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Table Of Contents, Seattle University Law Review

Seattle University Law Review

Table of Contents

Corporate Scenarios: Drawing Lessons From History, Madison Condon

Seattle University Law Review

As corporations are increasingly pressed to reveal information about their exposure to climate-related risks, they are often asked to undertake and disclose the outcome of “scenario analysis.” In this exercise, corporations, including financial institutions, examine how their business would fare under different pathways the future may take. One oft-used scenario, for example, is the International Energy Agency’s “Net-Zero by 2050: A Roadmap for the Energy Sector.” This Essay presents a history of the use of scenarios as a corporate planning tool, particularly in the oil industry, arguing that it is key for understanding our present moment and the role of …

Shareholder Expression In A Time Of Heightened Political Tension, Aaron A. Dhir

Seattle University Law Review

In this article, I provide context for my forthcoming research project on shareholder proposals and racial equity audits. Since the murder of George Floyd in May of 2020, progressive shareholder actors have increasingly used the proposal mechanism to advance diversity, equity, inclusion, and justice-related goals. These proposals have frequently gone beyond requesting the usual corporate fare of diversity trainings, intersectionality workshops, affinity groups, etc. Instead, a more ambitious type of proposal asks corporate America to conduct racial equity audits, defined as “an independent, objective and holistic analysis of a company’s policies, practices, products, services and efforts to combat systemic racism …

Corporate Governance Speech, Sarah C. Haan

Seattle University Law Review

The State has always regulated the intra-firm communications that make corporate governance possible, most commonly by mandating disclosures of information by a corporation to its shareholders. Some such laws are labeled “securities regulation,” but securities regulation is a broad category that extends to speech by actors who are outside the corporate enterprise as well. Also, the conventional securities regulation category does not capture all such laws; other examples, including informationforcing mandates, can be found in state corporate law. This Article uses the term “corporate governance speech” to describe the communications among shareholders, directors, and officers through which corporate governance is …

Dark Accounting Matter, Colleen Honigsberg

Seattle University Law Review

Physicists calculate that approximately 85% of the matter in the universe is composed of “dark matter” that “does not absorb, reflect, or emit electromagnetic radiation and is therefore difficult to detect.” The S&P 500 currently trades at a price-to-book value of 4.2, suggesting that book value accounts for less than 20% of the S&P 500’s market value. The remaining 80% appears nowhere in these firms’ balance sheets—it is invisible to contemporary accounting techniques and constitutes “dark accounting matter.”

Some “dark accounting matter” is composed of factors commonly described as components of “ESG.” Human capital, for example, is an intangible asset …

The Employees’ Dilemma: Balancing Internal Reporting, Whistleblowing, And Insider Trading Risks, Geeyoung Min

Seattle University Law Review

The Essay examines how recent developments in insider trading regulations and whistleblower reward programs can lead to unintended and counterproductive results of discouraging employees from using internal reporting channels within corporate compliance programs. While the presence of a robust and well-functioning corporate compliance program is a critical factor both in mitigating the level of public enforcement actions against companies and in protecting corporate managers from liability in private litigation, these programs often provide little incentive for employees to report potential misconduct internally.

Corporate compliance programs are designed to promote the upward information flow within the company, which is essential for …

How The Antidiscrimination Law Of Commercial Transactions Really Works, Helen Norton

Seattle University Law Review

A variety of businesses now cite 303 Creative when seeking First Amendment protection for their refusal to serve certain customers based on those customers’ protected class status. How this litigation will play out remains to be seen. But future courts need not, and should not, repeat the 303 Creative Court’s misunderstanding of how the antidiscrimination law of commercial transactions actually works.

Part I of this Essay explains the Court’s longstanding understanding of the antidiscrimination law of commercial transactions, and then describes the Court’s failure to engage with this precedent in 303 Creative. Part II then identifies the 303 Creative decision’s …

Obamacare For Homeowners Insurance: Fixing America's Broken Insurance Markets In A Time Of Climate Change, Daniel Benjamin Schwarcz

Articles

Over the last decade, homeowners insurance markets nationwide have experienced unprecedented instability due to climate change. These disruptions, which are likely to accelerate in the coming years, risk destabilizing real estate markets, triggering financial instability, and undermining the nation’s resilience to climate change. Despite these massive stakes, federal and state reforms to date have largely failed to result in more accessible and affordable homeowners insurance coverage that promotes climate change resilience. This Article offers a new way forward, arguing that today’s troubled homeowners insurance markets resemble the broken, state health insurance markets that pre-dated the 2010 passage of the Affordable …

Profiteers Of Death, Match Dawson

Faculty Articles

Brazenly operating within the illicit world of stranger-owned life insurance (“STOLI”), unscrupulous investors and colluding life insurance agents unapologetically engage in a calculated dance of fraud and deceit. With the skill of seasoned con artists, these “Profiteers of Death” prey upon the unsuspecting elderly community, strategically targeting senior assisted living facilities by dangling the golden carrot of easy money in exchange for unwittingly selling away their insurability for little more than copper pennies. Standing idle like salivating vultures, the Profiteers of Death make a mockery of legislative attempts to curb the illegitimate secondary market, perfectly exploiting regulatory deficiencies as they …

Green Dividends: A Case Study In Green Dividends And The Conditions For Private Ordering Solutions, Anne M. Tucker

Seattle University Law Review

This Essay introduces a novel private ordering solution to facilitate corporate investments in pro-social and environmental initiatives: Green dividends. Green dividends are an optional increase in shareholder dividends that are returned to the company to be reinvested in environmental initiatives or kept by a shareholder.

Green dividends pose an alternative to the current gridlocked debate that corporations can’t, won’t, shouldn’t, and shouldn’t even try to act in pro-social or environmental ways. Turning the common refrains on their head converts each narrative into an element for a successful private ordering solution: authority, accountability, shareholder buy-in, and government- backed enforcement. With Green …

Does Climate Disclosure Work To Reduce Greenhouse Gas Emissions? Emerging Evidence Suggests Cautious Optimism, Cynthia A. Williams

Seattle University Law Review

Significant regulatory resources have been spent developing global, voluntary climate and sustainability disclosure standards, such as the TCFD, TNRD, and ISSB’s Sustainability and Climate Disclosure standards, or domestically required disclosures, such as in the EU and in the U.S. Thus, it is important to evaluate whether this disclosure, particularly voluntary, qualitative disclosure, will have the power to shift the allocation of capital, will have a significant effect on the management of climate risk within firms, and ultimately will reduce climate change risk and biodiversity loss.

In this Article, several interrelated questions will be discussed. First, what does the empirical evidence …

Consumer Claims For Insurance Company Drone Surveillance, Chad J. Pomeroy

Faculty Articles

Many people do not own their homes outright-they finance the purchase of their home by taking out a mortgage against it. This typically means that the homeowner is contractually obligated to do a number of things-like pay real property taxes, keep the property in good condition, and keep it insured, even as prices skyrocket. But even worse, the pool of providers is materially shrinking with some insurers now either not writing or limiting new policies or tightening underwriting standards in some markets. Insurance companies pull out of markets because they cannot make enough money in those markets to be profitable. …

Barriers To Insurance Innovation, Peter Molk

UF Law Faculty Publications

In exchange for a payment, insurance companies assume risks from policyholders. Because of their ability to aggregate and diversify many risks, insurers can offer this service at a price that is attractive to policyholders. Yet there are risks that insurers refuse to cover, even though the insurer appears to be in at least as favorable a risk-bearing position as is the policyholder. Property insurance contracts, for example, place on policyholders the risk that rebuilding costs will be greater than expected, or that a home will be destroyed by flood or nuclear damage, or that exposure to natural hazards will change …

The Unethical Practices Of Force-Placed Insurance: How To Protect And Indemnify The Forgotten Investors Of Mortgage-Backed Securities, Devin Moore

St. Thomas Law Review

In the United States, the media has been attempting to inform homeowners of an abusive insurance policy: force-placed insurance. Force-placed insurance is a type of policy that only protects the interest of the mortgage lender or mortgage servicer, and not the homeowner. While federal and state governments have restricted force-placed insurance policies for homeowners, the laws do not protect investors of mortgage-backed securities with force-placed insurance policies. These investors have an extensive impact on the general population since their investments are funded by retirement savings plans. As a result, the investors could lose the retirement savings of millions without proper …

Tied Together With Covenants: Tying Provisions As The Anti-Hero To Fdic Insurance Limits, Kelly W. Cline

Scholarly Works

No abstract provided.

The United States Healthcare System: From Medicare To Post-Pandemic Health Policy, William M. Sage

Faculty Scholarship

My purpose in this essay is to comment on national health policy in the United States over the past sixty years.  My conclusions are less optimistic than what I had hoped when I began my teaching and research career in the 1990s to be able to say in 2025.  In particular, the successful expansion of publicly supported health coverage via the passage of the Affordable Care Act (“ACA” or “Obamacare”) in 2010 seems to have triggered -- though I hesitate to say that it caused – a backsliding from broader commitments to clinical performance, population health, and social solidarity that …

Delay, Deny, Tax, Samuel D. Brunson

Faculty Publications & Other Works

Health insurance companies are having a moment in the United States. Their moment involves widespread public objections to their seemingly random and increasing willingness to deny coverage and reimbursement to insureds. These denials are in large part not part of a program to improve health coverage but, rather, to reduce insurance companies’ expenses and, in turn, increase their profits.

There is broad consensus that something has to change. The public demands it. Bipartisan groups of senators and representatives have investigated it. Even the health care industry acknowledges that something needs to change. To actually make the health care system better …

Designing A Victims’ Compensation System Amidst California’S Insurance Crisis: The Aftermath Of The 2025 Los Angeles Wildfires, Federica Simonelli

Cardozo Journal of Conflict Resolution

This Commentary will explore critical aspects necessary for creating victims’ compensation mechanisms capable of handling claims stemming from the 2025 Los Angeles wildfires from a theoretical perspective. Drawing from the successful examples of the 2020 PG&E Fire Victim Trust, the 2023 Maui Wildfires compensation schemes, and other forms of dispute resolution (such as mediation), this Commentary will demonstrate that the challenging fallouts of environmental disasters pose increased challenges and necessitate unique dispute system design to better respond to the need for fair and equitable solutions. These systems increasingly rely on settlement funds tailored to claimants’ specific needs and have proven …

The Rise Of China: Economic Expansion, Military Modification And The Belt And Road Initiative, Felix Padilla

Dissertations and Theses

In order to analyze China’s rise in power, we have to examine how China has achieved this growth. We need to observe their domestic reforms, international initiatives like the Belt and Road Initiative (BRI), and strategic military advancements. This thesis focuses on China’s economic integration, market reforms and military modernization. The thesis uncovers the effects of this rise on global governance and power balances, especially in trade, security, and geopolitics. I analyze China's vision of a multipolar world and how it contrasts with the current global order and how this fuels rivalry with the U.S. and other powers. China's rise …

Volume 48 Masthead, Seattle University Law Review

Seattle University Law Review

Volume 48 Masthead