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Survey of the Rights of Receiverships to Sell Real Property I Baruch Kreiman

The focus of this article is on the abilities of the receiver and the restrictions put on him regarding his management of the property-- specifically, whether the receiver has the ability to sell the land free and clear of all liens, and, if so, under what circumstances and by what method. Part II gives an overview of the article, discusses the structures of receivership statutes in various jurisdictions, and further discusses receivership sales. Part III…
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Judicial Treatment of California’s Anti-Deficiency Legislation Section 580b: Is it Effective? I Cole F. Morgan

Short sales of real property represent approximately a quarter of all homeowner transactions. Recently, short sales passed foreclosures as the preferred method in home sales due to the ease of sale. Coker v. JP Morgan Chase Bank, N.A., has ruled lenders of a purchase-money mortgage may not pursue a deficiency judgment after the short sale of a home. Essentially, this means after the sale is completed and the lender has obtained the proceeds from the…
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No Pay, No Gain? The Plus Side of Unpaid Internships I Chad A. Pasternack

Recent cases out of the Southern District of New York have shined a spotlight on the phenomenon that is the unpaid internship with for-profit companies. These rulings, awaiting scrutiny by the Second Circuit, have opened the floodgates for countless interns to challenge their “employers” for the minimum wage they may be owed under the Fair Labor Standards Act (FLSA). This article examines the evolution of testing for employment under the FLSA, which varies greatly among…
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Assessing Irving Picard’s Writ of Certiorari in Picard v. JP Morgan Chase: Another Chapter in the Saga of Bernie Madoff and His Impact on the Securities Industry I Bryce Cullinane

An objective analysis of Picard's writ shows the Second Circuit should be affirmed. Picard's arguments are long on emotional appeal and customer-centric public policy but short on the law. The Second Circuit decision is in line with the intent of Congress. Furthermore, adopting Picard's interpretation would raise many issues and create many problems in the financial services industry. Part II of this note provides background on SIPA and the Securities Investor Protection Corporation (SIPC), as…
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Deranged Disgorgement I James Tyler Kirk

This article seeks to explore the concept of equity embodied in the securities laws as intended by Congress. Accordingly, this article asks whether Congress intended to codify the traditional common law notions of equity in disgorgement, or is the SEC's disgorgement sui generis. To answer this question, the philosophy behind disgorgement is exhaustively fleshed out through a historical case analysis. Next, the article establishes what the author believes to be a new concept, the theory…
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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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