Business Lawyer最新文献

Human Rights Protections in International Supply Chains—Protecting Workers and Managing Company Risk: 2018 Report and Model Contract Clauses from the Working Group to Draft Human Rights Protections in International Supply Contracts, ABA Section of Business Law 国际供应链中的人权保护——保护工人和管理公司风险:国际供应合同中人权保护草案工作组2018年报告和示范合同条款，ABA商法分会

Business Lawyer Pub Date : 2018-06-12 DOI: 10.2139/ssrn.3194819

David V. Snyder, Susan Maslow

{"title":"Human Rights Protections in International Supply Chains—Protecting Workers and Managing Company Risk: 2018 Report and Model Contract Clauses from the Working Group to Draft Human Rights Protections in International Supply Contracts, ABA Section of Business Law","authors":"David V. Snyder, Susan Maslow","doi":"10.2139/ssrn.3194819","DOIUrl":"https://doi.org/10.2139/ssrn.3194819","url":null,"abstract":"This report and the model contract clauses that it contains are an effort to help companies provide legally effective and operationally likely human rights protections for workers in international supply chains. The report is the product of the Working Group to Draft Human Rights Protections in International Supply Contracts, which is a unit of the American Bar Association Business Law Section. After identifying the problems, such as human trafficking and factory collapses as well as developing compliance obligations under federal, state, and foreign law, the report explains the difficulty of drafting legally effective clauses. Most of the issues result from the focus of established sales law on the conformity of the goods themselves rather than on the conditions under which the goods are made. Other issues stem from the tension between default remedies under sales law and the remedies that buyers and non-parties would prefer in the context of forced labor or other human rights violations. Accordingly, many clauses focus on warranty and remedies issues. In addition, disclaimers attempt to manage company risk by addressing theories of liability advanced in litigation (e.g., undertaking liability, peculiar risk doctrine, and third party beneficiaries). The contract clauses are drafted in the alternative so that they should work under the Uniform Commercial Code (UCC), as it is in effect in most of the US, and under the UN Convention on Contracts for the International Sale of Goods (CISG), which applies to many international sales of goods. Extensive annotations based on legal research explain the drafting choices made.","PeriodicalId":35814,"journal":{"name":"Business Lawyer","volume":null,"pages":null},"PeriodicalIF":0.0,"publicationDate":"2018-06-12","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"85356607","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: 1

The Corporate Agreement in the System of Sources of Corporate Relations Regulation 公司关系渊源制度中的公司协议规制

Business Lawyer Pub Date : 2016-03-03 DOI: 10.18572/1999-4788-2016-1-23-31

V. Laptev

引用次数: 1

Classifi cation of sources of the entrepreneurial law 创业法渊源的分类

Business Lawyer Pub Date : 2015-09-10 DOI: 10.18572/1999-4788-2015-3-57-64

V. Laptev

引用次数: 0

Putting Stockholders First, Not the First-Filed Complaint 把股东放在第一位，而不是先提起诉讼

Business Lawyer Pub Date : 2013-01-10 DOI: 10.2139/SSRN.2200499

L. Strine, Lawrence A. Hamermesh, Matthew C. Jennejohn

引用次数: 3

Causation by Presumption? Why the Supreme Court Should Reject Phantom Losses and Reverse Broudo 推定因果关系?为什么最高法院应该驳回幻影损失并撤销布鲁多案

Business Lawyer Pub Date : 2005-01-01 DOI: 10.2139/SSRN.648624

J. Coffee

{"title":"Causation by Presumption? Why the Supreme Court Should Reject Phantom Losses and Reverse Broudo","authors":"J. Coffee","doi":"10.2139/SSRN.648624","DOIUrl":"https://doi.org/10.2139/SSRN.648624","url":null,"abstract":"The Supreme Court is about to hear Dura Pharmaceuticals Inc. v. Broudo, a case in which the Ninth Circuit significantly liberalized the \"loss causation\" standards applicable to federal securities litigation. In response to a companion article by Professor Merritt Fox, which favors such a liberalization and even the abandonment of loss causation as a necessary element, Professor Coffee argues that any change in causation standards that permits a plaintiff to escape showing a decline in the security's stock market price attributable to the material misstatement or omission gives rise to perverse incentives, which would likely result in the award of phantom losses that may have been caused instead by other factors, such as a market bubble. More generally, he argues that the securities class action against the corporate defendant in cases of secondary market stock drops appears to serve little legitimate function, advancing neither compensatory nor deterrent ends. Instead, such actions against the corporation (as opposed to actions against gatekeepers, controlling persons or the corporation in the primary market setting) principally effect inefficient wealth transfers among largely diversified shareholders. Given the legal and other transaction costs involved, shareholders appear likely to be net losers from such actions. As a result, he concludes that further minimization of the causation requirement should await policy clarification of the role of the \"fraud on the market\" action against a non-trading issuer defendant.","PeriodicalId":35814,"journal":{"name":"Business Lawyer","volume":null,"pages":null},"PeriodicalIF":0.0,"publicationDate":"2005-01-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"76088321","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: 8

Should a Duty to the Corporation be Imposed on Institutional Shareholders 机构股东应该承担公司责任吗

Business Lawyer Pub Date : 2004-05-01 DOI: 10.2139/SSRN.546642

R. Karmel

{"title":"Should a Duty to the Corporation be Imposed on Institutional Shareholders","authors":"R. Karmel","doi":"10.2139/SSRN.546642","DOIUrl":"https://doi.org/10.2139/SSRN.546642","url":null,"abstract":"The common law principle that directors owe a primary duty to their corporation and a secondary duty to the shareholders of that corporation, has been gradually eroded by the federal securities laws so that directors are charged with owing duties to shareholders, with the corporation and other corporate constituents relegated to a lower status. Further, the shareholder primacy model has become the dominant model in scholarship theories with regard to the firm, although other models have been proposed and debated. Under the shareholder primacy model, shareholders are considered the \"owners\" of the corporation and therefore given rights at the expense of other corporation constituents. Although modern institutional investors do not behave like owners of corporate property, the shareholder primacy norm has been strengthened and reinforced by the Sarbanes-Oxley Act of 2002. Further, in the wake of recent corporate scandals, institutions have been demanding more rights, specifically more rights with respect to the nomination of corporate directors. In view of these demands, this Essay will inquire as to whether large shareholders should obtain any such rights without also acquiring duties to the corporations in which they invest and to other shareholders.","PeriodicalId":35814,"journal":{"name":"Business Lawyer","volume":null,"pages":null},"PeriodicalIF":0.0,"publicationDate":"2004-05-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"80814826","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: 39

Collapsing Corporate Structures: Resolving the Tension Between Form and Substance 崩溃的公司结构:解决形式与实质之间的紧张关系

Business Lawyer Pub Date : 2003-09-19 DOI: 10.2139/SSRN.436642

S. Schwarcz

{"title":"Collapsing Corporate Structures: Resolving the Tension Between Form and Substance","authors":"S. Schwarcz","doi":"10.2139/SSRN.436642","DOIUrl":"https://doi.org/10.2139/SSRN.436642","url":null,"abstract":"This article engages a fundamental question of corporate law: when is a corporate structure legitimate, and when should it be collapsed? Although this question arises in many contexts (such as substantive consolidation, piercing the corporate veil, and collapsing leveraged buyout transactions), it is becoming most urgent in the context of widespread but increasingly complex structured finance transactions, which often utilize multiple corporate entities as part of the overall structure. Judges and scholars have attempted to answer this question in isolated doctrinal contexts, but they have not seen the question as cutting across doctrines or attempted to formulate rules of general application, much less an overall theory from which to derive such rules. This failure leaves the law with unsettling ad hocery, which in turn creates uncertainty, inconsistency, and inefficiency on multiple levels. My article attempts to answer this question by synthesizing existing doctrine, applying economic and contract theory to the synthesis, and then testing the result against actual examples. The answer not only helps to explain and harmonize existing doctrine but also provides a conceptual framework for developing future judicial doctrine and legislative initiatives.","PeriodicalId":35814,"journal":{"name":"Business Lawyer","volume":null,"pages":null},"PeriodicalIF":0.0,"publicationDate":"2003-09-19","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"80799069","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: 9

Commercial Trusts as Business Organizations: Unraveling the Mystery 商业信托作为商业组织:揭开奥秘

Business Lawyer Pub Date : 2003-01-02 DOI: 10.2139/SSRN.319802

S. Schwarcz

引用次数: 19

"Wells Submissions" to the SEC as Offers of Settlement Under Federal Rule of Evidence 408 and Their Protection from Third-Party Discovery 根据《联邦证据规则》第408条及其对第三方发现的保护，“Wells提交给SEC的和解协议”

Business Lawyer Pub Date : 2002-11-01 DOI: 10.2307/1123663

Joshua A. Naftalis

引用次数: 4

Understanding Enron: It's About the Gatekeepers, Stupid 了解安然:这是关于守门人的，笨蛋

Business Lawyer Pub Date : 2002-07-30 DOI: 10.2139/SSRN.325240

J. Coffee, J. Coffee

引用次数: 303