Michigan Business & Entrepreneurial Law Review最新文献_第6页

The JOBS Act Trojan Horse: A Gift to Startups with Something Else Inside? 《就业法案》特洛伊木马:给创业公司的礼物?

Michigan Business & Entrepreneurial Law Review Pub Date : 1900-01-01 DOI: 10.36639/mbelr.3.2.jobs

E. Gordon

引用次数: 0

Trust and Control: The Value Effect of Venture Capital Term Sheet Provisions as Risk Allocation Tools 信任与控制:风险投资条款表条款作为风险分配工具的价值效应

Michigan Business & Entrepreneurial Law Review Pub Date : 1900-01-01 DOI: 10.36639/mbelr.4.2.trust

Jason M. Gordon, David Orozco

{"title":"Trust and Control: The Value Effect of Venture Capital Term Sheet Provisions as Risk Allocation Tools","authors":"Jason M. Gordon, David Orozco","doi":"10.36639/mbelr.4.2.trust","DOIUrl":"https://doi.org/10.36639/mbelr.4.2.trust","url":null,"abstract":"The parties to a venture funding agreement are in a state of coopetition. The parties account for perceived risk in the entrepreneur-investor relationship through varying levels of control demanded from and trust afforded to the other party. The level of risk perceived by each party may differ along individual aspects of the prospective equity deal. The provisions of the term sheet delineate the subjective risk perceptions of each party to the transaction by allocating control or trusting a party with decision-making rights. When negotiating term sheet provisions, a party should seek to understand and recognize the risk perceived by the other party and attempt to afford the level of control or trust necessary to achieve a relational agreement that provides the greatest value for the parties collectively. An optimal allocation of control and trust adequately captures the perceived risk of each party, promotes cooperation between the parties, and ultimately facilitates the performance of the business venture. Understanding the subjective risk perceptions of each party to the investment transaction will facilitate the objective of negotiating a term sheet that maximizes the value created for all parties.","PeriodicalId":333345,"journal":{"name":"Michigan Business & Entrepreneurial Law Review","volume":"108 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"1900-01-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"127954516","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: 2

Constructing the Yellow Brick Road: Preventing Discrimination in Financial Services Against the LGBTQ+ Community 构筑黄砖路:防止金融服务中对LGBTQ+群体的歧视

Michigan Business & Entrepreneurial Law Review Pub Date : 1900-01-01 DOI: 10.36639/mbelr.11.1.constructing

Cyrus Mostaghim

{"title":"Constructing the Yellow Brick Road: Preventing Discrimination in Financial Services Against the LGBTQ+ Community","authors":"Cyrus Mostaghim","doi":"10.36639/mbelr.11.1.constructing","DOIUrl":"https://doi.org/10.36639/mbelr.11.1.constructing","url":null,"abstract":"The Lesbian, Gay, Bisexual, Transgender, Queer, and Questioning (“LGBTQ+”) community lacks explicit statutory protections from discrimination in financial services. After the Supreme Court held in Bostock that employment discrimination based on sexual orientation or gender identity was illegal, the Consumer Financial Protection Bureau (CFPB) issued an informal interpretive rule for the Equal Credit Opportunity Act (ECOA) and Regulation B that made discrimination in the access to credit based on sexual orientation or gender identity illegal.\u0000\u0000However, this article argues that an informal interpretive rule is easily rescinded and does not provide sufficient protection. Thus, alternative action is needed to create ore durable protection from discrimination against the LGBTQ+ community in the provision of financial services. Additionally, the increased use of AI in the financial industry magnifies the need for more durable protections to prevent the accidental usage of biased data to build and train the industry’s AI algorithms.\u0000\u0000This article examines the potential and limitations of existing consumer protection laws, possible pathways to create more permanent protection, and potential impacts from regulatory changes. This article also considers additional regulatory changes to other consumer protection statutes that may be needed to enable the identification of discriminatory acts. These changes may require financial institutions to collect sexual orientation and gender identity data – something that must be done with sensitivity because of a data privacy issue unique to the community: accidental outing.","PeriodicalId":333345,"journal":{"name":"Michigan Business & Entrepreneurial Law Review","volume":"29 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"1900-01-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"127160684","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: 2

The Death of Amateurism in the NCAA: How the NCAA Can Survive the New Economic Reality of College Sports NCAA业余主义的死亡:NCAA如何在大学体育的新经济现实中生存

Michigan Business & Entrepreneurial Law Review Pub Date : 1900-01-01 DOI: 10.36639/mbelr.11.2.death

Claire Haws

{"title":"The Death of Amateurism in the NCAA: How the NCAA Can Survive the New Economic Reality of College Sports","authors":"Claire Haws","doi":"10.36639/mbelr.11.2.death","DOIUrl":"https://doi.org/10.36639/mbelr.11.2.death","url":null,"abstract":"In October 2019, the National Collegiate Athletic Association (NCAA) announced it would be making a major change to its rules: student-athletes would soon be permitted to receive compensation for the use of their name, image and likeness (NIL). The announcement came in response to an increasing volume of state legislation allowing for student-athlete NIL compensation. On July 1, 2021, student-athletes finally had the opportunity to receive NIL benefits as the NCAA’s interim NIL policy went into effect. This change represents a nail in the coffin for traditional notions of amateurism.\u0000\u0000For decades, the NCAA defended its rules from antitrust challenges with the procompetitive justification of preserving amateurism. As permissible compensation for student-athletes has expanded, the NCAA has continuously adjusted its definition of amateurism to fit its needs. Now, with the availability of NIL compensation, it has become clear that no coherent concept of amateurism exists in college sports. Yet, the death of amateurism does not have to lead to the death of the NCAA. This Note concludes that in future antitrust challenges, the NCAA will need to point to a procompetitive justification other than amateurism to defend its remaining rules. An antitrust defense based on the unique culture of college sports, rather than amateurism, will align with the realities of student-athlete compensation without sacrificing the NCAA’s ability to enforce eligibility rules.\u0000\u0000Part I of this Note provides background for the relevant antitrust law and its historical application to the NCAA. Part II discusses how the concept of amateurism in collegiate athletics is unraveling and argues that amateurism will no longer be an effective defense in antitrust challenges to NCAA rules. Part III proposes a solution to the problems addressed in Part II that will allow the NCAA to maintain its distinct product of collegiate athletics without depending on the dying concept of amateurism.","PeriodicalId":333345,"journal":{"name":"Michigan Business & Entrepreneurial Law Review","volume":"54 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"1900-01-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"126839713","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

A Complete View of the Cathedral: Claims of Tortious Interference and the Specific Performance Remedy in Mergers and Acquisitions Litigation 大教堂全貌:并购诉讼中的侵权干涉主张与具体履行救济

Michigan Business & Entrepreneurial Law Review Pub Date : 1900-01-01 DOI: 10.36639/mbelr.3.1.complete

Luke Nikas, Paul B. Maslo

{"title":"A Complete View of the Cathedral: Claims of Tortious Interference and the Specific Performance Remedy in Mergers and Acquisitions Litigation","authors":"Luke Nikas, Paul B. Maslo","doi":"10.36639/mbelr.3.1.complete","DOIUrl":"https://doi.org/10.36639/mbelr.3.1.complete","url":null,"abstract":"A bank promises to lend several billion dollars to fund a buyer’s purchase of a target company. The buyer enters into a merger agreement with the target. Thereafter, the economy plummets, and the bank decides that breaching its contract with the buyer will cost less than performing. The buyer seeks specific performance. The target also sues the bank, alleging tortious interference with the merger agreement. Billions of dollars are on the line. This is the reality lived by many investment banks that committed to fund leveraged buyouts during the recent economic downturn. Most of these matters were resolved in private settlements to avoid the possibility of crippling tort liability and publicly airing the messy details of the targets’ poor financial circumstances. The judicial decisions that do exist reveal a myopic view of the relationship between the buyer’s specific performance claim against the bank, on the one hand, and the target’s tort claim against the bank, on the other. By treating these claims as substantively distinct, courts threaten to impose an inefficient liability rule for the bank’s allegedly tortious conduct (including the possibility of punitive damages) and an equally inefficient property rule for the bank’s alleged breach of contract (specific performance). Courts must take a singular view of the combined costs and efficiencies created by the buyer’s and target’s individual claims to properly determine the appropriate remedy for the bank’s conduct.","PeriodicalId":333345,"journal":{"name":"Michigan Business & Entrepreneurial Law Review","volume":"42 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"1900-01-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"128513434","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

Taxing Sales of Depreciable Assets 对出售折旧资产征税

Michigan Business & Entrepreneurial Law Review Pub Date : 1900-01-01 DOI: 10.36639/mbelr.5.2.taxing

Hines, R. James

{"title":"Taxing Sales of Depreciable Assets","authors":"Hines, R. James","doi":"10.36639/mbelr.5.2.taxing","DOIUrl":"https://doi.org/10.36639/mbelr.5.2.taxing","url":null,"abstract":"Investors in depreciable assets used in a trade or business claim depreciation deductions following investment, and upon sale or other disposition of their assets are taxed on gain or loss equal to differences between amounts realized and adjusted basis. The taxation of these realized gains and losses is asymmetric: losses are deductible against ordinary income, whereas a portion of the gain on sales of personal property, and virtually all gains on sales of real property, are taxed at more favorable capital gain tax rates. Evidence from U.S. tax returns in 2012 indicates that the aggregate annual magnitude of the tax saving due to the asymmetric taxation of these gains and losses is relatively modest, roughly between $800 million and $1.71 billion. This paper considers the policy basis of this asymmetric tax treatment, noting that depreciation rules together with the elective nature of sale and realization implies that the tax system inefficiently discourages sales of depreciable business assets on which taxpayers have unrealized gains. In order to maintain efficient reallocation of used assets it is necessary to tax realized gains rather lightly. Taxpayers with unrealized losses on depreciable property have the option of retaining or discarding the property, in the first case claiming subsequent depreciation deductions against ordinary income and in the second claiming an immediate ordinary loss. The availability of these options implies that limiting the tax rate applicable to deductions for losses on sales of depreciable assets again would also inefficiently discourage asset sales. Consequently, the elective nature of asset sales implies that an efficient system imposes asymmetric taxes on gains and losses from sales of depreciable assets.","PeriodicalId":333345,"journal":{"name":"Michigan Business & Entrepreneurial Law Review","volume":"88 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"1900-01-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"115840038","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

Recent Changes in U.S. and U.K. Overseas Anti-Corruption Enforcement Under the FCPA and the U.K. Bribery Law: Private Equity Compliance 《反海外腐败法》和《英国反贿赂法》下美国和英国海外反腐败执法的最新变化:私募股权合规

Michigan Business & Entrepreneurial Law Review Pub Date : 1900-01-01 DOI: 10.36639/mbelr.3.1.recent

Isaac A. Binkovitz

引用次数: 0

NFIB v. Sebelius and the Individual Mandate: Thoughts on the Tax/Regulation Distinction NFIB诉西贝利厄斯和个人授权:关于税收/监管区别的思考

Michigan Business & Entrepreneurial Law Review Pub Date : 1900-01-01 DOI: 10.36639/mbelr.5.2.nfib

Kyle D. Logue

{"title":"NFIB v. Sebelius and the Individual Mandate: Thoughts on the Tax/Regulation Distinction","authors":"Kyle D. Logue","doi":"10.36639/mbelr.5.2.nfib","DOIUrl":"https://doi.org/10.36639/mbelr.5.2.nfib","url":null,"abstract":"When Chief Justice John Roberts wrote the opinion of the Court in National Federation of Independent Businesses v. Sebelius (NFIB) explaining the constitutionality of the Affordable Care Act’s (ACA) minimum essential coverage provision (sometimes referred to as the individual mandate), he reasoned that the mandate—or, more precisely, the enforcement provision that accompanied the mandate (the Shared Responsibility Payment or SRP)—could be understood as a tax on the failure to purchase health insurance. According to this view, the enactment of the mandate and its accompanying enforcement provisions fell within Congress’s virtually unlimited power to “lay and collect taxes.” This tax-based interpretation of the individual mandate’s enforcement provisions turned out to be essential to the outcome of the case, since Roberts also concluded that, if the Court had focused on the mandate itself, it would have found the law to be unconstitutional. This is because, according to the Roberts’ opinion, the minimum coverage provision is a form of regulation that is not relevantly different from a law requiring people to purchase, say, broccoli. And such laws, both health insurance mandates and broccoli mandates, are obviously beyond Congress’s regulatory power granted by the Commerce Clause of the Constitution.","PeriodicalId":333345,"journal":{"name":"Michigan Business & Entrepreneurial Law Review","volume":"33 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"1900-01-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"133908021","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

Private Equity & Private Suits: Using 10B-5 Antifraud Suits to Discipline a Transforming Industry 私募股权和私人诉讼:利用10B-5反欺诈诉讼来约束转型中的行业

Michigan Business & Entrepreneurial Law Review Pub Date : 1900-01-01 DOI: 10.36639/mbelr.2.2.private

Kenneth J. Black

引用次数: 0

Michigan Business &amp; Entrepreneurial Law Review最新文献

Michigan Business & Entrepreneurial Law Review最新文献