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Full-Text Articles in Business Organizations Law

Concept Release On Harmonization Of Securities Offering Exemptions; File Number S7-08-19, Robert Anderson, Samantha Prince, John Neil Conkle, Sarah Zomaya Oct 2019

Concept Release On Harmonization Of Securities Offering Exemptions; File Number S7-08-19, Robert Anderson, Samantha Prince, John Neil Conkle, Sarah Zomaya

Samantha J. Prince

No abstract provided.


Corporate Power And Campaign Finance, H. Kent Greenfield Oct 2019

Corporate Power And Campaign Finance, H. Kent Greenfield

Kent Greenfield

Chapter in a book about answers to the policy problems created by Citizens United, focusing on the possibility of using corporate governance to transform corporations into positive players in the public space.


Innovative Collaboration To Further Community Self-Determination, Matthew Currie, Amaha Sellassie Oct 2019

Innovative Collaboration To Further Community Self-Determination, Matthew Currie, Amaha Sellassie

Conference: The Social Practice of Human Rights

The built urban environment is the product of more than a century of policy decisions that have both intentionally discriminated and have had the effect of discriminating, against African Americas, immigrants, the work class, low income individuals and other undesirables. While more than fifty years have passed since the passage of civil rights legislation in the United States, individuals in today’s cities are living out our discriminatory legacy.

In Dayton, Ohio, a new movement has risen from the community to disrupt the legacy of de jure and de facto discrimination by the collaborative efforts of the impactive individuals, neighborhood ...


Breaking Up The Focus On Relationships For Nonpecuniary Insider Trading Personal Benefits, Bradley Larkin Oct 2019

Breaking Up The Focus On Relationships For Nonpecuniary Insider Trading Personal Benefits, Bradley Larkin

Fordham Law Review

In 1983, the U.S. Supreme Court adopted the “personal benefit” requirement as an objective test for insider trading to help determine when confidential information is tipped for an improper purpose. Under this test, a tipper acts improperly by receiving a personal benefit for sharing confidential, nonpublic information, even if the tipper does not trade using the information. For instance, when a tipper leaks confidential information to a trading friend or relative, the tipper benefits personally because this amounts to trading on the confidential information and then gifting the profits. The personal benefit requirement is applied differently among the circuits ...


Table Of Contents, Seattle University Law Review Sep 2019

Table Of Contents, Seattle University Law Review

Seattle University Law Review

No abstract provided.


The Professor Anthony J. Santoro Business Law Lecture Series Presents Becoming A Valued Business Lawyer, Roger Williams University School Of Law, Michael M. Bowden Sep 2019

The Professor Anthony J. Santoro Business Law Lecture Series Presents Becoming A Valued Business Lawyer, Roger Williams University School Of Law, Michael M. Bowden

School of Law Conferences, Lectures & Events

No abstract provided.


Toward Fair And Sustainable Capitalism: A Comprehensive Proposal To Help American Workers, Restore Fair Gainsharing Between Employees And Shareholders, And Increase American Competitiveness By Reorienting Our Corporate Governance System Toward Sustainable Long-Term Growth And Encouraging Investments In America’S Future, Leo E. Strine Sep 2019

Toward Fair And Sustainable Capitalism: A Comprehensive Proposal To Help American Workers, Restore Fair Gainsharing Between Employees And Shareholders, And Increase American Competitiveness By Reorienting Our Corporate Governance System Toward Sustainable Long-Term Growth And Encouraging Investments In America’S Future, Leo E. Strine

Faculty Scholarship at Penn Law

To promote fair and sustainable capitalism and help business and labor work together to build an American economy that works for all, this paper presents a comprehensive proposal to reform the American corporate governance system by aligning the incentives of those who control large U.S. corporations with the interests of working Americans who must put their hard-earned savings in mutual funds in their 401(k) and 529 plans. The proposal would achieve this through a series of measured, coherent changes to current laws and regulations, including: requiring not just operating companies, but institutional investors, to give appropriate consideration to ...


Religion And For-Profit Corporations: A Real Issue Hidden By Flimsy Arguments, Nathan B. Oman Sep 2019

Religion And For-Profit Corporations: A Real Issue Hidden By Flimsy Arguments, Nathan B. Oman

Nathan B. Oman

No abstract provided.


Thoughts On Religious Discrimination From The Cairo Geniza, Nathan B. Oman Sep 2019

Thoughts On Religious Discrimination From The Cairo Geniza, Nathan B. Oman

Nathan B. Oman

No abstract provided.


Nineteenth Century Corporate Law: A New Lens For Religious Freedom Scholars, Nathan B. Oman Sep 2019

Nineteenth Century Corporate Law: A New Lens For Religious Freedom Scholars, Nathan B. Oman

Nathan B. Oman

No abstract provided.


Markets, Religion, And The Limits Of Privacy, Nathan B. Oman Sep 2019

Markets, Religion, And The Limits Of Privacy, Nathan B. Oman

Nathan B. Oman

No abstract provided.


Tying Meets The New Institutional Economics: Farewell To The Chimera Of Forcing, Alan J. Meese Sep 2019

Tying Meets The New Institutional Economics: Farewell To The Chimera Of Forcing, Alan J. Meese

Alan J. Meese

No abstract provided.


The Team Production Theory Of Corporate Law: A Critical Assessment, Alan J. Meese Sep 2019

The Team Production Theory Of Corporate Law: A Critical Assessment, Alan J. Meese

Alan J. Meese

No abstract provided.


Raising Rivals' Costs: Can The Agencies Do More Good Than Harm?, Alan J. Meese Sep 2019

Raising Rivals' Costs: Can The Agencies Do More Good Than Harm?, Alan J. Meese

Alan J. Meese

No abstract provided.


Monopoly Bundling In Cyberspace: How Many Products Does Microsoft Sell?, Alan J. Meese Sep 2019

Monopoly Bundling In Cyberspace: How Many Products Does Microsoft Sell?, Alan J. Meese

Alan J. Meese

No abstract provided.


Price Theory, Competition, And The Rule Of Reason, Alan J. Meese Sep 2019

Price Theory, Competition, And The Rule Of Reason, Alan J. Meese

Alan J. Meese

Challenging traditional antitrust jurisprudence, Professor Alan J. Meese argues that the present structure of Rule of Reason analysis, applied pursuant to Standard Oil v. United States, has become outdated. The Rule of Reason as currently applied by the courts rests upon neoclassical price theory, an economic paradigm that assumes that legitimate competition consists of unbridled technological rivalry, unconstrained by nonstandard contracts. Recently, however, the Supreme Court has begun to apply a competing paradigm- Transaction Cost Economics-when determining whether a contract is unreasonable "per se" or instead deserving of Rule of Reason scrutiny. Professor Meese argues that Transaction Cost Economics more ...


Liberty And Antitrust In The Formative Era, Alan J. Meese Sep 2019

Liberty And Antitrust In The Formative Era, Alan J. Meese

Alan J. Meese

No abstract provided.


Limitations On Corporate Speech: Protection For Shareholders Or Abridgement Of Expression?, Alan J. Meese Sep 2019

Limitations On Corporate Speech: Protection For Shareholders Or Abridgement Of Expression?, Alan J. Meese

Alan J. Meese

No abstract provided.


Don't Disintegrate Microsoft (Yet), Alan J. Meese Sep 2019

Don't Disintegrate Microsoft (Yet), Alan J. Meese

Alan J. Meese

No abstract provided.


Debunking The Purchaser Welfare Account Of Section 2 Of The Sherman Act: How Harvard Brought Us A Total Welfare Standard And Why We Should Keep It, Alan J. Meese Sep 2019

Debunking The Purchaser Welfare Account Of Section 2 Of The Sherman Act: How Harvard Brought Us A Total Welfare Standard And Why We Should Keep It, Alan J. Meese

Alan J. Meese

The last several years have seen a vigorous debate among antitrust scholars and practitionersa bout the appropriates tandardf or evaluating the conduct of monopolists under section 2 of the Sherman Act. While most of the debate over possible standards has focused on the empirical question of each standard's economic utility, this Article undertakes a somewhat different task: It examines the normative benchmark that courts have actually chosen when adjudicating section 2 cases. This Article explores three possible benchmarks-producer welfare, purchaser welfare, and total welfare-and concludes that courts have opted for a total welfare normative approach to section 2 since ...


Antitrust Balancing In A (Near) Coasean World: The Case Of Franchise Tying Contracts, Alan J. Meese Sep 2019

Antitrust Balancing In A (Near) Coasean World: The Case Of Franchise Tying Contracts, Alan J. Meese

Alan J. Meese

No abstract provided.


Up Close And Personal With Delaware, Darian M. Ibrahim, Brian J. Broughman Sep 2019

Up Close And Personal With Delaware, Darian M. Ibrahim, Brian J. Broughman

Darian M. Ibrahim

No abstract provided.


The New Exit In Venture Capital, Darian M. Ibrahim Sep 2019

The New Exit In Venture Capital, Darian M. Ibrahim

Darian M. Ibrahim

No abstract provided.


The Unique Benefits Of Treating Personal Goodwill As Property In Corporate Acquisitions, Darian M. Ibrahim Sep 2019

The Unique Benefits Of Treating Personal Goodwill As Property In Corporate Acquisitions, Darian M. Ibrahim

Darian M. Ibrahim

Corporate acquisition talks may not get far if buyer and seller disagree over transaction structure, which can have significant after-tax effects. But the parties may have overlooked an item that, due to its potential tax treatment, could be the key to facilitating the acquisition. That item is the selling shareholder's "personal goodwill."

Personal goodwill exists when the shareholder's reputation, expertise, or contacts gives the corporation its intrinsic value. It is most likely to be found in closely held businesses, especially those that are technical, specialized, orprofessional in nature or have few customers and suppliers. If personal goodwill is ...


Solving The Everyday Problem Of Client Identity In The Context Of Closely Held Businesses, Darian M. Ibrahim Sep 2019

Solving The Everyday Problem Of Client Identity In The Context Of Closely Held Businesses, Darian M. Ibrahim

Darian M. Ibrahim

No abstract provided.


The (Not So) Puzzling Behavior Of Angel Investors, Darian M. Ibrahim Sep 2019

The (Not So) Puzzling Behavior Of Angel Investors, Darian M. Ibrahim

Darian M. Ibrahim

No abstract provided.


Should Angel-Backed Start-Ups Reject Venture Capital?, Darian M. Ibrahim Sep 2019

Should Angel-Backed Start-Ups Reject Venture Capital?, Darian M. Ibrahim

Darian M. Ibrahim

The conventional wisdom is that entrepreneurs seek financing for their high-growth, high-risk start-up companies in a particular order. They begin with friends, family, and "bootstrapping" (e.g., credit card debt). Next they turn to angel investors, or accredited investors (and usually ex-entrepreneurs) who invest their own money in multiple, early-stage start-ups. Finally, after angel funds run dry, entrepreneurs seek funding from venture capitalists (VCs), whose deep pockets and connections lead the startup to an initial public offering (IPO) or sale to a larger company in the same industry (trade sale).

That conventional wisdom may have been the model for start-up ...


How Do Start-Ups Obtain Their Legal Services?, Darian M. Ibrahim Sep 2019

How Do Start-Ups Obtain Their Legal Services?, Darian M. Ibrahim

Darian M. Ibrahim

This Essay is the first to examine, using responses to online surveys, the use of in-house versus outside counsel by rapid-growth start-up companies. It also explores, from the vantage point of the start-up’s entrepreneur, some reasons for that choice. The Essay tests several hypotheses derived from the economic and entrepreneurship literatures about the benefits of in-house versus outside counsel in the unique context of start-up firms.


Intrapreneurship, Darian M. Ibrahim Sep 2019

Intrapreneurship, Darian M. Ibrahim

Darian M. Ibrahim

This Article on “intrapreneurship” has several goals. First, it points out that while much of the legal literature on innovation is concerned with startups (entrepreneurship), the innovation that takes place inside our largest corporations (intrapreneurship) is substantial, important, and understudied. Second, the Article observes that while large technology corporations that used to be startups may remain intrapreneurial in culture, intrapreneurship is less common in the aggregate than we might expect. Reasons include organizational bureaucracy, laws favoring entrepreneurship, and what Clayton Christensen (Harvard Business School) calls “the innovator’s dilemma.” The innovator’s dilemma is, put simply, that good management causes ...


Individual Or Collective Liability For Corporate Directors?, Darian M. Ibrahim Sep 2019

Individual Or Collective Liability For Corporate Directors?, Darian M. Ibrahim

Darian M. Ibrahim

Fiduciary duty is one of the most litigated areas in corporate law and the subject of much academic attention, yet one important question has been ignored: Should fiduciary liability be assessed individually, where directors are examined one-by-one for compliance, or collectively, where the board's compliance as a whole is all that matters? The choice between individual and collective assessment may be the difference between a director's liability and her exoneration, may affect how boards function, and informs the broader fiduciary duty literature in important ways. This Article is the first to explore the individual/collective question and suggest ...