American Business Law Journal最新文献_第8页

Legal Transplants, Law Books, and Anglo-American Corporate Fiduciary Duties 法律移植、法律书籍与英美公司受托责任

IF 1.2 3区社会学

American Business Law Journal Pub Date : 2020-11-07 DOI: 10.2139/SSRN.3726613

Victoria Barnes

引用次数: 0

The Quality of Information Provided by Dual-Class Firms 双层企业提供的信息质量

IF 1.2 3区社会学

American Business Law Journal Pub Date : 2020-10-29 DOI: 10.1111/ablj.12167

Dov Solomon, Rimona Palas, Amos Baranes

{"title":"The Quality of Information Provided by Dual-Class Firms","authors":"Dov Solomon, Rimona Palas, Amos Baranes","doi":"10.1111/ablj.12167","DOIUrl":"10.1111/ablj.12167","url":null,"abstract":"When Google went public with a dual-class capital structure in which shares owned by the founders confer greater voting rights than shares issued to public investors, its cofounders, Larry Page and Sergey Brin, promised to provide investors with high-quality information about the company. Using the words of Warren Buffett, the chairman and CEO of Berkshire Hathaway, another dual-class firm, they promised shareholders, “We won’t ‘smooth’ quarterly or annual results: If earnings figures are lumpy when they reach headquarters, they will be lumpy when they reach you.” Page, Brin, and Buffett definitely understood the importance of quality information to their investors, especially in dual-class structures. But do dual-class companies really provide investors with credible financial information? Contrary to the assumption of agency theory that dual-class firms are less transparent, we find empirically that these companies do provide credible information to their investors. Our results suggest that the quality of financial reports, as measured by their ability to predict change in future earnings, is higher for dual-class companies than for their single-class counterparts. These findings may be explained by the unique relations created in dual-class firms in which the founders provide investors with higher-quality information in exchange for superior voting rights. The article contributes to the heated debate about the transparency of dual-class companies by providing policy makers with important insights on the quality of information provided by these companies. Our findings suggest that there is no need for stricter regulation with regard to disclosure of financial information by dual-class firms.","PeriodicalId":54186,"journal":{"name":"American Business Law Journal","volume":"57 3","pages":"443-486"},"PeriodicalIF":1.2,"publicationDate":"2020-10-29","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://sci-hub-pdf.com/10.1111/ablj.12167","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"43784491","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":3,"RegionCategory":"社会学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 3

The Trouble with Boycotts: Can Fossil Fuel Divest Campaigns Be Prohibited? 抵制的麻烦：化石燃料潜水活动可以被禁止吗？

IF 1.2 3区社会学

American Business Law Journal Pub Date : 2020-10-29 DOI: 10.1111/ablj.12168

Inara Scott

{"title":"The Trouble with Boycotts: Can Fossil Fuel Divest Campaigns Be Prohibited?","authors":"Inara Scott","doi":"10.1111/ablj.12168","DOIUrl":"https://doi.org/10.1111/ablj.12168","url":null,"abstract":"Organizations like 350.org, Insure Our Future, and DivestInvest are leading campaigns to urge boycott and divestment from fossil fuels as a means to address climate change. Increasingly, they are finding success, from individual consumers to massive pension and sovereign wealth funds. However, as organized group boycotts, divest campaigns may be vulnerable to prosecution under antitrust law. This article explores the likelihood of success in such a case, considering the history of the legal treatment of organized boycotts, the scope and purpose of antitrust law, and the possible application of the First Amendment to the divestment context. The article finds that fossil fuel boycotts straddle a number of contradictory characteristics, making application of existing theories inadequate. In particular, existing precedent protects political boycotts, but not those with primarily economic objectives, and fails to definitively address whether a noncompetitive actor may undertake concerted action under antitrust law. In the context of climate change, where the political is economic, and political goals may seek significant economic changes (such as undermining an entire industry), existing theories may lead to a result that threatens both free expression and the health of the planet. The essential flexibility of the Sherman Act, however, provides room for protection of political activity, even where the ultimate objective is economic in nature.","PeriodicalId":54186,"journal":{"name":"American Business Law Journal","volume":"57 3","pages":"537-591"},"PeriodicalIF":1.2,"publicationDate":"2020-10-29","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://sci-hub-pdf.com/10.1111/ablj.12168","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"71986373","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":3,"RegionCategory":"社会学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 0

Legal Entrepreneurship and the Strategic Virtues of Legal Uncertainty 法律创业与法律不确定性的战略美德

IF 1.2 3区社会学

American Business Law Journal Pub Date : 2020-10-29 DOI: 10.1111/ablj.12169

Justin W. Evans, Anthony L. Gabel

{"title":"Legal Entrepreneurship and the Strategic Virtues of Legal Uncertainty","authors":"Justin W. Evans, Anthony L. Gabel","doi":"10.1111/ablj.12169","DOIUrl":"10.1111/ablj.12169","url":null,"abstract":"The field of law and strategy (LAS) has advanced our understanding of the law's role in competitive advantage. To date, however, LAS has neglected low rule of law environments—countries characterized by expansive degrees of legal uncertainty. LAS should account for these settings, too, since environmental uncertainty is a strategically significant factor for any company. This article situates the strategic relevance of legal uncertainty in the Chinese context and fills an important gap by illustrating how LAS principles apply in low rule of law jurisdictions. Specifically, this article develops the construct of legal entrepreneurship—the notion that attorneys may apply an entrepreneurial mind-set and skill set to position the client favorably and legitimately within the uncertainties of the legal landscape, thereby creating legal competitive advantages for the client. Drawing upon interviews with expert attorneys and executives, this article presents a typology of legal strategies available to U.S. companies in China, uniquely modeling these approaches along the two fundamental dimensions of legal strategy. Additionally, this article identifies two basic types of legal uncertainty in the cross-border context and offers guidelines for the exercise of legal entrepreneurship. Together, these arguments demonstrate that legal entrepreneurship is an empirically viable construct within the LAS project. In low rule of law jurisdictions that have embraced foreign enterprise, legal entrepreneurship will generally optimize the American company's pursuit of both legal value creation and legal risk management.","PeriodicalId":54186,"journal":{"name":"American Business Law Journal","volume":"57 3","pages":"593-646"},"PeriodicalIF":1.2,"publicationDate":"2020-10-29","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://sci-hub-pdf.com/10.1111/ablj.12169","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"46286430","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":3,"RegionCategory":"社会学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 4

Anticompetitive Employment 反竞争性就业

IF 1.2 3区社会学

American Business Law Journal Pub Date : 2020-10-29 DOI: 10.1111/ablj.12166

Gregory Day

{"title":"Anticompetitive Employment","authors":"Gregory Day","doi":"10.1111/ablj.12166","DOIUrl":"https://doi.org/10.1111/ablj.12166","url":null,"abstract":"Scholars, antitrust agencies, and policy makers have historically paid little attention to anticompetitive practices in labor markets. This was largely due a misconception that antitrust law is meant to govern conventional markets in which goods and services trade, rather than govern labor markets. Antitrust law may also offer a poor remedy to redress employers who enter no-poaching agreements or otherwise impair competition. The primary tension involves antitrust's purpose, which is to promote “consumer welfare.” To identify whether conduct eroded consumer welfare, courts tend to scrutinize whether prices increased. But here, lessening wages can enable firms to sell goods at cheaper prices, benefiting consumers. Another issue is that the typical restraint affects only a smattering of workers instead of lessening wages throughout the greater market. This article uses empirical analyses to show that antitrust should promote labor's welfare as it does consumer welfare, and it argues that enforcement must condemn labor cartels as per se illegal. The research demonstrates that labor cartels are more pernicious than restraints in product markets, as employers can lessen wages with less effort than in product markets. Antitrust should even proscribe no-poaching agreements formed for a legitimate purpose (e.g., to protect trade secrets) because employers could have achieved the same goals using less coercive means; the noncompete agreement, at least, provides labor with a semblance of notice and bargaining power without drawing antitrust scrutiny. The prohibition of labor cartels would thus promote competition and consumer welfare, especially in minimum wage labor markets.","PeriodicalId":54186,"journal":{"name":"American Business Law Journal","volume":"57 3","pages":"487-535"},"PeriodicalIF":1.2,"publicationDate":"2020-10-29","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://sci-hub-pdf.com/10.1111/ablj.12166","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"71986374","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":3,"RegionCategory":"社会学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 0

An Empirical Study of Patent Grant Rates as a Function of Race and Gender 专利授予率与种族和性别关系的实证研究

IF 1.2 3区社会学

American Business Law Journal Pub Date : 2020-07-20 DOI: 10.1111/ablj.12159

W. Michael Schuster, R. Evan Davis, Kourtenay Schley, Julie Ravenscraft

引用次数: 0

Case Baiting 案件诱饵

IF 1.2 3区社会学

American Business Law Journal Pub Date : 2020-07-20 DOI: 10.1111/ablj.12160

Kathryn Kisska-Schulze, Corey Ciocchetti, Ralph Flick

{"title":"Case Baiting","authors":"Kathryn Kisska-Schulze, Corey Ciocchetti, Ralph Flick","doi":"10.1111/ablj.12160","DOIUrl":"10.1111/ablj.12160","url":null,"abstract":"In 2014, New Jersey passed the Sports Wagering Act, permitting sports betting at state casino and racetrack venues, in direct conflict with the federal Professional and Amateur Sports Protection Act. In 2017, South Dakota passed Senate Bill 106, requiring that certain e-commerce retailers collect and remit sales tax, in violation of federal law. The two U.S. Supreme Court decisions arising from challenges to these state statutes—South Dakota v. Wayfair and Murphy v. NCAA—exemplify U.S. Supreme Court “case baiting.” Case baiting is a tactic states implement to challenge federal directives by passing state legislation that directly conflicts with federal law to lure the Court into granting certiorari and ruling in their favor. This article argues that South Dakota's and New Jersey's triumphs pave the way for other jurisdictions to pursue similar strategies across multiple legal issues such as abortion restrictions and immigration law. In addition, this article suggests that case baiting invites further scholarly exploration of important policy considerations, including the use of this tactic as a novel approach to the application of law and strategy, whether case baiting promotes the Court's progression toward a more quasi-legislative role, and whether passing conflict legislation violates state legislators’ oaths of office.","PeriodicalId":54186,"journal":{"name":"American Business Law Journal","volume":"57 2","pages":"321-381"},"PeriodicalIF":1.2,"publicationDate":"2020-07-20","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://sci-hub-pdf.com/10.1111/ablj.12160","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"48874528","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":3,"RegionCategory":"社会学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 0

Squeezing linkLine: Rethinking Recoupment in Price Squeeze Cases 挤压链接线：价格挤压案例中的回溯再思考

IF 1.2 3区社会学

American Business Law Journal Pub Date : 2020-07-20 DOI: 10.1111/ablj.12165

Patrick Kennedy

引用次数: 1

Enhancing Rescue in Chapter 11: Lessons from Reform Efforts in the United Kingdom 第十一章加强救助:英国改革的经验教训

IF 1.2 3区社会学

American Business Law Journal Pub Date : 2020-07-20 DOI: 10.1111/ablj.12158

Robert J. Landry III

{"title":"Enhancing Rescue in Chapter 11: Lessons from Reform Efforts in the United Kingdom","authors":"Robert J. Landry III","doi":"10.1111/ablj.12158","DOIUrl":"10.1111/ablj.12158","url":null,"abstract":"This is a dynamic time for insolvency law. Many jurisdictions have made or are considering reforms to their insolvency regimes. The United Kingdom has proposed a new standalone restructuring mechanism that incorporates many attributes of Chapter 11, including a cross-class cram down and the absolute priority rule. A distinctive feature of the UK proposal is the infusion of judicial discretion permitting courts to deviate from the absolute priority rule. This discretion is not permitted in the United States. This judicial discretion addresses a key problem with the application of the absolute priority rule in the United States—it may serve as an impediment to reorganization. This impediment is exacerbated by the recent U.S. Supreme Court decision, Czyzewski v. Jevic Holding Corp., which impacts the effective use of Chapter 11 rescue tools. This article explores the absolute priority rule, the problems associated with it, and the effect of Jevic in the United States. Drawing on the UK reform proposal, I argue that the United States should implement reforms that infuse judicial discretion into the application of the absolute priority rule. Doing so will facilitate the underlying policy goal of rescuing the company in Chapter 11 and also promote a broader policy goal of rescuing the business.","PeriodicalId":54186,"journal":{"name":"American Business Law Journal","volume":"57 2","pages":"227-279"},"PeriodicalIF":1.2,"publicationDate":"2020-07-20","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"https://sci-hub-pdf.com/10.1111/ablj.12158","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"46897489","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":3,"RegionCategory":"社会学","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 0

The Trouble with Boycotts: Can Fossil Fuel Divest Campaigns Be Prohibited? 抵制的麻烦：化石燃料潜水活动可以被禁止吗？

IF 1.2 3区社会学

American Business Law Journal Pub Date : 2020-04-15 DOI: 10.2139/ssrn.3593934

Inara K. Scott

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引用次数: 1