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 …
Protect Yourself: Why The Eleventh Circuit's Approach To Sanctions For Protective Order Violations Fails Litigants,
2013
University of Georgia School of Law
Protect Yourself: Why The Eleventh Circuit's Approach To Sanctions For Protective Order Violations Fails Litigants, Adam J. Fitzsimmons
Georgia Law Review
Litigants commonly struggle to balance the need to comply with discovery requests and the desire to protect valuable trade secrets. Protective orders to help strike that balance. Questions arise, however, when one of the parties violates that protective order and discloses the opponent's confidential information. Chiefly, what remedies are available for a party whose invaluable intellectual property has been disclosed? At least one circuit has held the most common sanction, payment of attorney's fees, is unavailable for a violation of a protective order. Generally, Federal Rule of Civil Procedure 37(b)(2) governs sanctions for violations of discovery orders, but the text …
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 …
Constraining Global Corporate Power: A Short Introduction,
2013
Vanderbilt University Law School
Constraining Global Corporate Power: A Short Introduction, Peter J. Spiro
Vanderbilt Journal of Transnational Law
This Essay sets out three models of institutional constraint of global corporate power. First is private lawmaking, in which the non-state power of firms is countered by the non-state power of civil society organizations. Second are nonlegalized processes under public institutional umbrellas, in which public entities host standards-setting mechanisms. Finally, there is the prospect of fully legalized regimes, the equivalent of global regulation. These models have been emerging bottom-up rather than as part of a grand scheme. After describing the three models, this Essay considers the future of global regimes aimed at constraining corporate conduct. Distinct institutional approaches could persist. …
Segmented Settlements Are Not The Answer: A Response To Professor Squire’S Article, How Collective Settlements Camouflage The Costs Of Shareholder Lawsuits,
2013
Penn State Law
Segmented Settlements Are Not The Answer: A Response To Professor Squire’S Article, How Collective Settlements Camouflage The Costs Of Shareholder Lawsuits, Christopher C. French
Faculty Scholarship
In his recent article, Professor Richard Squire offers a provocative theory in which he claims the underlying claimants in shareholder litigation against corporate policyholders are overcompensated due to what he describes as “cramdown” settlements, under which insurers are forced to settle due to the “duty to contribute” that arises under multi-layered directors and officers (“D&O”) insurance programs. He also offers a novel idea regarding how this problem could be fixed by what he refers to as “segmented” settlements in which each insurer and the policyholder would be allowed to settle separately and consider only its own interests in doing so. …
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.
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 …
Virtual Uncertainty: Developments In The Law Of Electronic Payments And Financial Services,
2013
Indiana University Maurer School of Law
Virtual Uncertainty: Developments In The Law Of Electronic Payments And Financial Services, Sarah Jane Hughes, Stephen T. Middlebrook
Articles by Maurer Faculty
This article surveys developments in the laws relating to virtual currencies and their regulation by the Department of Treasury's Financial Crimes Enforcement Network, and enforcement actions taken by the Departments of Treasury, Homeland Security and Justice against funds held in deposit accounts owned by Dwolla, Mt. Gox, and Mutum Sigillum, LLC, and DOJ's action against Liberty Reserve. It also analyses changes to the CFPB's cross-border remittance transfer regulations, and its first use of its preemption authority to preempt portions of the Maine and Tennessee gift card laws pertaining to expiry, and the first action by the FDIC against a bank …
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.
