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Ticket To An Antitrust Violation? Why The Nfl And Directv’S Exclusive Distributorship Agreement For Sunday Ticket May Violate Antitrust Laws, And How The U.S. District Court For The Central District Of California May Have Gotten It Wrong, Haig Siranosian 2019 University of California, Hastings College of the Law

Ticket To An Antitrust Violation? Why The Nfl And Directv’S Exclusive Distributorship Agreement For Sunday Ticket May Violate Antitrust Laws, And How The U.S. District Court For The Central District Of California May Have Gotten It Wrong, Haig Siranosian

Hastings Business Law Journal

No abstract provided.


Masthead, 2019 University of California, Hastings College of the Law

Masthead

Hastings Business Law Journal

No abstract provided.


The Regulatory Framework Of Executive Remuneration: Contributions From Shareholder Activism And Board Accountability, Jingchen Zhao, Zhihui Li 2019 University of California, Hastings College of the Law

The Regulatory Framework Of Executive Remuneration: Contributions From Shareholder Activism And Board Accountability, Jingchen Zhao, Zhihui Li

Hastings Business Law Journal

Executive remuneration is influenced by multiple factors including capital markets, product markets, corporate internal governance, corporate finance, governmental regulation, and legislation. Related to various practical factors, executive remuneration is no longer simply fixed based on the contractual arrangements between companies and their directors. Due to the complicated relationship network in executive remuneration and

the way public companies produce their remuneration policies, remuneration structures and levels can be extremely complex and easily affected by undue influence. This paper focuses on how to solve executive remuneration problems through regulation. Legislations from several developed countries in areas such as providing shareholders with more ...


The Vital Need To Eliminate A De Facto Negligence Standard Under Section 14(E) Of The Exchange Act, Matthew A. Powell 2019 University of California, Hastings College of the Law

The Vital Need To Eliminate A De Facto Negligence Standard Under Section 14(E) Of The Exchange Act, Matthew A. Powell

Hastings Business Law Journal

In Varjabedian v. Emulex Corp. (Varjabedian), the Ninth Circuit held that a claim for failure to satisfy a statutory disclosure provision concerning tender offers under Section 14(e) of the

1934 Act only requires a pleading of negligence, not scienter. The Ninth Circuit’s holding in Varjabedian departs from half a century of established case law and creates a circuit split with the Second, Third, Fifth, Sixth, and Eleventh circuits. The Varjabedian decision opens the door for the very litigation abuses that Congress has sought to prevent in order to protect businesses and markets. However, while the federal securities laws ...


The Development Of Social Enterprise And Rise Of Benefit Corporations: A Global Solution?, Dina Dalessandro 2019 University of California, Hastings College of the Law

The Development Of Social Enterprise And Rise Of Benefit Corporations: A Global Solution?, Dina Dalessandro

Hastings Business Law Journal

No abstract provided.


The Future Is Femtech: Privacy And Data Security Issues Surrounding Femtech Applications, Celia Rosas 2019 University of California, Hastings College of the Law

The Future Is Femtech: Privacy And Data Security Issues Surrounding Femtech Applications, Celia Rosas

Hastings Business Law Journal

No abstract provided.


Current Issues Of U.S.-Japan Cross-Border Ip Disputes, Ryoichi Mimura 2019 University of California, Hastings College of the Law

Current Issues Of U.S.-Japan Cross-Border Ip Disputes, Ryoichi Mimura

Hastings Business Law Journal

No abstract provided.


Cross Border Patent Disputes, David A. Makman 2019 University of California, Hastings College of the Law

Cross Border Patent Disputes, David A. Makman

Hastings Business Law Journal

No abstract provided.


Centros, California’S “Women On Boards” Statute And The Scope Of Regulatory Competition, Jill E. Fisch, Steven Davidoff Solomon 2019 University of Pennsylvania Law School

Centros, California’S “Women On Boards” Statute And The Scope Of Regulatory Competition, Jill E. Fisch, Steven Davidoff Solomon

Faculty Scholarship at Penn Law

We examine the Centros decision through the lens of SB 826 – the California statute mandating a minimum number of women on boards. SB 826, like the Centros decision, raises questions about the scope of the internal affairs doctrine and its role in encouraging regulatory competition. Despite the claim that US corporate law is characterized by regulatory competition, in the US, the internal affairs doctrine has led to less variation in corporate law than in Europe. We theorize that this is due to the shareholder primacy norm in US corporate law which results in the internal affairs doctrine focusing on matters ...


Promoting Predictability In Business: Solutions For Overlapping Liability In International Anti-Corruption Enforcement, Andrew T. Bulovsky 2019 University of Michigan Law School

Promoting Predictability In Business: Solutions For Overlapping Liability In International Anti-Corruption Enforcement, Andrew T. Bulovsky

Michigan Journal of International Law

This Note evaluates solutions to the problems of overlapping liability in general and multi-jurisdictional disgorgement in particular. Part I traces the origins of international anti-corruption efforts and provides an overview of the Foreign Corrupt Practices Act (the “FCPA”). It then discusses the two most significant international anti-corruption conventions: the OECD’s Convention on Combatting Bribery of Foreign Officials in International Business Transactions (the “OECD Convention”) and the United Nations Convention Against Corruption (“UNCAC”). Part II lays out the problems created by the lack of a formal mechanism to prevent overlapping liability— a phenomenon that violates the common law concept known ...


Securities Disclosure As Soundbite: The Case Of Ceo Pay Ratios, Steven A. Bank, George S. Georgiev 2019 UCLA School of Law

Securities Disclosure As Soundbite: The Case Of Ceo Pay Ratios, Steven A. Bank, George S. Georgiev

Boston College Law Review

This Article analyzes the history, design, and effectiveness of the highly controversial CEO pay ratio disclosure rule, which went into effect in 2018. Based on a regulatory mandate contained in the Dodd-Frank Act of 2010, the rule requires public companies to disclose the ratio between CEO pay and median worker pay as part of their annual filings with the Securities and Exchange Commission (SEC). The seven-year rulemaking process was politically contentious and generated a level of public engagement that was virtually unprecedented in the long history of the SEC disclosure regime. The SEC sought to minimize compliance costs by providing ...


Let’S Shake On It: Perceived Pre-Contractual Risk In Cross-Border Investment, Kevin J. Fandl JD, Phd 2019 Fox School of Business, Temple University

Let’S Shake On It: Perceived Pre-Contractual Risk In Cross-Border Investment, Kevin J. Fandl Jd, Phd

University of Miami Business Law Review

This article asks whether a legal system that provides protection for commitments made prior to contract formation is more or less conducive to risk-taking by foreign investors than a legal system that does not. I surmise that increased levels of protection for precontractual commitments establish an environment more hospitable to new business development, giving potential entrepreneurs added security in their ventures. And I further surmise that different legal traditions provide different levels of protection for these pre-contractual commitments.

To better understand the risks faced by cross-border business investors, this article describes the key distinctions between legal systems that create potential ...


Symposium Panel One: Does Corporate Decision Making Allow Room For Religious Values, Russell G. Pearce, Steven H. Resnicoff, Mark A. Sargent, W Bradley Wendel 2019 Selected Works

Symposium Panel One: Does Corporate Decision Making Allow Room For Religious Values, Russell G. Pearce, Steven H. Resnicoff, Mark A. Sargent, W Bradley Wendel

Steven Resnicoff

No abstract provided.


Jewish Law And Socially Responsible Corporate Conduct, Steven H. Resnicoff 2019 Selected Works

Jewish Law And Socially Responsible Corporate Conduct, Steven H. Resnicoff

Steven Resnicoff

No abstract provided.


Business Law Bulletin, Spring 2019, 2019 University of Maryland Francis King Carey School of Law

Business Law Bulletin, Spring 2019

Business Law Bulletin

No abstract provided.


What Corporate Veil?, Joshua C. Macey 2019 Cornell Law School

What Corporate Veil?, Joshua C. Macey

Michigan Law Review

Review of Adam Winkler's We the Corporations: How American Business Won Their Civil Rights.


Cybersecurity Oversight Liability, Benjamin P. Edwards 2019 University of Nevada, Las Vegas William S. Boyd School of Law

Cybersecurity Oversight Liability, Benjamin P. Edwards

Georgia State University Law Review

A changing cybersecurity environment now poses a significant corporate-governance challenge. Although some cybersecurity data breaches may be inevitable, courts now increasingly consider when a corporation’s officers and directors may be held liable on theories that they acted in bad faith and failed to adequately oversee the corporation’s affairs. This short essay reviews recent derivative decisions and encourages corporate boards to recognize that in an environment filled with increasing threats, a reasonable response will require devoting real resources and attention to cybersecurity issues.


Making Sustainability Disclosure Sustainable, Jill E. Fisch 2019 University of Pennsylvania Law School

Making Sustainability Disclosure Sustainable, Jill E. Fisch

Faculty Scholarship at Penn Law

Sustainability is receiving increasing attention from issuers, investors and regulators. The desire to understand issuer sustainability practices and their relationship to economic performance has resulted in a proliferation of sustainability disclosure regimes and standards. The range of approaches to disclosure, however, limit the comparability and reliability of the information disclosed. The Securities & Exchange Commission (SEC) has solicited comment on whether to require expanded sustainability disclosures in issuer’s periodic financial reporting, and investors have communicated broad-based support for such expanded disclosures, but, to date, the SEC has not required general sustainability disclosure.

This Article argues that claims about the relationship ...


Mandatory Corporate Social Responsibility? Legislative Innovation And Judicial Application In China, Li-Wen Lin 2019 Allard School of Law at the University of British Columbia

Mandatory Corporate Social Responsibility? Legislative Innovation And Judicial Application In China, Li-Wen Lin

Faculty Publications

Corporate social responsibility (CSR) is often understood as voluntary corporate behavior beyond legal compliance. The recent emergence of CSR legislation is challenging this typical understanding. A number of countries including China, Indonesia and India have expressly stated in corporate law that companies shall undertake CSR. The CSR law is controversial. Critics of CSR see the law as an unwise effort to challenge profit maximization as the only social responsibility of the corporation. Even CSR advocates welcome the CSR law with great caution. Given the vague statutory language of CSR, the practical application of the law places high demands on the ...


Brief For Professor Kent Greenfield As Amicus Curiae In Support Of Respondents, State Of Washington Vs. Arlene's Flowers And Ingersoll Vs. Arlene's Flowers, Kent Greenfield 2019 Boston College Law School

Brief For Professor Kent Greenfield As Amicus Curiae In Support Of Respondents, State Of Washington Vs. Arlene's Flowers And Ingersoll Vs. Arlene's Flowers, Kent Greenfield

Kent Greenfield

This amicus curiae brief addresses a fundamental state-law premise of Appellants’ constitutional claims that has gone largely unexplored in the prior briefing: whether Arlene’s Flowers, a Washington for-profit corporation, may obtain an exemption from generally applicable laws based on the religious beliefs of a shareholder, Mrs. Stutzman. Citing the U.S. Supreme Court’s decisions in Burwell v. Hobby Lobby Stores and Masterpiece Cakeshop, Ltd. v. Colorado Civil Rights Commission, Appellants assert that “Arlene’s free-exercise rights are synonymous with Mrs. Stutzman’s.” Those two cases, however, had nothing to do with Washington corporate law and took no stance ...


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