Commercial Law Commons^™

Recalibrating The Federal Economic Crime Guideline: An Admiring Rejoinder To Judge Bennett And Friends, Frank O. Bowman Iii

Faculty Publications

I have read with the greatest pleasure the article on federal white-collar crime sentencing by U.S. District Judge Mark Bennett and Professors Justin Levinson and Koichi Hioki. They review the history of fraud sentencing in the Sentencing Guidelines era, offer a persuasive critique of some deficiencies in the current regime, present the results of their own survey of judicial attitudes toward sentencing a representative fraud case, and propose a series of useful prescriptions for change. Inasmuch as they are kind enough to cite my own work approvingly throughout the article, it will come as no surprise that I agree with …

Mutual Fund Capital Structure, A. Joseph Warburton

Marquette Law Review

The Investment Company Act of 1940 regulates the capital structure of mutual funds in order to restrain their leverage and speculative character. It is often (mistakenly) assumed that the law prohibits open-end mutual funds from borrowing money. This Article (I) analyzes the law governing mutual fund capital structure to reveal when (and to what extent) borrowing is allowed and (ii) examines a novel dataset on mutual fund capital structure that shows borrowing is an unexpectedly common practice.

Using data on all registered investment companies in the U.S. from 1998 to 2013, I find that nearly 8% of open-end mutual funds, …

To Fund Or Not To Fund: Deficiencies In The Wisconsin Crowdfunding Act That Hamper The Viaiblity Of Intrastate Crowdfunding, Andrew S. Hovestol

Marquette Law Review

"Crowdfunding," which is described as "the practice of . . . soliciting [financial] contributions from a large number of people especially from the online community," has recently taken the financial world by storm through the advent of websites like "Kickstarter," "Fundable," "IndieGogo," "Razoo," and "Appbackr." Such websites provide a marketplace whereby companies, small businesses, and entrepreneurs looking for startup capital can solicit funding from individual investors. The concept is relatively straightforward: project creators initiate a profile that includes informative bits like short videos, a brief synopsis of the project, and images to further showcase the project. Each project has a …

Controlling Systemic Risk Through Corporate Governance, Steven L. Schwarcz

Faculty Scholarship

Most of the regulatory measures to control excessive risk taking by systemically important firms are designed to reduce moral hazard and to align the interests of managers and investors. These measures may be flawed because they are based on questionable assumptions. Excessive corporate risk taking is, at its core, a corporate governance problem. Shareholder primacy requires managers to view the consequences of their firm’s risk taking only from the standpoint of the firm and its shareholders, ignoring harm to the public. In governing, managers of systemically important firms should also consider public harm. This proposal engages the long-standing debate whether …

Market Information And The Elite Law Firm, Elisabeth De Fontenay

Faculty Scholarship

As a subcategory of contract negotiations, corporate transactions present information problems that have not been fully analyzed. In particular, the literature does not address the possibility that parties may simply be unaware of value-increasing transaction terms or their outside option. Such unawareness can arise even for transactions that attract many competing parties, if the bargaining process is such that (1) the price terms are negotiated and fixed prior to the non-price terms, contrary to the standard assumption; and (2) some of the non-price terms remain private for some period of time.

A simple bargaining model shows that, when such unawareness …

The Role Of Social Enterprise And Hybrid Organizations, Ofer Eldar

Faculty Scholarship

Recent years have brought remarkable growth in hybrid organizations that combine profit-seeking and social missions. Despite popular enthusiasm for such organizations, legal reforms to facilitate their formation and growth—particularly, legal forms for hybrid firms—have largely been ineffective. This shortcoming stems in large part from the lack of a theory that identifies the structural and functional elements that make some types of hybrid organizations more effective than others. In pursuit of such a theory, this Article focuses on a large class of hybrid organizations that has been effective in addressing development problems, such as increasing access to capital and improving employment …

The Corporation In The Marketplace Of Ideas, 51 J. Marshall L. Rev. 19 (2017), Matthew Telleen

UIC Law Review

No abstract provided.

Should The United States Withdraw Its Cisg Article 95 Declarations, Peter Winship

The International Lawyer

No abstract provided.

Weeding Out Social Welfare Organizations And The Public Policy Doctrine, Jake R. Miller

Kentucky Journal of Equine, Agriculture, & Natural Resources Law

No abstract provided.

Insider Trading Flaw: Toward A Fraud-On-The-Market Theory And Beyond, Kenneth R. Davis

American University Law Review

No abstract provided.

Commercial Transactions, John Krahmer

SMU Annual Texas Survey

No abstract provided.

Speech V. Conduct, Surcharges V. Discounts: Testing The Limits Of The First Amendment And Statutory Construction In The Growing Credit Card Quagmire, Clay Calvert, Rich Shumate, Stephanie Mcneff, Stephenson Waters

UF Law Faculty Publications

This article examines First Amendment speech concerns and related issues of statutory construction raised by anti-surcharge statutes that prohibit merchants from imposing "surcharges" on credit card purchases, but allow them to offer "discounts" to cash-paying customers. The article uses the split of authority created by the November 2015 opinion of the U.S. Court of Appeals for the Eleventh Circuit in Dana's Railroad Supply v. Florida and the September 2015 decision by the Second Circuit in Expressions Hair Design v. Schneiderman as a timely springboard for analyzing these issues. In September 2016, the U.S. Supreme Court agreed to hear Expressions Hair …

Throttle Me Not: 2015 Open Internet Order Protects Unlimited Data Plan Users, Shawn Marcum

American University Business Law Review

No abstract provided.

Sharia Law And International Commercial Arbitration: The Need For An Intra-Islamic Arbitral Institution, George Khoukaz

Journal of Dispute Resolution

The goal of this Comment is to address the relationship between Middle-Eastern Islamic countries with the rest of the world from an international commercial arbitration perspective. To do that, we will first briefly address the historic sectarian divide between the two main sects in Islam—Sunna and Shia—which will allow the reader to gain a better understanding of the theoretical differences within Islam, resulting in different legal systems and competing political interests. Section II will also briefly address the modern history of both the Kingdom of Saudi Arabia (KSA) and the Islamic Republic of Iran (Iran) because these two countries are …

Money Norms, Julia Y. Lee

Faculty Scholarship

Money norms present a fundamental contradiction. Norms embody the social sphere, a system of internalized values, unwritten rules, and shared expectations that informally govern human behavior. Money, on the other hand, evokes the economic sphere of markets, prices, and incentives. Existing legal scholarship keeps the two spheres distinct. Money is assumed to operate as a medium of exchange or as a tool for altering the payoffs of different actions. When used to make good behavior less costly and undesirable behavior more costly, money functions to incentivize, sanction, and deter. Although a rich literature on the expressive function of law exists, …

Is Incorporation Really Better Than Central Management And Control For Testing Corporate Residency? An Answer To Corporate Tax Evasion And Inversion, Charles Edward Andrew Lincoln Iv

Student Scholarship

No abstract provided.

Fair For Whom? Why Debt-Collection Lawsuits In St. Louis Violate The Procedural Due Process Rights Of Low-Income Communities, Aimee Constantineau

American University Law Review

No abstract provided.

Conceptualizing Cryptolaw, Carla L. Reyes

Faculty Journal Articles and Book Chapters

Sweden transfers its real property recording system to the blockchain, a software protocol that enables public, cryptographically secure transaction verification without reliance upon a trusted third party. Dubai plans to issue blockchain-based government documents. The United States Department of Health and Human Services investigates blockchain-based systems for managing health data. Illinois explores blockchain-based applications for use in the Illinois government. News of governments and public-private partnerships developing blockchain-based legal applications increasingly splash across the headlines; however the law-makers using blockchain and other Distributed Ledger Technology (DLT) systems to implement legal processes do not systematically consider the broader implications of their …

Transactional Clinics As Change Agents In The Trump Era: Lessons From Two Contexts, Priya Baskaran, Michael Haber

Scholarly Articles in Law Reviews & Journals

The results of the 2016 presidential election and the efforts by the Trump administration to make sweeping changes to a wide range of federal policies have left communities across the country feeling overwhelmed and threatened. In its first year, the Trump administration has been working steadily to slash budgets for health care, housing, infrastructure, schools, and other public benefits that help low-income and middle-class Americans, while adopting policies and engaging in rhetoric that has made many immigrants, Muslims, people of color, and LGBTQ people feel increasingly vulnerable and marginalized.

The authors of this commentary run law clinics that provide pro …

Developments In The Law Affecting Electronic Payments And Financial Services, Sarah Jane Hughes, Stephen T. Middlebrook, Tom Kierner

Articles by Maurer Faculty

No abstract provided.