Commercial Law Commons^™

Volume 49 Masthead

Seattle University Law Review

Volume 49 Masthead

A Comparative Study Of Chinese And American Approaches To Shaping International Outer Space Law And Norms, Ariel G. Silverman

Seattle University Law Review

This article explores convergences and divergencies in the United States and PRC’s responses to the stalemate in the United Nations over the future of outer space resource governance. I do so by systematically analyzing these leading space-faring nations’ policy-positions and tactics deployed to shape norms around three substantive areas of outer space resource governance: rights of ownership and scope of utilization of space resources, mechanization of the “benefits sharing” principle, and the rights and responsibilities of the private sector. I theorize that these leading space-faring nations have adopted divergent approaches due to their differing historical relationships with international law and …

Table Of Contents

Seattle University Law Review

Table of Contents

From Presumed Intent To Programmed Performance: Smart Contracts And The Future Of Contract Law, Amir Bushansky

Cleveland State Law Review

Smart contracts—self-executing agreements operating on decentralized blockchain networks—challenge the fundamental assumptions underlying traditional contract law. This Article challenges the prevailing scholarly approach that seeks to reshape smart contracts to fit existing doctrinal frameworks. Instead, it argues for adapting contract law itself to better accommodate smart contracts, given their unique advantages in cyberspace. Building on two complementary premises—that contract law primarily operates as “mimicking law,” reflecting the presumed expectations and preferences of contracting parties, and that default rules function as behavioral reference points that shape party behavior—the Article develops a positive theory predicting the expectations and preferences of parties entering into …

Decentralized, But Not Above The Law: Analyzing Dao Governance And Regulation, Nathan Cline

Et Cetera

Decentralized autonomous organizations (DAOs) are transforming how people collaborate and manage collective ventures, yet the law has lagged behind this innovative form of organization. Because DAOs rely on smart contracts rather than conventional organizational infrastructure, it is often unclear how they fit into existing laws. This paper defines DAOs, outlines the current regulatory frameworks governing them, and demonstrates where those frameworks fall short. It argues that DAOs should be recognized as a distinct form of corporate entity and that a tailored exemption from federal securities laws is necessary for them to operate effectively. The proposed model offers a practical path …

Debt’S Dominion: A New Epilogue, David Skeel

BYU Law Review

This Essay, written for the “Who Governs Debt’s Dominion” symposium, looks back on Debt’s Dominion: A History of Bankruptcy Law in America as the twenty-fifth anniversary of the book’s publication nears. The Essay begins, in Part I, by briefly describing how Debt’s Dominion came about. Part II identifies and seeks to explain a striking decline in optimism about American bankruptcy law since Debt’s Dominion was first published. Part III explores a few of the major recent developments in consumer bankruptcy, small business bankruptcy, and large-scale corporate reorganization that I would have analyzed in the book if it were written today. …

Green Rules, Fragmented Fields: Member-State Approaches To Sustainability In Eu Competition Law, Niccolò Galli, Armando Santoni

Yearbook of Antitrust and Regulatory Studies

This article provides a comparative, normative-evaluative examination of how sustainability is being incorporated into European competition law. Combining doctrinal legal analysis with economic reasoning, it clarifies competing definitions of sustainability, maps the contest between the consumer-welfare paradigm and sustainability proponents, and evaluates the legal and institutional implications of the Commission’s 2023 Horizontal Cooperation Guidelines. Drawing on national initiatives across Member States plus the UK, the study highlights contrasting instruments, from Austria’s statutory environmental exemption to the Dutch soft-law safe harbour and Greece’s experimental sustainability sandbox, and shows how these divergent approaches produce fragmentation and legal uncertainty for cross-border cooperative initiatives. …

Beyond The Genius Act: Regulatory Gaps And Operational Challenges In Stablecoin Adoption, David Krause

University of Miami Law Review

The enactment of the Guiding and Establishing National Innovation for U.S. Stablecoins (GENIUS) Act in July 2025 represents a pivotal shift in the digital asset landscape, providing a federal framework for payment stablecoins and addressing critical issues of transparency and reserve backing. However, this Article argues that the GENIUS Act addresses only a subset of the systemic inefficiencies hindering the transition of stablecoins from speculative instruments to institutional-grade financial tools. Through an analysis of current market data and regulatory gaps, this Article identifies four persistent challenges: fragmented liquidity across geographic corridors, practical spendability constraints rooted in tax and accounting treatment, …

Editorial

Indian Journal of Law and Technology

No abstract provided.

Rules Of The Game: Lessons From Sports To Understand Antitrust Law’S Fairness Foundations, Tara Pincock, Daniel A. Hanley

Washington and Lee Law Review Online

Traditionally, courts and practitioners assert that the antitrust laws are simply about protecting competition, not competitors. In essence, these parties perceive competition to be inherently desirable, rather than recognizing that it can be beneficial or harmful depending on its intensity and scope. As a result of this mistaken belief, courts hold that certain conduct is legal under the antitrust laws simply because they determine it to be procompetitive, while conduct deemed anticompetitive is condemned. Courts seldom provide definitive boundaries to this pro-competition trope and instead assert it as if it were a well-established truism and universal societal good.

Without details …

Outbid By Technicality: How Streaming Services Weaken Legacy Media’S Matching Rights, Arthur Yolles

American University Business Law Review

Contracts for large-scale media distribution, such as those between sports leagues and broadcasting companies, often include matching rights—rights which guarantee a media distributor the ability to continue distributing content for as long as they can match the bids of third parties. These rights grant media distributors security in their relationships with rights-grantors, and they deliver a more predictable viewing experience for consumers. However, it is not always clear what constitutes a "match."

With the rise of streaming and big tech’s infiltration into legacy media strongholds such as live sports, the need to define a match is increasingly relevant. This Comment …

Cloudy Oversight: How Administrative Conflict Over International Airline Alliances’ Antitrust Immunity Harms Consumers Of Commercial Air Transportation., Hamin Jeong

American University Business Law Review

Antitrust law governs and guides how regulatory agencies should scrutinize unfair, monopolistic corporate behavior. However, when several different agencies are tasked with enforcing the same legal principles, different interpretations of such principles inevitably arise.

 The U.S. Department of Justice (DOJ) acts as the main body that enforces antitrust actions in the domestic airline industry, but there is an exception to the general rule. Congress delegated the U.S. Department of Transportation (DOT) the authority to grant antitrust immunity to international airline alliances, which form when domestic and foreign airlines partner to increase flight services between their respective nations.

However, as codified …

Investigation Expenses, Ryan Vacca

Faculty Publications

Misappropriating trade secrets is usually done in secret. After all, those taking another’s trade secret in violation of state and federal law rarely openly tout their misdeeds. As a result, trade secret owners do not always immediately realize that their trade secret has been misappropriated and must spend significant resources investigating whether misappropriation has occurred and, if so, by whom and to what extent.

An important question frequently arising over the last several years but overlooked in the scholarly literature is whether a trade secret owner’s investigation expenses are recoverable as “actual loss” under state and federal trade secret laws. …

Serendipity And Self-Regulation: The Evolution Of Cryptocurrency-Based Exchange-Traded Products, Onnig H. Dombalagian

American University Business Law Review

Cryptocurrency enthusiasts rejoiced last year when the Securities and Exchange Commission (SEC) approved the listing of bitcoin-based and ether-based exchange-traded products (ETPs). For over a decade, cryptocurrency entrepreneurs have sought to trade cryptocurrency products on traditional securities exchanges.  Listing bitcoin and ether ETPs gave retail investors an easily accessible, transparent, and perhaps, more cost-efficient means of investing in cryptocurrencies while reducing the credit and custodial risks of dealing with unregistered digital asset exchanges or digital asset intermediaries. The listing of cryptocurrency ETPs may also represent a substantial step toward completing the marketplace for financial transactions in bitcoin and ether.

 There …

Procedural Good Faith In Investment Arbitration—What Is It And What Could It Be?, Meg Kinnear

American University Business Law Review

When I selected the topic of procedural good faith for this lecture, I did not expect it to be as unwieldy as it proved to be. After all, good faith is a fundamental concept for every law student, and it anchors our approach to legal analysis and “thinking like a lawyer.” As counsel, our core belief is that proceedings must be conducted in good faith, and we each have a professional duty to act in good faith in arbitration.

Nonetheless, I am certain that each of you has witnessed conduct during an arbitration—by the opposite party, of course—that struck you …

Designing Contract Modification, Albert H. Choi, George G. Triantis

Articles

For long-term commercial contracts, modification tends to be the norm rather than the exception. While modification often takes place in response to an arrival of new information, contracting parties frequently modify the terms in response to a shift in bargaining power. In this Article, we explain how the flexibility to renegotiate in response to a shift in bargaining power can facilitate long-term contracting and thereby beneficial reliance investments and risk allocation. The prospect of modification can induce contracting parties who expect their bargaining power to improve, such as from the emergence of outside opportunities, to enter into contracts earlier and …

Merger Remedies Unbound, Dhruv Aggarwal, Albert H. Choi, Geeyoung Min

Articles

How should foundational contract law doctrines apply to corporate mergers? This Article argues that recent changes in Delaware law grant parties expansive contractual freedom to define their preferred remedies in merger agreements, untethered from the limits imposed by traditional contract law. A new provision in the Delaware corporate code, or the Delaware General Corporation Law (DGCL), permits penalty clauses in merger agreements, notwithstanding the traditional “anti-penalty doctrine” that forbids punitive liquidated damages in contracts. Delaware courts have also shown deference to specific performance provisions, treating them as presumptively enforceable commitments instead of retaining their traditional judicial discretion over the choice …

Texas’S Attempt To Compete With Delaware, Robert A. Ragazzo

Fordham Journal of Corporate & Financial Law

Delaware derives substantial economic benefits from attracting incorporation business. Other states have sought to receive a share of these economic benefits. Texas is among them. Part I of this article will consider Texas’s attempt to copy Delaware’s enabling philosophy. It will conclude that, although the Texas courts have not always shared Delaware’s enabling view, the Texas legislature has historically done its best to place Texas on a par with Delaware in terms of its enabling philosophy of corporate governance. In recent times, the Texas legislature has actually outdone the Delaware legislature in creating a pro-managerial corporate environment. Part II of …

Digital Assets And The Property Question, Andrea Tosato, Christopher K. Odinet

Faculty Journal Articles and Book Chapters

Is crypto property? The proliferation of digital assets such as cryptocurrencies, stablecoins, meme coins, and non-fungible tokens (NFTs) has confronted legal systems worldwide with three interdependent challenges: determining whether they are property, identifying their appropriate classification within property taxonomies, and establishing rules for their circulation in commerce. Our Article addresses this tripartite question—the “Property Question”—within American law.

The stakes here are significant. Billions of dollars in digital assets are traded daily, used as collateral, and held by custodial platforms. Yet all these transactions rest on an unresolved premise: that digital assets can be owned and are governed by established property …

The Italian Rice Production: Between Tradition And Globalization, Bianca Gardella Tedeschi

FIU Law Review

The Article examines the Italian rice sector as a case study in how law mediates the tensions between territorial agricultural traditions and the pressures of globalization. Focusing on the rice-producing districts of Piedmont and Lombardy, the Article argues that the resilience of Italian rice production cannot be explained solely by agronomic or economic factors. Rather, it depends on a dense legal and institutional framework that structures water governance, quality control, market organization, and contractual relations across the supply chain.

The Article develops three principal claims. First, it shows that the competitiveness of Italian rice production rests on an integrated model …