S. has introduced an anomaly by categorizing certain awards rendered within its jurisdiction as “nondomestic,” subjecting them to the Convention’s framework. This has led to confusion regarding whether such awards are …

Postjudgment Procedures For Collection Of Small Debts: The Maine Solution, Maine Law Review

Maine Law Review

Debtors' rights and the due process of debt collection have received increasing attention recently in legislative as well as judicial spheres. There have been many efforts to rectify basic contractual inequities, to abolish summary prejudgment remedies and to limit extra-judicial collection abuses. However, comparatively little scrutiny has been focused on postjudgment or post-hearing remedies in the later stages of the collection process. Until recently, Maine's legal remedies for postjudgment debt collection were notorious for their harshness. Jail, the principal sanction, was freely used as a creditors' club to make debtors settle claims. Although inability to pay was not in itself …

State Action And Waiver Implications Of Self-Help Repossession, Maine Law Review

Maine Law Review

In Adams v. Egley, a California federal district court held the repossession sections of the Uniform Commercial Code to be unconstitutional as a denial of due process. The Adams court relied on Sniadach v. Family Finance Co., in which the Supreme Court invalidated the Wisconsin prejudgment wage garnishment law as violative of due process because property was garnished under the statute without hearing or notice to the wage-earning debtor. When Adams was decided, the scope of Sniadach was the subject of extensive judicial dispute. Since then, the Supreme Court's decision in Fuentes v. Shevin has clarified the meaning of Sniadach …

No Lawyer, No Jail: A Critical Case Study Of Pragmatism And The Flaws Of “Purposeful” Decision Making In Argersinger V. Hamlin, Alisa Smith, Sarah K. Stice

Seattle University Law Review

By releasing conference notes and internal communications, Supreme Court Justices provide insight into the otherwise private decisionmaking process, shedding light on how case outcomes and legal reasoning are framed and negotiated. The watershed case of Argersinger v. Hamlin (1972) extended the constitutional right to counsel to some, but not all, misdemeanor defendants. The case was argued twice, and the Court relied on empirical and authoritative sources to answer complex and practical questions about requiring counsel. This case study employs critical discourse analysis to uncover what influenced the Justices’ decisions and how they framed, shaped, and constructed social realities to foreground …