JOURNAL OF BUSINESS ENTREPRENEURSHIP & THE LAW
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Entire Fairness: A Call to Preserve Delaware Doctrine

Entire Fairness: A Call to Preserve Delaware Doctrine

Appraisal arbitrage is on the rise. Institutional investors—namely, hedge funds—buy into target companies after their merger announcements and bet on the price. By purposely taking a minority position, these funds proceed to courts to obtain what they otherwise could not in the market: a “fair value.” Where there is no allegation of wrongdoing or injury, these plaintiffs nonetheless successfully divert deal value away from business combinations. Based on a misunderstood statute, appraisal arbitrage has exploded…
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The Oil & Gas Industry: Failing to Properly Regulate Hydraulic Fracturing & Placing Profits Over Safety

The Oil & Gas Industry: Failing to Properly Regulate Hydraulic Fracturing & Placing Profits Over Safety

This Note will evaluate the regulations and environmental implications surrounding hydraulic fracturing, or “fracking,” on state, federal, and Indian lands, focusing on the recent and still undecided case of Wyoming v. United States Dep’t of the Interior. Additionally, it will address the regulatory gap in federal regulations governing hydraulic fracturing, the current issues the industry faces, and advocate for a more stringent set of regulations that ought to be applied on a uniform basis throughout…
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Definite Indefiniteness of “Molecular Weight” as a Claim Term for Polymer-Related Patents

Definite Indefiniteness of “Molecular Weight” as a Claim Term for Polymer-Related Patents

The molecular weight of a polymer is not just a number for a single molecule. In fact, molecular weight measurement is based on a large volume of molecules of the same polymer. Due to the non-uniformity of molecular weights, there are several methods to measure an “average molecular weight” of a polymer. Unfortunately, the Federal Circuit in Teva Pharms. USA, Inc. v. Sandoz, Inc., 789 F.3d 1335 (Fed. Cir. 2015), held that the term “molecular…
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Convergence and Divergence Between International Investments Law and Human Rights Law, in the Context of the Greek Sovereign Debt Restructuring

Convergence and Divergence Between International Investments Law and Human Rights Law, in the Context of the Greek Sovereign Debt Restructuring

International investment law developed separately from and was, for a long period, perceived as incompatible with human rights law. Despite the tendency to distinguish the evolution of these two fields of international law, however, they are not completely dissimilar. Inter alia, they both aim to safeguard investors’ rights to property, to promote respect for due process, and to address the undisputed position of power of the state against the individual. In situations of sovereign default,…
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A New Deal for Europe? The Commerce Clause as the Solution to Tax Discrimination and Double Taxation in the European Union

A New Deal for Europe? The Commerce Clause as the Solution to Tax Discrimination and Double Taxation in the European Union

The decision by the European Court of Justice in Kerckhaert-Morres, allowing double taxation of the same income, led to stagnation in the European internal market.  Over the past thirteen years, reservation of competences to member states has created tension between the European Community's goal of a common internal market and the goal to eliminate double taxation. Download Full Article Here
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Mapping LegalZoom’s Disruptive Innovation

Mapping LegalZoom’s Disruptive Innovation

American facing legal problems have two choices when it comes to legal representation.  They can hire a lawyer, or they can represent themselves–informally, in situations outside of court, or formally, as pro se litigants, in court.  This right is constitutionally protected in criminal cases and is almost universally recognized in typical civil matters.  Traditionally, those representing themselves had few options for assistance.  They could turn to the informal advice of "neighbors, friends, co-workers, religious advisors,…
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Consent Decrees in the Streaming Era: Digital Withdrawal, Fractional Licensing, and § 114(I)

Consent Decrees in the Streaming Era: Digital Withdrawal, Fractional Licensing, and § 114(I)

Clear disagreement exists about how best to reconcile the copyright protections afforded to songwriters with the antitrust considerations protecting consumers. Songwriter public performance royalty collections account for over $2 billion in annual U.S. revenue, roughly 90% of which is collected by the American Society of Composers, Authors and Publishers (ASCAP) and Broadcast Music, Inc. (BMI). ASCAP and BMI are performance rights organizations (PROs) regulated by seventy-five-year-old consent decrees. After the Second Circuit determined that these…
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Discretion to Act: How the Federal Reserve’s Decisions Whether to Provide Emergency Loans During the Financial Crisis Were Discretionary and Why Dodd-Frank Falls Short of Preventing Future Bailouts

Discretion to Act: How the Federal Reserve’s Decisions Whether to Provide Emergency Loans During the Financial Crisis Were Discretionary and Why Dodd-Frank Falls Short of Preventing Future Bailouts

The housing market crash of 2007–2008 threatened to cause the collapse of the United States and global economies. By early 2008, Bear Stearns, Lehman Brothers, and American International Group all faced the strong possibility of bankruptcy absent government intervention. The Federal Reserve Board of Governors activated its emergency lending powers pursuant to Section 13(3) of the Federal Reserve Act to “bail out” Bear Stearns and American International Group, but elected to let Lehman Brothers fail.…
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Let the State Decide: The Efficient Antitrust Enforcer and the Avoidance of Anticompetitive Remedies

Let the State Decide: The Efficient Antitrust Enforcer and the Avoidance of Anticompetitive Remedies

If the antitrust remedy a private party pursues would likely have anticompetitive consequences, would only the government constitute an efficient enforcer of the antitrust laws? Imagine that a plaintiff sues for a remedy so large that the award of the remedy would meaningfully increase market concentration by sending the defendants into bankruptcy. Is such a plaintiff an efficient enforcer of the antitrust laws? Should courts hold that in this situation only the government should be…
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Film Piracy: Surfing the Internet for Free Content Provides Little Bounty for the Collective Economy

Film Piracy: Surfing the Internet for Free Content Provides Little Bounty for the Collective Economy

This Note focuses on the protection of a copyright holder against infringement in the form of film piracy. It centers on the recent litigation surrounding Dallas Buyers Club, a biographical film articulating the life and events surrounding an AIDS patient, diagnosed in the mid-1980s, who pursued experimental treatments by smuggling pharmaceuticals into the United States. In 2013, more than 4,700 Australian Internet users allegedly downloaded the film within the span of one month. In August…
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