Law and Economics Commons^™

The Non-Binding Bind: Reframing Precatory Stockholder Proposals Under Delaware Law, Kyle A. Pinder

Michigan Business & Entrepreneurial Law Review

Rule 14a-8 under the Securities Exchange Act of 1934 allows stockholders to submit proposals for inclusion in a company’s proxy materials. The rule assumes that Delaware law provides stockholders with the right to submit non-binding proposals for stockholder approval. But as many have observed, this assumption lacks a firm basis in state law, particularly in Delaware. If such a right exists, a stockholder conducting its own proxy solicitation could submit numerous precatory proposals, including those advancing narrow or special interests. This article concludes that, under Delaware law, stockholders do not have an inherent right to submit precatory proposals. Accordingly, a …

Navigating The Eu’S Corporate Sustainability Due Diligence Directive: Strategic Implications For Us Companies, Silvia Ciacchi, Michael Faure, Sharon Oded

Michigan Business & Entrepreneurial Law Review

The European Union’s (“EU”) Corporate Sustainability Due Diligence Directive (“CSDDD” or the “Directive”) introduces new human rights and environmental obligations that reshape global corporate governance. This paper explores its impact on US companies, with a particular focus on compliance strategies under both direct and indirect applicability. It contrasts tactical compliance, which emphasizes risk mitigation while meeting minimum legal requirements, against strategic compliance, where companies use sustainability to gain a competitive edge in the market.

This paper highlights how varying enforcement levels across EU Member States may incentivize companies to “forum shop” or choose jurisdictions with more relaxed enforcement. It also …

Masthead

Seattle University Law Review

No abstract provided.

Table Of Contents

Seattle University Law Review

No abstract provided.

Getting Money Out Of Politics By Putting Money Into Politics: A Few Modest Proposals To Reform Seattle’S Democracy Voucher Program, Decker O’Donnell

Seattle University Law Review

Seattle’s Democracy Voucher Program offers an unconventional response to the growing influence of money in American elections: rather than restricting political spending, it seeks to amplify the participation of ordinary voters by providing publicly funded vouchers that residents may assign to participating candidates. This Article examines the program’s development, operation, and constitutional foundation within the modern campaign-finance framework established by Buckley v. Valeo and subsequent Supreme Court decisions. It argues that democracy vouchers provide a constitutionally viable means of broadening participation in campaign financing while mitigating the influence of wealthy donors. The Article identifies two weaknesses in the current system: …

Converting Buildings Is Hard: Why Seattle’S Municipal Government Should Streamline Commercial-To-Residential Conversions, Tyler M. King

Seattle University Law Review

The conversion of commercial buildings into housing is a promising solution to the growing housing crisis in many urban areas. However, despite its potential benefits, the process of repurposing commercial spaces is often stymied by complex zoning codes, high conversion costs, and bureaucratic hurdles. This Article argues that the local and state governments in Seattle should adopt more streamlined policies and offer greater incentives to developers to facilitate these conversions. By reforming zoning regulations and providing targeted financial support, municipalities can reduce the barriers to conversion and unlock the potential of underutilized commercial properties. This article examines the legal and …

Legal Malpractice In Washington: Use Of The Rules Of Professional Conduct, Angelo Tadrous

Seattle University Law Review

Legal malpractice claims are difficult to prove. They are difficult to prove because many jurisdictions require that a plaintiff prove that, but for the lawyer’s misconduct, the client would have fared better. Thus, in a malpractice suit, a plaintiff must try a case within a case. Despite this difficulty, many jurisdictions prohibit the use of the Rules of Professional Conduct when litigating a malpractice case. Washington State is one of these jurisdictions. The Washington Supreme Court held in Hizey v. Carpenter that the Rules of Professional Conduct may not be referred to during trial. This Note argues that this prohibition …

Who Decides The Dead? Interpreting Washington’S Disposition Of Remains Statute, Wyatt Young

Seattle University Law Review

Washington’s disposition-of-remains statute, RCW 68.50.160, is designed to honor a decedent’s expressed wishes regarding the control and disposition of their body after death. Yet recent litigation reveals a critical gap between the statute’s intent-centered design and its practical enforceability. In Larotonda v. Blackburn, a trial court acknowledged that irreparable harm would occur if a decedent’s burial wishes were ignored but nonetheless denied relief on the grounds that the individual designated to carry out those wishes lacked standing. The result was a legal paradox: a statute that recognizes decedent autonomy in theory but withholds any meaningful mechanism for its enforcement …

Introduction To The Oral History Project Of The World Trading System: The Story Of John H. Jackson And His Unique Role, Jennifer A. Hillman

The Oral History Project of the World Trading System

Georgetown Law has been fortunate to have so many pathbreaking professors teaching, researching, and writing here. For those in the international trade arena, none stands taller than Professor John H. Jackson, who came to Georgetown in 1998 after a storied teaching career at the University of Michigan and immediately set to work with his singular ability to bring together scholars, students, government officials, and practitioners to examine the trade challenges of the day from every angle—always looking to develop innovative ideas and practical solutions.

Immediately upon arrival at Georgetown, Professor Jackson created the Institute of International Economic Law (IIEL)—one of …

The Misinterpretation Of “Corporation” In Indonesia’S Penal Code No. 1 Of 2023: Ensuring Legal Certainty For Recognized Corporate Forms, Rizaldy Alif Syahrial

Indonesia Law Review

Abstract

Law No. 1 of 2023 on the Indonesian Penal Code expands criminal liability to include entities that do not possess legal personality, allowing informal entities such as commanditaire vennootschappen (CV), partnerships (firm), unincorporated business groups, and unregistered associations to be prosecuted as corporations. This expansion aims to close legal loopholes in addressing modern criminal activity and to align Indonesia with global developments in corporate criminal liability. However, extending criminal liability to non legal persons generates conceptual tension because Indonesian legal doctrine distinguishes between natural persons and legal persons, which possess legal personality, decision making organs, separate assets, and autonomous …

إصلاح القطاع المالي في سوريا: عامل التحديث والنمو الاقتصادي, ناصر السعيدي

Proche-Orient, Études juridiques

No abstract provided.

La Différence Entre Le Contrat De Franchisage Et Le Contrat De Représentation Commerciale En Droit Libanais, Mazen N. Houssami

Proche-Orient, Études juridiques

No abstract provided.

Synthesis Report, Khalid Naciri

Revue Marocaine de Droit, d'Economie et de Gestion (Moroccan Journal of Law, Economics and Management)

Thirty years after Moroccan civil servants were granted a specific legal and administrative framework, the General Statute of Public Service naturally prompted reflection and debate among practitioners and academics. In this spirit, the Public Law Department of the Faculty of Legal, Economic, and Social Sciences at Hassan II University organized a colloquium on May 12–13, 1989, to examine the public service, focusing on elements of continuity and change. Situated at the intersection of legal, cultural, sociological, and political dimensions, the subject proved particularly complex. The colloquium explored this complexity through three main themes: the structures of public service, the legal …

The Evolution Of The Legal Status Of Civil Servants, Mohamed Aliat

Revue Marocaine de Droit, d'Economie et de Gestion (Moroccan Journal of Law, Economics and Management)

Before independence, the Moroccan public service comprised approximately 400 separate grades, each governed by its own specific statute, resulting in significant disparities and administrative complexity. After independence, authorities faced the challenge of restructuring, harmonizing, and adapting administrative frameworks to new realities. Morocco adopted the "pragmatic localized reform method" rather than a comprehensive systematic overhaul. This approach began with the enactment of the General Statute of Public Service in 1958, followed by a transitional period of careful assessment. This process culminated in the 1967 cadre reform, later complemented by the 1975 reform, marking a gradual but significant evolution in the legal …

Statutory Guarantees Of Civil Servants, Amal Mourji

Revue Marocaine de Droit, d'Economie et de Gestion (Moroccan Journal of Law, Economics and Management)

This paper examines the statutory guarantees of civil servants through a comparative analysis of two contrasting public service models: open and closed systems. In open systems, public employment is based on contracts, allowing mobility between public and private sectors, which enriches both mindsets and administrative structures. In closed systems, civil servants enter through competitive examinations and remain in public service until retirement, with strict separation between public and private sectors. They are governed by a legal and regulatory statute rather than contracts. While neither system exists in absolute form, they serve as simplified models. The author cites Anglo-Saxon countries (notably …

Some Reflections On The Municipal Public Service, Abderrahim Fadil

Revue Marocaine de Droit, d'Economie et de Gestion (Moroccan Journal of Law, Economics and Management)

This paper highlights the significant gap between extensive research on state public service and the scarcity of studies on municipal public service (MPS), which remains poorly understood. The creation of MPS in Morocco is linked to the decentralization movement initiated by the Municipal Charter of September 30, 1976, with both themes being closely intertwined. Without a functioning MPS, decentralization at the local level risks being ineffective. In countries like Spain and France, territorial public service has become a cornerstone of local political-administrative systems. In Morocco, MPS is relatively recent, reflecting the growing role of municipalities in national life. This study …

Rules Of Public Service: Between The Domain Of Law And The Regulatory Domain, Mohamed Acherki

Revue Marocaine de Droit, d'Economie et de Gestion (Moroccan Journal of Law, Economics and Management)

This paper examines the constitutional distribution of legislative and regulatory powers concerning public service rules in Morocco. Under the 1962 Constitution, only "basic guarantees granted to civil and military state employees" fell within the legislative domain, with all other public service rules relegated to the regulatory sphere. The 1970 Constitution maintained this approach. Despite constitutional provisions allowing for the adoption of organic laws to clarify and delimit these domains, no such laws were ever enacted for public service. Consequently, between 1962 and 1972, most public service rules remained within the regulatory domain, including some initially adopted by legislative acts, which …

Workforce Management In The Public Service: Rules, Methods, And Means, Mostafa Rhomari

Revue Marocaine de Droit, d'Economie et de Gestion (Moroccan Journal of Law, Economics and Management)

Structural adjustment, budgetary constraints, administrative downsizing, restructuring, and privatization have become key drivers of public service reforms in developing countries. These reforms have prompted a continuous reassessment of workforce management, aiming either to curb rising personnel costs or to address shortages of highly skilled specialists, staff surpluses, or poor distribution across administrative sectors. The ultimate objective is workforce redeployment, guided by the principle: "Place the right people, in the right place, at the right time." Achieving this requires determining adequate staff numbers and qualifications while ensuring optimal geographical and functional distribution. Effective workforce management remains essential for improving administrative efficiency …

The Specificity Of Judicial Review Over The Legality Of Conservation (Land Registration) Decisions, Mohamed Chnan

Revue Marocaine de Droit, d'Economie et de Gestion (Moroccan Journal of Law, Economics and Management)

This paper examines the unique nature of judicial review concerning conservation decisions (land registration) in Morocco. The author highlights the exceptional gravity of these decisions, as they directly affect property rights—a fundamental right protected by the Constitution. Unlike other administrative acts, conservation decisions are not subject to any form of appeal, not even before the administrative courts. This legal anomaly is particularly striking given that even constitutional provisions can be reviewed through referendums, and other administrative decisions may be challenged through annulment proceedings. The author argues that this exceptional rule, consistently upheld by case law, can only be explained by …

Presidential Authority And Human Relations In The Public Service, Lahoucine Oulkaid

Revue Marocaine de Droit, d'Economie et de Gestion (Moroccan Journal of Law, Economics and Management)

This paper examines the relationship between superiors and subordinates in public administration and its impact on administrative systems. The nature of this relationship reveals the prevailing administrative culture and determines whether subordinates remain passive followers or become active participants in decision-making. The study contrasts centralized administrative systems, where authority is concentrated among senior officials, with decentralized models that grant regional or specialized bodies legal personality and some autonomy. Decentralization is widely regarded by scholars as a necessity of the modern era and a key indicator of administrative development. The author argues that participatory approaches and balanced power distribution contribute to …