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Volume 5 – Issues 1 & 2

Bribery Boom or Bust: A Practitioner’s Primer for Differentiating Between Bribes and Legitimate Exceptions in the Foreign Corrupt Practices Act | Author: Jer Monson

Bribery Boom or Bust: A Practitioner’s Primer for Differentiating Between Bribes and Legitimate Exceptions in the Foreign Corrupt Practices Act | Author: Jer Monson

This article seeks to help business practitioners anticipate and prevent business challenges related to the Foreign Corrupt Practices Act. To this end, it attempts a high-level, practitioner-friendly review of the FCPA—including an in-depth look at the anti-bribery provisions, case-based illustrations of their application, and guidelines for staying in compliance. Part I provides practitioners with a brief introduction to the FCPA. Part II proceeds with a more detailed background and overview of the FCPA, examining both…
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America’s Favorite Illiquid Investment: An Examination of the Changing Social Perception of Homeownership | Author: Jeremiah J. Lee

America’s Favorite Illiquid Investment: An Examination of the Changing Social Perception of Homeownership | Author: Jeremiah J. Lee

Purchasing a home is traditionally touted as one of the best investments an individual can make, but this advice may be simply too generic to be useful or applied too broadly to be good counsel. Social pressures encouraging homeownership in America have been fostered by decades of government programs. Modern uses of the family home as a financial investment, such as flipping homes or using a home equity line of credit to subsidize a higher…
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Charitable Organizations and Commercial Activity: A New Era – Will the Social Entrepreneurship Movement Force Change? | Author: Jaclyn Cherry

Charitable Organizations and Commercial Activity: A New Era – Will the Social Entrepreneurship Movement Force Change? | Author: Jaclyn Cherry

It is no longer a new trend for charitable organizations to become involved in commercial activities. Thousands of nonprofit organizations have embraced the social entrepreneurial concept and have either created “commercial” type ventures as part of their nonprofits, have created spin-off organizations or subsidiary organizations, or have moved into the new area of hybrid organizations. Because there are no clear rules or guidelines for dealing with this issue, the third sector finds itself with rogue…
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Hype and Hostility for Hybrid Companies: A Fourth Sector Case Study | Author: Ryan J. Gaffney

Hype and Hostility for Hybrid Companies: A Fourth Sector Case Study | Author: Ryan J. Gaffney

The traditional three-sector ownership model of society grows outmoded. The prevalence of quasi-governmental agencies, public-private partnerships, and government bailouts blurs the line between the public and private sectors. Of concern to this article, however, is the blurring between the private and nonprofit sectors. The cross-pollination is so widespread that a call stands to amend the existing model with an “emerging fourth sector.” The social entrepreneurs attempting to bridge the gap between sectors face limitations from…
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California’s Flexible Purpose Corporation: A Step Forward, a Step Back, or No Step at All? | Author: Christen Clarke

California’s Flexible Purpose Corporation: A Step Forward, a Step Back, or No Step at All? | Author: Christen Clarke

The roads of social welfare and commercial enterprise have come to an intersection in recent years. Laws governing corporations are expanding to make room for new forms of business entities that seek to satisfy both social and financial goals. The two most prominent “hybrid” business forms are the Low- Profit Limited Liability Company and the Benefit Corporation. The newest hybrid entity to take effect is the Flexible Purpose Corporation, which was introduced in California at…
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Energy Ratings Hit Commercial Real Estate – California Lights the Way | Author: Jonathan Cahill

Energy Ratings Hit Commercial Real Estate – California Lights the Way | Author: Jonathan Cahill

The Energy Star Program has been extremely successful for consumer appliances and electronics, but can this success translate to commercial real estate? In the United States, commercial buildings account for nearly nineteen percent of energy-related carbon dioxide emissions. Consequently, energy rating of buildings has become an increasingly attractive way to combat pollution and lower energy consumption. Despite this, the United States does not yet have a federal policy requiring energy usage disclosure for buildings. This…
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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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