Michigan Business & Entrepreneurial Law Review最新文献

Trump's "Big-League" Tax Reform: Assessing the Impact of Corporate Tax Changes 特朗普的“大联盟”税制改革:评估公司税变化的影响

Michigan Business & Entrepreneurial Law Review Pub Date : 2017-12-31 DOI: 10.36639/mbelr.7.1.trumps

Ryan Clements

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引用次数: 0

Evaluating Financial Integration and Cooperation in the ASEAN 评估东盟的金融一体化与合作

Michigan Business & Entrepreneurial Law Review Pub Date : 2017-12-31 DOI: 10.36639/mbelr.7.1.evaluating

B. Harvey

引用次数: 2

Defective Construction CGL Coverage: The Subcontractor Exception 工程缺陷CGL承保范围:分包商例外

Michigan Business & Entrepreneurial Law Review Pub Date : 2017-12-31 DOI: 10.36639/mbelr.7.1.defective

Christian H. Robertson

{"title":"Defective Construction CGL Coverage: The Subcontractor Exception","authors":"Christian H. Robertson","doi":"10.36639/mbelr.7.1.defective","DOIUrl":"https://doi.org/10.36639/mbelr.7.1.defective","url":null,"abstract":"In the construction industry, commercial general liability (CGL) insurance is the standard policy for managing property damage risks. Historically, CGL policies do not cover an insured’s own defective construction because the insured controls its own work and can reasonably foresee the damage that may result from defective work. But what about the defective work of an insured’s subcontractor? Practical considerations limit an insured's effective control of every aspect of a subcontractor’s work, and this limitation complicates the insured’s ability to foresee future risks. In 1986, the increasing involvement of subcontractors led general contractors to insist upon protection from subcontractor work risks in CGL policies. The insurance industry agreed upon and created the subcontractor exception. Insurers, however, have claimed that CGL policies exclude coverage for any defective work, including the work of a subcontractor.\u0000\u0000This Note discusses court decisions rejecting the categorical denial of coverage for any defective work and how courts have found coverage exists where a subcontractor’s defective work is beyond the insured’s effective control and not foreseeable. Over the past 15 years, 23 state supreme courts have ruled that CGL policies cover the defective workmanship of an insured’s subcontractor. To illustrate the trend toward coverage, the Note summarizes a recent Ohio appellate court decision as a case study of the issue.","PeriodicalId":333345,"journal":{"name":"Michigan Business & Entrepreneurial Law Review","volume":"55 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2017-12-31","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"123939422","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 0

Volkswagen's Bad Decisions & Harmful Emissions: How Poor Process Corrupted Codetermination in Germany's Dual Board Structure 大众汽车的错误决策与有害排放:糟糕的流程如何影响德国双董事会结构中的共同决策

Michigan Business & Entrepreneurial Law Review Pub Date : 2017-12-31 DOI: 10.36639/mbelr.7.1.volkswagen

N. F. Sharpe

{"title":"Volkswagen's Bad Decisions & Harmful Emissions: How Poor Process Corrupted Codetermination in Germany's Dual Board Structure","authors":"N. F. Sharpe","doi":"10.36639/mbelr.7.1.volkswagen","DOIUrl":"https://doi.org/10.36639/mbelr.7.1.volkswagen","url":null,"abstract":"This Article directly challenges the often argued proposition that Germany's two-tier board of directors is superior to America’s single-tier board structure. It argues that regardless of structure, any decision-making body that lacks effective decision-making processes is at significant risk of failure, scandal, and ineffectiveness. Legal scholars and policymakers have largely ignored the connection between decision-making processes and the efficacy of corporate leadership. The Article is the first to examine this underexplored relationship in the context of the German dual-board.\u0000\u0000Volkswagen’s 2015 emissions scandal provides a vehicle to critically assess the relationship between Germany’s two-tiered board and an effective decision-making process. This Article argues that the structure of Volkwagen’s dual board did not automatically result in an effective decision-making processes. Additionally, an effective decision-making process—the attributes of which can be found in organizational behavior theory—is essential to helping German boards accomplish their legislative mandate. Moreover, it is essential to helping the boards of transnational corporations, which have a wide range of structural variations, effectively govern the organizations for whom they work.\u0000\u0000In sum, Volkswagen and other German corporations may follow the structural requirements of German corporate law, but without effective processes, German directors are likely to fail in their monitoring and supervisory roles. Without effective processes, directors are watchers asleep at their post, uninformed, dormant, and ineffective in preventing gross failures of corporate integrity. Unless German boards adopt and implement a Process-Oriented Approach, the Volkswagen emission scandal will simply be another mark on a timeline for a century plagued by corporate failure.","PeriodicalId":333345,"journal":{"name":"Michigan Business & Entrepreneurial Law Review","volume":"380 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2017-12-31","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"131909653","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 4

Substantial Similarity: Kohus Got it Right 本质上的相似:科胡斯是对的

Michigan Business & Entrepreneurial Law Review Pub Date : 2017-09-28 DOI: 10.36639/mbelr.6.2.substantial

Gabriel Godoy-Dalmau

引用次数: 1

The Business of Law: Evolution of the Legal Services Market 法律业务:法律服务市场的演变

Michigan Business & Entrepreneurial Law Review Pub Date : 2017-09-28 DOI: 10.36639/mbelr.6.2.business

Tyler J. Replogle

引用次数: 29

Implementing High Frequency Trading Regulation: A Critical Analysis of Current Reforms 实施高频交易监管:对当前改革的批判性分析

Michigan Business & Entrepreneurial Law Review Pub Date : 2017-09-28 DOI: 10.36639/mbelr.6.2.implementing

M. Morelli

{"title":"Implementing High Frequency Trading Regulation: A Critical Analysis of Current Reforms","authors":"M. Morelli","doi":"10.36639/mbelr.6.2.implementing","DOIUrl":"https://doi.org/10.36639/mbelr.6.2.implementing","url":null,"abstract":"Technological developments in securities markets, most notably high frequency trading, have fundamentally changed the structure and nature of trading over the past fifty years. Policymakers, both domestically and abroad, now face many new challenges influencing the secondary market’s effectiveness as a generator of economic growth and stability. Faced with these rapid structural changes, many are quick to denounce high frequency trading as opportunistic and parasitic. This article, however, instead argues that while high frequency trading presents certain general risks to secondary market efficiency, liquidity, stability, and integrity, the practice encompasses a wide variety of strategies, many of which can enhance, not inhibit, the secondary trading market’s core goals.\u0000\u0000This article proposes a regulatory model aimed at maximizing high frequency trading’s beneficial effects on secondary market functions. The model’s foundation, however, requires information. By analyzing more data on how high frequency traders interact with markets, regulators can assess the viability and scope of other potentially worthwhile measures targeting more general market threats. Likewise, regulators can determine who is in the best position to bear supervisory responsibility for particular trading activities: agencies, exchanges, traders, or some combination thereof. Crucially, the model also calls on regulators to share information on a global scale: trading no longer only affects a single exchange, a single asset class, or even a single country. By sharing information, regulators can enact more informed regulations, stabilize secondary markets, and minimize regulatory arbitrage. In short, high frequency trading can be a force for good, but a principled and coordinated effort is needed to ensure it fulfills that potential.","PeriodicalId":333345,"journal":{"name":"Michigan Business & Entrepreneurial Law Review","volume":"12 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2017-09-28","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"131260466","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 4

Bitcoin's Growing Pains: Intermediation and the Need for an Effective Loss Allocation Mechanism 比特币的成长烦恼:中介和对有效损失分配机制的需求

Michigan Business & Entrepreneurial Law Review Pub Date : 2017-09-28 DOI: 10.36639/mbelr.6.2.bitcoins

Andrew Kang

引用次数: 3

Who Speaks the Culture of the Corporation? 谁说公司文化?

Michigan Business & Entrepreneurial Law Review Pub Date : 2016-12-31 DOI: 10.36639/mbelr.6.1.who

Gwendolyn J. Gordon

{"title":"Who Speaks the Culture of the Corporation?","authors":"Gwendolyn J. Gordon","doi":"10.36639/mbelr.6.1.who","DOIUrl":"https://doi.org/10.36639/mbelr.6.1.who","url":null,"abstract":"Recent cases – Burwell v Hobby Lobby Stores and Citizens United chief among them – evince a new understanding of the nature of the corporation and its place in society. Whether a corporation has rights – such as those of religious exercise – is not, however, just a question of legal interpretation. To answer this question requires a theory of group or cultural identity, that is, a theory of how a group may have “culture” separate and apart from those of the individuals that comprise it. And such a theory must address how to understand the meaning of culture when the beliefs of people within the group diverge. However, the Supreme Court’s analysis has fallen short by glossing over this step in the analysis. In Hobby Lobby, the Supreme Court indicated that the question of the religious identity of the corporation might easily be resolved by the semi-democracy of state corporate law: those shareholders and managers controlling the corporation, that is, decide the identity of the corporation. As Justice Ginsburg noted in her dissent, however, in the case of religious belief, things can get fairly gnarly. This Article critiques the Supreme Court’s oversimplified view of how group identity is formed using anthropology as its guide. This anthropological approach argues that the question of corporate “culture” is far more complex than the Court’s jurisprudence acknowledges. This approach requires rethinking the corporate rights doctrine and its assumptions about shareholder democracy. One or the other must fall – either the notion that corporations have cultural rights such as those of a “religion,” or the processes of majority shareholder voting that do not track an ingrained cultural identity.","PeriodicalId":333345,"journal":{"name":"Michigan Business & Entrepreneurial Law Review","volume":"2 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2016-12-31","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"121453204","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 0

Basel III and the Future of Project Finance Funding 巴塞尔协议III和项目融资的未来

Michigan Business & Entrepreneurial Law Review Pub Date : 2016-12-31 DOI: 10.36639/mbelr.6.1.basel

Tengyu Ma

引用次数: 12

Michigan Business &amp; Entrepreneurial Law Review最新文献

Michigan Business & Entrepreneurial Law Review最新文献