Organizations Law Commons^™

The Need For A Self-Sustaining Mobile Legal Clinic In Widespread Urban Centers, Eshan Zaffar

The Journal of Business, Entrepreneurship & the Law

No abstract provided.

Taking Healthcare's Pulse: Legal Issues Involved In Healthcare Business Transactions, Renee A. Pistone

The Journal of Business, Entrepreneurship & the Law

There are many federal regulations to consider when a healthcare lawyer creates and evaluates a particular healthcare business transaction. The healthcare market is highly competitive with the formation of healthcare business transactions on the rise. Hospitals and physicians seek dynamic and cost effective ways to deliver healthcare and partnerships are being formed between physicians and hospitals. These partnerships add to the marked increase in healthcare business transactions along with the progressed development of the physician hospital organization (“PHO”). Attorneys who execute healthcare business transactions on behalf of clients have to follow the federal laws. Part I sets forth potential ethics …

State Legislative Efforts To Improve Access To Venture Capital, Brian K. Krumm

Book Chapters

No abstract provided.

Privacy Policies, Terms Of Service, And Ftc Enforcement: Broadening Unfairness Regulation For A New Era, G. S. Hans

Michigan Telecommunications & Technology Law Review

This Note examines website privacy policies in the context of FTC regulation. The relevant portion of Section 5 of the Federal Trade Commission Act, 15 U.S.C. § 45(a), uses the following language to define the scope of the agency's regulatory authority: "Unfair methods of competition in or affecting commerce, and unfair or deceptive acts or practices in or affecting commerce, are hereby declared unlawful." Specifically, this Note analyzes the FTC's power to regulate unfair practices (referred to as the FTC's "unfairness power") granted by Section 5, and also discusses the deception prong of Section 5, which allows the agency to …

Jan. 1, 2012, Performance Standard 1, Ifc

IFC E&S Performance Standards

No abstract provided.

Delaware Dissolves The Glue Of Capitalism: Exonerating From Claims Of Incompetence Those Who Manage Other People's Money, Daniel S. Kleinberger

Faculty Scholarship

Delaware law is the leading source of non-federal law governing U.S. business organizations. Over the past 25 years that law has tilted further and further toward insulating individuals who manage business firms from any liability to the firms’ owners based on claims of misconduct. These developments have occurred both in corporate law and the law of unincorporated organizations.

Although often described as consistent with market principles, these developments actually undercut the proper functioning of a market system. Effective competition among firms does not require a “dog eat dog” mentality within firms. Managerial responsibility is a prerequisite to healthy firms, which …

Burying, Robert Brendan Taylor

Michigan Telecommunications & Technology Law Review

When applying for a patent, applicants must provide the examiner with all known material prior art. Those who fail to do so can be charged with inequitable conduct. But applicants can still effectively hide material prior art references by submitting them along with large quantities of immaterial prior art to the examiner. This deceptive practice, known as "burying," is generally not considered inequitable conduct. This Essay summarizes the current legal landscape concerning burying, discusses the costs associated with the practice, and suggests ways to deter and punish those who do it.

Persuading To Comply: On The Deployment And Avoidance Of Legal Argumentation, Steven Ratner

Book Chapters

For those international actors seeking to promote respect for international law, persuasion -- the process of social interaction whereby one actor seeks to convince another to believe or do something through principled rational arguments and interactions, without any overt coercion -- is at the core of the enterprise. Yet the scholarship in international law and international relations is woefully thin on the content of such a communication of persuasion, and, in particular, on the role of legal argumentation. This paper constructs a theoretical model for determining when and how international actors deploy legal argumentation in contrast to other arguments that …

Foreword: Shape Shifting In The Law, Daniel S. Kleinberger

Faculty Scholarship

As this issue of the William Mitchell Law Review reflects, a significant dislocation is occurring in the law of business organizations. Something far more fundamental than a legal definition or any similarly specific concept is in flux. The legal and philosophical question is not whether a business organization should be able to engage instrumentally in non-profit activities but rather whether a business organization's purpose may include something in addition to (and likely prejudicial to) the purely pecuniary interests of the organization's owners.

Aba Business Law Section, On Behalf Of Its Committees On Llcs And Nonprofit Organizations, Opposes Legislation For Low Profit Limited Liability Companies (L3cs), Daniel S. Kleinberger

Faculty Scholarship

This document comprises a letter and attachment “submitted by the ABA Business Law Section on behalf of its Committee on Limited Liability Companies, Partnerships, and Unincorporated Entities and its Committee on Nonprofit Organizations … and states our views on … a bill ‘relating to limited liability companies [and] providing for the creation and operation of low-profit limited liability companies.’” The letter and attachment “have not been approved by the House of Delegates or the Board of Governors of the American Bar Association and should not be construed as representing the policy of the ABA.”

Supported by detailed analysis of both …

Improving The Benefit Corporation: How Traditional Governance Mechanisms Can Enhance The Innovative New Business Form, Steven Munch

Northwestern Journal of Law & Social Policy

In recent years, a number of states have offered innovative new business forms to accommodate social enterprises, organizations that pursue both profit and social purpose. These hybrid forms are designed to free socially conscious entrepreneurs from the strict pursuit of shareholder value maximization that often controls in business practice and law, allowing them instead to serve the interests of other company stakeholders or even society. One form, the benefit corporation, has been adopted by seven states and is now under consideration in several more. This Note details the development, provisions, and advantages of the benefit corporation. It also identifies and …

Lessons From General Growth Properties: The Future Of The Special Purpose Entity, Samantha J. Rothman

Fordham Journal of Corporate & Financial Law

With the crash of the financial market, the effectiveness of “bankruptcy remote” provisions has been tested and examined. In the recent case of In re General Growth Properties, the court allowed a bankruptcy remote special purpose entity to voluntarily file for relief under Chapter 11 of the Bankruptcy Code along with its related corporate entities, despite the fact that bankruptcy remote provisions are designed to avoid precisely this result. This Note analyzes the General Growth decision and explores its potential future implications for the special purpose entity as a securitization tool. While General Growth casts doubt on the viability of …

Answering To A Higher Authority: Sovereign-Mandated Oversight In The Board Room And The C-Suite, Thomas F. O’Neil Iii, T. Brendan Kennedy

Fordham Journal of Corporate & Financial Law

The relationship between business organizations and the sovereign agencies that regulate them is being redefined domestically and abroad. In the context of corporate enforcement proceedings, a critical challenge is how to achieve, most effectively, the timehonored public sector objectives of punishment, deterrence, financial restitution and rehabilitation. At issue are important policy considerations and at stake are the integrity and security of the commercial marketplace. The public sector increasingly must balance the pressures of limited resources against the need to ensure that corporate citizens behave not only lawfully, but ethically and responsibly. One solution that has been adopted is the imposition …

Reforming Nonprofit Exemption Requirements, Peter Molk

Fordham Journal of Corporate & Financial Law

This Article proposes a reform for nonprofit exemption and unrelated business income tax. Current tax law provides unclear guidance and requires exempt organizations to risk their entire exemptions on this guidance, leading them to make the socially inefficient choice to use for-profit subsidiaries to preserve their exemptions. Reforming the tax law will solve this inefficiency while providing exempt nonprofits with the desirable option to undertake efficient nonexempt activities to augment their operating budgets. This reform is particularly timely in light of changes to the healthcare field; reform will enable exempt healthcare organizations to offset rising health costs and decreased reimbursements …

Hybrid Entities: Distributing Profits With A Purpose, Heather Sertial

Fordham Journal of Corporate & Financial Law

This Note elaborates on the introduction of a new legal structure for organizations known as the “hybrid entity.” A hybrid encompasses aspects of both the for-profit model, to generate revenue; as well as the nonprofit model, to distribute funds to a community in need. The objective of this Note is to offer a structural guide to entrepreneurs who are interested in this new model. This Note first examines the limitations of for-profits that would like to contribute to social goals, as well as the limitations of nonprofits that wish to increase their revenues. This Note then discusses two current statutory …

Money And Meaning: The Moral Economy Of Law Firm Compensation, Milton C. Regan, Lisa H. Rohrer

Georgetown Law Faculty Publications and Other Works

This article, part of an ongoing qualitative research project on law firm culture, analyzes the role of compensation in the modern law firm. At first blush, the significance of the compensation process may seem obvious: it represents an economy in which the firm distributes material rewards to its partners. From this perspective, disputes and dissatisfaction regarding compensation are simply attempts by partners to improve their financial well-being.

Our research suggests, however, that compensation serves to distribute not just money, but also respect. Compensation thus represents the operation of both a material and a moral economy within a firm. As a …

Enforcement Without Foundation? Insider Trading And China's Administrative Law Crisis, Nicholas C. Howson

Articles

China's securities regulator enforces insider trading prohibitions pursuant to non-legal and non-regulatory internal "guidance." Reported agency decisions indicate that enforcement against insider trading is often possible only pursuant to this guidance, as the behavior identified is far outside of the scope of insider trading liability provided for in statute or regulation. I argue that the agency guidance is itself unlawful and unenforceable, because: (i) the guidance is not the regulatory norm required by the statutory delegation of power; and (ii) the guidance is ultra vires because (a) it addresses something substantively different from what is authorized under the statutory delegation, …

Scaling The Patent System, Christina Mulligan, Timothy B. Lee

Faculty Scholarship

No abstract provided.

United States--Certain Measures Affecting Imports Of Poultry From China: The Fascinating Case That Wasn't, Donald H. Regan

Articles

US–Poultry (China) was the first Panel decision dealing with an origin-specific SPS measure, or with what the United States referred to as an ‘equivalence regime’. More specifically, it was the first instance in which the basis for the challenged measure was the claimed inability of the complainant country to enforce its own food-safety rules. Unfortunately, as the litigation developed, the very interesting novel issues raised by such a measure were not discussed. This essay discusses those novel issues – in particular, what sort of scientific justification or risk assessment should be required for a measure like this, and what SPS …

Nonprofits, Politics, And Privacy, Lloyd Hitoshi Mayer

Journal Articles

The first Part of this Article briefly reviews and contrasts the history and current rules governing disclosure and privacy in the federal tax, federal tax exemption, and federal election law contexts. This review reveals that both the cost-benefit approach and the right-to-privacy approach can be found in this history, but to a greater or lesser extent depending on the context. The second Part explores these two different approaches and the extent to which the existing disclosure rules reflect those approaches. This Part shows that the rules are sometimes but not always based both on the cost-benefit approach to disclosure, in …