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Agents without Principals: Regulating the Duty of Loyalty for Nonprofit Corporations Through the Intermediate Sanctions Tax Regulations | Authors: Carly B. Eisenberg and Kevin Outterson

Agents without Principals: Regulating the Duty of Loyalty for Nonprofit Corporations Through the Intermediate Sanctions Tax Regulations | Authors: Carly B. Eisenberg and Kevin Outterson

Delaware corporate law imposes a duty of loyalty on officers and directors as a mechanism to regulate and deter self-dealing transactions. In nonprofit corporations, however, there are generally no shareholders with direct financial incentives to monitor against self-dealing. In the absence of shareholders and other principals, Congress and the IRS have articulated duty of loyalty rules for nonprofits that reach far beyond those applied to the for-profit world—most prominently the § 4958 intermediate sanctions. This…
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The Gray Zone in the Power of Local Municipalities: Where Zoning Authority Clashes with State Law | Author: Skye L. Daley

The Gray Zone in the Power of Local Municipalities: Where Zoning Authority Clashes with State Law | Author: Skye L. Daley

This article will explore the oft-overlooked area of police powers granted to local municipalities by the California Constitution through the lens of marijuana dispensaries. These dispensaries, and the obstacles they face, provide the perfect vantage point from which to survey the current status of zoning power in California. This article will consider the extent and limits of what is known as the “police powers” of local municipalities: the power of cities, towns and counties to…
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Is There Ever A Reason to Know? A Comparison of the Contributory Liability “Knowledge” Standard for Websites Hosting Infringed Trademarked Content Versus Infringed Copyrighted Content | Author: Rachel N. Agress

Is There Ever A Reason to Know? A Comparison of the Contributory Liability “Knowledge” Standard for Websites Hosting Infringed Trademarked Content Versus Infringed Copyrighted Content | Author: Rachel N. Agress

The doctrines of contributory copyright liability and contributory trademark liability are both based on the confluence of basic tort liability and the policy goal of encouraging innovation and commerce. Because the two concepts sometimes conflict, courts have struggled to create a comprehensive body of law to reach a reconciliation. The doctrine of contributory copyright liability evolved through a rich body of case law that was subsequently supplemented by the legislatively enacted Digital Millennium Copyright Act…
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Printing the Impossible Triangle: The Copyright Implications of Three-Dimensional Printing | Author: Brian Rideout

Printing the Impossible Triangle: The Copyright Implications of Three-Dimensional Printing | Author: Brian Rideout

Three-dimensional printing (3D printing), which allows users to digitize and replicate objects, is emerging as the next potentially disruptive technology. It is now possible to “print” intricate objects from furniture to food to human organs. Because 3D printing relies on computer-based blueprints in order to create physical objects, digital copyright infringement can now impact the physical world. The first example occurred in February 2011, when the world's first Digital Millennium Copyright Act (DMCA) takedown notice…
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Grave Consequences for Economic Liberty: The Funeral Industry’s Protectionist Occupational Licensing Scheme, the Circuit Split, and Why It Matters | Author: Lana Harfoush

Grave Consequences for Economic Liberty: The Funeral Industry’s Protectionist Occupational Licensing Scheme, the Circuit Split, and Why It Matters | Author: Lana Harfoush

This article examines a current circuit split regarding the constitutionality of restrictive occupational licensing schemes that exist only for protectionist purposes. The Sixth Circuit in Craigmiles v. Giles and the Tenth Circuit case Powers v. Harris, are cases that revolve around similar facts but reach opposite outcomes. The two cases profile state funeral industry licensing restrictions. In both cases, the plaintiffs were penalized for selling caskets without state-issued licenses. Though licensing restrictions in the funeral…
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Violence is Never the Answer, Or Is It? Constitutionality of California’s Violent Video Game Regulation | Author: Laura Black

Violence is Never the Answer, Or Is It? Constitutionality of California’s Violent Video Game Regulation | Author: Laura Black

In 2011, the United States Supreme Court ruled that the California law proscribing the sale of violent video games to minors violated the First Amendment and was, therefore, unconstitutional. Because this is the first video game case to be heard by the Supreme Court, the decision marked a significant milestone for the video game and entertainment industries. The beginning of this note will review the history leading up to the passage of the law as…
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A New Look for the Fashion Industry: Redesigning Copyright Law with the Innovative Design Protection and Piracy Protection Act (IDPPPA) | Author: Brittany West

A New Look for the Fashion Industry: Redesigning Copyright Law with the Innovative Design Protection and Piracy Protection Act (IDPPPA) | Author: Brittany West

Introduced in Congress in August 2010, the Innovative Design Protection and Piracy Prevention Act (IDPPPA) would amend 17 U.S.C. § 1301 to extend copyright protection to unique, distinguishable, non-trivial, and non-utilitarian fashion designs. The fashion industry in the United States is currently a $200 billion industry which is afforded limited intellectual property protection compared to foreign markets. This article explores the applicability of the existing Copyright Act to fashion designs and argues that the IDPPPA…
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It Looks Like a Sale; It Quacks Like a Sale…But It’s Not? An Argument for the Application of the Duck Test in a Digital First Sale Doctrine | Author: Matthew J. Turchyn

It Looks Like a Sale; It Quacks Like a Sale…But It’s Not? An Argument for the Application of the Duck Test in a Digital First Sale Doctrine | Author: Matthew J. Turchyn

Until recently, a trend was developing across several circuits that favored a digital First Sale Doctrine for software. In September 2010, the Ninth Circuit dealt a serious blow to this movement when it issued its decision in Vernor v. Autodesk, Inc. This decision calls for a strict constructionist approach to the interpretation of software licensing agreements. A right of resale that would be protected under the First Sale Doctrine in a different medium, such as…
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Both a License and a Sale: How to Reconcile Self-Replicating Technology with Patent Exhaustion | Author: Douglas Fretty

Both a License and a Sale: How to Reconcile Self-Replicating Technology with Patent Exhaustion | Author: Douglas Fretty

Too many authorities view the transfer of patented self-replicating technology (SRT) as either a pure license or a pure sale. If a pure license exists, the patentee can impose post-transfer restrictions on the product's use, frustrating the policy goals of limited monopoly and free alienability of chattels. If a pure sale is triggered, however, the patentee loses all rights through patent exhaustion, allowing the purchaser to replicate the chattel at will. Sensitive to this latter…
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The Inherent Instability of the Financial System | Author: Kim de Glossop

The Inherent Instability of the Financial System | Author: Kim de Glossop

The article explores one of the causes of the financial crisis of 2008 and of financial crises generally. The argument of the paper is that rather than tend toward equilibrium, financial and asset markets have a tendency to become unstable after prolonged periods of stability. The main driver of this process is the expansion of credit. Debt feeds its way into higher asset prices which in turn justify the accumulation of more debt to purchase…
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