JOURNAL OF BUSINESS ENTREPRENEURSHIP & THE LAW
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Reconciling the Municipal Pension Problem with Chapter 9’s Automatic Stay: A Case Note on In Re City of San Bernardino | Author: Michael Simon

Reconciling the Municipal Pension Problem with Chapter 9’s Automatic Stay: A Case Note on In Re City of San Bernardino | Author: Michael Simon

Using In re City of San Bernardino as a springboard, this Note explores both the descriptive and analytic dimensions of a municipality seeking relief from its pension woes within the context of Chapter 9 of the Bankruptcy Code. As a descriptive matter, this Note illustrates that municipalities need alternative solutions to address the growing public pension problem besides issuing municipal bonds. Given the structure of certain public defined benefit pension systems, the strategy of issuing…
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AML in the Spotlight: Compliance Risks for Broker-Dealers and Investment Advisers | Authors: John H. Walsh & Cecilia Baute Mavico

AML in the Spotlight: Compliance Risks for Broker-Dealers and Investment Advisers | Authors: John H. Walsh & Cecilia Baute Mavico

In light of regulators' renewed attention, this article discusses recent events, reviews AML enforcement actions against securities firms, and identifies the compliance risks they suggest. The article concludes that the time has come for broker-dealers and advisers alike to take a holistic view of compliance and their AML risks, and to prepare for enhanced oversight and regulation. Download Full Article
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Reinvigorating the REIT’s Neutrality and Capital Formation Purposes Through a Modernized Tax Integration Model | Author: Simon Johnson

Reinvigorating the REIT’s Neutrality and Capital Formation Purposes Through a Modernized Tax Integration Model | Author: Simon Johnson

Efforts at reform have not spared the REIT arrangement, but have focused on objectives unrelated to its model of tax integration, despite its significant flaws. Owing to the interaction of several provisions, the model largely precludes capitalization through retained earnings. This increases the cost of REIT capital and limits its capacity to realize the neutrality and private real estate capital formation objectives Congress pursued in creating the arrangement. Accordingly, it is important to consider how…
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Predatory Hiring as Exclusionary Conduct: A New Perspective | Authors: Richard J. Braun & Michael A. Williams

Predatory Hiring as Exclusionary Conduct: A New Perspective | Authors: Richard J. Braun & Michael A. Williams

The showing of predatory or exclusionary conduct is a necessary element to prove an attempted monopolization claim under secton 2 of the Sherman Act. Predatory hiring as a form of exclusionary conduct has not been extensively analyzed from legal or economic perspectives. Most litigated cases have followed Universal Analytics, Inc. v. MacNeal-Schwendler Corp., where the court held that unlawful predatory hiring occurs when talent is acquired not for purposes of using that talent, but for…
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Secret Arbitration or Civil Litigation?: An Analysis of the Delaware Arbitration Program | Author: Jores Kharatian

Secret Arbitration or Civil Litigation?: An Analysis of the Delaware Arbitration Program | Author: Jores Kharatian

The State of Delaware has long been known to be the home to many large corporations both private and public. Justice Steele, Chief Justice of the Delaware Supreme Court, has reiterated the prominent reason why many corporations choose Delaware as the state of their incorporation is the presence of highly knowledgeable judges within the business law realm, as well as the predictability of its judicial system.1 Therefore, it is no surprise that 51% of all…
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The Delaware Arbitration Experiment: Not Just a “Secret Court” | Author: Jessica Tyndall

The Delaware Arbitration Experiment: Not Just a “Secret Court” | Author: Jessica Tyndall

Delaware has long been at the “cutting-edge” in resolving commercial disputes and providing contemporary statutory corporate governance principles. The Corporate Council, an arm of the Delaware State Bar Association, meets annually to update the Delaware corporation law as needed, in order to provide its chartered corporations with significant advantages over corporations chartered elsewhere. Accordingly, 51% of the publicly traded companies in the United States, and 61% of the Fortune 500 companies are chartered in Delaware.…
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Delaware’s Closed Door Arbitration: What the Future Holds for Large Business Disputes and How It Will Affect M&A Deals | Panelists: Chief Justice Myron T. Steele of the Delaware Supreme Court, et al.

Delaware’s Closed Door Arbitration: What the Future Holds for Large Business Disputes and How It Will Affect M&A Deals | Panelists: Chief Justice Myron T. Steele of the Delaware Supreme Court, et al.

Professor Stipanowich: Today Professor Anderson and I are honored to participate in a discussion with our Distinguished Visiting Jurist, Chief Justice Myron T. Steele of the Supreme Court of Delaware, and a panel of individuals who have extensive experience representing leading corporations in litigation in the Delaware courts. We are here to discuss the Delaware Open Door Arbitration Program, an experiment that attempts to marry the expertise of Delaware’s famous Court of Chancery with the…
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In Quest of the Arbitration Trifecta, or Closed Door Litigation?: The Delaware Arbitration Program | Author: Thomas J. Stipanowich

In Quest of the Arbitration Trifecta, or Closed Door Litigation?: The Delaware Arbitration Program | Author: Thomas J. Stipanowich

Recently, a minor tempest has been raging over the Delaware Arbitration Program, which attempts to marry one of America’s premier business courts to the fundamentally more private consensual adjudicative alternative, binding arbitration. At a time when commercial parties face potentially long delays in underfunded courts, but harbor mixed views about arbitration, Delaware’s unique concoction ostensibly offers a veritable trifecta of procedural advantages. These include: (1) a first-rate adjudicator practiced at applying the law to complex…
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The End of the Imitation Age?: The Effect of Apple Inc. v. Samsung | Author: Melissa Barcena

The End of the Imitation Age?: The Effect of Apple Inc. v. Samsung | Author: Melissa Barcena

In 2012 Apple, Inc. (Apple) won its patent and trademark infringement claim against Samsung Electronics Company (Samsung). One has to wonder what effect this decision has upon the consumer. Historically, scholars and experts have viewed antitrust laws and intellectual property laws as contradictory. That is, intellectual property laws seek to provide creators exclusive control of certain technology, while at the same time antitrust laws seek to prevent one person or corporation from having monopoly power.…
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CEO & Employee Pay Discrepancy: How the Government’s Policies Have Encouraged the Gap | Author: David R. Meals

CEO & Employee Pay Discrepancy: How the Government’s Policies Have Encouraged the Gap | Author: David R. Meals

In the United States, one of the most striking illustrations of the increased inequality of income distribution over recent decades is the outsized growth in CEO compensation in contrast to the compensation of the contemporaneous average working man or women. The ratio of CEO pay to factory worker pay rose from 42-to-1 in 1960, to a height of 531-to-1 in 2000 at the height of the stock market bubble, and it was at 411-to-1 in…
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