Corporate Personhood And The Corporate Persona,
2013
Vanderbilt University Law School
Corporate Personhood And The Corporate Persona, Margaret M. Blair
Vanderbilt Law School Faculty Publications
In 2010, the U.S. Supreme Court held in Citizens United v. FEC that restrictions on corporate political speech were unconstitutional because of the First Amendment rights granted corporations as a result of their status as "persons" under the law. Following this decision, debate has been rekindled among legal scholars about the meaning of "corporate personhood." This debate is not new. Over the past two centuries, scholars have considered what corporate personhood means and entails. This debate has resulted in numerous theories about corporate personhood that have come into and out of favor over the years, including the "artificial person" theory, …
Causation, Remoteness, Scope Of Duty And The Rubenstein Decision,
2013
Singapore Management University
Causation, Remoteness, Scope Of Duty And The Rubenstein Decision, Kee Yang Low
Research Collection Yong Pung How School Of Law
Oftentimes, based on the facts of a case, what justice requires is reasonably clear; yet, when the clever arguments of the defendant’s lawyers have to be dealt with, the Judge faces difficult, even insurmountable obstacles as he seeks the legal justification for the result which he knows (or feels) is the correct one. Rubenstein v HSBC1is such a case. The Rubensteinjudgment is not easy to digest, for several reasons. First, the claims traversed statutory duty, tort of negligence and contract and, along with that, the perennial vexed question of whether different paths should lead to the same result. Second, the …
A Guide To The Model Tribal Secured Transactions Act For Those Familiar With The Uniform Commercial Code,
2013
University of Oklahoma College of Law
A Guide To The Model Tribal Secured Transactions Act For Those Familiar With The Uniform Commercial Code, Elaine A. Welle
American Indian Law Review
No abstract provided.
Supra Synopses,
2013
Seattle University School of Law
Supra Synopses, Ryan W. Dumm, Laura Turczanski
Seattle University Law Review Online
No abstract provided.
Book Review: Remedies For Breach Of Contract By Solene Rowan,
2013
Singapore Management University
Book Review: Remedies For Breach Of Contract By Solene Rowan, Howard Hunter
Research Collection Yong Pung How School Of Law
No abstract provided.
Regulation Of Over-The-Counter Derivatives: A Comparative Study Of Proposals In Singapore And Hong Kong,
2013
Singapore Management University
Regulation Of Over-The-Counter Derivatives: A Comparative Study Of Proposals In Singapore And Hong Kong, Chao-Hung Christopher Chen
Research Collection Yong Pung How School Of Law
This chapter identifies some of the potential legal and policy issues involved in the future regulation of over-the-counter (OTC) derivatives. First, regulators must be cautious in the regulation and solvency of some mammoth clearing- houses. Second, Singapore and Hong Kong both face challenges in the areas of global regulatory cooperation and extra-territorial regulatory effects. Third, the exact scope of a clearing obligation determines whether there is any regulatory competition or room for regulatory arbitrage in the future. Fourth, there are legal definition problems with the term ‘derivative’ and its sub-categories that must be addressed. Fifth, there are potential privacy and …
Snake Oil Salesman Or Purveyors Of Knowledge: Off-Label Promotions And The Commercial Speech Doctrine,
2013
Yale Law School
Snake Oil Salesman Or Purveyors Of Knowledge: Off-Label Promotions And The Commercial Speech Doctrine, Constance E. Bagley, Joshua Mitts
Faculty Scholarship
The Second Circuit’s December 2012 decision in United States v. Caronia striking down the prohibition on off-label marketing of pharmaceutical drugs has profound implications for economic regulation in general, calling into question the constitutionality of restrictions on the offer and sale of securities under the Securities Act of 1933, the solicitation of shareholder proxies and periodic reporting under the Securities Exchange Act of 1934, mandatory labels on food, tobacco, and pesticides, and a wide range of privacy protections. In this Article we suggest that Caronia misconstrues the Supreme Court’s holding in Sorrell v. IMS Health, which was motivated by concerns …
Determining Quorum Of Attendance And Decision Making In The General Meeting Of Shareholders Based On Court Stipulation Due To The Neglectful Absence Of The Majority Foreign Shareholder In A Joint Venture Company (A Foreign Capital Investment Analysis,
2012
Faculty of Law Universitas Indonesia
Determining Quorum Of Attendance And Decision Making In The General Meeting Of Shareholders Based On Court Stipulation Due To The Neglectful Absence Of The Majority Foreign Shareholder In A Joint Venture Company (A Foreign Capital Investment Analysis, Ari Wahyudi Hertanto
Indonesia Law Review
The General Meeting of Shareholders (GMS) is one of the company’s organs with the significant role of determining the business course and other issues related to corporate actions; as it is granted by law to the shareholders of the company. Any decision can be made in the GMS; such as determining the shareholders’ unanimous concurrence on the proposed meeting agenda or even if the results of the meeting are actually contrary to such agenda caused by dissenting among themselves. However, the GMS can also pose certain obstacles in situations where one or more shareholders (that appear to be a majority …
Shareholder Litigation In Mergers And Acquisitions,
2012
Vanderbilt University Law School
Shareholder Litigation In Mergers And Acquisitions, Randall S. Thomas, C. N.V. Krishnan, Ronald W. Masulis
Vanderbilt Law School Faculty Publications
Using hand-collected data, we examine the targeting of shareholder class action lawsuits in merger & acquisition (M & A) transactions, and the associations of these lawsuits with offer completion rates and takeover premia. We find that M & A offers subject to shareholder lawsuits are completed at a significantly lower rate than offers not subject to litigation, after controlling for selection bias, different judicial standards, major offer characteristics, M & A financial and legal advisor reputations as well as industry and year fixed effects. M & A offers subject to shareholder lawsuits have significantly higher takeover premia in completed deals, …
Do Vcs Use Inside Rounds To Dilute Founders? Some Evidence From Silicon Valley,
2012
Vanderbilt University Law School
Do Vcs Use Inside Rounds To Dilute Founders? Some Evidence From Silicon Valley, Brian Broughman, Jesse Fried
Vanderbilt Law School Faculty Publications
In the bank-borrower setting, a firm's existing lender may exploit its positional advantage to extract rents from the firm in subsequent financings. Analogously, a startup's existing venture capital investors (VCs) may dilute the founder through a follow-on financing from these same VCs (an “inside” round) at an artificially low valuation. Using a hand-collected dataset of Silicon Valley startup firms, we find little evidence that VCs use inside rounds to dilute founders. Instead, our findings suggest that inside rounds are generally used as “backstop financing” for startups that cannot attract new money, and these rounds are conducted at relatively high valuations …
Irregularities In Procedure – Reconsidering Section 392,
2012
Singapore Management University
Irregularities In Procedure – Reconsidering Section 392, Pearlie M. C. Koh
Research Collection Yong Pung How School Of Law
In corporate administration, procedures, and their due compliance, are often of as much significance as the outcomes of the proceedings they regulate. The consequence of a failure to comply with procedures, whether laid down statutorily or in the company's constitution, is often the invalidation of the subject proceeding. Such invalidation may perhaps be justified on the basis that faithful compliance does much to foster a perception that the outcomes determined at the proceedings so held are fair, a perception that is vitally important to the acceptability of the outcome by all concerned. Nevertheless, it is also the case that corporate …
American Parent Bank Liability For Foreign Branch Deposits: Which Party Bears Sovereign Risk?,
2012
Pepperdine University
American Parent Bank Liability For Foreign Branch Deposits: Which Party Bears Sovereign Risk?, Adam Telanoff
Pepperdine Law Review
No abstract provided.
Catch Me If You Can: An Analysis Of New Enforcement Measures And Proposed Legislation To Combat The Sale Of Counterfeit Products On The Internet,
2012
Collen IP
Catch Me If You Can: An Analysis Of New Enforcement Measures And Proposed Legislation To Combat The Sale Of Counterfeit Products On The Internet, Jeffrey A. Lindenbaum, David Ewen
Pace Law Review
No abstract provided.
Prospects For Satisfactory Dispute Resolution Of Private Commercial Disputes Under The North American Free Trade Agreement,
2012
Pepperdine University
Prospects For Satisfactory Dispute Resolution Of Private Commercial Disputes Under The North American Free Trade Agreement, Jonathan I. Miller
Pepperdine Law Review
No abstract provided.
Building The House On A Weak Foundation:
Edenfield V. Fane And The Current State Of
The Commercial Speech Doctrine,
2012
Pepperdine University
Building The House On A Weak Foundation: Edenfield V. Fane And The Current State Of The Commercial Speech Doctrine, Dennis William Bishop
Pepperdine Law Review
No abstract provided.
From Handbills To Proposed Bills: Suggestions For Regulating The Law Vegas "Strip" Tease,
2012
Brigham Young University Law School
From Handbills To Proposed Bills: Suggestions For Regulating The Law Vegas "Strip" Tease, Brian D. Blakley
BYU Law Review
No abstract provided.
The Legal World Wide Web: Electronic Personal Jurisdiction In Commercial Litigation, Or How To Expose Yourself To Liability Anywhere In The World With The Press Of A Button,
2012
Pepperdine University
The Legal World Wide Web: Electronic Personal Jurisdiction In Commercial Litigation, Or How To Expose Yourself To Liability Anywhere In The World With The Press Of A Button, Robert M. Harkins Jr.
Pepperdine Law Review
No abstract provided.
Commercial Access Contracts And The Internet: Does The Uniform Computer Information Transactions Act Clear The Air With Regard To Liabilities When An On-Line Access System Fails?,
2012
Pepperdine University
Commercial Access Contracts And The Internet: Does The Uniform Computer Information Transactions Act Clear The Air With Regard To Liabilities When An On-Line Access System Fails?, Morgan Stewart
Pepperdine Law Review
No abstract provided.
Internet-Based Fans: Why The Entertainment Industries Cannot Depend On Traditional Copyright Protections ,
2012
Pepperdine University
Internet-Based Fans: Why The Entertainment Industries Cannot Depend On Traditional Copyright Protections , Thomas C. Inkel
Pepperdine Law Review
No abstract provided.
Creating Hammer V. Dagenhart,
2012
University of Georgia School of Law
Creating Hammer V. Dagenhart, Logan E. Sawyer Iii
Scholarly Works
Hammer v. Dagenhart is among the best known cases in the canon of constitutional law. It struck down the first federal child labor law on the grounds that Congress’s commerce power allowed it to prohibit the interstate shipment of harmful goods, like impure food and drugs, but not harmless goods, like the products of child labor. Withering criticism of the decision spread from Justice Holmes’s famous dissent to law reviews, treatises, casebooks, and constitutional law classes. For nearly a century the decision has been scorned as inconsistent with precedent, incoherent as policy, and driven solely by the Court’s reactionary commitment …
