JOURNAL OF BUSINESS ENTREPRENEURSHIP & THE LAW
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Delaware Corporate Law Recognizes the Fundamental Validity of the Forum Selection Bylaw: A Survey of the Boilermakers Litigation I Zachary R. Cormier

Boilermakers Local 154 Retirement Fund v. Chevron Corp. represents a new and important chapter in the relationship between the forum selection clause and modern business relations. A forum selection clause is “[a] contractual provision in which the parties establish the place (such as the country, state, or type of court) for specified litigation between them.” Forum selection clauses have most often been analyzed by courts within contractual relationships between businesses, or a business and its…
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Credit Rating Agency Review Board: The Challenges and Implications of Implementing the Franken-Wicker Amendment to Dodd-Frank I Christopher R. Dyess

The purpose of this paper is to analyze, critically review, and determine whether a hypothetical credit rating agency board, as suggested in the Franken-Wicker Amendment to the Dodd-Frank Act, is a viable option for combating the conflict of interest problem between credit rating agencies and issuers. Research methodology includes a careful review of various ways to structure the board and the potential unintended consequences of doing so. The Author uses original research hand-collected from video…
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Entrepreneurial Esquires in the New Economy: Why All Attorneys Should Learn about Entrepreneurship in Law School I J. Mark Phillips

As the legal industry continues to recover from the shock of the recent recession, it finds itself in a fundamentally different place than it was ten years ago, with even more tumultuous change on the horizon. Economic pressure coupled with continued technological innovation has increased attorney unemployment levels, shifted law firm business models, and changed the expectations of legal clientele. Yet, despite this radically shifting market place, legal education has remained fundamentally unchanged. This article…
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Governing the Corporate Insiders: Improving Regulation Fair Disclosure With More Robust Guidance and Stronger Penalties for Individual Executives I Christopher Ippoliti

This article discusses the history of Regulation Fair Disclosure (Regulation FD), the problems it was intended to remedy, the scope of the regulation, and acceptable methods of disclosing material information in compliance with the rule. Part III examines specific further guidance and two investigative reports issued by the United States Securities and Exchange Commission (SEC) impacting Regulation FD disclosures. In Part IV, this article sets forth a comprehensive analysis of all the specific enforcement actions…
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How Courts Can Prevent Excess Emitters From Using Bankruptcy as a Forum to Avoid California AB 32’s Allowance Deductions I Mohammed Tehrani

How Courts Can Prevent Excess Emitters From Using Bankruptcy as a Forum to Avoid California AB 32’s Allowance Deductions I Mohammed Tehrani

This paper identifies bankruptcy as a forum in which entities that exceed their emissions limit might be able to avoid the accompanying allowance deduction. Specifically, an entity might be able to sell its assets free and clear of its allowance deduction liabilities through Section 363 to a new company comprised of the same actors. Part II contrasts which liabilities can be discharged through a Chapter 11 plan and which can be avoided through a free…
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Speak Up: Issue Advocacy in Increasingly Politicized Times I Sally Wagenmaker

Speak Up: Issue Advocacy in Increasingly Politicized Times I Sally Wagenmaker

This article first provides a brief primer on current constraints affecting Section 501(c)(3) and 501(c)(4) organizations' communications within the context of what has become known as “issue advocacy.” It then sets forth the problem of increasing politicization of nonprofits' issue advocacy activities. The article next evaluates related constitutional tensions for politically tinged issue advocacy, through the lens of the Supreme Court's free speech decisions. It concludes by addressing how the IRS's different content-based standards for…
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Is Internet Radio “Livin’ on a Prayer”? With New Legislation, It “Will Make It, I Swear” | Author: Kelsey Schulz

Is Internet Radio “Livin’ on a Prayer”? With New Legislation, It “Will Make It, I Swear” | Author: Kelsey Schulz

This Comment discusses whether the IRFA would be the appropriate solution to the inequities in current copyright law as it pertains to digital music. Part I of this Comment will provide a more in-depth discussion of the history of copyright law and music distribution. It will examine the implications of the 1971 Sound Recording Act, the 1976 Copyright Act, and the Digital Performance Right in Sound Recordings Act of 1995. Part II will provide a…
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The Shield Act: A Good Attempt at Curbing Patent Trolls that Leaves Us Wanting More | Author: Adina Sivaraman

The Shield Act: A Good Attempt at Curbing Patent Trolls that Leaves Us Wanting More | Author: Adina Sivaraman

This Comment explores the SHIELD Act in its entirety. Part II examines the historical background of the patent troll issue--focusing on former legislation and case law that sought to curb patent troll lawsuits. Part III discusses what the SHIELD Act is and what it aims to do. Part IV analyzes the positive and negative effects that the SHIELD Act would have if passed and takes a look at other options for limiting patent troll litigation,…
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More Burden than Benefit? Analysis of the Benefit Corporation Movement in California | Author: Sarah Thornsberry

More Burden than Benefit? Analysis of the Benefit Corporation Movement in California | Author: Sarah Thornsberry

The benefit corporation movement has been associated with the separate camps of social entrepreneurship, nonprofit organizations, and for-profit corporations, while trying to establish itself as a community of businesses that pursue not only profit, but also environmental and social good. This article examines the legal attributes of benefit corporation legislation and articulates why incorporating as a benefit corporation can be an excellent business decision. Lastly, the article looks at how the movement can further expand…
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Whodunnit? Divided Patent Infringement in Light of Akamai Technologies, Inc. v. Limelight Networks, Inc. | Author: Mark Tomlinson

Whodunnit? Divided Patent Infringement in Light of Akamai Technologies, Inc. v. Limelight Networks, Inc. | Author: Mark Tomlinson

This Note provides background information on divided patent infringement in the United States with emphasis on landmark cases and the previous understanding of the Patent Act. Part II provides background information on the underlying controversies and the software at issue in each case. Part III discusses the opinions of the factions of the court, and Part IV dissects the reasoning of each. Part V examines the implications of Akamai on businesses and other method patent…
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