[{"id": "cblr-10937", "words": "20998", "extension": ".pdf", "flesch": "48", "author": "Cheng, Pangyue", "title": "Institutional Investors in China: Problems and Prospects", "date": "2023", "keywords": "business; ccp; central; centre; china; china securities; co.; columbia; company; controlling; corporations; enterprises; funds; governance; institutional; investment; investor services; investors; law; ltd; majority; management; managers; minority; minority investors; minority piis; minority state; note; ownership; piis; poes; review; securities; securities investor; services; shareholder; shares; siis; soes; state; supra", "summary": "The second lesson is that, in investigating whether minority institutional investors are passive or active in concentrated ownership jurisdictions, it is necessary to analyze SOEs, but insufficient; POEs and strategic investor enterprises should also be examined. Further, the China State Development and Investment Group Company has launched a large number of investment funds to meet national strategic goals.161 It established an investment fund, the \u201cAdvanced Manufacturing Industry Investment,\u201d in partnership with other SIIs, such as the Industrial and Commercial Bank of China, in order to invest in a large number of POEs in the advanced manufacturing sector.162 2. SOE Funds: Active Participation to Protect State Assets SOEs are authorized by the State Council to set up funds to invest in POEs and become minority institutional investors in them.163 In order to align the investments of these SOE funds with national interests, the SASAC has set up a Fund Coordination Leading Group to guide and coordinate these institutional investors through regular meetings.164 However, the Fund Coordination Leading Group does not interfere with the specific investment decisions and engagement actions of those minority SIIs, which generally rest on market-based considerations that do not require approval from the state.165 161 \u201cJijin Guojiadui\u201d Jinhuashi (\u201c\u57fa\u91d1\u56fd\u5bb6\u961f\u201d\u8fdb\u5316\u53f2)", "mime": "application/pdf"}, {"id": "cblr-10939", "words": "25249", "extension": ".pdf", "flesch": "51", "author": "Shapira, Roy", "title": "Mission Critical ESG and the Scope of Director Oversight Duties ", "date": "2023", "keywords": "board; boeing; business; caremark; case; claim; climate; columbia; companies; company; corporate; courts; cybersecurity; del; delaware; directors; duties; esg; esg risks; framework; governance; issues; law; liability; litigation; mission; note; oversight; reputation; rev; review; risk; risk oversight; section; shareholders; supra; supra note; vol", "summary": "The question then becomes how shareholders can hold directors accountable for ESG risk oversight. This trend toward incorporating ESG risk oversight into Caremark\u2019s scope should not come as a surprise when considering the rationale behind Caremark.", "mime": "application/pdf"}, {"id": "cblr-10940", "words": "19880", "extension": ".pdf", "flesch": "41", "author": "Shaner, Megan Wischmeier", "title": "Corporate Resiliency and Relevancy in the Private Ordering Era", "date": "2023", "keywords": "amendments; business; business law; bylaws; class; contract; contract law; corporate; corporation; corporation law; courts; del; delaware; entity; era; fisch; form; freedom; governance; law; ordering; public; resiliency; rev; role; shareholder; state; supra note; theory; view", "summary": "To date, corporate private ordering is largely the product of efforts by management and a select segment of the public shareholder base. L. 845, 855\u201360 (2008) (describing mandatory features of Delaware corporate law).", "mime": "application/pdf"}, {"id": "cblr-10941", "words": "27401", "extension": ".pdf", "flesch": "54", "author": "Wansley, Matthew T.", "title": "Moonshots", "date": "2023", "keywords": "argo; avs; business; capital; carveout; columbia; companies; company; cruise; driving; employees; equity; fund; information; innovation; investments; investors; law; managers; market; moonshots; new; parent; problem; project; public; review; shareholders; startup; stock; structure; subsidiary; supra note; technology; term; time; value; vcs; venture; venture carveout; vol; waymo", "summary": "Cruise\u2019s outside investors include public companies that want access to private information about AV technology and institutional investors interested in a long-term bet. The Short-Termism Debate In public companies, managers act as agents of the shareholders.", "mime": "application/pdf"}, {"id": "cblr-10942", "words": "16721", "extension": ".pdf", "flesch": "53", "author": "Epstein, Ella", "title": "The Need for Dignitary Justice for Tort Creditors in Chapter 11 Bankruptcy", "date": "2023", "keywords": "bankruptcy; business; case; chapter; columbia; committees; court; creditors; debtor; dignitary; dignity; justice; law; mass; note; plan; process; professor; public; purdue; releases; rev; supra; supra note; system; tort; tort creditors; victims", "summary": "ONLINE 53, 63 (2022) (\u201cA small pool of professionals manages the universe of mass tort bankruptcy cases, and the process is characterized by repeat players.\u201d). The tactic has grown increasingly popular over the decades: in the words of one major New York law firm, we are in a \u201cnew era of mass tort bankruptcies.", "mime": "application/pdf"}, {"id": "cblr-10943", "words": "11949", "extension": ".pdf", "flesch": "48", "author": "Jang, Justin (Young Seok)", "title": "The Doctor Knows Best?: Reconsidering the Role of Expert Discretion in the False Claims Act", "date": "2023", "keywords": "act; circuit; claims; element; ex rel; expert; falsity; fca; fraud; government; rel; scienter; standard; states; states ex; tam; united; united states", "summary": "However, the Ninth Circuit overruled 65 Id. (\u201cSo, regarding FCA falsity, we reject the objective falsehood standard. Instead, we hold that for purposes of FCA falsity, a claim may be \u2018false\u2019 under a theory of legal falsity, where it fails to comply with statutory and regulatory requirements.\u201d).", "mime": "application/pdf"}, {"id": "cblr-10944", "words": "12577", "extension": ".pdf", "flesch": "53", "author": "Kapoor, Neal", "title": "Direct Listings and the Tracing Doctrine: Why Congress or the SEC Must Intervene", "date": "2023", "keywords": "act; blockchain; congress; court; direct; liability; listing; pirani; registration; section; securities; security; shares; slack; statement; tracing", "summary": "Any person who acquired Slack shares through its direct listing could do so only because of the effectiveness of its registration statement.100 94 Id. at 379. DIRECT LISTINGS AND THE TRACING DOCTRINE 1027 1.", "mime": "application/pdf"}, {"id": "cblr-10945", "words": "9743", "extension": ".pdf", "flesch": "49", "author": "Mainous, Ryan W.", "title": "The SEC\u2019s VIE Problem: Why the Agency\u2019s Approach Contradicts Its Rhetoric", "date": "2023", "keywords": "business; china; chinese; companies; company; disclosure; information; investors; law; note; retail; risks; sec; securities; structure; supra; supra note; u.s; vie", "summary": "61 Id. 62 Sutter, supra note 9 (\u201cVIE arrangements appear to have no definitive legal standing in China, which may leave U.S. investors without recourse.\u201d). THE SEC\u2019S VIE PROBLEM 1079 Accountable Act (\u201cHFCAA\u201d).83 In principle, the PCAOB should oversee the audits for all companies listed in the United States;84 however, the Chinese government has prohibited the PCAOB from inspecting auditors based in China and Hong Kong.85 Because the PCAOB is unable \u201cto confirm the financial health of U.S.-listed Chinese firms,\u201d Congress felt that U.S. investors in those firms may be exposed to material risks.86 As such, Congress passed the HFCAA last year, which will prohibit trading in an issuer\u2019s stock if a foreign jurisdiction prevents the PCAOB from \u201cinspecting the company\u2019s audit firm for three consecutive years.", "mime": "application/pdf"}, {"id": "cblr-10946", "words": "16459", "extension": ".pdf", "flesch": "48", "author": "Waldock, Katherine", "title": "Fighting Fire with Fire: Bankruptcy Committees in the Age of Hostile Restructurings", "date": "2023", "keywords": "assets; bankruptcy; business; cases; chapter; claims; code; columbia; committee; creditors; debtor; duties; fiduciary; fire; firms; funds; hedge; law; litigation; members; note; official; review; section; supra; trustee; value", "summary": "Unsecured creditors who have a lot to contribute by way of litigation sophistication are less capable than other unsecured creditors of taking action. Not only do they offer other unsecured creditors the chance at a higher recovery through settlements or damage awards, they also police transactions that harm creditors prior to bankruptcy, potentially discouraging those transactions ex ante and benefitting credit markets as a whole.7 For Official Committee members to be effective enforcers of creditor rights, however, it is important for them to have experience with litigation.", "mime": "application/pdf"}, {"id": "cblr-11893", "words": "11683", "extension": ".pdf", "flesch": "48", "author": "Rooney, William H.; Lee, Colin; Payne, Amanda M.", "title": "Taking Innovation Seriously: A Dynamic Competition Model for Antitrust Law ", "date": "2023", "keywords": "burden; business; case; competition; court; guidelines; inc; innovation; law; market; merger; merger guidelines; product; supply", "summary": "The current antitrust framework, as illustrated by merger law and the agency guidelines that bear on that law, emphasizes static, demand-side conditions in defining markets and assessing likely anticompetitive effects. [Vol. 2023 \u201cDynamic Competition Model\u201d (\u201cDCM\u201d) presented by Professor David Teece in the 2022 William Howard Taft Lecture holds that, from the perspective of economics, innovation is a, if not the, primary engine that drives competition.2 The purpose of this Introduction is to explore how antitrust law could consider innovation more centrally in defining markets and assessing competitive effects within the burden-shifting mechanisms that apply to merger and rule of reason analyses.", "mime": "application/pdf"}, {"id": "cblr-11896", "words": "7852", "extension": ".pdf", "flesch": "45", "author": "Chipty, Tasneem", "title": "Are We Not Taking Innovation Seriously? A Discussion of the 2022 Howard Taft Lecture", "date": "2023", "keywords": "business; competition; firms; ftc; innovation; market; merger; meta; potential; products; professor; qualcomm; tech; teece", "summary": "[Vol. 2023 the merger, Meta would enter with a future product that would compete with Within\u2019s product.47 Professor Teece also observes that the traditional focus of competition analysis on antitrust markets (a collection of substitute products) may be misplaced because non-substitute products within an ecosystem might facilitate future head-to- head competition.48 Thus, Professor Teece suggests that an appropriate unit of analysis may be the ecosystem, not a market.49 B. A DISCUSSION OF THE 2022 HOWARD TAFT LECTURE Tasneem Chipty* A growing body of research papers, speeches, and litigation challenges focused on innovation competition suggests that antitrust practitioners are taking innovation seriously.", "mime": "application/pdf"}, {"id": "cblr-11897", "words": "22103", "extension": ".pdf", "flesch": "50", "author": "Atkinson, Nathan", "title": "Corporate Liability, Collateral Consequences, and Capital Structure", "date": "2023", "keywords": "agreement; assets; business; capital; cases; cash; collateral; consequences; criminal; current; financial; fine; firms; hynix; law; liabilities; liability; market; officials; olympic; penalty; section; states; structure; total; united; value", "summary": "However, the vast majority of corporate fines are wholly or partially civil in nature. Moreover, the total monetary value of corporate civil fines far outstrips the total monetary value of all corporate criminal fines.", "mime": "application/pdf"}, {"id": "cblr-11898", "words": "14405", "extension": ".pdf", "flesch": "52", "author": "Alon-Beck, Anat; Livingstone, John", "title": "Mythical Unicorns and How to Find Them: The Disclosure Revolution", "date": "2023", "keywords": "act; business; capital; companies; company; disclosure; equity; firms; investors; ipo; jobs; law; markets; number; passage; public; record; review; sec; section; securities; shareholders; stock; unicorns", "summary": "Section 12(g) and the associated SEC rules set a two- part threshold for private companies. They are capable of raising large sums of capital, something normally only done by public companies, while avoiding the costs associated with our disclosure regime.", "mime": "application/pdf"}, {"id": "cblr-11900", "words": "40291", "extension": ".pdf", "flesch": "56", "author": "Menand, Lev; Younger, Joshua", "title": "Money and the Public Debt: Treasury Market Liquidity as a Legal Phenomenon", "date": "2023", "keywords": "assets; balance; bank; banking; board; business; capital; columbia; comm; credit; data; dealers; debt; econ; fed; federal; federal reserve; financial; government; government securities; governors; interest; law; leverage; liquidity; market; monetary; money; money market; n.y; new; note; open; policy; public; repo; report; reserve; reserve bank; review; risk; rsrv; securities; securities market; supra; system; time; total; treasuries; treasury; treasury debt; treasury market; treasury securities; u.s; vol; war; york", "summary": "As a result, numerous dealers (preferentially from \u201clarge organizations\u201d) had \u201cno problem in obtaining all of the credit needed from money market banks (even in periods of money stringency).\u201d In March of 2020, as the COVID- 19 pandemic spread, Treasury markets became so impaired that simple transactions were difficult (if not impossible) to execute.6 Prices dropped rapidly even as investors moved toward, not away from, low-risk assets.", "mime": "application/pdf"}, {"id": "cblr-11901", "words": "14459", "extension": ".pdf", "flesch": "39", "author": "Rolston, Eric", "title": "Regulating Democratized Finance: Cryptocurrency, Retail Broker-Dealers and the SEC's Regulatory Perimeter", "date": "2023", "keywords": "access; agency; assets; authority; broker; cryptocurrencies; dealers; finance; financial; fintech; investors; law; market; market access; new; note; products; regulations; retail; risks; sec; securities; supra", "summary": "No. 1] REGULATING DEMOCRATIZED FINANCE 517 Investors face transaction costs including from compliance with market regulations and intermediation costs (costs to find counterparties through market makers).140 These costs decrease with scale so larger institutions have traditionally been better able to bear such costs than retail investors. The SEC\u2019s approach to enforcing violations of securities fraud in new markets illustrates how SEC regulations encourage market participation.", "mime": "application/pdf"}, {"id": "cblr-11902", "words": "17752", "extension": ".pdf", "flesch": "59", "author": "White, Maddie", "title": "An Empirical Analysis of SEC Rule 6C-11's Impact on the Usage of Heartbeat Trades by Exchange-Traded Funds", "date": "2023", "keywords": "6c-11; 852(b)(6; baskets; custom; etfs; funds; gains; heartbeat; heartbeat trades; impact; investment; kind; law; rule; rule 6c-11; sec; sec rule; securities; shares; supra note; tax; trades; usage; use", "summary": "Heartbeat Trade Definition To identify heartbeat trades, I follow the methodology used by Moussawi, Shen and Velthuis in their forthcoming paper on ETF heartbeat trades and tax efficiency.145 This method uses fund flow, a measure of the net assets that flow in or out of an ETF each day through the creation and redemption process.146 Flow data can be used to identify heartbeat trades since a heartbeat trade is characterized by a large inflow of capital followed by a large matching outflow in the following days.147 In applying this method, I calculate the flow of a fund on a given day, t, as: \ud835\udc53\ud835\udc59\ud835\udc5c\ud835\udc64 = (\ud835\udc60\u210e\ud835\udc4e\ud835\udc5f\ud835\udc52\ud835\udc60 \ud835\udc5c\ud835\udc62\ud835\udc61\ud835\udc60\ud835\udc61\ud835\udc4e\ud835\udc5b\ud835\udc51\ud835\udc56\ud835\udc5b\ud835\udc54! Heartbeat trades differ from day-to-day creation and redemption activity because they are not driven by APs seeking to redeem shares to engage in the arbitrage mechanism used to keep ETF prices aligned with their NAVs.234 Instead, heartbeat trades are used to facilitate portfolio rebalances without triggering taxes.235 Unlike 229 See supra note 196. 230 INV.", "mime": "application/pdf"}, {"id": "cblr-1208", "words": "8687", "extension": ".pdf", "flesch": "55", "author": "Morgenstern, Saul P.; Pergament, Adam M", "title": "Commentary: \u201cApplying the Rule of Reason in the Post-Actavis World\u201d", "date": "2018", "keywords": "actavis; court; generic; litigation; patent; payment; reason; reverse; rule; settlement", "summary": "But the Court rejected the FTC\u2019s position that reverse payment settlement agreements are presumptively unlawful and subject to review under the \u201cquick look\u201d test.20 Instead, under Actavis, courts must scrutinize reverse payment settlement agreements under the \u201cRule of Reason. In FTC v. Actavis, 133 S. Ct. 2223 (2013), the Supreme Court held that in cases challenging alleged \u201creverse payment\u201d settlements of patent litigation arising in the context of the Hatch-Waxman Act, the Rule of Reason applies\u2014no per se rules, no quick look, no shortcuts.", "mime": "application/pdf"}, {"id": "cblr-1210", "words": "6681", "extension": ".pdf", "flesch": "59", "author": "Carrier, Michael A.", "title": "Lecture: The Rule of Reason in the Post-Actavis World", "date": "2018", "keywords": "actavis; analysis; court; law; lecture_argument_final; patent; payment; pipe; reason; rule; supreme", "summary": "RULE OF REASON Throughout the twentieth century, antitrust courts varied in the robustness of the economic analysis they applied. (the \u201cproblematic aspect\u201d of reverse payment settlements is that \u201cthey raise a strong inference that the parties believed ex ante that there was a significant chance that the patent was invalid\u201d).", "mime": "application/pdf"}, {"id": "cblr-1212", "words": "7728", "extension": ".pdf", "flesch": "55", "author": "Rooney, William H.; Fleming, Timothy G.", "title": "William Howard Taft, the Origin of the Rule of Reason, and the Actavis Challenge", "date": "2018", "keywords": "antitrust; court; introduction; law; patent; payment; reason; restraint; rule; supreme; taft", "summary": "have produced nothing but glittering generalities and have offered no line of distinction or rule of action as definite and as clear as that which the Supreme Court itself lays down in enforcing the statute. The defendants argued that the Sherman Act \u201cwas not intended to reach any agreements that were not void and unenforceable at common law\u201d and that defendants\u2019 agreement would not violate the common law and was therefore beyond antitrust scrutiny.7 As Taft noted in Addyston Pipe, however, a then-recent Supreme Court case, United States v. Trans-Missouri Freight Ass\u2019n, \u201cheld that contracts in restraint of interstate transportation were within the statute, whether the restraints would be regarded as reasonable at common law or not.", "mime": "application/pdf"}, {"id": "cblr-1213", "words": "28043", "extension": ".pdf", "flesch": "51", "author": "Tucker, Anne M.; Van Den Toom, Holly", "title": "Will Swing Pricing Save Sedentary Shareholders?", "date": "2018", "keywords": "asset; blockchain; business; columbia; comment; costs; dilution; fees; fund; fund industry; fund shareholders; intermediaries; investment; investors; law; letter; liquidity; management; market; mutual; nav; portfolio; price; pricing rules; redemption; retirement; review; rules; rules supra; sec; securities; shareholders; supra note; swing factor; swing pricing; swing threshold; trading; transaction; tucker_vandentoorn_final; u.s; vol", "summary": "See also id. at 82108 (requiring swing pricing funds to designate an officer responsible for administering the policy). [Vol. 2018 c. Compliance Costs & Priority Participating swing pricing funds face significant imple- mentation costs.", "mime": "application/pdf"}, {"id": "cblr-1214", "words": "21102", "extension": ".pdf", "flesch": "51", "author": "Griffin, Caleb N.", "title": "The Hidden Cost of M&A", "date": "2018", "keywords": "activity; benefit; consumers; effects; efficiency; fund; gains; griffin_final; hedge; increases; interests; law; m&a; m&a activity; market; market power; maximization; mergers; norm; note; power; price; rev; shareholder; shareholder wealth; stock; supra; wealth; wealth maximization", "summary": "THE HIDDEN COST OF M&A 79 Social Responsibility of Business Is to Increase Its Profits.21 The American Law Institute\u2019s Principles of Corporate Govern- ance, meanwhile, uses both the terms corporate profit and shareholder gain, stating \u201ca corporation . . Stock market event studies routinely find shareholder gains from mergers, at least in the short term, seemingly corroborating the efficient-merger hypothesis.", "mime": "application/pdf"}, {"id": "cblr-1215", "words": "15984", "extension": ".pdf", "flesch": "54", "author": "Pouliot, Darren", "title": "A Trinity of Interpretations: Finding the Current Status of the SEC\u2019s Significant Social Policy Exception", "date": "2018", "keywords": "14a-8(i)(7; 14h; action; analysis; bulletin; business; company; division; exception; issues; model; policy; policy exception; pouliot_final; proposals; proxy; rule; sec; trinity", "summary": "Part II describes the proxy process as a mechanism for voting on shareholder proposals and the rel- evant rules and procedures. The proxy card will list the items to be voted on at the meeting, including shareholder proposals made under Rule 14a-8.", "mime": "application/pdf"}, {"id": "cblr-1216", "words": "11093", "extension": ".pdf", "flesch": "58", "author": "Nadler, Samuel", "title": "Federal Fiduciary Duties and Private Equity: The Search for Workable Standards", "date": "2018", "keywords": "act; advisers; blackstone; capital; duties; equity; fiduciary; funds; iaa; investment; investment advisers; kkr; law; limited; nadler_final; partners; sec", "summary": "See also David Henry Disraeli, Securi- ties Act Release No. 8880, Exchange Act Release No. 57027, 2007 WL 9382543 (Dec. 21, 2007); Michael Flanagan, Release No. 160, 2000 WL 98210 (ALJ Jan. 31, 2000) (supporting the proposition that Capital Gains recognized an existence of federal fiduciary duties). Thus, federal fiduciary duties, like those imposed through Delaware law, can change the incentives to act or em- bark on certain business endeavors that, ex ante, both general partners and limited partners want to pursue.", "mime": "application/pdf"}, {"id": "cblr-1217", "words": "15364", "extension": ".pdf", "flesch": "43", "author": "Brasher, Elizabeth", "title": "Addressing the Failure of Anonymization: Guidance from the European Union\u2019s General Data Protection Regulation", "date": "2018", "keywords": "anonymization; brasher_final; collection; consumer; data; data protection; data subjects; european; failure; ftc; gdpr; hipaa; identification; information; law; laws; note; pii; privacy; risk; states; supra; u.s; union", "summary": "This approach both strikes a balance between data privacy and data utility, and affords data subjects the benefit of anonymity in addition to statutory protections ranging from choice to transparency. Finally, Part IV will conclude that the United States should embrace a framework similar to the European Union\u2019s by introducing the concept of pseudonymization into its data protection laws\u2014an approach that artfully balances data privacy with data utility, and affords data subjects the benefit of quasi- anonymity as well as a range of statutory privacy protections.", "mime": "application/pdf"}, {"id": "cblr-12478", "words": "29296", "extension": ".pdf", "flesch": "48", "author": "Hill, Claire; Nili, Yaron", "title": "Independence Reconceived", "date": "2024", "keywords": "agency; board; board independence; business; business law; caremark; cases; ceo; columbia; committee; company; compliance; corporate; corporation; costs; deference; del; director independence; directors; financial; firm; governance; independence; law; law review; litig; management; managerial; managers; monitoring; note; performance; review; shareholders; supra; supra note; ties; vol", "summary": "[Vol. 2023 there is evidence that having a majority of independent directors on a board of directors does not result in more effective monitoring.151 While a few studies have found a positive correlation, noting that director independence is linked to better financial performance or outcomes for shareholders when compared to companies with less director independence,152 other studies have found the opposite: director independence is negatively correlated with a company\u2019s financial success.153 This negative correlation might reflect that a firm with more independent directors necessarily has fewer insider directors, and that insiders are best at other board functions, advising, providing institutional memory, and networking, such that what the firm gains in monitoring it more than loses in the value of the advice it now does not get.154 Relatedly, perhaps the firm gains in some independence & firm performance); Bhagat & Black, supra note 50, at 235 (\u201cFurthermore, even if firms perform better on some tasks when they have a majority of independent directors, it is not clear that having a supermajority (substantially more than 50%) of independent directors will further improve board performance.\u201d). No. 2] INDEPENDENCE RECONCEIVED 609 aspects of the requirements of the audit committee,88 the NYSE and NASDAQ stock exchanges amended their listing requirements to mandate that a majority of the members of the board of directors of listed companies be independent of management and that each member of the nominating committee be independent.89 The NYSE further implemented other changes, such as a \u201cfinancial literacy\u201d requirement of independent directors on the audit committee, regularly scheduled non-management director meetings, and the establishment of both a nominating and corporate governance committee, and a compensation committee, both comprised of solely independent directors.90 While no number of regularly scheduled non-management director meetings is required, NASDAQ expects such meetings will regularly occur at least twice a year.91 The SEC amended its disclosure rules to require the disclosure of: (1) whether each director nominee is independent of management, (2) whether there is any relationship between any director and management which could compromise director independence, and (3) the names of directors nominated to the audit, nomination and corporate governance, or compensation committees who are not independent.92 All of these post-Enron regulations and reforms significantly expanded the role and responsibility of independent directors.", "mime": "application/pdf"}, {"id": "cblr-12479", "words": "17506", "extension": ".pdf", "flesch": "43", "author": "Pereira, Alvaro", "title": "The Law of Contingent Control in Venture Capital", "date": "2024", "keywords": "agreements; board; business; capital; companies; contingent; contingent control; control; control rights; design; finance; firms; governance; investors; jurisdictions; law; rev; review; rights; shareholders; shares; structure; supra; supra note; use; venture; voting", "summary": "First, distributing cash flow and control rights is challenging, given uncertainties over the value of entrepreneurs\u2019 ideas and potential outcomes.35 Investors, who can quantify their contribution, may secure higher controlling rights. Thus, based on expected performance, they can reasonably anticipate who would be in a better position to make socially efficient decisions at different points in time, and allocate control rights to that party ex ante, avoiding potentially fruitless future renegotiations.", "mime": "application/pdf"}, {"id": "cblr-12480", "words": "35703", "extension": ".pdf", "flesch": "52", "author": "Raz, Asaf", "title": "Taking Personhood Seriously", "date": "2024", "keywords": "article; business law; case; columbia; concepts; contract; contract law; corporate; corporation; corporation law; court; del; delaware; delaware law; directors; duties; duty; economics; entity; fact; fiduciary; inc; infra; law; law review; new; notes; paramount; personhood; persons; property; raz; rights; shareholders; supra note; taking; text; theory; time; twitter; united; vol", "summary": "292 See, e.g., William T. Allen, Our Schizophrenic Conception of the Business Corporation, 14 CARDOZO L. REV. 261, 263 (1992) (\u201cThe 1980s were turbulent years for corporation law. . . . Note that the Twitter Chancery case, when considered within the four corners of the pleadings, can be better described as a contract law, rather than corporate law, case.", "mime": "application/pdf"}, {"id": "cblr-12481", "words": "23189", "extension": ".pdf", "flesch": "40", "author": "Saad, Aisha I.", "title": "Corporate Technocracy: ESG Governance Beyond Shareholder Democracy or Managerialism", "date": "2024", "keywords": "agency; business; business law; climate; columbia; columbia business; companies; company; control; corporate; corporation; costs; democracy; discretion; esg; esg governance; example; governance; interests; law; managerial; managers; materiality; note; primacy; principals; proposals; proxy; purpose; review; rule; sec; shareholder; shareholder democracy; shareholder primacy; stakeholders; supra; technocracy; value; vol", "summary": "The first position, shareholder democracy or shareholder pluralism, claims for shareholders greater power to define and oversee corporate ESG. This Article offers a way beyond the political dogma that plagues contemporary ESG debates and offers a normatively defensible and practically administrable model for advancing corporate ESG. II.", "mime": "application/pdf"}, {"id": "cblr-12482", "words": "16599", "extension": ".pdf", "flesch": "57", "author": "Fineberg, Sam", "title": "The Propriety and Inevitability of Netting in Antitrust Class Actions", "date": "2024", "keywords": "actions; antitrust; certification; cir; class; class actions; courts; damages; harm; inc; injury; law; libor; litig; members; net; netting; note; plaintiffs; standard; supp; u.s", "summary": "No. 2] THE PROPRIETY AND INEVITABILITY OF NETTING IN ANTITRUST CLASS ACTIONS 895 of such enforcement powers by granting private parties who are able to demonstrate injury as a result of anticompetitive behavior the right to bring suit and potentially receive treble damages.2 Although the Clayton Act makes it far less likely that those engaging in conduct that harms competition will evade liability, it also raises the specter of an opposing prob- lem: that private parties will not only bring meritorious suits, but also those lacking merit so as to win substantial payouts.3 This is a particularly troublesome possibility in the context of antitrust class actions, which carry with them potential treble damages awards to an entire class of plaintiffs, thereby giving members of a certified class substantial leverage to induce the defendant to accept a settlement.4 Such statutory gamesman- ship is not new to the American legal landscape,5 and it is thus imperative that there exist sufficient guardrails to filter out frivolous lawsuits while simultaneously allowing for those with a legitimate basis to proceed. NOTE THE PROPRIETY AND INEVITABILITY OF NETTING IN ANTITRUST CLASS ACTIONS Sam Fineberg* How to define \u201cantitrust injury\u201d is an issue that has been the source of much debate among judges, lawyers, and academ- ics alike.", "mime": "application/pdf"}, {"id": "cblr-12483", "words": "14739", "extension": ".pdf", "flesch": "52", "author": "Malich, Jack", "title": "My Unfair Lady: An Analysis of the CFPB's Authority to Prosecute Discriminatory Conduct under Dodd-Frank\u2019s UDAAP Standard in the Age of the Major Questions Doctrine", "date": "2024", "keywords": "act; agency; authority; cfpb; congress; consumer; court; discrimination; doctrine; epa; financial; law; note; questions; standard; statutory; supra; u.s; virginia; west", "summary": "The majority in West Virginia contends that an issue satisfies this factor if it is the subject of \u201cearnest and profound debate across the country\u201d or if it is a major policy decision that Con- gress would intend to keep for itself.84 The concurrence de- scribes the standard as being satisfied where \u201ccertain States were considering whether to permit the practice\u201d and \u201cstate legislatures were engaged in robust debates over [the is- sue].\u201d85 The Alabama Association of Realtors v. HHS case points to agency actions that \u201csignificantly alter the balance 81 Chamber of Com. of the U.S. v. CFPB, No. 6:22-CV-00381, 2023 WL 5835951 at *7 (E.D. Tex. Sept. 8, 2023). 22 SULLIVAN & CROMWELL LLP, supra note 20, at 4; Complaint at 2, Chamber of Com. of the U.S. v. CFPB, No. 6:22-CV-00381, 2023 WL 5835951 (E.D. Tex. Sept. 28, 2022).", "mime": "application/pdf"}, {"id": "cblr-12484", "words": "13299", "extension": ".pdf", "flesch": "53", "author": "Sugerman, Alexander H.", "title": "Keeping Corporations in the Courts: A Framework for Addressing Jurisdiction over Corporate Defendants in Class Action Litigation", "date": "2024", "keywords": "actions; bms; claims; class; class actions; court; defendant; forum; jurisdiction; law; litigation; members; personal; plaintiffs; state; supra; u.s", "summary": "THE IMPLICATIONS OF APPLYING BMS TO CLASS ACTIONS Extending BMS to class actions would severely compro- mise the ability of private plaintiffs to use litigation as a tool to effectuate United States regulatory policy. Importantly, these decisions left open whether these jurisdictional constraints apply to class actions.", "mime": "application/pdf"}, {"id": "cblr-12487", "words": "16992", "extension": ".pdf", "flesch": "56", "author": "Wostbrock, Matt", "title": "Miller in a Cashless Society: Financial Surveillance and the Fourth Amendment", "date": "2024", "keywords": "amendment; bank; business; carpenter; cashless; columbia; court; data; enforcement; financial; fourth; government; information; law; miller; note; privacy; records; review; search; society; states; supra; surveillance; u.s; united", "summary": "Applying the mosaic theory to financial records searches could protect against warrantless reviews that are long-term and reveal particularly sensitive information. In an increas- ingly cashless society, financial records can reveal intimate and comprehensive information about nearly every American.", "mime": "application/pdf"}, {"id": "cblr-12488", "words": "18197", "extension": ".pdf", "flesch": "57", "author": "Zharov, Brian", "title": "In Search of the Caremark Junction: Conceptualizing the Core of Caremark Liability", "date": "2024", "keywords": "board; boeing; business; caremark; caremark claim; caremark junction; claim; company; compliance; corporation; del; derivative; directors; faith; harm; interests; law; liability; oversight; risk", "summary": "With more Caremark claims proceeding past the motion to dismiss stage, some argue that Caremark liability has evolved into a conduit between corporate governance and public policy. In recent years, Caremark claims have taken center stage in corporate law discussions.", "mime": "application/pdf"}, {"id": "cblr-12997", "words": "12804", "extension": ".pdf", "flesch": "57", "author": "Owings, Taylor M. ; Rooney, William H. ; Morton, Adriana ; Zhang, Sarah ", "title": "Litigating the Fix: A Legal Overview: Taylor M. Owings, William H. Rooney, Adriana Morton, Sarah Zhang", "date": "2024", "keywords": "antitrust; court; d.d.c; divestiture; f. supp; ftc; ftc v.; inc; merger; remedies; states; supp; transaction; united", "summary": "\u201d20 The FTC and DOJ have seemed particularly concerned about private equity divestiture buyers under the current leadership. Following her letter exchange with Senator Warren, Chair Khan hired Professor John Kwoka as Chief Economist to the Chair, signaling her support for a no-remedies approach to FTC enforcement.10 Professor Kwoka\u2019s scholarship has fo- cused on the failure of the Agencies\u2019 negotiated remedies, and has advocated that the Agencies should only consider \u201cfix-it- first\u201d remedies that are pre-negotiated before HSR filing.11 More recently, Chair Khan and Commissioner Rebecca Slaughter reaffirmed their skepticism for merger remedies in a modification of a divestiture remedy that the FTC had 8 Letter from Lina M. Khan, Chair, Fed.", "mime": "application/pdf"}, {"id": "cblr-13000", "words": "12663", "extension": ".pdf", "flesch": "54", "author": "Razi, Sara Y. ", "title": "Facing Reality: Litigating the Fix When Pre-Merger Negotiations Fail: Sara Y. Razi", "date": "2024", "keywords": "burden; case; competition; court; divestiture; ftc; government; inc; merger; states; supp; transaction; united", "summary": "34592 (June 25, 1998) (codified at 16 C.F.R. \u00a7 802.70) (amending Section 802.70 to exempt proposed divestitures pursuant to ne- gotiated consent agreements because they \u201care adequately reviewed for po- tential antitrust concerns during the approval process under the consent agreement, in which the antitrust agencies determine that the divestiture to that party does not raise antitrust concerns . . . . B. Case Law Weighs Heavily in Favor of Considering the Revised Transaction to Determine Whether a Merger is Legal No court reviewing a litigated Section 7 challenge has de- nied the merging parties the opportunity to produce evidence about proposed divestitures or other commitments aimed at resolving competitive concerns.31 This is well-settled practice based on the real-world effect of a proposed merger with roots in the Supreme Court\u2019s United States v. General Dynamics de- cision.", "mime": "application/pdf"}, {"id": "cblr-13001", "words": "9221", "extension": ".pdf", "flesch": "59", "author": "Haar, Daniel E. ", "title": "Litigating the Remedy: Daniel E. Haar", "date": "2024", "keywords": "act; competition; court; divestiture; fix; government; merger; remedy; states; transaction; u.s; united", "summary": "There have been, it is true, a string of district court cases on this topic. .\u201d38 While these cases did not address the precise question of liti- gated fixes, they do highlight the importance of vigorous rem- edies in Clayton Act cases.", "mime": "application/pdf"}, {"id": "cblr-13002", "words": "38283", "extension": ".pdf", "flesch": "43", "author": "Franco, Joseph A. ", "title": "Contract Realism and Formalism in Preliminary Acquisition Agreements and Negotiations: Joseph A. Franco", "date": "2024", "keywords": "acquisition agreements; acquisitions; agreement; approach; binding; business; business law; case; context; contract; contract formation; contract law; contracting; contracting parties; contractual; damages; dealings; formation; inc; intent; law; negotiations; note; parties; party; preliminary; requirement; respect; saar+; second; supra; surprise; terms; type", "summary": "Opacity arises in the case of binding preliminary agreements in that an agreement denominated as preliminary may be treated as an enforceable final agreement or as an agreement requiring negotiation in good faith. Economic accounts of binding preliminary agreements do not exclude other behavioral factors that may influence the use of preliminary agreements, whether binding or non-bind- ing.190 Contract scholars and economists have long recognized that parties sometimes deliberately enter into non-binding 188 The intrinsic flexibility of the standard encourages parties to be- have and draws on insights from prior work involving strategic vagueness in acquisition agreements.", "mime": "application/pdf"}, {"id": "cblr-13004", "words": "30172", "extension": ".pdf", "flesch": "52", "author": "Hunt, John Patrick ", "title": "Green Bond Reporting: John Patrick Hunt", "date": "2024", "keywords": "allocation reporting; attestation; bloomberg; bond; bond issuance; bond market; bond principles; bond proceeds; business; business law; columbia; columbia business; financial; green; green bond; inc; issuance; issuer; law; law review; level; market; note; post; projects; quality; reporting; reporting level; review; supra; supra note; use; verification; vol", "summary": "See id. No. 1] GREEN BOND REPORTING 235 Year of Issuance Number of Green Issues Green Issue Index (6/1/19- 5/31/20 = 100) Green Amount Issued Total (billions) Green Amount Issued Index (6/1/19- 5/31/20 = 100) Green Share of Total US Corporate USD Issu- ance Green Share Index (6/1/19- 5/31/20 = 100) 6/1/19- 5/31/20 34 100 $19.6 100 0.8% 100 6/1/20- 5/31/21 53 156 $28.9 147 1.0% 133 6/1/21- 5/31/22 68 200 $42.9 219 2.0% 259 Even so, green bonds are still a relatively small proportion of U.S. issuance; over the three-year period in question, green issuance accounted for about 1.2% of the dollar volume of US issuers\u2019 USD-denominated corporate bond issuance.140 C. Pre-Issuance Verification in the U.S. Green Bond Market As noted, much of the law-review literature on green bonds to date has focused on \u201cpre-issuance verification,\u201d that is, analysis before the bond is sold of whether the issuer\u2019s state- ment of intended uses of bond proceeds matches a green framework (typically the ICMA Green Bond Principles) and of whether the issuer has systems and processes to allocate bonds proceeds as planned, track their use, and report on them.141 The dataset here contains some evidence on pre-is- suance verification in the U.S. corporate green-bond market, discussed below. ARTICLE GREEN BOND REPORTING John Patrick Hunt* Are green bonds really \u201cgreen\u201d?", "mime": "application/pdf"}, {"id": "cblr-13005", "words": "30181", "extension": ".pdf", "flesch": "40", "author": "Rose, Amanda M. ", "title": "A Hard Look at Portfolio-Focused Stewardship: Amanda M. Rose", "date": "2024", "keywords": "agency; asset; asset managers; business; climate; columbia; command; control; costs; disclosure; esg; externalities; firm managers; fund investors; fund managers; funds; governance; incentives; index fund; information; interventions; investors; law; portfolio; portfolio companies; portfolio firms; portfolio value; public; regulation; rev; review; risk; sec; stewardship; stewardship interventions; style; supra note; voting", "summary": "Specifically, index fund managers could use fund influence over portfolio firm managers to disable the latter from using corporate resources to fight legal changes that might operate to force the internalization of intraportfolio harms. Under certain strict assumptions, they clearly would\u2014 namely, if portfolio firm managers did exactly what diversified investors\u2019 asset managers asked them to do, those asset man- agers only asked portfolio firm managers to do what is portfo- lio value maximizing, and the whole endeavor were costless and the market static.", "mime": "application/pdf"}, {"id": "cblr-13006", "words": "15811", "extension": ".pdf", "flesch": "57", "author": "Bentivoglio, Andrew J. ", "title": "Escaping the Parens Trap: Andrew J. Bentivoglio", "date": "2024", "keywords": "act; action; antitrust; authority; award; business; cases; class; columbia; consumers; court; damages; federal; law; nominal; note; parens; patriae; plaintiff; review; sherman; standard; states; u.s", "summary": "A panel in the Ninth Circuit expressed sympathy that there may be policy justification to allow States to bring antitrust damages suits pursuant to parens authority, but concluded that doctrine at the time did not support sustaining the suit.51 These cases were decided at the same time developments in class action doctrine made it more difficult for plaintiffs to successfully form a class and bring antitrust damages suits.52 This is not to say that courts necessarily were hostile to anti- trust plaintiffs at this time. 155 See Robert H. Lande, Are Antitrust Treble Damages Really Single Damages?, 26 J. REPRINTS ANTITRUST L. & ECON.", "mime": "application/pdf"}, {"id": "cblr-13007", "words": "9441", "extension": ".pdf", "flesch": "46", "author": "Zhang, Jenny ", "title": "Closing the Gates on Money Laundering: Big Tech as Gatekeepers in the Metaverse: Jenny Zhang", "date": "2024", "keywords": "activity; aml; banks; bsa; financial; framework; gatekeepers; laundering; law; liability; metaverse; money; note; regime; regulators; system; technology; transactions", "summary": "Centralized with minimal interoperability (\u201cMetaverse 1\u201d): A few gatekeepers, like Meta or Mi- crosoft, can restrict access to users of their respec- tive metaverses, with little to no integration with other metaverses. This next section will evaluate AML laws in Metaverses 1, 2, and 3, as outlined above, with a particular focus on whether decentralization and interoperability will disable the efficacy of the current AML regime.", "mime": "application/pdf"}, {"id": "cblr-13822", "words": "584", "extension": ".pdf", "flesch": "37", "author": "Rooney, William H.", "title": "The December 2003 Proceedings of the Milton Handler Annual Antitrust Review", "date": "2004", "keywords": "antitrust; review", "summary": "Following the success of last year's publication, we are pleased to renew that collaboration in publishing the 2003 Handler Review proceedings and in maintaining the Handler presentations as a resource for the bench, the bar, and the enforcement agencies as they craft antitrust law and policy in the years ahead. In honor of Professor Handler's enthusiasm for provocative antitrust discourse both at the Columbia Law School and in his annual reviews at the City Bar, the Antitrust Committee and the Columbia Business Law Review invite you to embark upon an engaging tour of the 2003 Handler Review proceedings.", "mime": "application/pdf"}, {"id": "cblr-13824", "words": "431", "extension": ".pdf", "flesch": "37", "author": "Koenig, Joshua; Quintana, Jason; Al-Moosa, Sarah; Galil, Yair", "title": "Escaping the Market: Regulating Conflicts in Going Private Transactions", "date": "2004", "keywords": "law; survey", "summary": "Going Private Transactions: Delaware's Race to the Bottom presents the existing theoretical frameworks as they apply to going private transactions, introduces the different actors at the state level responsible for the direction of state corporate law, and analyzes the empirical evidence on the subject. Escaping the Market: Regulating Conflicts in Going Private Transactions SURVEY ESCAPING THE MARKET: REGULATING CONFLICTS IN GOING PRIVATE TRANSACTIONS Spring 2003 saw the publication of the Columbia Business Law Review's second annual survey of law, with an overview of the disclosure requirements that had recently been implemented in securities and corporate governance regulation.1 This year, in the third annual survey, we chose to address a phenomenon that has resulted, in part, from those very requirements-the increasing numbers of public corporations choosing to go private.", "mime": "application/pdf"}, {"id": "cblr-13825", "words": "1026", "extension": ".pdf", "flesch": "62", "author": "Collins, Wayne Dale", "title": "Introductory Remarks", "date": "2005", "keywords": "antitrust; supp", "summary": "COLUMBIA BUSINESS LAW REVIEW agencies also have prevailed recently in court in a number of cases requiring the proof of anticompetitive effect, including the Antitrust Division's successful prosecution of the boycott claim in Visa/MasterCard7 and the Commission's successes in the Heinz/Beechnut' and Libbey/Anchor merger cases. Tom is the Deputy Assistant Attorney General responsible for civil enforcement in the Antitrust Division of the Department of Justice In that capacity, he is the senior enforcement official at the Division, behind the Assistant Attorney General, for the selection and prosecution of cases where anticompetitive effect must be proved.", "mime": "application/pdf"}, {"id": "cblr-13826", "words": "365", "extension": ".pdf", "flesch": "44", "author": "Bucki, Craig R.; O'Rourke, Kerry; Jackson, Rachael M.; Koenig, Joshua M.", "title": "Activism, Uncertainty, and Abuse: Current Issues in Bankruptcy Law", "date": "2005", "keywords": "bankruptcy; survey", "summary": "The paper provides a summary of different methods and tools used for conducting bankruptcy sales both inside and outside of reorganization plans. WE W [Vol. 2005 that empower and guide courts in their management of bankruptcy sales and discusses the tendency of bankruptcy judges to favor general guiding principles over bright-line rules in an effort to preserve their equitable discretion and maximize the value of the bankruptcy estate.", "mime": "application/pdf"}, {"id": "cblr-13827", "words": "833", "extension": ".pdf", "flesch": "63", "author": "Collins, Wayne Dale", "title": "Introductory Remarks", "date": "2006", "keywords": "committee; law; today", "summary": "Our second speaker will be Deborah Garza, Chair of the Antitrust Modernization Committee. Milton Handler, as you all know, was a professor at Columbia for forty-five years, a prolific author, and the author of the first textbook on antitrust law.", "mime": "application/pdf"}, {"id": "cblr-13828", "words": "5548", "extension": ".pdf", "flesch": "47", "author": "Garza, Deborah", "title": "Remarks at the Milton Handler Antitrust Review", "date": "2006", "keywords": "act; antitrust; commission; commissioners; doj; enforcement; ftc; general; issues; law; modernization; study", "summary": "A question has been raised by the AAI whether meetings and calls of the study groups with Commission staff should be open to the public. Through May 2006, Commission staff-consulting with Commissioner study groups-will compile summaries of the information collected from comments and testimony and develop the framework for Commission deliberations on findings and recommendations.", "mime": "application/pdf"}, {"id": "cblr-13829", "words": "352", "extension": ".pdf", "flesch": "32", "author": "Dillon, Caroline J.; Mathiesen, Johnathan; Bucki, Craig R.", "title": "Current Issues in Investor Protection", "date": "2006", "keywords": "investor; survey", "summary": "As the title of the second article indicates, Dr. Spitzlove or: How I Learned to Stop Worrying and Love Balkanization offers an account of the development of the balkanization phenomenon, by which state attorneys general (most notably New York Attorney General Eliot Spitzer) and other state officials allegedly have encroached upon the domain of the SEC to police the securities markets. The article discounts the fears of regulatory balkanization that Attorney General Spitzer's critics have raised, and argues that the possibility of administrative preemption by the SEC of state securities regulation effectively checks state attorneys general from pursuing enforcement actions that would harm the capital markets and the investing public.", "mime": "application/pdf"}, {"id": "cblr-13852", "words": "773", "extension": ".pdf", "flesch": "49", "author": "Collins, Wayne Dale", "title": "Introductory Remarks", "date": "2007", "keywords": "bar; law; review", "summary": "Introductory Remarks THE DECEMBER 2006 PROCEEDINGS OF THE MILTON HANDLER ANNUAL ANTITRUST REVIEW INTRODUCTORY REMARKS The Milton Handler Annual Antitrust Review is an annual program put on by the Committee on Antitrust and Trade Regulation and the Association of the Bar of the City of New York. He was also the author of the first state textbook on antitrust law.", "mime": "application/pdf"}, {"id": "cblr-13853", "words": "475", "extension": ".pdf", "flesch": "25", "author": "Grunfeld, Michael; Nawyn, Marc; Snyder, Allison; Goursaud, Sylvie", "title": "Current Issues in International Business Practices and Regulations", "date": "2007", "keywords": "business; issues", "summary": "Current Issues in International Business Practices and Regulations SURVEY CURRENT ISSUES IN INTERNATIONAL BUSINESS PRACTICES AND REGULATIONS Every year, the Columbia Business Law Review chooses a major business law topic as the subject of its Survey, and presents several articles examining different aspects of recent legal developments in this area. in China, where they have to operate in accordance with censorship practices which are contrary to U.S. laws and values.", "mime": "application/pdf"}, {"id": "cblr-13854", "words": "74", "extension": ".pdf", "flesch": "64", "author": "CBLR Editorial Board", "title": "In Memoriam: Donald J. Rapson", "date": "2007", "keywords": "columbia", "summary": "A graduate of Columbia College and Columbia Law School, Professor Rapson was a cherished member of our Columbia community and will be missed. In dedicating this issue to him, we would like to honor his support and dedication to our journal and Columbia Law School.", "mime": "application/pdf"}, {"id": "cblr-13855", "words": "536", "extension": ".pdf", "flesch": "44", "author": "Coco, Kevin J.; Kim, Peter S.; Chu, Stephen D.; Chueh, Kuang-Wei; Gately, Matthew F.; Snyder, Allison M.", "title": "Risky Business: Examining Current Issues in the Hedge Fund Industry", "date": "2008", "keywords": "article; hedge", "summary": "The third article, Job Well Done: Preventing the Use of Private Placement Life Insurance to Wrap Hedge Fund Investments, analyzes the purchasing of private placement life insurance contracts to avoid paying tax on gains from hedge fund investments. Hedge funds are lightly regulated investment vehicles that have gained popularity in the private investment sector, largely because of their potentially high rates of return.", "mime": "application/pdf"}, {"id": "cblr-13856", "words": "1405", "extension": ".pdf", "flesch": "60", "author": "CBLR Editorial Board", "title": "Errata", "date": "2009", "keywords": "analysis; fund; investors; shareholder; summary", "summary": "Industry's Portrait of Fund Investors: Sophisticated and Informed ....................................... Summary and Analysis .................................. 948 B. ICI Statements Regarding Fund Investors ........ 948 1.", "mime": "application/pdf"}, {"id": "cblr-13857", "words": "775", "extension": ".pdf", "flesch": "32", "author": "Lee, Bryant P.; Cheng, David; Darcy, Deryn; Burghart, Sarah H.; Cooke, Jennifer; Coco, Kevin J.", "title": "Fallout: Emerging Issues of the Credit Crisis", "date": "2009", "keywords": "article; credit; crisis", "summary": "Fallout: Emerging Issues of the Credit Crisis FALLOUT: EMERGING ISSUES OF THE CREDIT CRISIS Each year in its Annual Survey, the Columbia Business Law Review selects a major business law topic and presents a group of articles exploring the relevant legal and economic developments in the area. The article notes that that the involvement of state regulatory authorities, most visibly New York State Attorney General Andrew Cuomo, raises preemption implications that have thus far gone unaddressed.", "mime": "application/pdf"}, {"id": "cblr-13858", "words": "51069", "extension": ".pdf", "flesch": "56", "author": "Bradford, C. Steven", "title": "Crowdfunding And The Federal Securities Laws", "date": "2012", "keywords": "action; advice; advisers; bill; broker; business; c.f.r; capital; club; compensation; crowdfunding; crowdfunding exemption; crowdfunding offerings; crowdfunding sites; entrepreneurs; funds; general; inc; income; interest; investment; investors; issuer; law; laws; lending; letter; limit; mar; model; money; notes; offerings; profounder; prosper; public; registration; regulation; requirements; rule; section; securities; securities act; securities crowdfunding; securities la; securities offerings; securities regulation; small; state; statement; supra note; transaction; venture; vol", "summary": "Crowdfunding investors should receive similar protection.686 C. Other Possible Requirements 1. Because of this, there is a strong possibility that sites hosting crowdfunded securities offerings would be required to register as brokers.26 0 1.", "mime": "application/pdf"}, {"id": "cblr-13859", "words": "17492", "extension": ".pdf", "flesch": "51", "author": "Heck, Christopher J.", "title": "Concerted Action and the Preemption of State Fair Trade Provisions After Leegin", "date": "2009", "keywords": "action; competition; competitors; court; evidence; horizontal; hybrid; leegin; price; restraints; state; state action; statute; trade; u.s; unilateral", "summary": "This part also suggests that, assuming as applied challenges to state statutes creating vertical price restraints are still possible, litigants must now prove anticompetitive effects from such restraints and states (or litigants attempting to argue that state restraints should be upheld) should be able to introduce procompetitive justifications for those restraints. Nevertheless, as will be explained, because the state created the machinery for establishing the pro-rate program, the Court deemed its actions immune from antitrust scrutiny.18 In upholding the statute, the Court observed that the Sherman Act makes no mention of the state as such, and gives no hint that it was intended to restrain state action or official action directed by a state,19 and said it found nothing in the language of the Sherman Act or in its history", "mime": "application/pdf"}, {"id": "cblr-13860", "words": "16410", "extension": ".pdf", "flesch": "51", "author": "Khasina, Elina", "title": "Disclosure of \"Beneficial Ownership\" of Synthetic Positions in Takeover Campaigns", "date": "2009", "keywords": "blasius; board; corp; corporate; court; csx; directors; disclosure; hedge; note; notice; ownership; return; shareholder; shares; standard; supra; swaps; tci; total; vote; voting", "summary": "Consequently, activist investors have controlling power over how these shares are voted without having to disclose their stake under the federal rules, depriving directors as well as other shareholders in the corporation of important information. The court found that the two activist hedge funds had violated the Williams Act disclosure requirements regarding both the holding of total return swap positions and certain coordinated activities.", "mime": "application/pdf"}, {"id": "cblr-13861", "words": "22951", "extension": ".pdf", "flesch": "54", "author": "Simmons, Joshua L.", "title": "Buying You: The Government's Use of Fourth-Parties to Launder Data About \"The People\"", "date": "2009", "keywords": "access; amendment; business; buying; choicepoint; companies; company; court; data; disclosure; doctrine; enforcement; expectation; fourth; google; government; information; intelligence; law; note; parties; party; people; privacy; private; protection; public; records; search; searches; states; supra; u.s; united; use; vol", "summary": "Unfortunately, due to technological shifts and government obfuscation of the purpose behind the Fourth Amendment, the people's persons, houses, papers, and effects are now available for government search and scrutiny without regard to judicial process. These agents may [Vol. 2009 In conclusion, since the drafting of the Fourth Amendment, there have been radical changes in the way that people retain their papers and effects which makes them susceptible to government searches in a way that no one at the Framing could have seen possible.", "mime": "application/pdf"}, {"id": "cblr-13862", "words": "17782", "extension": ".pdf", "flesch": "56", "author": "Yospe, Sam", "title": "Cy Pres Distributions in Class Action Settlements", "date": "2009", "keywords": "antitrust; case; class; class action; class members; court; cy pres; defendants; discretion; distribution; district; funds; judge; law; nexus; parties; plaintiffs; settlement; supp; u.s", "summary": "As one commentator explains, prudent parties will anticipate the possibility of residual class action funds during settlement negotiations and will provide for distribution of such funds in 140 See In re Folding Carton Antitrust Litig., 744 F.2d 1252, 1253 (7th Cir. 1984) (creating a committee); Turner v. Murphy Oil USA, Inc., No. 05- 4206, 2009 U.S. Dist. In a recent case, District Judge Jan E. DuBois explained the current state of the law: In applying the cy pres doctrine to distribute remaining class funds, many courts choose charitable organizations based on consideration of whether the distribution furthers the objectives underlying the original lawsuit....", "mime": "application/pdf"}, {"id": "cblr-13863", "words": "867", "extension": ".pdf", "flesch": "33", "author": "Banker, Roshni; Broomfield, Elizabeth; Buente, C.B.; Delman, Jeremy Ryan; Vermazen Radez, Kathleen; Lee, Bryant P.", "title": "The Coming Deluge? Regulation in the Aftermath of the Credit Crisis", "date": "2011", "keywords": "business; note; survey", "summary": "The court's ruling left open an important question: whether it is possible under FOIA for agencies and courts to appropriately account for corporate reputational harm in an era of increased government regulation without undermining FOIA itself. REGULATION IN THE AFTERMATH OF THE CREDIT CRISIS Each year in its Annual Survey, the Columbia Business Law Review selects a major business law topic and presents a group of notes exploring the relevant legal and economic developments in the area.", "mime": "application/pdf"}, {"id": "cblr-13873", "words": "648", "extension": ".pdf", "flesch": "39", "author": "Goldin, David; Jensen, Mallory; Nicolaou, John; Vaishnav, Anish; Buente, C.B.", "title": "Healthcare Reform Following The 2010 Reform Acts", "date": "2012", "keywords": "healthcare; reform", "summary": "Following the recent passage of the Patient Protection and Affordable Care Act' and the Health Care and Education Reconciliation Act of 2010,2 this year's Survey focuses on healthcare reform. HEALTHCARE REFORM SUR VEY In Is ERISA Preemption Superfluous in the New Age of Health Care Reform?, Mallory Jensen discusses the relationship between the new healthcare acts and the preemption of state laws relating to employer-provided health benefits under the Employee Retirement Income Security Act of 1974 (ERISA), which had long stymied various state healthcare reform efforts.", "mime": "application/pdf"}, {"id": "cblr-14234", "words": "32154", "extension": ".pdf", "flesch": "53", "author": "Blasie, Michael A.", "title": "The Duty to Make Contracts Understandable: Michael A. Blasie", "date": "2025", "keywords": "adhesion; ann; arbitration; assent; average; business; business law; columbia; consumer; consumer contracts; consumer understanding; contract design; contract language; contract law; contract terms; contracts; courts; dark; data; design; duty; example; form; insurance; language; language laws; law; law review; laws; lawyers; legal; market; new; parties; patterns; plain; readability; reading; restatement; rev; review; sellers; standard; stat; supra note; terms; unconscionability; understanding; use; vol", "summary": "The Article proposes that the Uniform Law Commission pass a statute requiring consumer contracts to be understandable to the average intended consumer. (\u201cSince advance disclosure of standard terms generally does not render the assent process any more meaningful, the \u201copportunity to read\u201d technique, which courts have embraced, is quite ineffective in consumer contracts. .", "mime": "application/pdf"}, {"id": "cblr-14236", "words": "20044", "extension": ".pdf", "flesch": "47", "author": "Burke Saul, Tomica", "title": "Reparative Entrepreneurship: Tomica Burke Saul", "date": "2025", "keywords": "applicants; barriers; black; business; business law; cannabis; cannabis industry; columbia; communities; drugs; entrepreneurship; equity; harm; individuals; industry; law; licenses; marijuana; market; mrta; new; new york; note; people; plan; policies; policy; programs; reparations; review; social; state; supra; survivors; u.s; vol; war; york", "summary": "In some states, such as Oakland, CA, applicants who could show that they would incubate social equity businesses were granted expedited licenses in exchange for providing the social equity business free rent and dedicated space and security. [Vol. 2024 investment into social equity businesses has taken various forms around the country, but more often than not includes the partnership of an investor, fund or large business and a social equity applicant.", "mime": "application/pdf"}, {"id": "cblr-14237", "words": "32873", "extension": ".pdf", "flesch": "49", "author": "Speck, Sloan G.", "title": "Transforming Tax Expenditures: Sloan G. Speck", "date": "2025", "keywords": "199a; adjustments; benefits; bracket; business; capital; columbia; congress; deduction; example; exclusion; expansion; health; i.r.c; income; income tax; individuals; insurance; law; note; policy; property; rate; rate adjustments; rate structure; rate transformations; repeal; revenue; review; standard; supra; supra note; tax; tax base; tax benefits; tax expenditures; tax l.; tax law; tax rates; tax reform; taxpayers; vol", "summary": "Part I briefly surveys the academic literature on tax expenditure reform and proposes a structural definition of tax expenditures that emphasizes the connections between the tax base and tax rates. Part II establishes the arithmetic relationship between the legal definitions of the tax base and tax rates\u2014what this Article terms the \u201cbase-rate identity.\u201d", "mime": "application/pdf"}, {"id": "cblr-14238", "words": "27109", "extension": ".pdf", "flesch": "43", "author": "Winden, Andrew", "title": "Regulation by Indexation? Andrew Winden", "date": "2025", "keywords": "assets; business; capital; capital markets; china; columbia; companies; cost; emerging; equity; equity index; equity indices; esg; esg index; esg indices; firms; ftse; global; index; index funds; index inclusion; index providers; indexation; indexers; indices; investment; investors; law; managers; markets; markets index; msci; note; power; public; ratings; regulation; regulatory; review; rules; s&p; shares; stock; supra; value", "summary": "[Vol. 2024 contexts: (1) corporate governance restrictions on inclusion in benchmark equity indices, (2) eligibility criteria for inclusion in ESG indices and (3) market requirements for inclusion in emerging markets indices. Furthermore, since the index inclusion criteria for emerging markets indexes focus on investability,133 even active funds that are not benchmarking to an emerging markets index may take cues from index provider decisions about index inclusion, withholding investments from excluded markets until they are \u201ccertified\u201d for investment by an index provider through index inclusion.", "mime": "application/pdf"}, {"id": "cblr-14239", "words": "11270", "extension": ".pdf", "flesch": "41", "author": "Becker, Zachary", "title": "With Whom Is Your Issue?: Use of Investor Sophistication in Defining the Scope of Seller Liability Under \u00a7 12(a)(2) of the Securities Act of 1933: Zachary Becker", "date": "2025", "keywords": "act; circuit; cost; information; investment; investors; law; liability; market; retail; risk; section; securities; seller; solicitation; sophistication; standard", "summary": "An investor sophistication standard allows for the reconciliation of broad protection for retail investors who do not have sufficient knowledge or experience to otherwise make informed investment decisions and narrows protections for sophisticated investors when market efficiency strives to reduce transaction costs and rely on experienced investors to screen investment opportunities. Retail investors are more risk-averse than sophisticated institutional investors.39 This risk-aversion may be attributed to their comparatively infrequent engagement, which makes it more costly for retail investors to make well-informed investment decisions.", "mime": "application/pdf"}, {"id": "cblr-14240", "words": "16650", "extension": ".pdf", "flesch": "53", "author": "Feith, Dore", "title": "The First \"State Sponsor of Mass IP Theft\": China, Sovereign Immunity, and Upholding Americans\u2019 Intellectual Property Rights: Dore Feith", "date": "2025", "keywords": "act; business; china; chinese; companies; government; immunity; ip theft; judgment; law; mass; mass ip; note; party; property; section; sovereign; state; state sponsor; supra; supra note; theft; trade; u.s; u.s.c; united", "summary": "For the following quarter century, the State Department typically granted foreign states immunity, though not in suits tied to their commercial acts.91 Beijing\u2019s theft violates Americans\u2019 property rights, discourages innovation, and damages the economy and national security of the United States.5 Americans can file civil suits against people who misappropriate their trade secrets and otherwise steal IP, but they cannot sue China\u2019s government because U.S. courts do not have subject-matter jurisdiction over foreign states except in narrow circumstances.6 Congress, however, could amend the Foreign Sovereign Immunities Act (\u201cFSIA,\u201d or \u201cthe Act\u201d) to confer jurisdiction on the courts so that Americans can hold the Chinese government, including the ruling Chinese Communist Party (CCP, or \u201cthe Party\u201d) and its organs of state (collectively, \u201cthe Party-state\u201d or \u201cBeijing\u201d), accountable for IP theft.", "mime": "application/pdf"}, {"id": "cblr-14241", "words": "12792", "extension": ".pdf", "flesch": "51", "author": "Graves, Noah", "title": "Controlling the Controllers: Section 20(a) Control Person Liability and Promoting Gatekeeper Behavior Among Officers and Directors: Noah Graves", "date": "2025", "keywords": "act; circuit; controlling; defendant; directors; faith; good; inc; law; liability; participation; person; second; section; securities", "summary": "[Vol. 2024 point of agreement is that there must be a breach of federal securities law before control person liability can be considered.10 Courts have rejected Section 20(a) claims that lack a sufficient allegation of a predicate breach of relevant federal securities laws.11 Second, the individual or entity being sued under Section 20(a) must be a controlling person, having some degree of control or authority over the violator.12 Finally, multiple circuits agree that the controlling person has the opportunity to establish the affirmative defense of good faith based on the statutory language of Section 20(a).13 Thus, control person liability under Section 20(a) cannot survive.\u201d).", "mime": "application/pdf"}, {"id": "cblr-14242", "words": "21111", "extension": ".pdf", "flesch": "46", "author": "Ichikawa, Takumi", "title": "The Rules Governing Director Election Contests in Global Activism: A U.S.-Japan Comparative Study: Takumi Ichikawa", "date": "2025", "keywords": "activism; business; c.f.r; columbia; companies; company; contests; director; election; exchange; information; japan; japanese; law; management; meeting; note; number; proposals; proxy; proxy rules; review; rights; rules; sec; section; shareholder; solicitation; supra; supra note; system; u.s; vol; voting", "summary": "This examination involves analyzing the rationales for such differences from three perspectives: (i) the objectives of both proxy rules, (ii) the methods and practices of shareholder voting, and (iii) the conflicts between management and shareholders. [Vol. 2024 the case in Japan and is a type of shareholder passivity),81 and, in practice, the Voting Forms are often treated as favoring management proposals and opposing shareholder proposals;82 (iii) only proxies can authorize the agent to exercise voting rights on amendments or procedural motions submitted at the shareholders\u2019 meeting; and (iv) the management can and often does express their opposition against dissenting shareholders proposals in the Voting Form and Shareholder Reference Documents during contested situations.83 III.", "mime": "application/pdf"}, {"id": "cblr-14243", "words": "17271", "extension": ".pdf", "flesch": "47", "author": "Mothner, Alexandra", "title": "Targeting Corporate Political Activity Through Caremark: Alexandra Mothner", "date": "2025", "keywords": "activity; business; caremark; citizens; claim; columbia; corporate; corporations; court; delaware; directors; faith; law; management; note; review; rights; risk; shareholders; speech; supra; supra note; target; united", "summary": "Corporate political risk, as defined in this Note, is a meaningful threat to shareholders, who can experience material harm resulting from the corporation\u2019s political activity. Therefore, this Note advocates for an expanded Caremark regime to address the harms of corporate political risk.", "mime": "application/pdf"}, {"id": "cblr-14247", "words": "26956", "extension": ".pdf", "flesch": "53", "author": "Rooney, William; Owings, Taylor; Allen, Ben; Aquino, Kim; Nussbaum, Matthew; Eggerly, Miata", "title": "Law in a Time Capsule: Should the 1960s Merger Cases Be Affirmed Today? William Rooney, Taylor Owings, Ben Allen, Kim Aquino, Matthew Nussbaum, Miata Eggerly", "date": "2025", "keywords": "act; act section; analysis; antitrust; bank; business; capsule; cases; clayton act; co.; columbia; competition; concentration; court; guidelines; inc; law; market; market power; merger; power; presumption; reason; review; rule; section; share; sherman; states; supreme court; time; trade; u.s; united", "summary": "The Rule of Reason as the Presumptive Mode of Analysis .............................................................. 69 V. Conclusion .............................................................. 73 INTRODUCTION The 2024 Taft Lecture addressed the recent trend in antitrust enforcement of relying on U.S. Supreme Court merger decisions from the 1960s and early 1970s. Whatever the full explanation, we are left with a 50-year drought in Supreme Court Section 7 jurisprudence.", "mime": "application/pdf"}, {"id": "cblr-14248", "words": "8171", "extension": ".pdf", "flesch": "59", "author": "Finch, Andrew", "title": "Merger Law is Not \u2014 and Should not Be \u2014 In a Time Capsule: Andrew Finch", "date": "2025", "keywords": "bank; cases; concentration; court; law; market; merger; national; philadelphia; presumption; supreme; u.s", "summary": "The topic is also fitting because the 2023 Merger Guidelines rely heavily on Supreme Court cases from the 1960s, with the not-so-implicit message that the 1960s merger cases have not been explicitly overruled, so they are still binding precedent, and we are therefore bound to follow them. In light of subsequent Supreme Court cases, protecting small businesses for their own sake, hostility to concentration generally, and rejection of a market definition requirement have all given way to a more nuanced approach that focuses on harms flowing from a reduction in competition, recognizes that increases in concentration are not inherently problematic, and emphasizes a need for rigor in identifying through market definition where competition may be harmed.", "mime": "application/pdf"}, {"id": "cblr-14249", "words": "7957", "extension": ".pdf", "flesch": "54", "author": "Lawrence, David", "title": "Contemporary Merger Review Under the Rule of Law: Translating Old Law into Modern Economics: David Lawrence", "date": "2025", "keywords": "act; competition; concentration; court; law; market; merger; merger review; presumption; review; rule; states; translating; u.s; united", "summary": "I learned much of what I know of merger law from our work together in the Front Office in the last administration. They don\u2019t fit perfectly, and it can require some translation, but the opinion underscores that we still have one tapestry of merger law that respects both past and present.", "mime": "application/pdf"}, {"id": "cblr-14250", "words": "31406", "extension": ".pdf", "flesch": "48", "author": "Conti-Brown, Peter; Vanatta, Sean", "title": "Risk, Discretion, and Bank Supervision: Peter Conti-Brown & Sean Vanatta", "date": "2025", "keywords": "act; bank examiners; bank supervision; bankers; banking; banking system; banks; business; columbia; compliance; comptroller; congress; consumer; currency; deposit; discretion; examination; examiners; federal; federal reserve; government; history; holding; institutional; insurance; law; management; national; national bank; new; note; policy; power; public; regulation; reserve; residual; review; risk; risk management; rules; state; supervisory; supra; system; united; vol", "summary": "The currency view of bank supervision was the dominant lens at the legislative beginning of federal bank supervision, but it receded in importance in the face of these changes almost immediately. This Article argues that an old but overlooked form of governmental oversight\u2014bank supervision\u2014sits at the center of two foundational tensions in the governance of the American economy.", "mime": "application/pdf"}, {"id": "cblr-14251", "words": "29085", "extension": ".pdf", "flesch": "45", "author": "Guan, Sue S.", "title": "Securities Fraud and the Market for Individual Stocks: Sue S. Guan", "date": "2025", "keywords": "behavior; business; cohen; columbia; company; demand; esg; example; factors; information; investing; investor demand; investors; law; laws; left; market; materiality; media; new; note; price; reliance; retail; review; section; securities; securities fraud; securities laws; statements; stock; stock market; stock price; supra; supra note; trading; value; vol", "summary": "5. Guan - Securities Fraud and the Market for Individual Stocks ARTICLE SECURITIES FRAUD AND THE MARKET FOR INDIVIDUAL STOCKS Sue S. Guan* As long as stock markets have existed, so too have those who invest for idiosyncratic reasons unrelated to achieving financial returns. [Vol. 2025 As a result, stocks exhibit a horizontal demand curve and no market for individual stocks should exist.89 The primary microstructure-driven understanding of price discovery in stock markets also reflects this linear relationship between financial, material information and investor behavior.", "mime": "application/pdf"}, {"id": "cblr-14252", "words": "27613", "extension": ".pdf", "flesch": "38", "author": "Geslevich Packin, Nizan; Kliger, Doron; Reichman, Amnon; Rabinovitz, Sharon", "title": "Hooked and Hustled: The Predatory Allure of Gamblified Finance: Nizan Geslevich Packin, Doron Kliger, Amnon Reichman, Sharon Rabinovitz", "date": "2025", "keywords": "bank; behavior; business; columbia; concerns; consumer; context; data; design; digital; discretion; elements; engagement; features; federal; finance; financial; fintech; gambling; game; gamification; gaming; influencers; information; investing; investment; investors; law; making; market; media; new; note; online; platforms; potential; practices; predatory; privacy; protection; regulation; regulatory; retail; review; rewards; risk; robinhood; stock; supervision; supra; trading; trading apps; trading platforms; u.s; users; vol", "summary": "Specifically, larger lottery jackpots correlate with a measurable decline in retail trading, suggesting that heightened lottery participation diverts investors' attention from financial market engagement.132 Recent findings reveal that Trading Apps users are more likely than general investors to purchase derivatives, to invest in more financial products than originally planned, and display greater risk-tolerance. Addressing the environmental context, Reddit/WallStreetBets' discursive culture characterizes high- risk trading as gambling, eschewing rational decision-making while celebrating and normalizing financial gambling, risk- taking and losses.115 Some contend that r/WallStreetBets surpasses most investment banks in identifying top- performing stocks116, while others suggest low returns,117 emphasize low informational value, preoccupation with (2002); D.A. Korn & H.J. Shaffer, Gambling and the Health of the Public: Adopting a Public Health Perspective, 15 J. GAMBL.", "mime": "application/pdf"}, {"id": "cblr-14253", "words": "20033", "extension": ".pdf", "flesch": "52", "author": "Peterson, Christopher L.; Ehrlich, Jeffrey P.", "title": "Corrupt Joint Ventures in the Market for Residential Real-Estate-Settlement Services: Christopher L. Peterson & Jeffrey P. Ehrlich", "date": "2025", "keywords": "act; agent; arrangements; bureau; business; closing; company; consumer; costs; entity; estate; estate agents; estate settlement; fees; financial; insurance; joint; law; market; mortgage; new; policy; practices; prohibition; respa; review; services; settlement; title; u.s.c; value; ventures", "summary": "real estate agent,\u201d unless the agent is \u201cengaged in an activity of offering or providing any consumer financial product or service. real estate settlement service . .", "mime": "application/pdf"}, {"id": "cblr-14254", "words": "9812", "extension": ".pdf", "flesch": "47", "author": "Feng, Sabrina", "title": "The SPAC Phenomenon: A Transaction of Reinvention and the SEC's Reluctant Hand: Sabrina Feng", "date": "2025", "keywords": "acquisition; business; check; companies; company; directors; disclosure; investment; investors; law; market; merger; note; rule; sec; spac; sponsors; supra; target; transaction", "summary": "SPAC investors are largely institutional: retail investors make up about 15% of the investor population with very little pre-merger trading volume.104 Yet, because Sponsors, directors, and redeeming shareholders generally exit immediately post-merger, these retail investors ultimately bear the majority of the losses when the post- merger company fails to meet performance expectations and stock price subsequently declines. [Vol. 2025 investment.87 Taken along with the 20% promote and standard fees that goes to compensate Sponsors and directors, public SPAC investors start 25% in the hole.88 Non-redeeming shareholders face further dilution on multiple fronts: (1) underwriter and other service fees dilute net asset values (2) redeeming shareholders who maintain and vest their warrants and (3) certain packages offered to PIPEs consisting of warrants, preferred shares, and below- market shares further dilute.89 Empirically, the mean net cash per share post-dilution ranges from a low of $4.10 to a high of $6.60,90 still significantly lower than the starting $10 share price.", "mime": "application/pdf"}, {"id": "cblr-14255", "words": "18728", "extension": ".pdf", "flesch": "50", "author": "Ho, Gillian", "title": "After Purdue Pharma: The Future of Nonconsensual Third-Party Releases in Chapter 15 Proceedings: Gillian Ho", "date": "2025", "keywords": "b.r; bankruptcy; bankruptcy court; chapter; circuit; claims; court; creditors; debtor; enforcement; law; party releases; pharma; policy; proceedings; public; purdue; recognition; relief; s.d.n.y; section; u.s; united", "summary": "As Chapter 15 had not yet been codified, representatives would file a petition to commence a Chapter 7 or 11 proceeding with the court.24 In administering these proceedings, bankruptcy courts were to consider how to \u201cbest assure an economical and expeditious administration\u201d of the foreign debtor\u2019s estate.25 Unlike Chapter 15\u2019s aspirations to promote cooperation between U.S. courts, foreign courts, and 20 United Nations Secretariat, Draft Guide to Enactment of the UNCITRAL Model Legislative Provisions on Cross-Border Insolvency, Note by the Secretariat, \u00b6 5, U.N. Comm\u2019n on Int\u2019l Trade L., U.N. Doc. In re Vitro, 701 F.3d at 1069 (\u201c[F]ederal courts have enforced against U.S. citizens foreign judgments rendered by foreign courts for whom the very idea of a jury trial is foreign.\u201d", "mime": "application/pdf"}, {"id": "cblr-14256", "words": "15721", "extension": ".pdf", "flesch": "58", "author": "Sweat, Daniel", "title": "Deslandes v. McDonald's: No-Poach Agreements and the Rule of Reason: Daniel Sweat", "date": "2025", "keywords": "agreements; antitrust; court; deslandes; easterbrook; inc; labor; labor market; law; market; mcdonald; poach; product; reason; restraints; rule; standard; supra; u.s", "summary": "Part II catalogues the regulatory actions of state and federal antitrust enforcers who have applied increased scrutiny to labor market restraints in recent years. Consumer prices are public and frequently receive public scrutiny, whereas employers tend to keep aggregate wage information confidential.163 Without readily available information regarding wages in a labor market, antitrust lawyers may be reluctant to launch a class action.164 These obstacles have created what Eric Posner calls a \u201clitigation gap\u201d between product market and labor market cases.165 This gap has created a dearth of labor market case law,166", "mime": "application/pdf"}, {"id": "cblr-14257", "words": "8659", "extension": ".pdf", "flesch": "39", "author": "Ter-Martirosyan, Leana", "title": "Smart Contract Accountability Problems: Default Oracle Liability as the Solution: Leana Ter-Martirosyan", "date": "2025", "keywords": "acceptance; accountability; blockchain; code; contracts; data; developers; law; liability; note; offer; oracle; parity; parties; technology; terms; transactions", "summary": "This Note examines the accountability problems inherent in smart contracts, focusing on the critical role of oracles\u2014third-party entities that feed external data into blockchain-based agreements. While existing scholarship explores the theoretical foundations and potential applications of smart contracts, this Note shifts focus to liability allocation and proposes a novel framework: default oracle liability.", "mime": "application/pdf"}, {"id": "cblr-14258", "words": "13087", "extension": ".pdf", "flesch": "54", "author": "Zang, Yudu", "title": "Retroactive Application of the New York Foreclosure Abuse Prevention Act: Yudu Zang", "date": "2025", "keywords": "action; application; court; fapa; foreclosure; law; mortgagee; n.y; n.y.s.3d; new; retroactive; rights; statute", "summary": "Numerous mortgage holders in these cases have argued that retroactive application of FAPA would impair their contract, property, and due process rights.17 At the time of the writing of this Note, FAPA has been in effect for two years or so, and there has not been any opinion from the New York Court of Appeals on these issues. In these cases, FAPA passes the Matter of Gleason test and qualifies as a remedial legislation warranting retroactive application to effectuate the aim of eliminating abusive tactics.", "mime": "application/pdf"}, {"id": "cblr-1687", "words": "10067", "extension": ".pdf", "flesch": "61", "author": "Rooney, William H.; Fleming, Timothy G.; Swaminathan, Sruti", "title": "Amex in Context: Tracing the Application of the Rule of Reason to Vertical Restraints", "date": "2019", "keywords": "amex; card; co.; competition; court; express; market; network; price; restraints; rule; sylvania; vertical", "summary": "The court concluded that \u201cAmerican Express possesses sufficient market power in the general-purpose credit and charge card network services market to satisfy Plaintiffs\u2019 143 Id. at 189. [Vol. 2019 reasons that would motivate a manufacturer situated in 1911 to make use of vertical price restraints.", "mime": "application/pdf"}, {"id": "cblr-1688", "words": "21094", "extension": ".pdf", "flesch": "61", "author": "Hovenkamp, Herbert", "title": "Platforms and the Rule of Reason: The American Express Case", "date": "2019", "keywords": "amex; antitrust; business; card; case; competition; court; effects; example; express co.; hovenkamp; law; majority; market; merchant; note; platform; power; price; reason; rule; s. ct; sides; supra; transaction", "summary": "It considers the rule of reason\u2019s basic burden-shifting framework, unique elements of market delineation on platform markets and the relevance of placing production complements into the same \u201cmarket.\u201d The theory of platform markets will pursue much the same course.", "mime": "application/pdf"}, {"id": "cblr-1689", "words": "4909", "extension": ".pdf", "flesch": "65", "author": "Carlton, Dennis", "title": "The Anticompetitive Effect of Vertical Most-Favored-Nation Restraints and the Error of Amex", "date": "2019", "keywords": "card; court; credit; market; price; product", "summary": "[Vol. 2019 finance high reward payments to cardholders.33 There is no doubt that as merchant fees rise, more rewards can be financed and that the high merchant fees create an incentive for credit card firms to use rewards to get customers to use their card.34 But that same incentive exists if that high fee resulted from a cartel of the card companies to set the merchant fee at a high level. [Vol. 2019 the competitive process arises from the elimination of the competition among credit card firms at the point of sale, competition that would occur if merchants could surcharge or otherwise steer consumers away from more expensive credit cards.", "mime": "application/pdf"}, {"id": "cblr-1691", "words": "29857", "extension": ".pdf", "flesch": "51", "author": "Alon-Beck, Anat", "title": "Unicorn Stock Options\u2014Golden Goose or Trojan Horse?", "date": "2019", "keywords": "act; business; business law; capital; cash; columbia; companies; company; compensation; control; econ; employee stock; employees; equity; exercise; firms; founders; funds; governance; high; information; investors; ipo; law; law review; liquidity; market; new; public; review; sale; section; securities; shareholders; shares; startup; stock; stock options; supra note; tax; u.s; uber; unicorn; use; value; vcs; venture; vol; years", "summary": "EMPLOYEE STOCK OPTION PLANS In the formation stages of a startup, founders \u201csplit the pie\u201d with employees and investors. A. Standard Stock Option Plans Employee stock options are very popular among growth companies in the United States\u2014so much so that most high- tech startups, including Google, Intel, and Microsoft, use issues.", "mime": "application/pdf"}, {"id": "cblr-1692", "words": "17835", "extension": ".pdf", "flesch": "44", "author": "Gordon, Jeffrey N.; Milhaupt, Curtis J.", "title": "China as a \u201cNational Strategic Buyer\u201d: Towards a Multilateral Regime for Cross-Border M&A", "date": "2019", "keywords": "acquisitions; business; buyer; cfius; china; chinese; columbia; economic; eligibility; european; financial; firms; governance; government; investment; law; m&a; market; national; note; party; policy; regime; review; screening; security; soes; state; supra; transactions; united", "summary": "First, SOEs, which have led the surge in Chinese outbound acquisitions, have distinctive ownership structures and institutionalized linkages to the Communist Party that influence their governance in unprecedented ways.34 Second, because their corporate governance is channeled through Chinese institutions of political governance, the SOEs facilitate \u201cpolicy channeling\u201d\u2014 the use of state-controlled companies (and non-controlling private shareholders\u2019 investments) as a means of implementing public policy.35 If SOEs were the only Chinese firms engaged in cross-border acquisitions, the problem of asymmetric motives might find relatively straightforward policy solutions.36 But large Chinese private firms are increasingly active in cross-border M&A, and they present a third conundrum for assessing a Chinese buyer\u2019s motives: the conventional dichotomy between state-owned and privately 34 See generally Li-Wen Lin & Curtis J. Milhaupt, Nevertheless, as Chinese cross-border M&A activity has ratcheted up, the composition of Chinese acquirers has shifted from SOEs to POEs.68 SOE acquisitions attract heightened scrutiny under existing regulatory regimes.", "mime": "application/pdf"}, {"id": "cblr-1693", "words": "18433", "extension": ".pdf", "flesch": "50", "author": "Feder, Daniel", "title": "To Clear or Not to Clear: How SEC Implementation of Dodd-Frank Undermines Title VII\u2019s Mandatory Clearing Requirement", "date": "2019", "keywords": "act; c.f.r; cftc; clearing; clearing requirement; crisis; derivatives; dodd; fed; financial; frank; market; otc; process; products; reg; review; risk; rule; sec; security; submissions; swaps", "summary": "As a result, a majority of security-based swaps currently traded in the market would not be subject to SEC review under the submission-only approach established by the SEC Process Rule. Similarly, new security-based swap products emerging in the market would not be subject to SEC review unless a central clearing party wished to offer clearing services for it.", "mime": "application/pdf"}, {"id": "cblr-1695", "words": "21693", "extension": ".pdf", "flesch": "56", "author": "Gallagher, Patrick J.", "title": "Going Public Secretly: The SEC\u2019s Unavailing Effort to Increase Initial Public Offerings Through Confidential Registration", "date": "2019", "keywords": "act; activity; business; capital; change; columbia; companies; company; data; drs; egc; egcs; form; investors; ipos; jobs; jobs act; july; law; markets; note; process; public; registration; review; sec; supra; supra note", "summary": "An IPO provides a company with capital, which can be used for business expansion, operating expenses, and any other corporate purpose.21 An IPO also provides costless liquidity because, unlike shareholders in a closely held corporation, public company investors have access to public markets through which they can sell their shares at any time, for any purpose.22 Further, IPOs increase the valuation of a closely held businesses are: (1) they typically have few owners, most of whom are actively involved in managing the business; and (2) the owners have little or no liquidity options because there is no market for such shares. In addition, this Note presents new proposals to further mitigate the structural realities that incentivize companies to remain private and, instead, encourage them to go public: (1) award firms that go public temporary exemptions from burdensome regulations that apply to public companies, such as the Sarbanes-Oxley Act; and (2) offer tax credits to companies that conduct IPOs.", "mime": "application/pdf"}, {"id": "cblr-1696", "words": "26122", "extension": ".pdf", "flesch": "49", "author": "Meng, Tina", "title": "The Perfect Storm: Puerto Rico\u2019s Evolving Debt Crisis Under PROMESA", "date": "2019", "keywords": "act; bankruptcy; board; bonds; business; certification; columbia; congress; court; creditors; debt; financial; fiscal; fomb; government; governor; interests; island; law; mgmt; new; note; oversight; p.r; plan; process; promesa; public; puerto rico; review; section; stakeholders; storm; supra; supra note; u.s; vol", "summary": "255 U.S. municipal bond funds hold $7.8 billion in Puerto Rico debt and U.S. mutual funds held about $8.4 billion when the island first filed for PROMESA bankruptcy protection in May 2017.256 Similarly, major bond insurers, such as Assured Guaranty and Ambac, each hold close to $10 billion in Puerto Rican debt.257 Nevertheless, while these 250 In this case, the \u201cgovernment\u2019s\u201d interest is represented through the FOMB, as it is formally an entity within Puerto Rico, but functions as a representative of Puerto Rico\u2019s interests. 255 Nathan Bomey, \u2018Wipe Out\u2019 Puerto Rico Debt?", "mime": "application/pdf"}, {"id": "cblr-1697", "words": "30728", "extension": ".pdf", "flesch": "49", "author": "Ravich, Timothy M.", "title": "Grounding Innovation: How Ex-Ante Prohibitions and Ex-Post Allowances Impede Commercial Drone Use", "date": "2019", "keywords": "admin; aerial; agency; aircraft; aircraft systems; airspace; authority; aviation; business; business law; case; civil; columbia; commercial; congress; data; drone; drone law; example; faa; fact; federal; flight; flying; grounding; industry; innovation; june; law; law review; laws; market; model aircraft; national; new; note; operations; property; public; regulation; regulatory; review; rule; safety; small; state; supra; technology; u.s; uas; uav; uavs; use; vol", "summary": "Since there is no chance of FAA drone rules being published in the near future, it is now up to Congress to determine whether it wants every model aircraft regardless of size to be regulated by the FAA\u2019s rules for manned aircraft.\u201d). He is also author of COMMERCIAL DRONE LAW: DIGEST OF U.S. AND GLOBAL UAS RULES, POLICIES, AND PRACTICES (AMERICAN BAR ASSOCIATION 2017) and served as Principal Investigator of Evolving Law on Airport Implications by Unmanned Aerial Systems, a 2017 project sponsored by the National Academy of Sciences, Engineering, and Medicine, Airport Cooperative Research Program.", "mime": "application/pdf"}, {"id": "cblr-1699", "words": "21582", "extension": ".pdf", "flesch": "53", "author": "McGarvey Hidy, Kathleen", "title": "Business Disputes Over Social Media Accounts: Legal Rights, Judicial Rationales, and the Resultant Business Risks", "date": "2018", "keywords": "2018.2_hidy_final; access; business; business disputes; business law; control; court; dist; district; district court; eagle; employee; facebook; law; lexis; linkedin; maremont; media accounts; page; property; twitter; u.s", "summary": "[Vol. 2018 otherwise attempting to divert social media account followers from the business organization.354 A business organization can adopt a conflict of interest policy, empowering the business to discipline and even terminate an employee who uses social media accounts in a way that competes with the business or misuses the business\u2019s intellectual property or proprietary information.355 A corporate policy on the return of confidential information should include the return of access information for social media accounts.356 C. Contract Review and Due Diligence Involving Social Media Accounts Business organizations may mitigate risk through the careful drafting and review of contracts which relate to the rights and duties surrounding social media account control. Federal courts, the favored forum to bring these disputes, evaluate both federal and state law claims when analyzing the rights associated with business social media accounts.", "mime": "application/pdf"}, {"id": "cblr-1700", "words": "29243", "extension": ".pdf", "flesch": "50", "author": "Fan, Jennifer S.", "title": "Catching Disruption: Regulating Corporate Venture Capital", "date": "2019", "keywords": "2018.2_fan_final; board; business; campbell; capital funds; capital market; columbia; companies; company; corporations; cvc; cvcs; deals; disruption; financial; general; information; insights; intel capital; investments; investors; law; limited; market; new; note; ordering; parent; partners; percent; portfolio; public; report; review; startups; supra; supra note; venture capital; ventures; vol", "summary": "In February 2016, Campbell Soup announced the formation of Acre Venture Partners, a Delaware limited partnership (\u201cAcre Venture Partners\u201d), intending to make venture capital investments in innovative new companies in food and food-related industries. This differs from the goal of venture capital funds, which aim to get extremely high returns (i.e. homeruns) on investments made on behalf of limited partners who invest in venture capital funds.", "mime": "application/pdf"}, {"id": "cblr-1701", "words": "11644", "extension": ".pdf", "flesch": "50", "author": "Rana, Aliza", "title": "Scan, Copy, Print: How To Minimize Copyright Infringement During the 3D Technology Revolution", "date": "2019", "keywords": "2018.2_rana_final; cad; copyright; copyright infringement; distribution; files; inc; infringement; law; liability; note; odps; owners; printing; supra; users; work", "summary": "The goal of copyright protection is to spur innovation and creativity, both on behalf of individuals and companies of all sizes.178 Rather than adopt solutions that are only practical for certain product lines or certain companies, this Note suggests a solution that would minimize copyright infringement through ODPs for the ma- jority of copyright owners and incentivize self-regulation by the intermediaries that support infringing activity. Copyright Laws and Who Can Copyright Owners Hold Liable for Such Infringement? .................................................", "mime": "application/pdf"}, {"id": "cblr-1702", "words": "14306", "extension": ".pdf", "flesch": "54", "author": "Oren, Ori", "title": "ICO\u2019s, DAO\u2019s, and the SEC: A Partnership Solution", "date": "2019", "keywords": "2018.2_oren_final; business; code; curators; dao; holders; howey; ico; investment; investors; note; partnership; profits; rights; sec; securities; storj; token", "summary": "DAO token purchasers indisputably invested money in The DAO token. There is no doubt that DAO token purchasers invested money with the reasonable expectation of profits.", "mime": "application/pdf"}, {"id": "cblr-1706", "words": "20451", "extension": ".pdf", "flesch": "52", "author": "Johnsen, D. Bruce", "title": "A Transaction Cost Assessment of SEC Regulation Best Interest", "date": "2019", "keywords": "2018.3_johnsen_final; advice; analysis; assessment; benefits; broker; business; clients; columbia; conflicts; costs; financial; interest; investment; investors; law; market; note; parties; regulation; retail; review; rule; sec; securities; standard; supra; transaction; transaction cost; u.s", "summary": "If transaction costs were zero, the parties would naturally negotiate for the socially optimal activity level in their own self-interest because doing so would increase their joint gains from trade. As Coase stated in his Nobel address, \u201cWhat I think will be considered in the future to have been the important contribution of this article is the explicit introduction of transaction costs into economic analysis.", "mime": "application/pdf"}, {"id": "cblr-1707", "words": "31852", "extension": ".pdf", "flesch": "55", "author": "Ricks, Morgan", "title": "Money As Infrastructure", "date": "2019", "keywords": "2018.3_ricks_final; access; account; act; balance; bank; bank regulation; banking; business; central; central bank; columbia; cost; deposit; economic; entry; federal; federal reserve; funds; funds rate; government; infrastructure; interest; ioer; law; market; money; money paradigm; new; note; paradigm; payments; policy; public; rate; regulation; requirements; reserve; reserve bank; review; service; sheet; stat; supra; system; term; transaction; u.s; universal; vol", "summary": "This Part argues that administrative controls on bank deposit rates present an attractive (and previously overlooked) strategy for addressing these problems. The authors summarize evidence that bank deposit rates respond asymmetrically to changes in federal funds rates: When federal funds rates decline, banks quickly reduce deposit rates, but when federal funds rates increase, banks are slow to raise deposit rates.", "mime": "application/pdf"}, {"id": "cblr-1708", "words": "32209", "extension": ".pdf", "flesch": "45", "author": "Winden, Andrew", "title": "Sunrise, Sunset: An Empirical And Theoretical Assessment of Dual-Class Stock Structures", "date": "2019", "keywords": "2018.3_winden_final; business; business law; class; class companies; class data; class stock; class structures; columbia; companies; company; control; corporate; death; entrepreneur; firms; form; founder; inc; investors; ipo; law; law review; management; non; note; number; provisions; public; review; rights; shareholders; stock structures; structures; sunrise; sunset; sunset provisions; supra; time; value; vote class; vote shares; vote stock; voting; years", "summary": "Some academic studies have shown that from a purely economic point of view, dual class structures have not harmed the share price of companies . . . . This promotes more discipline regarding management decisions and less incentive to pursue private benefits of control.117 their paper, \u201cthe Total Q matched analysis favors dual class firms, and suggests the dual class structure may not be detrimental at all.\u201d", "mime": "application/pdf"}, {"id": "cblr-1709", "words": "12812", "extension": ".pdf", "flesch": "40", "author": "Auman, Jason", "title": "Hacking Our Securities Disclosure System: The Need For Federal Broker-Dealer Disclosure Requirements Vis-\u00c0-Vis Cyber Incidents", "date": "2019", "keywords": "2018.3_auman_final; breach; broker; business; companies; customer; cybersecurity; data; dealers; disclosure; federal; information; law; new; note; notification; public; requirements; risk; sec; section; securities; security; state; supra; system", "summary": "[Vol. 2018 income and net worth.1 However, according to a 2015 Securities and Exchange Commission (\u201cSEC\u201d) report, eighty- eight percent of broker-dealers have been the victims of cyberattacks, a significant number of which involved losses of over $5000.2 Moreover, cyberattacks in the financial sector have grown more frequent and sophisticated due to technological advances, adjustments in firm business models, and changes in how customers use technology, each of which cause new vulnerabilities in firm information systems.3 Other than a handful of famous data breaches, such as those involving Fidelity in 20144 and TD Ameritrade in 2007,5 a lack of public disclosure requirements means that little is known about the extent of broker-dealer cyber safety.6 Under current SEC regulations, broker-dealers must take preventative actions like establishing safeguards against cyber breaches and maintaining security programs that can identify red flags.7 These include adopting policies and procedures to protect customer information and to detect, 1 What to Expect When You Open a Brokerage Account, FIN. [Vol. 2018 interpretation of the Gramm-Leach-Bliley Act requirement that banks maintain programs ensuring the security of customer information and protecting customer information against unauthorized access.47 More importantly, the guidance prescribes a risk-based incident response program, including timely notification of customers affected by a breach.48 The regulatory agencies clarify that the circumstances requiring notification are instances in which the bank has reason to believe that \u201cmisuse of its information about a customer has occurred or is reasonably possible.", "mime": "application/pdf"}, {"id": "cblr-1710", "words": "23240", "extension": ".pdf", "flesch": "48", "author": "Obear, Josh", "title": "Move Last and Take Things: Facebook and Predatory Copying", "date": "2019", "keywords": "2018.3_obear_final; advertising; alcoa; antitrust; app; apps; attention; business; business law; columbia; competition; competitors; conduct; consumers; copying; court; facebook; features; law; market; media; microsoft; monopoly; myspace; network; new; news; platform; power; predatory; product; review; supra note; things; users", "summary": "Onavo can track how consumers use their phones, even when they are not using Facebook products, allowing Facebook to see how consumers are reacting to new features on other apps and platforms.207 Google+ in response to a data security breach that \u201cexposed the private data of up to 500,000 users.\u201d However, individual Facebook users arguably do pay to use Facebook by transferring to Facebook the right to gather data, a valuable commodity.", "mime": "application/pdf"}, {"id": "cblr-1711", "words": "13995", "extension": ".pdf", "flesch": "43", "author": "Wu, Erica", "title": "Biotech Crowdfunding: How the JOBS Act Alone Cannot Save Investors", "date": "2019", "keywords": "2018.3_wu_final; act; biotech; business; capital; companies; crowdfunding; disclosure; fda; intermediary; investment; investors; ipo; issuer; jobs; jobs act; law; market; note; securities; supra; supra note; title", "summary": "BIOTECH CROWDFUNDING 1067 decade.31 The IPO Task Force, formed in 2011 and comprised of \u201cventure capitalists, experienced CEOs, public investors, securities lawyers, academicians[,] and investment bankers,\u201d32 identified several regulatory and market challenges that discouraged EGCs from going public.33 Since the late 1990s, a series of new rules and regulations (including the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010) required that public companies adopt more stringent financing and accounting systems.34 These rules and regulations came about in response to a series of crises and scandals at major public companies and constituted an attempt to restore confidence in the public markets.35 This one-size-fits-all U.S. securities regulation scheme placed enormous compliance costs on companies contemplating an IPO.36 For EGCs in particular, compliance demanded a substantial proportion of the company\u2019s earnings and lowered the company\u2019s market capitalization.37 EGCs could not provide as much information to potential investors, making their stocks more difficult to understand and invest in, and investment banking practices thus shifted toward high- frequency trading of large-cap stocks instead of long-term investing in companies.38 As a result, the IPO process became 31 Id. at 6. 32 Id. at 1. 33 Id. at 8. 34 Id. at 9 35 Id. 36 Id. at 8. This Note has presented a wide-ranging description of the various protections available to potential biotech investors from bad actors, focusing on the crowdfunding protections currently set out in Title III and those provided by the FDA\u2019s regulatory authority and patent law.", "mime": "application/pdf"}, {"id": "cblr-1712", "words": "26515", "extension": ".pdf", "flesch": "53", "author": "Johnston, Jason Scott", "title": "High Cost, Little Compensation, No Harm to Deter: New Evidence On Class Actions Under Federal Consumer Protection Statutes", "date": "2017", "keywords": "action settlements; atm; attorneys; business; cases; class; class actions; class compensation; class counsel; class members; class settlements; compensation; consumer class; cost; data; debt; fcra; fdcpa; federal; fees; filings; harm; ill; illinois; johnston; law; n.d; notice; protection; rate; statutes; tcpa; tcpa class", "summary": "Further evidence that the 8.5% class compensation rate in Table 2 may be generally valid for ATM \u201con or at\u201d notice cases is provided by a report from class counsel in Barreto that, as \u201cthe claim form return rate in consumer class action settlements is between 2 and 20%,\u201d the 5% rate in Barreto (a total of 18 claimants) was \u201cwell within the average return rate in the consumer class action context.\u201d This sample of consumer class actions is the largest yet studied whose results can be subject to replication.1 In brief summary, this Article\u2019s empirical findings show that in at least half of the class actions in our sample, the plaintiffs 1", "mime": "application/pdf"}, {"id": "cblr-1713", "words": "28946", "extension": ".pdf", "flesch": "48", "author": "Guseva, Yuliya", "title": "Extraterritoriality of Securities Law Redux: Litigation Five Years After Morrison v. National Australia Bank", "date": "2019", "keywords": "act; action; benefits; bonding; business; capital; cases; class; companies; costs; cross; disclosure; et al; exchange; fin; firms; foreign; guseva; investors; issuers; law; level; listing; litigation; market; morrison; plaintiffs; risk; securities; settlement; states; stock; supra note; trading; u.s; united; value", "summary": "Foreign firms enter U.S. securities markets in four principal ways. [Vol. 2017 formidable enforcement and litigation apparatus faced by cross-listed firms.", "mime": "application/pdf"}, {"id": "cblr-1715", "words": "32598", "extension": ".pdf", "flesch": "42", "author": "Eldar, Ofer", "title": "The Role of Social Enterprise and Hybrid Organizations", "date": "2017", "keywords": "abilities; beneficiaries; benefit; borrowers; business; capital; certification; columbia; commitment; consumers; control; eldar; enterprises; example; firms; hybrid; impact; income; individuals; information; law; market; mechanisms; nonprofit; note; organizations; producers; products; profit; rates; review; section; standards; subsidies; subsidy; supra; supra note; trade; training; use; vol; workers", "summary": "[Vol. 2017 Social Investment Firms: Social investment firms make relatively small investments in businesses, including in other social enterprises, which are perceived as too risky for commercial investors, such as private equity and venture capital firms. These organizations, which are commonly referred to as \u201csocial enterprises,\u201d include microfinance institutions, firms that sell fair trade products, work integration firms, and low-cost sellers of essential goods and services such as eyeglasses, bed nets, and healthcare.", "mime": "application/pdf"}, {"id": "cblr-1716", "words": "22049", "extension": ".pdf", "flesch": "41", "author": "Che, Erica", "title": "Workplace Wellness Programs and The Interplay Between The ADA\u2019s Prohibition On Disability-Related Inquiries and Insurance Safe Harbor", "date": "2017", "keywords": "ada; benefits; che; court; eeoc; employees; employer; employer health; harbor; health; health benefits; health insurance; health screening; incentives; information; inquiries; insurance; law; note; plan; risks; supra; wellness programs; workplace wellness", "summary": "As employee wellness programs continue to evolve in form and use in the workplace, employers will continue to seek guidance from regulatory agencies and the courts. Activity-only health- contingent programs, such as walking, diet, and exercise programs, incentivize employees to complete an activity related to a health factor but do not require an individual to attain a specific health outcome to obtain the reward.80 Outcome-based health-contingent programs, meanwhile, require employees to attain or maintain a specific health outcome, such as achieving certain results on biometric screenings, to obtain a reward.81 Because these programs involve incentives that run directly against HIPAA\u2019s prohibition against health-based discrimination in group health plans, employers must abide by five specific requirements to comply with HIPAA\u2019s rules,82 including the 78 Id.; see also David Orentlicher, Health Care Reform and Efforts to Encourage Healthy Choices by Individuals, 92 N.C.L. REV. 1637, 1649 (2014) (\u201cTo encourage enrollment in employer wellness programs, the ACA extends provisions in [HIPAA] that allow employers to promote program participation with financial incentives.", "mime": "application/pdf"}, {"id": "cblr-1717", "words": "17570", "extension": ".pdf", "flesch": "52", "author": "Ades-Laurent, Gala", "title": "Disappearing Stock Options: The Evolution of Equity Pay", "date": "2017", "keywords": "ades; ceo; companies; company; compensation; date; disclosure; equity; equity compensation; executive; executive compensation; grant; laurent; law; note; option compensation; options; pay; performance; price; risk; section; stock; stock compensation; stock options; supra; tax; value", "summary": "Indeed, the evidence in this Section suggests that since 2009, there has been an aggregate increase in stock compensation and decline in option compensation. Aggregate Increase in Stock and Decrease in Option Compensation Over the last ten years, there has been a significant reduction in option compensation and a sharp increase in stock compensation in executive pay packages.", "mime": "application/pdf"}, {"id": "cblr-1718", "words": "12580", "extension": ".pdf", "flesch": "49", "author": "Hsia, Julie", "title": "Twitter Trouble: The Communications Decency Act in Action", "date": "2017", "keywords": "act; communications; content; decency; defamation; hsia; immunity; information; internet; jan; law; laws; liability; note; removal requests; supra; supra note; twitter", "summary": "However, due to this immunity, websites have no incentive to remove defamatory content, which undermines the entire purpose of the Communications Decency Act. To improve this statute and promote the removal of defamatory content, the United States should follow in the footsteps of countries with more effective Internet laws.", "mime": "application/pdf"}, {"id": "cblr-1719", "words": "19137", "extension": ".pdf", "flesch": "50", "author": "Lin, Yu-Hsin", "title": "Controlling Controlling-Minority Shareholders: Corporate Governance and Leveraged Corporate Control", "date": "2017", "keywords": "article; business; charter; class; class share; companies; control; controlling; european; fin; firms; governance; ipo; law; market; mechanisms; midstream; minority; minority shareholders; note; ownership; public; review; rights; shareholders; shares; structure; supra note; value; vote; voting", "summary": "Using cross-country data, both La Porta et al. and Claessens et al. find that the cash-flow rights of controlling shareholders are positively correlated with shareholder value, which is consistent with the incentive effect of cash-flow ownership under agency theory.85 With regard to the effect of the wedge on firm value, the results are somewhat mixed. Instead, IPO charters commonly include a staggered board, which is a takeover defense that is considered to be value-decreasing.121 From an agency theory perspective, one-share one-vote is an efficient allocation of corporate control because shareholders are the only group of corporate stakeholders who bear the risks of bad decisions and have the right incentives to make discretionary decisions.122 Mechanisms that create deviations from the one-share one-vote rule would result in greater entrenchment agency costs by insulating managers from the market for corporate control.123 Controlling-minority shareholders not only have the incentive, but also the ability, to extract private benefits at the expense of outside shareholders.124 From a contractarian theorist\u2019s point of view, mechanisms that offer shareholders leveraged control are not desirable in IPO charters.", "mime": "application/pdf"}, {"id": "cblr-1720", "words": "28812", "extension": ".pdf", "flesch": "49", "author": "Shilon, Nitzan", "title": "Putting Directors\u2019 Money Where Their Mouths Are: A New Approach to Improving Corporate Takeover Dynamics", "date": "2017", "keywords": "2:511; arrangement; bid; bidder; bids; board; business; columbia; commitment; corporate; costs; courts; del; directors; dynamics; firm; hostile; inc; information; law; note; price; review; shareholders; shilon; stock; stock commitment; supra; takeover; target; target boards; target directors; target stock; term; value; vol", "summary": "[Vol. 2017 because target directors are in a unique conflict of interest with their shareholders in takeover situations and because of the inherent challenges in adjudicating substantive coercion effectively, there is a need to improve the doctrine. [Vol. 2017 10b-5.141 Therefore, target directors who have confidential information about the target and commit to buy the target\u2019s stock might be conducting a fraudulent transaction.", "mime": "application/pdf"}, {"id": "cblr-1721", "words": "33561", "extension": ".pdf", "flesch": "51", "author": "Fisher, William O.", "title": "To Thine Own CEO Be True: Tailoring CEO Compensation to Individual Personality and Circumstances", "date": "2017", "keywords": "awards; business; cash; ceo; ceo compensation; ceo pay; companies; company; company equity; compensation; equity; executive; fisher; grant; incentive; individual; law; moorman; nsc; number; options; pay; performance; price; proxy; proxy statement; risk; shares; statement; stock; supra note; term; total; value; wealth; year", "summary": "Other CEOs might ignore a lengthy list and concentrate on one or more measures that both (i) seem better able to grade company performance overall, like stock price performance and dividends; and (ii) are more important to the CEO financially, as will be the stock price if the executive has shares of company stock worth millions of dollars.135 Whether small payments for multiple, subdivided performance measures do any good depends on the individual CEO. Studies find a positive association between significant top executive ownership of company stock and company financial performance.70 The seeming rationality of the current system rests, however, on abstract design.", "mime": "application/pdf"}, {"id": "cblr-1722", "words": "15982", "extension": ".pdf", "flesch": "47", "author": "Wozny, Lucas", "title": "National Anti-Vulture Funds Legislation: Belgium's Turn", "date": "2017", "keywords": "business; capital; cds; columbia; countries; creditors; debt; debt market; debt relief; default; funds; funds law; funds legislation; hipc; law; legislation; market; national; note; relief; review; rights; sovereign; state; supra; supra note; vulture; vulture funds; wozny", "summary": "Following the common parlance and to avoid confusion, the term \u201cvulture fund\u201d as used in this Note will refer exclusively to sovereign distressed debt funds and \u201cvulture fund investments\u201d will refer to investments in sovereign distressed debt here on out. While this law has received high praise from the United Nations and from other nations also considering passing similar legislation, a careful analysis demonstrates it is not sensitive to the benefits that vulture funds bring, such as providing incentives to sovereigns to form more efficient capital structures, providing a moral hazard counterbalance, serving as liquidity- providers on the secondary distressed-debt market, and providing information to the market.", "mime": "application/pdf"}, {"id": "cblr-1723", "words": "17712", "extension": ".pdf", "flesch": "50", "author": "Goeman, Carly J.", "title": "The Price Isn't Right: Shareholder Proposals as Opportunities for Institutional Investors to Restore Firm Value and Reduce Pharmaceutical Prices", "date": "2017", "keywords": "action; board; business; companies; company; drug; exclusion; gilead; goeman; investors; law; letter; note; pharmaceutical; policies; policy; price; pricing; proposal; proxy; ret; review; rule; sec; section; shareholder; shareholder proposals; state; supra; supra note; sys", "summary": "This Note considers the use of shareholder proposals to address drug pricing policies at the company level. By evaluating the success of prior attempts to impact drug prices through shareholder proposals, this Note concludes that institutional investors are the linchpin of shareholder success, whether that success is through a vote at the annual meeting or a compromise at the negotiation table.", "mime": "application/pdf"}, {"id": "cblr-1724", "words": "15959", "extension": ".pdf", "flesch": "43", "author": "Brandt, Elizabeth N.", "title": "The Crowdfund Act\u2019s Impact on Women-Owned Businesses\u2019 Access to Capital", "date": "2019", "keywords": "access; act; brandt; business; capital; companies; crowdfund act; crowdfunding; entrepreneurs; equity; government; investors; law; new; regulation; review; sba; section; securities; supra note; venture; venture capital; wobs; women", "summary": "Heavily delayed promulgation, poor implementation, and overall ineffectiveness often plagued the incentive plans that Congress did pass.9 Federal contracting, the modern federal government\u2019s main source of outreach to WOBs, has arguably failed to meet its goals since implementation.10 Various government actors undertook other pilot projects in an effort to improve access to capital for women business owners, but these projects failed to achieve long-term large-scale adoption or success.11 This Section explores the government\u2019s historically oscillating attitude towards women in the workforce, then specifically women as entrepreneurs, to understand the various governmental efforts to reach out to WOBs, to examine the current accessibility of capital available to WOBs, and to inform our understanding of the federal government\u2019s ability to provide support to WOBs moving forward. However, female entrepreneurs face on-going challenges in gaining access to capital through traditional capital-raising mechanisms such as venture capital or bank loans.", "mime": "application/pdf"}, {"id": "cblr-1725", "words": "25474", "extension": ".pdf", "flesch": "55", "author": "Anderson, Mark; Huffman, Max", "title": "The Sharing Economy Meets The Sherman Act: Is Uber a Firm? a Cartel? or Something in Between?", "date": "2018", "keywords": "act; agreement; airbnb; anderson; antitrust; business; columbia; coordination; court; drivers; economy enterprises; enterprise; firms; huffman; inc; law; platform; price; reason; risk; rule; section; service; sharing economy; sherman; subject; suppliers; terms; u.s; uber", "summary": "The success of Uber, Airbnb, and other sharing economy firms, and the con- sumer benefits that those firms promise, show both how diffi- cult and how important that re-envisioning can be. \u201cPer se\u201d invalid- ity remains possible but, in light of the unique benefits that sharing economy enterprises produce, is unlikely.", "mime": "application/pdf"}, {"id": "cblr-1726", "words": "29593", "extension": ".pdf", "flesch": "47", "author": "Awrey, Dan", "title": "Brother, Can You Spare a Dollar? Designing an Effective Framework for Foreign Currency Liquidity Assistance", "date": "2018", "keywords": "assistance; awrey; banks; business; central; countries; credit; crisis; currency; currency liquidity; dollar; eurodollar; eurodollar market; facilities; fcla; fed; federal; financial; foreign; funding; global; imf; institutions; international; law; liabilities; lines; market; money; note; reserve; states; supra; supra note; swap; system; term; u.s; united", "summary": "In total, the Federal Reserve would make over $USD10 trillion available to foreign central banks under these swap lines over the course of the financial cri- sis.159 Similar central bank swap lines were established dur- The shortage thus contributed to the broader contraction of lending and fire sale dynamics that fanned the flames of the crisis.24 Ulti- mately, it was the desire to extinguish these flames that mo- tivated the Federal Reserve and other central banks to pro- vide such extraordinary support to foreign financial institutions.", "mime": "application/pdf"}, {"id": "cblr-1727", "words": "27478", "extension": ".pdf", "flesch": "38", "author": "Hutchison, Camden", "title": "Progressive Era Conceptions of the Corporation and the Failure of the Federal Chartering Movement", "date": "2018", "keywords": "act; administration; american; bill; bureau; business; business law; chartering; chicago; columbia; commission; conceptions; conference; corporate; corporations; economic; federal; government; hutchison; incorporation; industrial; jersey; law; laws; legislation; national; new; note; proposals; public; regulation; review; roosevelt; state; supra; supra note; trusts", "summary": "Ultimately, the absence of federal corporate law was a product of historical circumstance, rather than any conscious determination of legal or economic policy. Although the scope of federal corporate law has steadily increased over the decades, making notable inroads in the areas of securities regulation,1 proxy voting,2 gatekeeping,3 retirement fund investments,4 certain reorganizational transactions,5 and\u2014most recently\u2014executive compensation, board nominations, and disclosure by hedge fund and private equity fund managers,6 the fundamental principles of corporate governance remain within the purview of the respective states.", "mime": "application/pdf"}, {"id": "cblr-1728", "words": "19027", "extension": ".pdf", "flesch": "46", "author": "Kanzawa, Janet W.", "title": "Lobsters, Hot Air Balloons, and the Hometown Tax: A Japanese Model for Revitalizing Rural Economies in the United States", "date": "2019", "keywords": "businesses; donations; donors; economies; furusato; gifts; governments; hometown tax; income; japan; kanzawa; law; municipalities; note; n\u014dzei; prefecture; receive; return; return gifts; revenue; rural; states; supra; tax donations; tax revenue; tax system; taxpayers; u.s; value", "summary": "[Vol. 2017 Another example of Hometown Tax Return Gifts that policymakers should eliminate if they are seeking to accomplish goal (ii) is gift cards that a donor can redeem for cash from third parties online. However, there so far do not appear to be any instances of businesses that have irrationally stopped their efforts to find independent sources of revenue solely because they were chosen as Return Gift suppliers.144 For instance, ten percent of the output from livestock raisers in the town of Miyakonoj\u014d is now dedicated to use as Hometown Tax Return Gifts; this is a significant amount of their annual revenue, but has not caused them to stop producing the other ninety percent of their output.", "mime": "application/pdf"}, {"id": "cblr-1729", "words": "14158", "extension": ".pdf", "flesch": "61", "author": "Kim, Eugene", "title": "Biotech Patent Eligibility: A New Hope", "date": "2018", "keywords": "abstract; alice; cellzdirect; circuit; claims; court; eligibility; fed; inc; kim; law; mayo; method; patent; patent eligibility; step; u.s", "summary": "The patent described a process of administering the drug and determining the level of drug metabolites in the patient, wherein the level of metabolites outside of a certain range indicated a need to alter the amount of the drug to enhance efficacy while reducing toxici- ty.238 Importantly, the Court framed the question presented as whether the \u201cpatent claims add enough to their statements of the correlations to allow the processes they describe to qualify as patent eligible processes that apply natural laws. If the answer is yes, the court must then search for an \u201cinventive concept\u201d that transforms the nature of the claim into a patent-eligible application.254 In Alice, the Court\u2014in another short opinion\u2014summarily found that the patent claims were directed to the abstract idea of interme- diated settlement.255 For the second step, it ruled that \u201cmethod claims, which merely require generic computer implementation, fail to transform that abstract idea into a patent-eligible inven- tion.\u201d256", "mime": "application/pdf"}, {"id": "cblr-1730", "words": "15270", "extension": ".pdf", "flesch": "52", "author": "Smith, Alec", "title": "Advisers, Brokers, and Online Platforms: How a Uniform Fiduciary Duty Will Better Serve Investors", "date": "2018", "keywords": "advice; advisers; brokerage; brokers; duty; fiduciary; investment; investor; online; platforms; sec; smith; standard; supra note; uniform", "summary": "[Vol. 2017 For online investors, a consumer protection system based in contract law may not be any worse than the mixed-bag fi- duciary and semi-fiduciary systems that currently govern Brokers. Moreover, the terms of online investor agreements are often such that an in- vestor\u2019s mistaken beliefs about any services or information provided by the online platform are insufficient grounds for any claims or recovery against the brokerage firm.", "mime": "application/pdf"}, {"id": "cblr-1731", "words": "18686", "extension": ".pdf", "flesch": "46", "author": "Cunningham, Lawrence A.", "title": "Berkshire\u2019s Blemishes: Lessons for Buffett\u2019s Successors, Peers, and Policy", "date": "2016", "keywords": "berkshire; berkshire hathaway; berkshire model; blemishes; board; buffett; business; capital; ceo; clayton; columbia; companies; company; conglomerate; controls; corporate; costs; cunningham; energy; executive; governance; inc; law; managers; model; note; policy; power; public; relations; review; shareholders; sokol; stock; subsidiaries; supra; supra note; value; vol; warren buffett", "summary": "Buffett\u2019s successor will likely organize Berkshire into some dozen divisions whose heads report to headquarters\u2014the model followed at the Marmon Group, a mini-Berkshire created by the fabled Pritzker brothers and now a Berkshire subsidiary.39 C. Externalities of Decentralization: Consumers/Workers Buffett delegates nearly unbridled discretion to subsidiary chief executives; many of those likewise delegate power to heads of divisions, and many Berkshire companies 38 See Steve Jordon, Warren Buffett Says He Replaced Benjamin Moore\u2019s CEO to Keep a Promise, OMAHA WORLD-HERALD (Oct. 16, 2013), http://www.omaha.com/money/warren-buffett-says-he-replaced-benjamin- moore-s-ceo-to/article_1c0cb4b7-b2bc-514e-a6a3-ae9697c2ee6f.html [http:// perma.cc/HMY8-UU6K]; James Covert, Warren Buffett Cans Benjamin Moore CEO, N.Y. POST (Sept. 27, 2013), http://nypost.com/2013/09/27/ warren-buffett-cans-benjamin-moore-ceo Accordingly, the Berkshire succession plan envisions a somewhat tighter leash on Buffett\u2019s successor\u2014and, unusually for Berkshire, joins a trendy feature in contemporary governance of splitting the roles of board chairman and chief executive.21 That outcome should be continually monitored by Berkshire\u2019s board, which should be willing to loosen or tighten it, even if incrementally, as may be indicated by performance from time to time.22 19 Letter from Warren E. Buffett, Chairman, Berkshire Hathaway, Inc., to Shareholders of Berkshire Hathaway, Inc. 17 (Feb. 28, 2014) http://www.berkshirehathaway.com/letters/2013ltr.pdf", "mime": "application/pdf"}, {"id": "cblr-1732", "words": "24881", "extension": ".pdf", "flesch": "47", "author": "Kastiel, Kobi", "title": "Against All Odds: Hedge Fund Activism in Controlled Companies", "date": "2016", "keywords": "activist; board; business; class; companies; company; controllers; demands; directors; engagements; firms; fund; fund activism; governance; hedge; hedge fund; inc; kastiel; law; minority; new; note; odds; ownership; public; review; shareholders; stock; structure; supra; supra note; times; voting", "summary": "To fill this gap, this Article presents the first comprehensive account of hedge fund activism in controlled companies in the United States. Using empirical data and illustrative examples from recent years, the Article finds a surprising number of activist engagements with controlled companies, and unveils the variety of channels through which activism is deployed as well as the limitations of these channels.", "mime": "application/pdf"}, {"id": "cblr-1734", "words": "14562", "extension": ".pdf", "flesch": "64", "author": "Mavruk, Taylan; Seyhun, H. Nejat", "title": "Do SEC\u2019s 10b5-1 Safe Harbor Rules Need To Be Rewritten?", "date": "2016", "keywords": "-0.0003; firms; harbor; information; insiders; mavruk; months; plans; profitability; purchases; returns; rule; sales; sec; seyhun; size; time; trades; trading; transactions; year", "summary": "Finally, we separate insider trades between purchases and sales. From 2006 to 2007, the total number of insider trades just about doubled, and it remained elevated throughout 2008.", "mime": "application/pdf"}, {"id": "cblr-1735", "words": "11116", "extension": ".pdf", "flesch": "51", "author": "Guo, Carrie", "title": "Credit Rating Agency Reform: A Review of Dodd-Frank Section 933(b)\u2019s Effect (or Lack Thereof) Since Enactment", "date": "2016", "keywords": "933(b; act; actions; agencies; agency; class; cras; credit; dodd; frank; guo; law; litigation; market; note; rating; reform; section; securities; supra; u.s.c", "summary": "In particular, given the importance of private enforcement in the overall regulatory framework, the language of Section 933(b) is especially promising, as it relaxes the scienter requirement for complaints filed as part of private class action suits against rating agency defendants. C. Inquiry into Changes in CRA Best Practices Since Dodd-Frank\u2019s Enactment Section 933(b) redefined the scienter requirement in private suits against rating agency defendants as knowing or reckless failure to carry out reasonable investigation or reasonable verification of the factual elements used to arrive at their ratings.118 The major CRAs have since adapted to this standard by preemptively adopting codes of conduct stipulating to reasonable investigation of factual elements, as well as reasonable verification when available.119 CRAs granted the CRA defendants\u2019 joint motion to dismiss, and the plaintiff\u2019s appeal was dismissed on November 9, 2015.", "mime": "application/pdf"}, {"id": "cblr-1736", "words": "11552", "extension": ".pdf", "flesch": "49", "author": "Serpin, Pelin", "title": "The Public Morals Exception After the WTO Seal Products Dispute: Has the Exception Swallowed the Rules?", "date": "2019", "keywords": "agreement; article; body; countries; gatt; measures; morals; morals exception; panel; products; public; seal; seal products; supra note; trade; wto", "summary": "While this deci- sion shed some further light on the public morals exception, some commentators argue that by leaving open the definition of which public morals fall within the scope of the exception, the Appellate Body left the doctrine with no boundaries at all, leaving the door open for validation of protectionist measures disguised as measures intended to preserve a pub- lic moral. \u201d24 Another example is the exception contained in Article XXI, providing that a contracting party may act in contravention of its obligations under the GATT when those actions are necessary for the protection of its essential secu- rity interests.25 C. Relevance of the Public Morals Exception This Note addresses a provision that allows member countries to act in contravention of their WTO obligations through measures \u201cnecessary to protect public morals.\u201d26", "mime": "application/pdf"}, {"id": "cblr-1737", "words": "16846", "extension": ".pdf", "flesch": "50", "author": "Miki, Heita", "title": "Live and Let Die: Peeling Back on Municipal Bond Regulation After the 2008 Financial Crisis", "date": "2019", "keywords": "assets; banks; bond market; bonds; c.f.r; credit; fed; financial; funds; liquidity; market; miki; municipalities; note; regulators; retention; retention rule; risk; risk retention; rule; securities; supra; supra note; tobs; volcker; volcker rule", "summary": "IV. ANALYSIS OF WHETHER THE POST- FINANCIAL CRISIS REGULATIONS ON MUNICIPAL BONDS MEANINGFULLY CONTRIBUTE TO THE SOUNDNESS OF THE FINANCIAL SYSTEM This section examines whether post-financial crisis rulemaking on municipal bonds will have a meaningful impact in creating a sounder financial system, or if the regulations have made it more difficult for municipalities to 113 See 15 U.S.C. \u00a7 78o-11(b)\u2013(c)(1) (2012); Credit Risk Retention, 79 Fed. Municipal bonds are highly liquid, as they are convertible into cash with little or no loss of value during a period of liquidity stress.202 As noted earlier, municipal bonds compare favorably with corporate debt in terms of volatility, trading volume and ability to ascertain prices.203 Additionally, legislative history shows that municipal bonds are treated similarly to GSEs.204", "mime": "application/pdf"}, {"id": "cblr-1738", "words": "13199", "extension": ".pdf", "flesch": "47", "author": "Levinson, Ariana R.", "title": "Solidarity on Social Media", "date": "2016", "keywords": "activity; aid; board; case; conditions; employees; employer; employment; inc; labor; law; levinson; media; n.l.r.b; nlrb; policy; protection; terms; test", "summary": "It is a violation of the Act for an employer to interfere with these Section 7 rights.16 Under long-standing precedent, employees act concertedly when two or more employees have a discussion or take action together.17 Under equally well-established precedent, an employee acts concertedly when the employee\u2019s action results from prior collective action, when the employee acts alone but as a representative of other employees, and when an employee acts alone to initiate group action.18 Collective conduct is for mutual aid or protection when it concerns terms and conditions of employment.19 However, conduct that is found to be concerted action for mutual aid or protection can nonetheless lose protection under the Act if found to be egregious in nature. Contra Mushroom Transp., 330 F.2d at 684\u201385 (stating that where one employee advises another, who listens, with the motive only to advise as to what can individually be done to protect the other\u2019s working status, then that is more likely \u201cmere griping\u201d and not preliminary discussions that might result in group action); Adelphi Inst., 287 N.L.R.B. at 1073 (finding that one employee who was placed on probation asking another employee if he had ever been placed on probation was not concerted activity because it was a \u201cpurely personal\u201d inquiry); Daly Park Nursing Home, 287 N.L.R.B. at 710\u201311 (holding that speaking to co-workers about discharge of another employee not protected concerted activity because no \u201cgroup action of any kind [was] intended, contemplated, or even referred to\u201d (quoting Mushroom Transp., 330 F.2d at 685)); Asheville Sch., 347 N.L.R.B. at 881 (reasoning that employee who disclosed co-workers\u2019 wage rates to other employees was engaged in mere griping).", "mime": "application/pdf"}, {"id": "cblr-1739", "words": "29764", "extension": ".pdf", "flesch": "43", "author": "Packin, Nizan Geslevich; Lev-Aretz, Yafit", "title": "On Social Credit and the Right To Be Unnetworked", "date": "2016", "keywords": "access; aretz; behavior; big; business; business law; capital; columbia; consumers; credit; credit score; credit scoring; credit systems; data; decision; disclosure; economics; example; facebook; financial; friends; geslevich; geslevich packin; impact; individuals; information; law; lenders; lending; lev; loan; media; network; new; note; offline; online; packin; people; privacy; process; review; right; risk; score; supra; supra note; theory; type; use; vol", "summary": "This ancient social philosophy is at the heart of a new financial technology system\u2014social credit. While it could be the focus of future follow-up research, this Article focuses on social credit, and only briefly reviews other social ranking trends and the reactions to them.", "mime": "application/pdf"}, {"id": "cblr-1740", "words": "14839", "extension": ".pdf", "flesch": "54", "author": "Xu, Tina", "title": "Staying in Hollywood and the Big Apple: The Effectiveness and Design of Film Production Tax Credits in New York and California", "date": "2016", "keywords": "california; credit program; credits; film; film production; film tax; new; new york; note; production credit; production tax; program; series; state; supra; supra note; tax; tax credit; york", "summary": "XU \u2013 FINAL No. 2:426] FILM PRODUCTION TAX CREDITS 429 significance of the popularity of tax credit programs in other states and countries on programs in New York and California. 6 Hughes, supra note 4, at 8 (2013) (discussing the increasing number of states offering film production tax credits).", "mime": "application/pdf"}, {"id": "cblr-1741", "words": "12202", "extension": ".pdf", "flesch": "54", "author": "Makar, Jake", "title": "After Aereo: Applying the Cable Compulsory License to Internet Retransmission Services", "date": "2016", "keywords": "act; aereo; aereokiller; cable; compulsory; copyright; court; inc; internet; ivi; makar; note; office; section; services; television", "summary": "29 GORMAN, GINSBURG & REESE, supra note 17, at 8 (calling the \u201c[i]mpositon of copyright liability on cable television systems\u201d and the attendant compulsory licensing provisions \u201ckey provisions of the 1976 law\u201d). shall be subject to statutory licensing upon compliance with the requirements of subsection (d) where the carriage of the signals comprising the secondary transmission is permissible under the rules, regulations, or authorizations of the Federal Communications Commission.33 Thus, these provisions effectively place the activity of cable television systems within the ambit of the 1976 Act.34 However, broadcasters\u2019 rights are subject to the limitation created by the enactment of Section 111, \u201cauthorizing the third party exploitation, but requiring payment as determined by an administrative rate-setting procedure.", "mime": "application/pdf"}, {"id": "cblr-1742", "words": "10276", "extension": ".pdf", "flesch": "56", "author": "Smith, Hilary", "title": "The Federal Trade Commission and Online Consumer Contracts", "date": "2016", "keywords": "approach; consumer; consumer contracts; contracting; contracts; courts; enforcement; ftc; law; note; online; privacy; protection; sellers; smith; supra note; terms; wurgler", "summary": "The primary emphasis of the ALI principles regarding consumer contracting involved increased disclosure of terms to ensure the opportunity to read.78 While this approach involves minimal costs and appears attractive as a way to bring consumer contracts within the traditional autonomy theory for contract enforcement, its effect would also likely be minimal.79 As discussed earlier in this Note, it is the cost of reading and understanding contract terms and not the cost of accessing those terms that is the primary cost associated with becoming informed of contract terms.80 Increased ease of access has no observable impact on the readership of terms.81 Consumer contracts, in fact, are not even properly categorized as contracts.", "mime": "application/pdf"}, {"id": "cblr-1743", "words": "16488", "extension": ".pdf", "flesch": "52", "author": "Kim, Clara", "title": "Granting Standing in Data Breach Cases: The Seventh Circuit Paves the Way Towards a Solution to the Increasingly Pervasive Data Breach Problem", "date": "2019", "keywords": "breach cases; card; cases; circuit; clapper; companies; court; credit; data breach; future; harm; information; injury; kim; law; note; plaintiffs; risk; security; standing; supra", "summary": "Lessening the burden of standing requirements for consumer plaintiffs in data breach cases gives plaintiffs a potential avenue for relief, which is especially appropriate since there are inadequate regulatory and legislative mechanisms protecting consumers in data breach situations. B. Laws Governing Data Breach: State and Federal Laws The legal issues that arise in data breach cases, such as determining who is at fault, the appropriate standards, and the remedy, are governed by a variety of laws from different law-making authorities.17 The applicable laws for any given situation generally come from both the state and federal governments.18 Some of these laws address issues specific to data breaches and the attendant increased risk of fraudulent use of stolen information, while others generally govern the protection and storage of information by private companies.19 Any given data breach situation is subject to an array of regulations, but the lack of standardization or enforcement of these measures is alarming.", "mime": "application/pdf"}, {"id": "cblr-1744", "words": "21442", "extension": ".pdf", "flesch": "54", "author": "Buccola, Vincent S. J.", "title": "States' Rights Against Corporate Rights", "date": "2017", "keywords": "affairs; authority; buccola; business; business law; clause; co.; columbia; commerce; corporate; corporations; court; doctrine; exercise; foreign; host; law; note; powers; rev; rights; speech; state; state law; supra; u.s; united", "summary": "L. REV. 639 (2016) (arguing that Citizens United and Hobby Lobby put pressure on state corporate law to ameliorate conflicts of interest within the firm); Greenfield, supra note 3, at 327\u201332 (arguing that attention to governance rules would ameliorate concerns over corporate political influence); Joseph K. Leahy, Corporate Political Contributions as Bad Faith, 86 U. COLO. L. REV. 477 (2015) (arguing that managers\u2019 direction of corporate political contributions might constitute bad faith under state law); Joseph K. Leahy, Are Corporate Super PAC Contributions Waste or Self-Dealing?", "mime": "application/pdf"}, {"id": "cblr-1745", "words": "26648", "extension": ".pdf", "flesch": "51", "author": "Chang, Felix B.", "title": "Second-Generation Monopolization: Parallel Exclusion in Derivatives Markets", "date": "2017", "keywords": "antitrust; bank; business; cds; chang; clearing; clearing market; clearinghouses; columbia; competition; concentration; credit; credit derivatives; dealers; default; derivatives; derivatives markets; exclusion; financial; generation; ice; irs; law; market; market power; members; monopolization; occ; otc; otc derivatives; parallel; report; review; risk; section; supra note; swaps; trade; trading; u.s; vol", "summary": "Derivatives markets serve as a compelling example of parallel exclusion and its harms for several reasons. Combatting the dominance of incumbent dealers underpins much of the corporate and financial regulation of clearinghouses.28 In fact, breaking up dealer dominance has been an implicit goal of the Commodity Futures Trading Commission\u2019s rules on derivatives clearing organizations.29 So far, though, regulatory efforts have failed in this respect.30 All in all, parallel exclusion in derivatives markets is likely to constitute a pernicious kind of exclusion\u2014more anticompetitive than efficient, and altogether risky for the 26 See infra Part IV.", "mime": "application/pdf"}, {"id": "cblr-1746", "words": "29553", "extension": ".pdf", "flesch": "53", "author": "Parkinson, Alex Atticus", "title": "Class Actions As Firms", "date": "2017", "keywords": "actions; agency; agent; attorney; business; cir; claims; class; class action; class counsel; class members; columbia; costs; courts; damages; example; fee; firm; framework; individual; law; litigation; market; note; parkinson; plaintiff; principal; problems; review; rule; settlement; size; supra; supra note; vol", "summary": "However, the hegemony of this framework can misguide courts, which not only aggressively regulate genuine principal-agent problems, as they should, but also regularly constrain the size and scope of class actions without explaining why doing so mitigates agency costs. That said, the principal-agent framework rests on an often-assumed, important, and inarguable foundation: principal-agent problems arise because class actions separate ownership (litigation interests belonging to class members) from management (class counsel).", "mime": "application/pdf"}, {"id": "cblr-1747", "words": "18549", "extension": ".pdf", "flesch": "45", "author": "Tepe, George", "title": "Broker-Dealer Use of \u201cIdle\u201d Customer Assets: Customer Protection With Sweep Program and Securities Lending", "date": "2017", "keywords": "assets; bank; broker; cash; customer; customer assets; customer securities; dealer; funds; lending; margin; margin securities; market; money; note; programs; rule; securities; supra; sweep; tepe; votes", "summary": "In addition, customers whose securities have been lent by their broker- dealer no longer have their shareholder voting rights and could have their proxy votes cancelled by their broker-dealer without their knowledge.6 How broker-dealers count customer shareholder votes implicates larger debates about the importance of shareholder voting,7 and previous authors have examined broker-dealer lending of customer securities from the perspective of corporate voting.8 However, no article has examined canceling shareholder votes through the lens of broker-dealer customer protection. Section II.C will provide an overview of broker-dealer lending of customer securities and associated Federal Reserve, SEC, and FINRA regulations.", "mime": "application/pdf"}, {"id": "cblr-1748", "words": "11133", "extension": ".pdf", "flesch": "59", "author": "Mackenzie, Andrew", "title": "The Tuition \u201cClaw Back\u201d Phenomenon: Reasonably Equivalent Value and Parental Tuition Payments", "date": "2017", "keywords": "bankruptcy; court; debtor; equivalent; law; mackenzie; note; parents; payments; section; transfer; trustee; tuition; tuition payments; value", "summary": "First, while it would not eliminate the difficulty of determining whether a transfer was given in exchange for reasonably equivalent value in every circumstance, it would end the confusion with respect to college tuition transfers. As mentioned above, clawing back college tuition payments is troubling in part because students face growing college expenses (thereby forcing students to take out more loans if their parents are unable to pay), there is a weak job market for young adults, and housing prices are rising, which make it increasingly difficult for millennials to get on their feet after graduation.148 In addition, extending parents\u2019 educational obligation to the college level makes even more sense in light of recent trends whereby many have argued that a college degree is the new equivalent to the old high school diploma.149 This solution may also be more suitable from a mere pragmatic standpoint.", "mime": "application/pdf"}, {"id": "cblr-1749", "words": "14307", "extension": ".pdf", "flesch": "46", "author": "Weiss, Charles A.", "title": "Available to All, Produced By Few: The Economic and Cultural Impact of Europe\u2019s Digital Single Market Strategy Within The Audiovisual Industry", "date": "2017", "keywords": "blocking; bl\u00e1zquez; border; business; commission; content; copyright; dsm; european; exclusivity; geo; law; market; member; online; rights; services; states; supra note; territorial; weiss", "summary": "Supporters of the unification of EU copyright law deem it the most fundamental way to solve the problem of territoriality in copyright, \u201ca truly structural and consistent solution, which 183 Benedicte Page, Oettinger Promises \u2018Balance\u2019 on Copyright, BOOKSELLER (Oct. 16, 2015), http://www.thebookseller.com/news/oettinger- promises-balance-copyright-314735 [https://perma.cc/3J6P-T6UB]. 221 Eva Paunova, Bringing EU Copyright Rules Into the 21st Century, DIGITAL POST (July 9, 2015), http://www.thedigitalpost.eu/2015/channel- digital-single-market/bringing-eu-copyright-rules-into-the-21st-century [https://perma.cc/9JFD-GQEA].", "mime": "application/pdf"}, {"id": "cblr-1750", "words": "44376", "extension": ".pdf", "flesch": "62", "author": "Davis, Alicia J.", "title": "The Institutional Appetite for \u201cQuack Corporate Governance\u201d", "date": "2015", "keywords": "b e; board; c o; ce 0; d 0; d e; d s; davis; e c; e ct; e f; e g; e r; e rs; e s; firm; governance; h e; h ip; investors; io n; ip o; l e; l s; m e; n c; n d; n e; n s; n t; o l; o n; o r; o w; ownership; p e; r s; s h; s o; s t; t e; ti o; u n; u s; value; w e; w n; y e; y s", "summary": "Very little is known about what works in corporate governance, and the empirical evidence on the efficacy of internal governance mechanisms is mixed, at best. He argues that Congress, the Securities and Exchange Commission (the \u201cSEC\u201d), and the highly influential proxy advisory firms who promulgate commercial ratings promote internal governance mechanisms, which have not proven effective, while Congress, state legislatures, and courts not only fail to promote a robust market for corporate control, but also impede its effectiveness by sanctioning both the implementation of antitakeover mechanisms and their maintenance in the face of a hostile bid.14 There have been thousands of law review articles written about corporate governance in the past ten", "mime": "application/pdf"}, {"id": "cblr-1751", "words": "22854", "extension": ".pdf", "flesch": "48", "author": "Haeberle, Kevin", "title": "Stock Market Law and the Accuracy of Public Companies\u2019 Stock Prices", "date": "2015", "keywords": "accuracy; ask; exchange; exchange liquidity; exchange trading; final; haeberle; information; law; liquidity; market; platforms; price accuracy; prices; providers; stock; stock prices; supra; traders; trading", "summary": "Informed Traders Informed traders are those who purchase and sell stocks based on information as to companies\u2019 fundamental values that is not yet reflected in market prices\u2014thereby making stock prices more accurate.25 They specialize in using firm- 24 This simplified description of stock traders draws from a fuller model described in the seminal treatise on market microstructure alluded to earlier. Accordingly, the Article theorizes that regulators have a fourth main securities-law tool (stock- market law) for increasing the accuracy of public companies\u2019 stock prices, and sets forth a cost-benefit framework to help them determine whether it can be used to achieve one of the chief goals of securities law: obtaining a socially optimal level of stock-price accuracy.", "mime": "application/pdf"}, {"id": "cblr-1752", "words": "29389", "extension": ".pdf", "flesch": "55", "author": "Semeraro, Steven", "title": "Settlement Without Consent: Assessing the Credit Card Merchant Fee Class Action", "date": "2015", "keywords": "acceptance; banks; business; card; card interchange; class; consent; court; credit; credit card; default; default interchange; defendants; fees; interchange; interchange fees; law; litig; market; mastercard; merchants; note; payment; relief; rules; semeraro; settlement; supp; supra; surcharging; visa", "summary": "He could have enjoined the defendants from prohibiting merchants from (1) surcharging in some states but not others and (2) enacting schemes that surcharged one card network but not a more expensive one.108 Judge Gleeson also expressed a high degree of confidence that surcharging, despite the limitations in the settlement, would reduce merchant card acceptance fees.109 Describing state no-surcharge laws as \u201cnot only anti-consumer, [but and the majority of them are enrolled in a Rewards program, so they\u2019re loyal to using their card. A relatively simple injunctive order would stimulate the bank-to-bank competition on merchant fees that the class seeks.", "mime": "application/pdf"}, {"id": "cblr-1753", "words": "21519", "extension": ".pdf", "flesch": "53", "author": "Liu, Elaine", "title": "Solving the Puzzle of Charter Schools: A New Framework for Understanding and Improving Charter School Legislation and Performance", "date": "2015", "keywords": "accountability; business; charter laws; charter school; closing; columbia; days; education; final; gap; legislation; liu; note; outcomes; performance; public; purpose; puzzle; rankings; review; school laws; school performance; schools; state charter; states; student; study; supra note; table; vol", "summary": "No Exemption 27% 61% 50% Partial Exemption 45% 6% 14% Automatic Exemption / Optional Participation 27% 33% 29% Prohibition on Participation 0% 0% 7% In sum, state charter school laws are relatively similar in generally exempting charter schools from at least some state and local regulations that affect charter school autonomy. This Note argues that developing a new framework to understand differences in state charter school laws based on their underlying purposes helps explain the significant variation across states in charter school performance.", "mime": "application/pdf"}, {"id": "cblr-1754", "words": "13926", "extension": ".pdf", "flesch": "50", "author": "Lee, Morgan", "title": "The Implied Antitrust Immunity Analysis of Credit Suisse v. Billing: A Framework Congress Should Apply to McCarran-Ferguson Act Repeal Efforts", "date": "2015", "keywords": "act; antitrust; billing; business; care; congress; court; exemption; federal; final; health; health insurance; immunity; insurance; laws; lee; mfa; note; regulation; securities; state; u.s", "summary": "[Vol. 2015 view of some federal antitrust officials56 that the MFA creates an enforcement gap due to the unwillingness of the courts to make the extent of state insurance regulation a factor in deciding whether federal antitrust laws are preempted.57 Thus, under this view, the fact that federal antitrust enforcement is preempted is no guarantee of adequate state antitrust enforcement. Congress should not uniformly impose federal antitrust regulation of the \u201cbusiness of insurance\u201d while continuing to provide states with the freedom to develop a wide spectrum of insurance regulations.191 The Billing test provides Congress a framework with which to evaluate the spectrum of state insurance regulations and determine how to best modify the MFA to accommodate the circumstances of each state. 191", "mime": "application/pdf"}, {"id": "cblr-1755", "words": "15312", "extension": ".pdf", "flesch": "51", "author": "Roniger, Luke N.", "title": "Regulatory Dissent and Judicial Review", "date": "2015", "keywords": "act; agencies; agency; business; commissioners; court; d.c; dissent; law; note; opinions; policy; regulations; regulatory; review; roniger; rule; rulemaking; sec; supra", "summary": "But agency dissents are not the product of deliberations among commissioners; rather, they are the product of pre-established disagreements. Relatedly, unlike their judicial peers, agency dissents do not aid \u201cfuture [bodies] in passing on identical or similar states of fact.", "mime": "application/pdf"}, {"id": "cblr-1756", "words": "12841", "extension": ".pdf", "flesch": "43", "author": "Davis, Thad A.; Wong, Michael Li-Ming; Paterson, Nicola M.", "title": "The Data Security Governance Conundrum: Practical Solutions and Best Practices for the Boardroom and the C-Suite", "date": "2015", "keywords": "boards; breach; breaches; business; companies; cyber; cybersecurity; data; data breach; data security; davis; enforcement; ftc; guidance; information; insurance; law; members; paterson; policies; practices; privacy; regulators; review; risk; state; target; use; wong", "summary": "15 As of the time of writing, forty-seven states, the District of Columbia, Guam, Puerto Rico, and the Virgin Islands have enacted legislation requiring private and government entities to provide notification of data security breaches relating to personally identifiable information. The biggest brand name victim of data security breaches is the United States itself.", "mime": "application/pdf"}, {"id": "cblr-1757", "words": "34378", "extension": ".pdf", "flesch": "47", "author": "Donald, David C.", "title": "Law in Regression? Impacts of Quantitative Research on Law and Regulation", "date": "2015", "keywords": "analysis; business law; case; cba; columbia; corporate; countries; data; debt; development; donald; economic; example; finance; findings; governance; growth; impact; information; law; law review; market; methodology; new; note; number; paper; policy; policymakers; price; public; quality; quantitative; regression; regulation; research; results; risk; rules; securities; set; studies; study; supra; supra note; time; trading; use; variables; vol; world", "summary": "[Vol. 2015 transaction tax should be used to discourage \u201cexcessive\u201d speculation.200 On the other hand, such focus on the cost of trading easily supports a policy to encourage competition among trading platforms (causing fragmentation) and to automate trading (dramatically increasing speed),201 as QR has found that in such markets \u201cfragmented stocks generally have lower transaction costs and faster execution speed. Words like \u201cexcessive\u201d and \u201cfairness\u201d indicate elusive states of affairs, particularly when looking to draw lines in a competitive market, and the circle of securities market QR as currently focused not only fails to address these issues, but also tends to disguise the existence of the same.", "mime": "application/pdf"}, {"id": "cblr-1758", "words": "27951", "extension": ".pdf", "flesch": "45", "author": "Scopino, Gergory", "title": "Preparing Financial Regulation for the Second Machine Age: The Need for Oversight of Digital Intermediaries in the Futures Markets", "date": "2015", "keywords": "agents; algorithms; atss; brokers; business; c.f.r; cea; cftc; columbia; commodity; commodity futures; commodity trading; congress; derivatives; digital; fed; firms; floor; futures; futures trading; intermediaries; law; machine; markets; note; persons; pool; register; registration; regulation; review; risk; scopino; second; software; supra; supra note; traders; trading; u.s.c", "summary": "[Vol. 2015 8a(3).115 Section 8a(4) authorizes the CFTC to suspend, revoke, or place restrictions on the registration of any person registered with the CFTC if cause exists under Section 8a(3) that would have enabled the CFTC to refuse to register (or register conditionally) that person in the first instance.116 The CFTC may, among other things, deny or suspend the registration of any person \u201cupon notice, but without a hearing[,]\u201d and revoke the registration of any person \u201cwith such a hearing as may be appropriate\u201d if the person is subject to disqualification based on one or more of the grounds listed in paragraphs (A) through (H) of CEA Section 8a(2).117 Section 8a(2)(A) allows a person to be disqualified from CFTC registration if \u201ca prior registration of such person in any capacity has been suspended . . . While \u201c[c]ourts interpret the definition of a [commodity trading advisor] liberally[,]\u201d157 the 152 CEA \u00a7 1a(12)(A), 7 U.S.C. \u00a7 1a(12)(A) (2012); CFTC Regulation \u00a7 1.3(bb)(1), 17 C.F.R. \u00a7 1.3(bb)(1) (2014).", "mime": "application/pdf"}, {"id": "cblr-1759", "words": "17127", "extension": ".pdf", "flesch": "48", "author": "Lee, Jeehyeon (Jenny)", "title": "Death and Live Feeds: Privacy Protection in Fiduciary Access to Digital Assets", "date": "2015", "keywords": "access; account; act; assets; control; death; decedent; delaware; delaware act; digital; facebook; fiduciaries; fiduciary; information; isps; law; laws; lee; media; note; privacy; state; ufadaa; users", "summary": "Ultimately, a sustainable and comprehensive solution to the issue of fiduciary access to digital assets should take into account the interests of ISPs, digital asset holders, and fiduciaries of decedents. The act gives fiduciaries broad access to digital assets, such as email and social media accounts, left behind by a decedent.", "mime": "application/pdf"}, {"id": "cblr-1760", "words": "21485", "extension": ".pdf", "flesch": "53", "author": "Gross, Alexander Nourse", "title": "A Safe Harbor from Spoliation Sanctions: Can an Amended Federal Rule of Civil Procedure 37(e) Protect Producing Parties?", "date": "2015", "keywords": "37(e; committee note; courts; discovery; esi; evidence; federal; gross; harbor; inference; information; judges; jury; law; litigation; parties; party; preserve; rule; sanctions; spoliation; supra note", "summary": "However, as this Note argues, the proposed Rule will not be successful in creating a uniform national standard governing when judges may issue severe sanctions because (1) it does not limit judges\u2019 inherent power to sanction parties notwithstanding the Federal Rules and (2) it contains a loophole that could be \uf02a Second, because of the inherent power of judges to sanction parties and different common law standards for imposing sanctions among the circuits, Rule 37(e) was inconsistently enforced by courts in different circuits\u2014and, in some instances, within the same circuit.", "mime": "application/pdf"}, {"id": "cblr-1761", "words": "16157", "extension": ".pdf", "flesch": "52", "author": "Jolson, Melanie", "title": "Congress Killed the Radio Star: Revisiting the Terrestrial Radio Sound Recording Exemption in 2015", "date": "2015", "keywords": "act; artists; broadcasters; business; channel; clear; congress; copyright; copyright act; copyright law; copyright office; digital; jolson; law; licensing; music; new; note; performance; public; radio; recordings; review; rights; royalties; sound; u.s", "summary": "A. H.R. 848: The Performance Rights Act of 2009 A bill \u201c[t]o provide parity in radio performance rights under title 17, United States Code, and for other purposes[,]\u201d the Performance Rights Act of 2009 (PRA) was introduced in the House of Representatives on February 4, 2009 by Representative John Conyers, Jr.100 Senator Patrick Leahy introduced an equivalent bill in the Senate titled, \u201c[a] bill to provide fair compensation to artists for use of their sound recordings. Christman noted that, as of September 2013, Clear Channel had \u201calready cut deals with indie labels including Big Machine Label Group, Glassnote Entertainment Group, eOne, DashGo, Robbins Entertainment, rpm Entertainment, Wind-up Records, Fearless Records, Zojak Records, and Dualtone Records to pay artist performance royalties to their artists when their songs are played on terrestrial radio broadcasts.", "mime": "application/pdf"}, {"id": "cblr-1762", "words": "16202", "extension": ".pdf", "flesch": "47", "author": "Sharfman, Bernard", "title": "Activist Hedge Funds in a World of Board Independence: Creators or Destroyers of Long-Term Value", "date": "2016", "keywords": "activist; board; business; company; corporate; fund activism; funds; governance; hedge; hedge fund; information; investors; law; management; market; note; shareholder; sharfman; stock; supra; term; term value; value", "summary": "Finally, it gives an explanation for why activist hedge funds do not provide recommendations that involve long-term investment. If so, then the actions of activist hedge funds allegedly compel public companies to enter into detrimental short- term strategies in order to be removed from the activists\u2019 target list.4 This is something akin to greenmail where the corporation must deplete its resources to make the hostile bidder go away.5", "mime": "application/pdf"}, {"id": "cblr-1763", "words": "38802", "extension": ".pdf", "flesch": "49", "author": "Crochran, Martha L.; Freeman, David F.; Clark, Helen Mayer", "title": "Money Market Fund Reform: SEC Rulemaking in the FSOC Era", "date": "2016", "keywords": "act; amendments; asset; bank; business; chairman; clark; cochran; cochran freeman; columbia; comment letter; comments; company; crisis; dodd; fed; federal; federal reserve; financial; frank; freeman; freeman clark; fsoc; fund reform; funds; government; hereinafter; investors; law; lehman; letter; market fund; markets; money fund; money market; nav; release; report; reserve; review; risk; rule; sec; section; sept; supra note", "summary": "[Vol. 2015 half years after the law\u2019s enactment, and the proposed rules provide few details on how the Fed intends to proceed.152 Money market funds were the first institutions to recover from the financial crisis, as evidenced by the fact that after September 19, 2008, when the temporary guarantee program was capped, and through year end 2008, investors poured a net $170 billion of uninsured investments back into prime money market funds.153 In contrast, banks and other institutions continued to draw from Fed and Treasury borrowing programs, including $1.5 trillion through the discount window and special liquidity programs set up by the Federal Reserve during the financial crisis,154 $204.9 billion distributed under the TARP\u2019s Capital Purchase Program to a total of 707 depository institutions, and even over $80 billion to bail out the automobile industry.155 Therefore, while it is accurate to state that money market funds ultimately were hit by the financial crisis and that they participated in government programs to help staunch the panic, it is not accurate to suggest that the structural features of money market funds\u2014namely their ability to 152 Extensions of Credit by Federal Reserve Banks, supra note 148, at 615\u201317. Money market funds also were the first institutions to be subject to comprehensive new regulation\u2014the SEC\u2019s 2010 amendments to its money market fund rules, which directly addressed and enhanced money market fund liquidity, credit quality, transparency, and regulatory monitoring, making money market funds more resilient to future market turmoil.156 V. THE SEC\u2019S", "mime": "application/pdf"}, {"id": "cblr-1764", "words": "34845", "extension": ".pdf", "flesch": "40", "author": "Turk, Matthew C.", "title": "The Convergence of Insurance with Banking and Securities Industries, and the Limits of Regulatory Arbitrage in Finance", "date": "2016", "keywords": "aig; annuities; banking; banks; basel; bond insurance; boundaries; boundary; business; capital; cba; cds; columbia; credit; crisis; dodd; federal; financial; fio; firms; frank; harmonization; insurance; insurance companies; insurance convergence; insurance industry; insurance regulation; insurers; international; law; life insurance; market; new; policy; products; regulations; report; requirements; review; risk; rules; securities; services; solvency; state; state insurance; supra note; turk; u.s.c; vol", "summary": "The jurisdictional boundaries of insurance regulation are now under increasing pressure, because they are substantially more decentralized than those governing other financial industries with which insurance has now converged. [Vol. 2015 approach, as well as commentary that regards this as a positive institutional feature.21 The definitional boundaries of insurance regulation introduce serious policy dilemmas as well.", "mime": "application/pdf"}, {"id": "cblr-1765", "words": "16112", "extension": ".pdf", "flesch": "50", "author": "Hallock, Jesse", "title": "Time Out: The Problematic Temporality of COMI Analysis in Chapter 15 Bankruptcy Cases in the Second Circuit", "date": "2016", "keywords": "approach; b.r; bankruptcy; business; chapter; comi; court; debtor; fairfield; fairfield sentry; petition; proceeding; recognition; sentry; time", "summary": "F. Practical Benefits of the In re Fairfield Sentry Approach Two of the principal purposes behind the adoption of chapter 15 were to bolster cooperation between the United States and foreign courts in cross-border insolvencies and to increase legal certainty for trade and investment.96 Whereas the In re Fairfield Sentry bankruptcy court suggested courts will examine a broader time period when \u201cthere may have been an opportunistic shift to establish COMI,\u201d the Court of Appeals did not employ such a qualification.120 In this sense, it is ambiguous as to whether there is an evidentiary threshold that must be met before courts will examine a broader temporality for manipulation.", "mime": "application/pdf"}, {"id": "cblr-1766", "words": "28340", "extension": ".pdf", "flesch": "53", "author": "Adler, Samantha Peikoff", "title": "Penn Central 2.0: The Takings Implications of Printing Air Rights", "date": "2016", "keywords": "adler; air rights; area; bonus; central; city; court; developers; development; development rights; expectations; grand; investment; land; law; market; new; new york; owner; peikoff; penn; penn central; planning; property; rights; supra; supra note; takings; tdrs; transfer; u.s; use; value; vanderbilt; york; zoning", "summary": "Air rights can be thought of as property rights that extrude upward from a zoning lot ad infinitum, whereas development rights are tradable units capped at a specific height by the constructs of local zoning and federal aviation regulations. PENN CENTRAL 2.0 1129 generally interpreted it to signify that TDRs are property rights that should be considered in determining whether a taking has occurred.31 Thus, it is feasible to conclude that TDRs are property rights that may theoretically be taken.", "mime": "application/pdf"}, {"id": "cblr-1767", "words": "11451", "extension": ".pdf", "flesch": "55", "author": "Dvorak, Michael", "title": "SEC Administrative Proceedings and Equal Protection \u201cClass of One\u201d Challenges: Evaluating Concerns about SEC Forum Choices Notes", "date": "2016", "keywords": "administrative; cases; class; court; defendants; dvorak; enforcement; federal; forum; gupta; note; proceedings; protection; sec; supra", "summary": "Their arguments draw on Supreme Court decisions that allow \u201cclasses of one\u201d to pursue equal protection claims.7 This Note addresses the recent string of equal protection challenges to SEC administrative proceedings. Part II of this Note explores the recent cases that challenge SEC administrative proceedings on equal protection grounds and the Supreme Court cases that set forth the \u201cclass of one\u201d doctrine upon which those challenges rely.", "mime": "application/pdf"}, {"id": "cblr-1768", "words": "2766", "extension": ".pdf", "flesch": "63", "author": "Thel, Steve", "title": "Taking Section 10(B) Seriously: Criminal Enforcement of SEC Rules", "date": "2014", "keywords": "court; exchange; rule; section; u.s", "summary": "This Article examines the role of section 10(b) of the Secu- rities Exchange Act and Rule 10b-5 in public and private en- forcement actions. The Securities and Exchange Commission (\u201cSEC\u201d) promulgated Rule 10b-5 with little fanfare.", "mime": "application/pdf"}, {"id": "cblr-1769", "words": "3023", "extension": ".pdf", "flesch": "44", "author": "Glater, Jonathan D.", "title": "Hurdles of Different Heights for Securities Fraud Litigants of Different Types", "date": "2014", "keywords": "financial; fraud; investors; law; litigation; pleading; securities; standards", "summary": "Because establishing scienter is difficult for investors with access only to regulatory disclosures by publicly traded companies, while establishing reasonable reliance is more likely to be difficult for putatively sophisticated investors in private placements, investors in publicly accessible transactions face a higher hurdle than private placement investors when alleging fraud. Investors that buy shares through a publicly accessible transaction (herein referred to as \u201coutsider\u201d investors) typically receive less detailed and less transaction-specific information than do private placement investors (\u201cconnected\u201d investors).", "mime": "application/pdf"}, {"id": "cblr-1770", "words": "1422", "extension": ".pdf", "flesch": "48", "author": "Jackson, Robert J.; Milhaupt, Curtis J.", "title": "Corporate Governance and Executive Compensation: Evidence From Japan", "date": "2014", "keywords": "executive; governance; japanese; pay", "summary": "2 CALVIN JOHNSON & KATY BENNETT, WATSON WYATT WORLDWIDE, EXECUTIVE PAY PRACTICES AROUND THE WORLD 3 (2009) (describing a \u201cthrust in recent years toward convergence [in] . . . On balance, our findings suggest a considerably more nuanced pattern of Japanese pay practices than previous analysis has exposed.", "mime": "application/pdf"}, {"id": "cblr-1771", "words": "1970", "extension": ".pdf", "flesch": "55", "author": "Howard, Benjamin", "title": "Reconciling Trademark Law with Bankruptcy Law in License Rejection", "date": "2014", "keywords": "bankruptcy; rejection; rights; trademark", "summary": "RECONCILING TRADEMARK LAW 175 troublesome for trademark licenses. REJECTION OF EXECUTORY CONTRACTS Before examining how courts have dealt with or should deal with trademark license rejections where the debtor is the licensor, it is important to understand how courts have treated rejection generally.", "mime": "application/pdf"}, {"id": "cblr-1772", "words": "1793", "extension": ".pdf", "flesch": "51", "author": "Schaffer, Marissa", "title": "Stemming the Tide of Foreclosure: Evaluating the Use of Eminent Domain to Relieve Underwater Homeowners", "date": "2014", "keywords": "foreclosure; home; mortgages; proposal; underwater; value", "summary": "This Note evaluates a proposal that aims to overcome a collective action problem between borrowers, lenders, mortgage servicers, and government actors by recalibrating the value of underwater mortgages. This Note evaluates a proposal that aims to overcome this collective action problem by recalibrating the value of underwater mortgages.", "mime": "application/pdf"}, {"id": "cblr-1773", "words": "1615", "extension": ".pdf", "flesch": "53", "author": "Zeisler, Royce", "title": "Chevron Deference and the FTC: How and Why the FTC Should Use Chevron to Improve Antitrust Enforcement", "date": "2014", "keywords": "act; antitrust; chevron; deference; ftc", "summary": "The 9 Two appellate courts have examined FTC antitrust claims and Chevron deference; both cases dealt with the same legal challenge to the Hart-Scott-Rodino Act. This Note provides the first in-depth assessment of these questions and finds that the statutory text, judicial precedent, legislative history, and normative antitrust goals all confirm the suitability of Chevron deference to formal FTC interpretations.", "mime": "application/pdf"}, {"id": "cblr-1774", "words": "4043", "extension": ".pdf", "flesch": "45", "author": "Sepinwall, Amy J.", "title": "Responsible Shares and Shared Responsibility: In Defense of Responsible Corporate Officer Liability", "date": "2014", "keywords": "corporation; crime; criminal; doctrine; executives; law; liability; rco; responsibility; sepinwall", "summary": "If we seek to prosecute corporate executives only if and where we can prove that they culpably contributed to their corporation\u2019s crime, we will see few, if any, individual prosecutions, let alone successful ones.12 In other words, the doctrine permits the prosecution and punishment of corporate executives who have not participated in their corporation\u2019s crime, even if they had no knowledge of the crime at the time of its occurrence.", "mime": "application/pdf"}, {"id": "cblr-1775", "words": "7958", "extension": ".pdf", "flesch": "55", "author": "Gordon, Jeffrey N.; Gandia, Christopher M.", "title": "Money Market Funds Run Risk: Will Floating Net Asset Value Fix the Problem?", "date": "2019", "keywords": "assets; fed; financial; fund; investors; liquidity; market; mmf; mmfs; money; money market; nav; note; reserve; risk; run; sec; supra", "summary": "[hereinafter PRESIDENT\u2019S WORKING GROUP REPORT] (stating that \u201cmore should be done to address systemic risk and the structural vulnerabilities of MMFs to runs\u201d and suggesting floating NAV, private emergency liquidity facilities for MMFs, and other safeguards); SQUAM LAKE GRP., REFORMING MONEY MARKET FUNDS 1, 3\u20138 (2011), available at http://www.squamlakegroup.org/Squam%20Lake %20MMF%20January%2014%20Final.pdf (observing that, despite the changes in the SEC rules, \u201cmoney market funds continue to pose significant systemic risk\u201d and arguing for a floating NAV and a regulatory buffer requirement for stable NAV funds). Although all U.S. MMFs are fixed NAV funds, money market funds offered in Europe come in both \u201cstable NAV\u201d and \u201caccumulating NAV\u201d varieties.", "mime": "application/pdf"}, {"id": "cblr-1776", "words": "1436", "extension": ".pdf", "flesch": "48", "author": "Hogan, Kelsey", "title": "Protecting the Public in Public-Private Partnerships: Strategies for Ensuring Adaptability in Concession Contracts", "date": "2014", "keywords": "concession; governments; partnerships; ppps; public", "summary": "If the practice of leasing infrastructure assets to the private sector is to continue\u2014 especially with such long lease terms\u2014it is imperative that regulatory and contractual provisions be put in place to ensure that governments can adapt to changing circumstances, whether those changes involve a city or state\u2019s financial situation, administrative ideology, or 6 See, e.g., Celeste Pagano, Proceed with Caution: Avoiding Hazards in Toll Road Privatizations, 83 ST. JOHN\u2019S L. REV. 351, 354 (2009) (\u201cGovernments and citizens are understandably concerned that the up- front payment and the services to be performed . . . Kelsey Hogan\uf02a State and local government face ever-growing costs in order to provide adequate services, facilities, and infrastructure for their citizens, but traditional means of financing the provision and maintenance of public services is no longer adequate to cover expenses.", "mime": "application/pdf"}, {"id": "cblr-1777", "words": "1867", "extension": ".pdf", "flesch": "44", "author": "Leavy, Alexandra", "title": "Necessity is the Mother of Invention: A Renewed Call to Engage the SEC on Social Disclosure", "date": "2014", "keywords": "benefit; corporation; disclosure; public", "summary": "As such, this Note argues that the Securities and Exchange Commission (\u201cSEC\u201d or \u201cCommission\u201d) ought to amend its proxy disclosure and periodic reporting rules to ensure that registrants incorporated under benefit statutes provide substantial information about their social impact. [Vol. 2014 companies.19 As such, the Securities and Exchange Commission (\u201cSEC\u201d) should amend its proxy disclosure and periodic reporting rules to ensure that registrants incorporated under benefit statutes provide substantial information about their social impact.", "mime": "application/pdf"}, {"id": "cblr-1778", "words": "1945", "extension": ".pdf", "flesch": "49", "author": "Cooper, Lee D.", "title": "Value-Add: An Empirical Study of Idiosyncratic Value in the 2013 Biotech IPO Market", "date": "2014", "keywords": "biotech; firms; ipo; note; s-1; value", "summary": "Empirical analysis continues in Part IV, revealing that pre-IPO block-holders do not liquidate their holdings following the mandatory lock-up period.22 This trading inactivity following lock-up expiries is evidence that controlling pre-public biotech investors and entrepreneurs with idiosyncratic value may view the IPO as a viable step toward maximizing firm value and not just as an \u201cexit.\u201d This Note demonstrates that in an industry with long-term business plans and high levels of uncertainty, value-maximizing agents (e.g., entrepreneurs, pre-public investors) can bundle boardroom control and illiquid equity holdings to pursue idiosyncratic value while mitigating concerns over agency costs.", "mime": "application/pdf"}, {"id": "cblr-1779", "words": "2072", "extension": ".pdf", "flesch": "58", "author": "Sockwell, Daniel Long", "title": "Deterring Discovery-Driven Data Deletion", "date": "2014", "keywords": "costs; data; deletion; discovery", "summary": "To solve this problem, this Note proposes reforms to the Federal Rules of Civil Procedure that would prevent discovery costs from incentivizing so much data deletion. When she deletes an otherwise valuable email because of discovery costs, her company saves the dis- covery costs, but some other party loses matching benefits.10 If her company avoids paying a million dollar settlement, some plaintiff loses that same million dollars; from a net so- cial perspective, the loss of a million dollars is not avoided, but just redistributed.11 Indeed, after the email is deleted, a potential plaintiff is no better off than if the email were not accessible through discovery at all.12 In this case, a discov- ery regime designed to grant plaintiffs access to that email to allow companies to delete virtually any document when litigation is not anticipated).", "mime": "application/pdf"}, {"id": "cblr-1780", "words": "24739", "extension": ".pdf", "flesch": "41", "author": "Guttentag, Michael D.", "title": "On Requiring Public Companies to Disclose Political Spending", "date": "2014", "keywords": "argument; bebchuk; business; companies; company; company disclosure; disclose; disclosure requirements; evidence; expressive; firm; guttentag; information; investor; jackson; law; market; political; public; review; sec; securities; shareholders; spending disclosure; spending information; supra; supra note; topic", "summary": "Opponents of the Bebchuk Petition have argued, among other things: (1) that such a requirement is superfluous given existing public company disclosure obligations (see, e.g., Atkins, supra, at 367; Verret, supra, at 464\u201365); (2) that such a requirement is more likely to harm than benefit public company shareholders (see, e.g., Copland, supra, at 384); and (3) that public company political spending disclosure is not an appropriate topic for SEC consideration (see, e.g., Smith & Dickerson, supra, at 422). requirements.6 The argument that mandatory political spending disclosure is necessary to protect shareholder rights fails to explain why the federal government should grant expressive protection to public company shareholders or to acknowledge the degree to which voluntary disclosures already provide such protection to concerned investors.7 Finally, observing that market failures can distort public company disclosure policies only begins the process of evaluating a topic-specific disclosure proposal.8 To advance the debate about political spending disclosure it is necessary to first answer a more general question: how the efficacy of any topic-specific disclosure requirement should be evaluated.", "mime": "application/pdf"}, {"id": "cblr-1782", "words": "25374", "extension": ".pdf", "flesch": "44", "author": "Min, Geeyoung", "title": "The SEC and the Courts\u2019 Cooperative Policing of Related Party Transactions", "date": "2015", "keywords": "404(a; 407(a)(3; approval; business; business law; columbia; committee; companies; company; directors; disclosure; interest; item; item 404(a; law; material; materiality; min; party transactions; person; policing; proxy; regulations; review; rpts; sec; shareholders; standard; statement", "summary": "[Vol. 2014 address the per se voidability issue without giving any guidance to the court about which standard to apply.126 FIGURE 4: COMPANIES\u2019 APPROVAL AND DISCLOSURE PRACTICE ON RELATED PARTY TRANSACTIONS While the corporate law regime exhibits uncertainty over the ex post standard of review, securities regulations on disclosure of related party transactions, on the other hand, seem to suffer from granting potentially excessive discretion to the approving directors on what to disclose. Based on a set of hand-collected data on actual disclosures from Fortune top fifty companies, this Article casts doubt on the effectiveness of the current regulation of related party transactions.", "mime": "application/pdf"}, {"id": "cblr-1783", "words": "23261", "extension": ".pdf", "flesch": "50", "author": "Chang, Felix B.", "title": "The Systemic Risk Paradox: Banks and Clearinghouses Under Regulation", "date": "2015", "keywords": "access; antitrust; banking; banks; business; clearinghouses; columbia; competition; counterparties; credit; dcos; derivatives; dodd; exchange; financial; frank; futures; law; market; members; monopoly; note; nscc; options; otc; paradox; regulation; regulators; review; risk; risk paradox; securities; stability; stock; supra; supra note; trading; vol", "summary": "No. 3:747] SYSTEMIC RISK PARADOX 807 system (the clearinghouses).205 Whereas the former included enhancement of competition in its objectives, the latter merely listed competition as one among several factors to which the SEC was to give \u201cdue regard,\u201d but not supreme consideration, in the achievement of centralizing the processing of securities trades.206 Nearly three decades later, the same debate would surround the creation of derivatives clearinghouses. Yet here lies the dilemma: large clearinghouses reduce credit risk, but they heighten systemic risk since the collapse of one such entity threatens the entire financial system.", "mime": "application/pdf"}, {"id": "cblr-1784", "words": "12192", "extension": ".pdf", "flesch": "44", "author": "Lepow, Hannah", "title": "Speaking Up: The Challenges to Section 501(c)(3)\u2019s Political Activities Prohibition in a Post-Citizens United World", "date": "2015", "keywords": "501(c)(3; activities; activities prohibition; activity; court; irs; lepow; organizations; prohibition; rule; section; section 501(c)(3; speech; tax; united", "summary": "Until the courts and the IRS establish reasonable boundaries for section 501(c)(3)\u2019s political activities prohibition, charities will remain uncertain over what speech is allowed. And fourth, in reaction to all of these developments, in November 2013 the Treasury Department and the IRS published a Notice of Proposed Rulemaking (\u201cNPRM\u201d) that could clarify and limit the types of political activities in which 501(c)(4) organizations can engage.", "mime": "application/pdf"}, {"id": "cblr-1785", "words": "17842", "extension": ".pdf", "flesch": "57", "author": "Pei, Matthew A.", "title": "Intrastate Crowdfunding", "date": "2015", "keywords": "act; ann; business; capital; comp; crowdfunding; exemptions; investment; investors; issuer; law; note; offering; pei; rules; securities; state; state exemptions; supra; west", "summary": "Crowdfunding issuers are already able to raise unlimited amounts from accredited investors using the new Rule 506(c) exemption in Regulation D.150 Rule 506(c), which was created by section 201(a) of the JOBS Act,151 allows issuers to raise capital subject to no offering caps, individual investment limits, or advertising restrictions, provided that all investors are accredited. Crowdfunding issuers are already permitted to raise unlimited funds from these investors through 505(c) offerings, and the lack of mandatory disclosures for such offerings underscores lawmakers\u2019 apparent confidence that wealthy investors are capable of fending for themselves.", "mime": "application/pdf"}, {"id": "cblr-1786", "words": "19870", "extension": ".pdf", "flesch": "52", "author": "Niles, Samuel P.", "title": "Member FMIC: Credit-Risk Sharing Within and Without an FMIC-Based Housing Finance System", "date": "2015", "keywords": "act; banking; bill; crapo; credit; credit risk; fannie; federal; fhfa; finance; fmic; gses; hearing; housing; housing finance; investors; johnson; law; loans; market; mbs; mortgage; niles; proposal; reform; risk; securitization; senate; senate bill; structure; supra note", "summary": "Part V builds on the broader policy goal of privatizing mortgage credit risk and proposes an additional reform regarding securitization trustee duties that would hasten the return of a non- governmental private-label securitization market to complement an FMIC-based system. mortgage credit market\u201d169 and the \u201cbroad availability of mortgage credit\u201d170\u2014while eliminating the massive taxpayer exposures to mortgage credit risk that the GSEs occasioned.171 To do so, the Proposal contemplates the development of a class of mortgage-backed securities, insured by the FMIC, created through three steps: Origination: Private originators underwrite mortgage loans to homebuyers and sell or otherwise transfer the mortgage loans to aggregators in the secondary market.", "mime": "application/pdf"}, {"id": "cblr-1788", "words": "563", "extension": ".pdf", "flesch": "35", "author": "Rooney, William H.", "title": "Introduction: The Institutional Dimensions of Antitrust Adjudication: Exploring the Bases of Judicial Decision Making in the United States and Europe", "date": "2013", "keywords": "bellis; law", "summary": "Mr. Bellis examines the specific attributes of the European Commission and European courts, and the manner in which those institutions have shaped antitrust decision making and policy in Europe. In particular, Mr. Bellis discusses the special features of antitrust enforcement in Europe, as well as the evolution of the jurisdiction and organization of the European courts.", "mime": "application/pdf"}, {"id": "cblr-1789", "words": "9216", "extension": ".pdf", "flesch": "49", "author": "Crane, Daniel A.", "title": "Antitrust and the Judicial Virtues", "date": "2013", "keywords": "act; adjudication; antitrust; cases; congress; courts; decision; interpretation; judges; justice; law; majority; opinion; u.s; virtues", "summary": "Antitrust common law also bears little relation to popular theories of federal common law, such as the theory espoused in Guido Calabresi's A Common Law for the Age of Statutes.18 Calabresi urges courts to exercise the judicial power to force legislative agendas to interpret or to invalidate statutes that are seen to be inconsistent with the legal topography of the times, thus forcing legislators to reengage the relevant statutory terrain to the benefit of democracy and law.19 As already noted, antitrust courts are not generally engaged in a dialogue with Congress, in either interpreting or invalidating statutes. Antitrust law is not plagued by a substantial countermajoritarian difficulty and thus presents no reason for judges to exercise passive or avoidant virtues.", "mime": "application/pdf"}, {"id": "cblr-1790", "words": "3156", "extension": ".pdf", "flesch": "45", "author": "Bellis, Jean-Fran\u00e7ois", "title": "Comment: A European Perspective on the Institutional Dimensions of Antitrust Adjudication", "date": "2013", "keywords": "case; commission; competition; court; european; justice; law; review", "summary": "ANTITRUSTADJUDICATION: A EUROPEAN PERSPECTIVE In addition to these organizational difficulties, the General Court has come under attack for the standard of review it applies in competition cases.' Even though the General Court comprises 27 judges, 1 per member state, assisted by more than 100 law clerks, it has proven itself unable to keep pace with its workload of 1 Summary of Commission Decision of 13 May 2009 Relating to a Proceeding Under Article 82 of the EC Treaty and Article 54 of the EEA Agreement, 2009 O.J. (C 227) 13, 17 (summarizing Case COMP/C- 3/37.990, Intel Corp. (May 13, 2009), http://eur-lex.europa.eulLexUriServ/ LexUriServ.do?uri=OJ:C:2009:227:0013:0017:EN:PDF).", "mime": "application/pdf"}, {"id": "cblr-1791", "words": "13854", "extension": ".pdf", "flesch": "65", "author": "Goldberg, Victor P.", "title": "A Precedent Built On Sand: Norcon v. Niagara Mohawk", "date": "2013", "keywords": "agreement; assurance; contract; corp; court; demand; law; lrac; mohawk power; niagara; niagara mohawk; norcon; power; power corp; psc; v. niagara; years", "summary": "18 Niagara Mohawk, 306 F.3d 1264; Niagara Mohawk Power Corp. v. FERC. But, Niagara was not the only New York utility enmeshed in such litigation.2 5 Nor were the battles limited to just New York utilities.26 Regulators in some states were sympathetic to the utilities and their rate-payers, but their efforts to alter the contracts were opposed by the QFs, which successfully argued that modification was preempted by PURPA.2 7 23 Niagara Mohawk Power Corp., Annual Report (Form 10-K) (Mar. 24, 2000)", "mime": "application/pdf"}, {"id": "cblr-1792", "words": "24151", "extension": ".pdf", "flesch": "52", "author": "Ondersma, Chrystin", "title": "Shadow Banking and Financial Distress: The Treatment of \u201cMoney-Claims\u201d in Bankruptcy", "date": "2013", "keywords": "assets; banking; bankruptcy; banks; cash; claimants; claims; commercial; counterparties; creditors; defaults; derivatives; fdic; funds; harbors; institutions; lehman; lubben; money; money market; obligations; paper; reserve; risk; roe; rules; shadow; stay; supra note; term", "summary": "Dodd-Frank-in spite of its massiveness, and in spite of the shock of the financial crisis that prompted its enactment-did not prohibit or even circumscribe short-term lending, nor does it adequately protect money market investors.191 The SEC is attempting to regulate the MMMF industry by preventing fund sponsors from signaling to investors that such funds are risk-free, but such proposals are facing stiff opposition from the financial industry, and carry risks of their own: if rules change, causing money market investors to doubt their ability to withdraw their funds on demand, a run could ensue. The current distribution structure immunizes (and thus arguably encourages)16 certain types of financial contracts (derivatives and certain types of money claims, such as repos and some commercial paper claims), while leaving some money-claimants unduly exposed (for example, certain commercial paper obligations owed to money-market mutual funds, which, in turn, expose the investors in the fund).", "mime": "application/pdf"}, {"id": "cblr-1793", "words": "20709", "extension": ".pdf", "flesch": "55", "author": "He, David", "title": "Beyond Securities Fraud: The Territorial Reach of U.S. Laws After Morrison v. N.A.B.", "date": "2013", "keywords": "act; adrs; application; approach; bank; cases; circuit; conduct; congress; court; exchange; exchange act; extraterritorial; foreign; fraud; law; morrison; plaintiffs; section; securities; states; supp; transactions; u.s; united; united states", "summary": "This approach would be categorically rejected by the Morrison court in its bid to align the circuit courts and clarify what it considered a fuzzy standard concerning the extraterritorial reach of U.S. securities laws. Even those who believe in the expansive reach of U.S. securities laws abroad can appreciate that the need for a unified global approach to financial regulation is more important today than it has ever been.", "mime": "application/pdf"}, {"id": "cblr-1794", "words": "10667", "extension": ".pdf", "flesch": "48", "author": "Margolis, Sara", "title": "Destined for Failure? An Analysis of the Biologics Price Competition and Innovation Act of 2009", "date": "2013", "keywords": "act; approval; biologics; biosimilar; bpcia; drug; exclusivity; fda; ftc; generic; market; note; period; price; product; reference; supra; supra note", "summary": "1:209]1 12-year exclusivity is unnecessary to promote innovation by brand biologic drug manufacturers and can potentially harm consumers by directing scarce research and development funding toward developing low-risk clinical data for drug products with proven mechanisms of action rather than toward new products to address unmet medical needs.182 This small market share does not pose a significant threat to reference drug manufacturers, providing them with little incentive to compete based on price.", "mime": "application/pdf"}, {"id": "cblr-1795", "words": "13691", "extension": ".pdf", "flesch": "58", "author": "Xia, Edward", "title": "Can the L3C Spur Private Foundation Program-Related Investment?", "date": "2013", "keywords": "foundation; i.r.s; investment; irs; l3c; l3cs; legislation; llc; ltr; note; pri; pris; priv; profit; program; purpose; rul; social; supra; supra note", "summary": "[Vol. 2013 PRIs, and the laws and regulations surrounding them, were developed in the 1960s when the concept of social enterprise was very limited.81 For the most part, the IRS and private foundations envisaged PRIs as making capital investments in job-creating ventures in inner cities; when these urban ventures became economically viable and capable of attracting market capital, private foundations would withdraw their investments.82 Today, even though PRIs can be very useful for a wide variety of social enterprises, many private foundations are not aware of the breadth of their possible use. They point out that the main value-add of the L3C is the dovetailing of L3C language with PRI language, which facilitates increased PRI by foundations.9 0 L3C advocates claim that because L3C legislation was written in such a way as to comply with all PRI regulations, the structure eliminates the need for private letter rulings or legal opinions for foundation investment in L3Cs.", "mime": "application/pdf"}, {"id": "cblr-1796", "words": "12946", "extension": ".pdf", "flesch": "52", "author": "Crimmins, Stephen J.", "title": "Insider Trading: Where is the Line?", "date": "2013", "keywords": "act; cases; company; court; duty; enforcement; exchange; information; insider; insider trading; law; liability; line; material; new; sec; securities; trading; u.s", "summary": "Compounding this uncertainty, the SEC and the Justice Department have made insider trading a high prosecutorial priority and are expending substantial resources and using new tools to bring insider trading cases that would not have been pursued in earlier times. I The vast majority of insider trading cases over the decades following Cady, Roberts have adhered to Cary's basic analysis.2", "mime": "application/pdf"}, {"id": "cblr-1797", "words": "13858", "extension": ".pdf", "flesch": "57", "author": "Coffee, John C.", "title": "Introduction: Mapping the Future of Insider Trading Law: Of Boundaries, Gaps, and Strategies", "date": "2013", "keywords": "10b-5; breach; court; dirks; duty; fiduciary; information; insider; insider trading; law; material; property; rule; sec; tippee; trading", "summary": "Nonetheless, any passage of such information to a friend, after Obus, may be viewed by regulators as a gift that satisfies the Dirks standard. No. 2:281]1 303 driver hypotheticals would fall on the unlawful side of this line, and such recipients should be barred from trading on such information.", "mime": "application/pdf"}, {"id": "cblr-1798", "words": "3785", "extension": ".pdf", "flesch": "51", "author": "Seligman, Joel", "title": "Memories of Bill Cary", "date": "2013", "keywords": "act; bill; cary; commission; exchange; law; rule; securities; study", "summary": "Among others, Cary hired Joseph Weiner, one-time director of the Public Utilities Division, to review the Commission's performance under its principal enabling statutes; Yale Law Professor Frank Coker to evaluate the earlier-commissioned Wharton School Investment Company Size Study; Yale economist Raymond Goldsmith to analyze the SEC's research and statistical activities; and, later, securities attorney Carl Schneider to study the extent to which the requirements of the 1933 and the 1934 Securities Acts could be integrated by SEC rules. The Commission that Bill Cary led was strikingly different than the New Deal's SEC.", "mime": "application/pdf"}, {"id": "cblr-1799", "words": "20317", "extension": ".pdf", "flesch": "49", "author": "Greene, Edward; Schmid, Olivia", "title": "Duty-Free Insider Trading?", "date": "2013", "keywords": "abuse; approach; case; court; decision; duty; einhorn; fsa; information; insider; insider information; insider trading; kingdom; law; liability; market; material; note; sec; states; u.k; u.s; united; united states", "summary": "The FSA argued that Einhorn had caused Greenlight to trade shares in a U.K.-listed company, Punch Taverns (Punch), when he was in possession of insider information. [Vol. 20 13 directed Greenlight traders to sell Punch shares on the London Stock Exchange, lowering Greenlight's holdings of Punch shares from approximately 13.3% to 9%.47 After the official announcement of the equity offering on June 15, Punch's share price fell 29.9%, allowing Greenlight to avoid losses of approximately \u00a35.8 million.48 The FSA determined that insider information was conveyed on the conference call and that Greenlight traded on the basis of' that information in violation of U.K. market abuse rules.", "mime": "application/pdf"}, {"id": "cblr-1800", "words": "2166", "extension": ".pdf", "flesch": "49", "author": "Langevoort, Donald C.", "title": "\u201cFine Distinctions\u201d in the Contemporary Law of Insider Trading", "date": "2013", "keywords": "cary; information; insider; law; securities; trading", "summary": "In celebration of the perceived virtues of state-law primacy that Cary instead found so disturbing, the Supreme Court said that fraud under Rule 10b-5 means real deception, nothing less.7 That left insider trading law in an awkward place, because no one has ever been able to articulate a robust theory of harmful marketplace deception arising from insider trading. The Supreme Court\u2019s decision in Chiarella v. United States in 1980 cut back on the law\u2019s scope, but still sustained the fiction of insider trading as actionable deception.9 The core of insider trading regulation was left standing.", "mime": "application/pdf"}, {"id": "cblr-1801", "words": "1507", "extension": ".pdf", "flesch": "48", "author": "Mhatre, Miheer", "title": "Parallel or Paralyzed? Sklena, Rule 804(b)(1), and the Costly Implications for Interagency Law Enforcement Efforts", "date": "2013", "keywords": "rule; sarvey; sklena", "summary": "I. INTRODUCTION On April 2, 2004, floor traders David Sklena and Edward Sarvey arrived at work in the five- year Treasury note futures pit at the Chicago Board of Trade (\u201cCBOT\u201d).1 Sklena and Sarvey had no idea that April 2\u2013\u2013which, in Sklena\u2019s opinion, became \u201cthe busiest day in the history of the [CBOT]\u201d\u2013\u2013would generate a rapid flurry of transactions that would form the basis of a criminal prosecution against them.2 On that day, the price of the five-year note futures fluctuated wildly\u2013\u2013so wildly, in fact, that the aforementioned transactions transpired over a period of only seven minutes.3 The Seventh Circuit recounted the precise details in its decision: * J.D. Candidate 2014, Columbia Law School; A.B. Woodrow Wilson School of Public and International Affairs 2011, Princeton University. This was when, according to the government, Sklena and Sarvey conspired to sell Sarvey\u2019s customers\u2019 contracts non- competitively.4 At approximately 7:37 AM, the other traders noticed that Sklena and Sarvey were engaged in a private conversation as chaos reigned within the pit.5 Shortly thereafter, Sarvey sold 2,274 contracts to Sklena at a price of 111.065 each, and Sklena immediately resold 485 of those contracts back to Sarvey at 111.070.6 Both of these prices were well below the customary market price, positioning the two traders for a massive payday.7 Scarcely seven minutes later, Sklena sold his remaining 1,789 contracts and \u201cnetted . . .", "mime": "application/pdf"}, {"id": "cblr-1802", "words": "1330", "extension": ".pdf", "flesch": "61", "author": "Qian, Ni", "title": "Necessary Evils: How to Stop Worrying and Love Qui Tam", "date": "2013", "keywords": "claims; government; provision; tam", "summary": "At a time when government spending seems bound to increase, all players need to learn to embrace qui tam. 1 From the second half of 2011 through the first half of 2012, government spending accounted for 41.7% of U.S. gross domestic product.", "mime": "application/pdf"}, {"id": "cblr-1803", "words": "845", "extension": ".pdf", "flesch": "66", "author": "Law Review, Columbia Business", "title": "Panel: A View from the Front Lines", "date": "2019", "keywords": "case; insider; trading", "summary": "I think it used to be called \u201cA View from the Trenches,\u201d but the point is that having spent so much time focusing on the theme of the development of insider trading law, now this is our chance to hear from people who have actually seen it play out in front of a jury, and have tried to get a jury to wrap its mind around this law. As I said, the way I would like to start is just to get your recollections on how to get a bunch of lay people to wrap their minds around insider trading law as we understand it.", "mime": "application/pdf"}, {"id": "cblr-1804", "words": "1099", "extension": ".pdf", "flesch": "66", "author": "Law Review, Columbia Business", "title": "Panel: A Second View from the Front Lines", "date": "2013", "keywords": "attorney; gupta; panel; sec", "summary": "Before Dodd-Frank, this remedy was available through administrative proceedings against only registered persons; to obtain civil monetary penalties against non-registered persons, the SEC was required to bring enforcement actions in federal district court. 9 Evidence regarding material nonpublic information Gupta provided to Rajaratnam figured prominently in the Rajaratnam criminal trial.", "mime": "application/pdf"}, {"id": "cblr-1805", "words": "584", "extension": ".pdf", "flesch": "55", "author": "Law Review, Columbia Business", "title": "Panel: The SEC\u2019s Perspective", "date": "2013", "keywords": "counsel; district; sec", "summary": "And they bring other perspectives too, because Stanley Sporkin2 moved on to other roles, like being a judge and general counsel of the Central Intelligence Agency (\u201cCIA\u201d) and other small, modest tasks. Richard Walker3 has moved from being director of [SEC] enforcement to being a general counsel for the investment banking group of Deutsche Bank, and we are going to talk about the problems of general counsels in large, integrated financial firms: what they need to do and how proactive they need to be today.", "mime": "application/pdf"}, {"id": "cblr-2871", "words": "13201", "extension": ".pdf", "flesch": "57", "author": "Barzuza, Michal", "title": "Noise Adopters in Corporate Governance", "date": "2014", "keywords": "adopters; benefits; board; firms; governance; governance terms; information; investors; ipo; law; management; managers; market; noise; noise adopters; terms; type; value", "summary": "As a result, the motivation of bad firms to imitate good firms by adopting a non-classified board is reduced relative to what it would have been in information-efficient markets. In particular, there are three main (but not unique) equilibria that could produce this setup: (1) a separating equilibrium in which good firms (firms that face significant market discipline) adopt strict governance and bad firms (firms that face weak market discipline) adopt lax governance; (2) a pooling equilibrium in which all firms adopt strict governance; or (3) a pooling equilibrium in which all firms adopt lax governance.", "mime": "application/pdf"}, {"id": "cblr-2872", "words": "24186", "extension": ".pdf", "flesch": "49", "author": "Rosenberg, Gabriel D.; Massai, Jai R.", "title": "Regulation Through Substitution as Policy Tool: Swap Futurization Under Dodd-Frank", "date": "2014", "keywords": "act; c.f.r; cftc; clearing; contracts; cost; derivatives; dodd; exchange; fed; frank; futures; futurization; interest; margin; market; market participants; participants; payment; regulation; requirements; risk; substitution; swap; swap dealers; swap participants; transactions; wickard", "summary": "4 The first three costs listed above are internalizations of the externalities caused by swap market participants. This trend results from new regulations governing swap markets under the Dodd-Frank Act, which increase the cost of transacting in swaps.", "mime": "application/pdf"}, {"id": "cblr-2873", "words": "18947", "extension": ".pdf", "flesch": "44", "author": "Lin, Li-Wen", "title": "State Ownership and Corporate Governance in China: An Executive Career Approach", "date": "2014", "keywords": "article; attributes; board; business; career; ceo; ceos; china; chinese; companies; directors; executive; governance; government; group; law; management; model; national; ownership; party; pathways; reform; rules; sasac; soes; state; system; table; track; vol", "summary": "Based on the descriptive findings in Table 1, this Article compares Chinese SOE CEOs with executives of the archetype countries in comparative capitalism and comparative corporate governance literatures, including France (which promotes state activism); Japan and Germany (which practice the coordinated market and stake-holder oriented models, respectively); and the United Kingdom and United States (which utilize the liberal market and shareholder-oriented models, respectively). Chinese SOE CEOs seem closest to French CEOs in terms of their career connections with the government.", "mime": "application/pdf"}, {"id": "cblr-2874", "words": "16017", "extension": ".pdf", "flesch": "50", "author": "Smallman, Tamara S.", "title": "The Glass Boardroom: The SEC\u2019s Role in Cracking the Door Open so Women May Enter", "date": "2014", "keywords": "board; board diversity; companies; company; corporate; directors; disclosure; diversity; female; fortune; gender; meeting; nominees; note; policy; proxy; requirements; rule; sec; supra; women", "summary": "REV. 61, 87 (2012); Thomas Lee Hazen & Lissa Lamkin Broome, Board Diversity and Proxy Disclosure, 37 U. DAYTON L. REV. 39, 44 (2011). 8 Business rationale relies on market-based and economic-based justifications in supporting board diversity. In 2012, women held just 117 of the 568 directorships among the Fortune 50, amounting to less than twenty-one percent of total board seats.2 The ongoing debate over gender diversity in the boardroom, as well as acknowledgement of shareholder interest in board diversity, led the Securities and Exchange Commission (SEC) to adopt various amendments to its proxy disclosure rule in 2009.3 The present status of diversity disclosures under these amendments has not been 1 Women represented fifty-three percent of new hires in 2011.", "mime": "application/pdf"}, {"id": "cblr-2875", "words": "17642", "extension": ".pdf", "flesch": "53", "author": "Epner, Justin", "title": "Settling on an Interpretation of \u201cInstrumentality\u201d in the FCPA", "date": "2014", "keywords": "act; bribery; business; convention; corporation; court; doj; enforcement; entity; fcpa; foreign; government; instrumentality; interpretation; law; note; oecd; official; public; state; statute; supra; supra note; united", "summary": "Yet, despite its status as a powerful regulator of business conduct, the statute's key element is shrouded in mystery and only recently drew the attention of a federal circuit court for the first time.3 The explosion in FCPA enforcement since the second George W. Bush administration has transformed the FCPA from an afterthought to a crown-jewel practice for major law firms, 4 as well as the subject of substantial media scrutiny.' And, more significantly, the FCPA anti-bribery provisions grant the Department of Justice (DOJ) and the Securities and Exchange Commission (SEC) authority to bring criminal or civil charges against corporations and individuals who bribe a foreign official in order to obtain a business advantage.8 From 1977 until the early 2000s, DOJ and SEC brought just a few cases per year between them.9 However, during President George W. Bush's second term, Alice Fisher, head of DOJ's Criminal Division, established a unit devoted exclusively to FCPA enforcement.'", "mime": "application/pdf"}, {"id": "cblr-2876", "words": "18353", "extension": ".pdf", "flesch": "53", "author": "Finlay-Hunt, Fiona", "title": "Who\u2019s Leading the Blind? Aimster, Grokster, and Viacom\u2019s Vision of Knowledge in the New Digital Millennium", "date": "2014", "keywords": "blindness; business; cir; content; copyright; court; digital; dmca; flag; harbor; inc; infringement; knowledge; law; liability; osp; red; section; service; viacom; youtube", "summary": "931 Inc., eBay, Inc., IAC/InteractiveCorp., and Yahoo! Inc. proclaimed that the plaintiffs employ circular reasoning to distort the actual knowledge or awareness requirement by using 'willful blindness' to annul the effect of Section 512(m).1o Interestingly, the amici demonstrated the reasoning that, in their view, accompanied Viacom's charge: (a) YouTube's failure to monitor or affirmatively seek facts indicating infringing activity constitutes willful blindness; (b) Such willful blindness constitutes YouTube's actual knowledge of infringements; (c) Such knowledge nullifies YouTube's innocence; (d) Section 512(m) applies to only innocent parties; (e) Therefore YouTube must monitor or affirmatively seek facts indicating infringing activity. AIMSTER, GROKSTER, AND VIACOMS VISION OF KNOWLEDGE IN THE NEW DIGITAL MILLENNIUM Fiona Finlay-Hunt* In Viacom v. YouTube, the Second Circuit confirmed that willful blindness may substitute for actual knowledge under the statutory safe harbor from contributory copyright infringement granted to Online Service Providers (OSPs) under Section 512 of the Digital Millennium Copyright Act (the DMCA).", "mime": "application/pdf"}, {"id": "cblr-2879", "words": "29035", "extension": ".pdf", "flesch": "46", "author": "Mann, Geoffrey A.; Wright, Joshua D.", "title": "If Search Neutrality Is the Answer, What\u2019s the Question?", "date": "2012", "keywords": "analysis; antitrust; benefits; browser; business; case; choice; competition; consumers; costs; court; crs; edelman; engine bias; engines; evidence; example; google; harm; information; integration; internet; law; market; microsoft; note; pasquale; power; regulation; remedies; remedy; search; search bias; search engine; search neutrality; search results; supra; supra note; u.s; users; vol; welfare", "summary": "No. 1:151] 195 making search engine results uniform, competitors would no longer have an incentive to differentiate themselves from one another upon margins that consumers value. Search engines must further distinguish viable, consumer- friendly content from link farms and spain logs, pages designed through inductive reference to search engines' algorithms to manipulate fully automated search rankings.", "mime": "application/pdf"}, {"id": "cblr-2880", "words": "14715", "extension": ".pdf", "flesch": "48", "author": "Bobbitt, Maya O.", "title": "Mezzanine and Mortgage Lenders Bring Knives to a Gunfight: Surviving the Tranche Warfare with Rusty Intercreditor Agreements", "date": "2012", "keywords": "agreement; bankruptcy; borrower; collateral; default; equity; intercreditor; intercreditor agreement; lenders; loan; mezzanine; mezzanine lenders; mortgage; mortgage lenders; note; real; rights; stay; stuyvesant; supra; supra note; tranche", "summary": "Line Trust colorfully alleged that the senior mortgage lenders and senior mezzanine lenders in As between mezzanine lenders, Mezzanine A is the most senior and the other nine tranches are subordinated to it, with Mezzanine J being the most junior tranche. However, there is no corresponding upstream intercreditor provision requiring senior lenders to pledge the same to their junior counterparts-contrary to Line Trust's assertion that senior mortgage and senior mezzanine lenders expressly agreed not to cause the borrower's bankruptcy.", "mime": "application/pdf"}, {"id": "cblr-2881", "words": "16309", "extension": ".pdf", "flesch": "50", "author": "Fry, Ashley M.", "title": "Corporate-Participant Liability for Direct Patent Infringement: A Look to Copyright Law\u2019s Vicarious Liability Analysis", "date": "2012", "keywords": "271(a; approach; circuit; copyright; corporation; court; fed; inc; infringement; law; liability; note; officers; participant; patent; piercing; supra; veil", "summary": "The court held that absent some special showing of why corporate-participant liability was the correct approach, officers are not liable for corporate infringements, though committed under their general direction. [Vol. 2012 CORPORATE-PARTICIPANT LIABILITY sharp distinction between owner and officer liability.", "mime": "application/pdf"}, {"id": "cblr-2882", "words": "21191", "extension": ".pdf", "flesch": "57", "author": "Miller, Michael R.", "title": "No Standing Room: How Lender Collective Action Subverts Basic Principles of Contract Interpretation", "date": "2012", "keywords": "action; agent; agreement; bank; beal; borrower; contract; court; credit; credit agreement; credit documents; default; documents; law; lenders; lien; loan; new; note; remedies; rights; second; supra; syndicate", "summary": "1:3301 approved over the objections of a class of creditors if such a plan is fair and equitable to all classes.23 9 The standard for what is fair and equitable is higher for secured lenders than it would be for unsecured lenders, thus giving second- lien lenders greater leverage during restructuring negotiations.240 14 2 When the parties to a contract have not agreed with respect to a term that is essential to a determination of their rights and duties, the court must supply a term that is reasonable in the circumstances.14 3 Pursuant to Beal Savings Bank, if the required lenders make an election by directing the agent not to pursue legal action, it is reasonable for a court interpreting credit documents governed by New York law (as most are) to conclude that a dissenting lender does not have standing to seek a judgment against the debtor on the ground that such lender has implicitly waived such right of recourse.", "mime": "application/pdf"}, {"id": "cblr-2883", "words": "7097", "extension": ".pdf", "flesch": "58", "author": "Coffee, John C.", "title": "Foreword: The Delaware Court of Chancery: Change, Continuity\u2014and Competition", "date": "2012", "keywords": "cases; chancery; class; competition; corporate; court; delaware; forum; litigation; m&a; plaintiffs; securities; selection; state", "summary": "Savitt recognizes that it is not necessary for Delaware courts to hear every case (or even most) to play a lawmaking role, so long as other courts respect, apply, and abide by Delaware law. The legal issue is not whether Delaware law authorizes such a charter provision, but whether it would conflict in some fashion with federal law.", "mime": "application/pdf"}, {"id": "cblr-2884", "words": "1607", "extension": ".pdf", "flesch": "57", "author": "Jacobs, Jack B.", "title": "Introduction: A Brief History of the Delaware Court of Chancery", "date": "2012", "keywords": "chancellor; chancery; court; law", "summary": "Together with Santa Fe, the appointment of Chancellor Allen made the Court of Chancery the central focus of much of modern corporate law. During his twelve years in office, Chancellor Allen was the impetus, the driving force, behind the Court's enhancement, not only because his opinions were groundbreaking and crafted at the highest conceptual level, but also because he created a bridge between the Delaware Chancellors and Supreme Court Justices and the legal academy-a bridge that has survived and flourished to this very day, as evidenced (among other things) by this Symposium.", "mime": "application/pdf"}, {"id": "cblr-2885", "words": "5744", "extension": ".pdf", "flesch": "62", "author": "Chandler III, William B.", "title": "The Delaware Court of Chancery: An Insider\u2019s View of Change and Continuity", "date": "2012", "keywords": "board; chancellor; chancery; change; court; delaware; directors; inc; law; market; pill; supreme", "summary": "27 Quickturn, 721 A.2d at 1291-92 (One of the most basic tenets of Delaware corporate law is that the board of directors has the ultimate responsibility for managing the business and affairs of a corporation.... BUSINESS LAW SCHOLARS AS AGENTS OF CHANGE The second important force animating changes in Delaware corporate law is the work of scholars.", "mime": "application/pdf"}, {"id": "cblr-2886", "words": "23083", "extension": ".pdf", "flesch": "58", "author": "Cheffins, Brian", "title": "Delaware Corporate Litigation and the Fragmentation of the Plaintiffs\u2019 Bar", "date": "2012", "keywords": "actions; bar; cases; class; class actions; companies; corporate; counsel; court; delaware; delaware companies; derivative; firms; law firms; lawsuits; lawyers; lead; legal; litigation; milberg; new; plaintiffs; practice; public; rev; securities; securities class; securities litigation; shareholder; state; suits; supra note; trend; vol; weiss", "summary": "Thus, the appropriate comparison is between Delaware firms and other away incorporators. [Vol. 20 12490 FRAGMENTATION OF THE PLAINTIFFS'BAR pronounced for Delaware firms than for those incorporated away from their home state, but not in Delaware.", "mime": "application/pdf"}, {"id": "cblr-2887", "words": "17588", "extension": ".pdf", "flesch": "58", "author": "Davidoff, Steven M.", "title": "A Case Study: Air Products v. Airgas and the Value of Strategic Judicial Decision-Making", "date": "2012", "keywords": "air products; airgas; airgas board; board; bylaw; case; chancellor; chancery; chandler; corporate; court; decision; delaware; delaware supreme; directors; inc; judges; making; meeting; offer; plan; rights; shareholder; supreme; supreme court", "summary": "Nonetheless, Chancellor Chandler's refusal to redeem Airgas' shareholder rights plan also illustrates how softer strategic considerations play into Delaware decisions. The chief executive officer of Air Products, John McGlade, asserted that the election of these directors would send a clear message to the Airgas Board that their actions to date do not serve the best interests of Airgas shareholders.", "mime": "application/pdf"}, {"id": "cblr-2888", "words": "5366", "extension": ".pdf", "flesch": "53", "author": "Roe, Mark J.", "title": "A Spatial Representation of Delaware-Washington Interaction in Corporate Lawmaking", "date": "2012", "keywords": "access; company; congress; corporate; court; delaware; interaction; proxy; rule; sec; shareholder; washington", "summary": "SEC begins Delaware Delaware ongress SEC Managers (at start) t ct \u00a7112 to strike down (1) (2 14a-1 1, with SEC _Joenot pickiig up agai Delaware Delaware Con s SEC s (at start) (20 ) Financial 09)", "mime": "application/pdf"}, {"id": "cblr-2889", "words": "11912", "extension": ".pdf", "flesch": "50", "author": "Savitt, William", "title": "The Genius of the Modern Chancery System", "date": "2012", "keywords": "cases; chancery; class; corporate; counsel; court; deal; delaware; fiduciary; inc; law; litigation; note; plaintiffs; review; rules; settlement; shareholder; supra; system", "summary": "com/Blog/201 1/01/ve-laster-issues-ruling-that-could-significantly-alter-whe n-revlon-rules-apply.html; Delaware Chancery Court Evaluates 50/50 Stock and Cash Deal Under Revlon, DAVIS POLK & WARDWELL (May 27, 2011), http://www.davispolk.com/briefing/corporategovernance/blog.aspx?e ntry=46. In re Staples, Inc. S'holders Litig., 792 A.2d 934, 960 (Del. Ch. 2001); see id. (Delaware case law recognizes that an after-the-fact damages case is not a precise or efficient method by which to remedy disclosure deficiencies.", "mime": "application/pdf"}, {"id": "cblr-2890", "words": "15004", "extension": ".pdf", "flesch": "69", "author": "Symposium, Twenty-Twelve", "title": "Panel: The Evolution of M&A Litigation in the Chandler Era", "date": "2012", "keywords": "airgas; board; cases; chancery; chancery court; court; deal; decision; delaware; directors; inc; law; litigation; offer; pill; supreme; supreme court; time; way", "summary": "The third piece of information that I think is not controversial is that there is just-let me put it this way, chancery court decisions are long. And accordingly, and in these ways, it operates as a very special kind of common law court.", "mime": "application/pdf"}, {"id": "cblr-2891", "words": "11929", "extension": ".pdf", "flesch": "75", "author": "Symposium, Twenty-Twelve", "title": "Panel: Delaware\u2019s World: Who Are Its Competitors?", "date": "2012", "keywords": "access; board; cases; court; delaware; federal; good; panel; people; plaintiffs; proxy; sec; section; shareholder; state; things", "summary": "KATE LITVAK2 3: I want to talk about some empirical evidence that we have about Delaware, and the impact of Delaware on Delaware companies subject to Delaware law and the economy as a whole. The first is our new Chancellor has his stay in your own lane approach, where he has spoken frequently, be it in transcript or in opportunities like that, encouraging other over-burdened courts to say, Why do you want to take on Delaware cases when we have our own expertise in our court, and this is what we do?", "mime": "application/pdf"}, {"id": "cblr-2892", "words": "13720", "extension": ".pdf", "flesch": "65", "author": "Symposium, Twenty-Twelve", "title": "Roundtable: Leading Issues Facing the Strine Court", "date": "2012", "keywords": "board; business; chancellor; chancery; change; company; compensation; court; delaware; directors; governance; issues; new; plaintiffs; problem; shareholder; strine; time; way", "summary": "Third dot: The core of my claim is that, over the past generation, Delaware case law has limited the monitoring possibilities, both through markets and through internal governance structures, and thereby placed a heavy burden- you might say too heavy a burden-on the contractual relationships, the compensation arrangements, to perform their monitoring function. And we know from the share repurchase doctrines and cases that a share repurchase that renders the firm insolvent violates Delaware law-it violates the restriction on repurchasing shares.", "mime": "application/pdf"}, {"id": "cblr-2893", "words": "13692", "extension": ".pdf", "flesch": "52", "author": "Gupta, Priya", "title": "Freezeouts in Delaware: An Exploration of the Appropriate Standard of Review", "date": "2012", "keywords": "committee; court; del; delaware; fairness; freezeouts; merger; minority; note; offer; review; shareholders; standard; supra; tender; transaction", "summary": "Finally, in response to the assertion that tender offer freezeouts pay less to minority shareholders, indicating insufficient protection, some scholars argue that the possibility of a freezeout is already built into the price of a minority share ex ante. ' Under the unified standard, any flaw in the required procedural protections, as determined at the court's discretion, allows the court to impose entire fairness review with the burden on the defendant, instead of simply giving plaintiffs an appraisal right.152 The unified standard would result in a number of inefficiencies in the market, both for controlling owners and minority shareholders.", "mime": "application/pdf"}, {"id": "cblr-2894", "words": "18957", "extension": ".pdf", "flesch": "51", "author": "Mongone, Anthony W.", "title": "Business Roundtable: A New Level of Judicial Scrutiny and Its Implications in a Post-Dodd-Frank World", "date": "2012", "keywords": "act; administrative; agencies; agency; analysis; apa; bill; board; business; court; evidence; new; note; nsmia; proxy; review; roundtable; rule; scrutiny; sec; shareholder; standard; supra; supra note; u.s", "summary": "No. 2:746] BUSINESS ROUNDTABLE AND JUDICIAL SCRUTINY this Note argues, has the potential to eliminate SEC rulemaking and undo Dodd-Frank's sweeping financial reforms to the detriment of the national economy, absolutely demanding clarification by either Congress or the Supreme Court of the appropriate standard of judicial review by which the court is to evaluate SEC rules. The Business Roundtable standard of review, similar to the standard applied by the D.C. Circuit in striking down SEC rules in the previous two such challenges, is a potential death-knell for the SEC and 8 Cf Zedner v. United States, 547 U.S. 489 (2006) (examining the legislative history of the Speedy Trial Act to determine the meaning of an ambiguous clause). ' George B. Shepherd, Fierce Compromise: The Administrative Procedure Act Emerges from New Deal Politics, 90 Nw.", "mime": "application/pdf"}, {"id": "cblr-2895", "words": "11783", "extension": ".pdf", "flesch": "52", "author": "Hovenkamp, Herbert", "title": "Competition for Innovation", "date": "2012", "keywords": "antitrust; case; competition; copyright; court; example; firms; hovenkamp; infringement; innovation; law; market; output; patent; policy; property; rights; schumpeter; structure; u.s", "summary": "These regimes should include greater protection from outsiders, such as patent infringement suits from non- practicing entities who often are not members of patent pools because they are not practicing anything. While the need for such reform is at least as apparent in patent law, very little true reform has actually occurred.", "mime": "application/pdf"}, {"id": "cblr-2896", "words": "10666", "extension": ".pdf", "flesch": "43", "author": "Gordon, Jeffrey N.", "title": "Corporate Governance and Executive Compensation in Financial Firms: The Case for Convertible Equity-based Pay", "date": "2012", "keywords": "case; ceo; compensation; distress; equity; failure; financial; firm; governance; incentives; interests; managers; pay; problem; risk; shareholders; taking; value", "summary": "L.J. 247, 248 (2010). 2 Too big to fail refers to financial firms that would be rescued by the government rather than being allowed to fail, because the financial claims on their balance sheet are so large relative to the financial sector that failure would have large negative effects on other financial firms and ultimately, large negative effects on the real economy. (surveying recent calls for a long-term focus in financial firm compensation).", "mime": "application/pdf"}, {"id": "cblr-2897", "words": "16128", "extension": ".pdf", "flesch": "53", "author": "Bell, Scott", "title": "Clarity and Predictability at the SEC: Abacus, Citigroup, and the Political Economy of Securities Fraud Settlements", "date": "2012", "keywords": "aca; cdo; cdos; citigroup; complaint; financial; goldman; goldman sachs; gs&co; investors; j.p; jpm; market; morgan; note; paulson; portfolio; protection; sachs; sec; securities; settlement; squared; supra; supra note", "summary": "JPM Citi Type of trade: Non-proprietary Non-proprietary Proprietary Typeoftrade: Single-layer CDO CDO-squared CDO-squared Long or Short Long Long Short Value of Gain or (Loss) on the ($75.0 million) ($861.4 million) $160.0 million Trade (Including Fees) Claims Filed by \u00a7 10(b) andle 1 17(a)(2) and SEC 10b-5, \u00a7 17(a)(1), \u00a717(a)(2) and (3) \u00a71()2 n(2), and (3) Parties Allegedly Investors and Misled by Structuring Party Investors Only Investors Only Defendants Portfolio Selection Agent 161 Jenny Anderson & Zachery Kouwe, S.E.C. Enforcers Focus on Avoiding Madoff Repeat, N.Y. TIMES, Feb. 9, 2010, at Bl. 162 Press Release, SEC, Goldman Sachs to Pay Record $550 Million to Settle SEC Charges Related to Subprime Mortgage CDO (July 15, 2010), http://www.sec.gov/ news/press/2010/2010-123.htm. 163 See SEC Enforcement Actions, http://www.sec.gov/spotlight/enf- actions-fc.shtml (last modified Nov. 28, 2012).", "mime": "application/pdf"}, {"id": "cblr-2898", "words": "27615", "extension": ".pdf", "flesch": "48", "author": "Izant, Jeff", "title": "Mens Rea and the Martin Act: A Weapon of Choice for Securities Fraud Prosecutions?", "date": "2012", "keywords": "attorney; conduct; courts; criminal; culpability; defendant; enforcement; federal; felony; fraud; general; intent; law; liability; martin act; mens; misdemeanor; n.y; new; new york; people; prosecutions; public; rea; section; securities; securities fraud; state; statute; strict; supra note; text; york", "summary": "While the argument that Martin Act felony liability is necessarily broader than felony liability-which is predicated on willful and knowing MENS REA AND THE MARTIN ACT 985 but-unlike intent to defraud in other contexts-does not require purpose with regard to the defendant's goal or awareness of the victim's response to the representation. Nevertheless, there is very little evidence to suggest that the standard should be any higher than recklessness as defined by the New York Legislature, particularly where this definition includes an element of 297 Selecting this option would imply that, according to Professor Buell's construct, Martin Act felonies are more akin to misrepresentation crimes, not core fraud.", "mime": "application/pdf"}, {"id": "cblr-2899", "words": "17909", "extension": ".pdf", "flesch": "52", "author": "Schmid, Olivia", "title": "Rebuilding the Fallen House of Cards: A New Approach to Regulating Credit Rating Agencies", "date": "2012", "keywords": "agency; business; coffee; cras; credit; credit rating; debt; dodd; frank; government; interest; investors; issuers; market; model; note; proposal; rating; rating agencies; regulatory; sec; securities; supra; supra note", "summary": "With the growth of securitization and innovative, structured finance products, the inherent conflicts of interest present in the issuer-pays model followed by CRAs became even more problematic, as rating agencies faced greater competitive pressures to appease their clients-the issuers of debt-than they did when they were rating only corporate bonds. The Dodd- Frank approach to dealing with the CRAs' conflict of interest problem has been associated with the Franken Proposal, which will be officially implemented if no better solution is presented by 2012.3 This Note analyzes the pros and cons of the Franken Proposal and its alternatives, concluding that an even better solution may exist for regulating the conflicts of interest that rating agencies face.", "mime": "application/pdf"}, {"id": "cblr-2900", "words": "10892", "extension": ".pdf", "flesch": "47", "author": "Wertman, Gabriella", "title": "A Counterintuitive Reform: The Inherent Hindrance to Proxy Access in Rule 14a-8\u2019s Pipeline", "date": "2012", "keywords": "14a-8; access; action; company; director; exclusion; law; letter; management; note; proposal; proxy; proxy access; rule; sec; shareholder", "summary": "Originally, Rule 14a-8 included a stark prohibition on shareholder proxy access proposals from appearing on the corporate ballot. The appearance of shareholder proxy access proposals on the corporate ballot is thus contingent on its operation within Rule 14a-8 and the SEC's decisions in its no-action rulings.", "mime": "application/pdf"}, {"id": "cblr-2901", "words": "44608", "extension": ".pdf", "flesch": "50", "author": "Burk, Bernard A.; McGowan, David", "title": "Big But Brittle: Economic Perspectives on the Future of the Law Firm in the New Economy", "date": "2012", "keywords": "associates; business law; capital; clients; compensation; cost; counsel; demand; diversification; firm growth; firms; future; galanter; gilson; growth; henderson; individual; l.j; law firm; law school; law360; lawyers; legal; market; mnookin; model; nat'l; network; new; number; palay; partners; partnership; pay; practice; profits; rates; recession; referral; review; schools; services; size; staff; structure; students; supra note; survey; time; tournament; value; vol; work; years", "summary": "The second perspective analyzes large law firms using familiar economic principles concerning technological innovation and transaction costs, principles that have been largely overlooked in the literature on large firms. But we also conclude that the evolving configuration of large law firms has profound implications for practicing and aspiring lawyers, as well as for the law schools that prepare students for the increasingly global and competitive market for their services.", "mime": "application/pdf"}, {"id": "cblr-2902", "words": "35270", "extension": ".pdf", "flesch": "53", "author": "Simkovic, Michael; Kaminetzky, Benjamin S.", "title": "Leveraged Buyout Bankruptcies, the Problem of Hindsight Bias, and the Credit Default Swap Solution", "date": "2012", "keywords": "analysis; b.r; bankruptcy; bias; bond; business; capital; cash; cds; courts; credit; credit default; creditors; debtor; default; default risk; default swaps; equation; equity; experts; financial; firm; future; hindsight; inc; information; judges; law; leveraged; market; market prices; prices; probability; rate; risk; spread; supra note; swaps; time; trading; transactions; transfer; use; value; vol; year; yield", "summary": "When bond market and CDS participants trade, they leave a record of the conclusions of their analysis. Credit default swaps likely make bond markets more complete by facilitating short positions.", "mime": "application/pdf"}, {"id": "cblr-2903", "words": "12849", "extension": ".pdf", "flesch": "52", "author": "Rose, Charles A.", "title": "The Tax Lawyer\u2019s Dilemma: Recent Developments Heighten Tax Lawyer Responsibilities and Liabilities", "date": "2012", "keywords": "advice; circular; irs; lawyers; liability; moldenhauer; opinion; planning; practice; rules; shelter; standards; substance; supra note; tax; tax lawyers; tax shelter; taxpayer; transaction; treasury", "summary": "The Treasury Department first adopted rules regulating tax shelter opinions in 1984, in former Section 10.33 of 119 Soled, supra note 3, at 268. 127 Id. at 848-49 (The preamble also stated that the proposed rules were consistent with a 1982 American Bar Association opinion concerning tax shelter opinions, Formal Opinion 346.", "mime": "application/pdf"}, {"id": "cblr-2904", "words": "11804", "extension": ".pdf", "flesch": "56", "author": "Cormack, Matthew", "title": "The Cost of Representation: An Argument for Permitting Pro Se Representation of Small Corporations in Bankruptcy", "date": "2012", "keywords": "assets; attorney; bankruptcy; business; cases; corporation; costs; counsel; court; debtor; federal; holliday; law; representation; rule; states", "summary": "No. 1:222] 235 COLUMBIA BUSINESS LAW REVIEW Holliday's-a corporation with zero assets-leaving little room for any exception at all.o An empirical survey of bankruptcy cases confirms that current courts are hesitant to apply an exception to the rule. Small business bankruptcies increased 44 percent from the third quarter of 2008 to the third quarter of 2009.'", "mime": "application/pdf"}, {"id": "cblr-2905", "words": "23718", "extension": ".pdf", "flesch": "56", "author": "Jarosch, Jeffrey Paul", "title": "Reassessing Tying Arrangements at the End of AT&T\u2019s iPhone Exclusivity", "date": "2012", "keywords": "arrangements; at&t; competition; competitors; consumers; costs; court; customers; devices; industry; innovation; iphone; market; mobile; monopoly; networks; new; power; product; rule; tying; u.s; wireless", "summary": "COL UMBIA B USINESS LA W RE VIE W [Vol. 2011360 REASSESSING TYING ARRANGEMENTS examining tying arrangements should look for these distortions on a case-by-case basis rather than applying a categorical rule that condemns tying arrangements without closely examining their effects and limits their use even when they have pro-competitive effects. In the context of high expectations that the end of iPhone exclusivity will improve competition in wireless telecommunications, this Article examines the Court's traditional basis for condemning tying arrangements, and then applies the Court's rationales to tying between high-end mobile devices and wireless service providers.", "mime": "application/pdf"}, {"id": "cblr-2906", "words": "23692", "extension": ".pdf", "flesch": "54", "author": "Siegel, Mary", "title": "The Holes in Majority Voting", "date": "2012", "keywords": "board; business; bylaw; charter; corporate; court; del; delaware; directors; inc; judgment; majority voting; note; policies; policy; power; resignation; review; rule; shareholders; standard; states; supra; vote", "summary": "Paraphrasing the chancery court in Westland, shareholders cannot sue simply because they made a poor strategic decision to rely on board policies or board bylaws that allowed their directors a discretionary check on the results of the shareholders' vote. 52 See infra Part I.D for a discussion of the consequences of implementing majority voting through board policy.", "mime": "application/pdf"}, {"id": "cblr-2907", "words": "11474", "extension": ".pdf", "flesch": "52", "author": "Goldin, David", "title": "External Review Process Options for Self-Funded Health Insurance Plans", "date": "2012", "keywords": "care; decisions; erisa; external; health; insurance; insurers; medical; note; plans; process; review; self; state; supra; utilization", "summary": "This section generally mandates either that insurers comply with external review processes found in state law, or, if they are not subject to state 1 David M. Herzenhorn and Robert Pear, Health Vote Is Done, but Partisan Debate Rages On, N.Y. TIMES, Mar. 23, 2010, at A19 (describing the ongoing debate and opposition to PPACA). 1 This Note analyzes a number of potential options for external review processes that can be implemented under the PPACA for self-funded health insurance plans regulated by ERISA.", "mime": "application/pdf"}, {"id": "cblr-2908", "words": "26142", "extension": ".pdf", "flesch": "56", "author": "Jensen, Mallory", "title": "Is ERISA Preemption Superfluous in the New Age of Health Care Reform?", "date": "2019", "keywords": "aca; act; amendment; benefits; bill; business; care law; care reform; case; congress; court; employer; erisa preemption; federal; francisco; health; health care; health law; health reform; implementation; innovation; insurance; law; laws; new; note; plans; provision; pub; reform; rev; san; state; state health; state law; supra; text; u.s; waivers", "summary": "As I discuss further in Part III.C.2, it is not clear whether this language could apply to ERISA preemption waivers, the topic of this Note. These have recently received much publicity,n but will state reforms that get an ACA waiver be able to avoid ERISA preemption? ' Throughout this Note, ACA will refer collectively to the Patient Protection and Affordable Care Act, Pub.", "mime": "application/pdf"}, {"id": "cblr-2909", "words": "20615", "extension": ".pdf", "flesch": "49", "author": "Nicolaou, John T.", "title": "Whistle While You Work: How the False Claims Act Amendments Protect Internal Whistleblowers", "date": "2012", "keywords": "act; action; activity; cir; claims; clause; compliance; courts; defendant; employees; employer; fca; fca fraud; fraud; government; knowledge; notice; plaintiff; provision; reporting; requirement; retaliation; states; u.s.c; united", "summary": "Significantly, the disjunction of the two actions allows private plaintiffs to avoid the heightened pleading standards of Federal Rule of Civil Procedure 9(b), which applies to FCA fraud actions. Under this standard, protected actions need not have resulted in any party securing a judgment or settlement against the defendant for FCA fraud or even in any party filing an actual FCA fraud claim, because the statute's to be filed clause links protection to events as they were understood at the ' False Claims Act, 31 U.S.C. \u00a7 3730(h)", "mime": "application/pdf"}, {"id": "cblr-2910", "words": "17854", "extension": ".pdf", "flesch": "45", "author": "Vaishnav, Anish", "title": "Product Market Definition in Pharmaceutical Antitrust Cases: Evaluating Cross-Price Elasticity of Demand", "date": "2012", "keywords": "antitrust; care; consumer; cross; cross elasticity; demand; drug; elasticity; generic; guidelines; interchangeability; market; market definition; note; patient; pharmaceutical; physicians; prescription; price; product; product market; supra; u.s", "summary": "To the extent that anticompetitive conduct falls in neither the per se nor the quick look categories, the court must define a market.2 7 The current metric for product market definition has its roots in a footnote in Times-Picayune Publishing Co. v. United States,28 which stated that all products have substitutes, but a relevant market must exclude those products to which only a limited number of buyers will turn in the face of a moderate increase in price of the product in question-that is, products for which cross elasticity of demand is low. Since there is a relative scarcity of judicial decisions addressing product market definition in the pharmaceutical industry, consent decrees provide a major source for understanding the FTC's market definition methodology, while still leaving much information to be desired.40", "mime": "application/pdf"}, {"id": "cblr-2911", "words": "5614", "extension": ".pdf", "flesch": "52", "author": "Lemley, Mark A.", "title": "Industry-Specific Antitrust Policy for Innovation", "date": "2012", "keywords": "antitrust; competition; industry; innovation; law; lemley; new; note; patent; pharmaceutical; policy; supra", "summary": "THE INDUSTRY-SPECIFIC NATURE OF ANTITRUST POLICY In our book, Dan Burk and I suggested that the way for patent law to deal with the industry-specific nature of innovation is to treat inventions in different industries differently.49 This industry specificity results from the nature of antitrust, which-far more than patent law-is concerned with the particular economic characteristics of both the practice being regulated and the market in which the practice occurs.", "mime": "application/pdf"}, {"id": "cblr-2912", "words": "22077", "extension": ".pdf", "flesch": "58", "author": "Hartzmark, Michael; Schipani, Cindy A.; Seyhun, H. Nejat", "title": "Fraud on the Market: Analysis of the Efficiency of the Corporate Bond Market", "date": "2012", "keywords": "aig; aig bonds; aig debt; analysis; bond; bond market; bond price; cammer; class; conversion; court; debt; debt securities; f.r.d; factors; fraud; information; market; period; price; securities; stock; stock price; trade; trading; value", "summary": "Although the Cammer factors can be used to analyze bond market efficiency, they require adjustments to account for these differences, such as the domination of institutional trading activity in bond markets and bond covenants and convertibility, that complicate simple pricing models. Source: Bloomberg and TRACE B. Applying the Cammer Factors to the Bond Market This section examines the important components of the operational and price-related Cammer factors and highlights the need for additional empirical analyses or background on bond pricing theory when differentiating between the stock and bond markets.", "mime": "application/pdf"}, {"id": "cblr-2913", "words": "13758", "extension": ".pdf", "flesch": "48", "author": "Albrecht, Jennifer", "title": "New Bankruptcy Rule 2019: Boon or Bane for Distressed Investors?", "date": "2012", "keywords": "bankruptcy; chapter; claims; committee; debtor; disclosure; hoc; interests; investors; new; note; rule; supra", "summary": "BOON OR BANE FOR DISTRESSED INVESTORS? Additionally, this Note analyzes the potential impact the recent changes on distressed investors, with particular attention to how these changes will affect distressed investors' return on investment.", "mime": "application/pdf"}, {"id": "cblr-2914", "words": "16760", "extension": ".pdf", "flesch": "51", "author": "Burns, Branden Carl", "title": "Will Oil and Gas Issuers Leave U.S. Equity Markets in Response to Section 1504 of the Dodd-Frank Act? Can They Afford Not to?", "date": "2012", "keywords": "act; adrs; companies; company; disclosure; exchange; foreign; gas; gas companies; information; issuers; letter; markets; nocs; note; oil; payments; report; resource; rules; section; securities; shares; state; supra; supra note; transparency; u.s", "summary": "[are] unlikely to hurt the competitiveness of U.S. oil companies. To fail to achieve comprehensive coverage will likely create competitive disadvantages for U.S. companies and may cause enduring harm to U.S. investors.", "mime": "application/pdf"}, {"id": "cblr-2915", "words": "25993", "extension": ".pdf", "flesch": "56", "author": "Lacovara, Christopher", "title": "Strange Creatures: A Hybrid Approach to Fiduciary Duty in Benefit Corporations", "date": "2012", "keywords": "act; ann; benefit; benefit corporation; benefit purposes; business; constituencies; constituency; corp; corp directors; corp statutes; corporate; corporation; directors; duties; duty; fiduciary; interests; law; model; n.y; new; nonprofit; note; public; purposes; shareholders; standing; state; statutes; supra", "summary": "A HYBRID APPROACH TO FIDUCIARY DUTY IN BENEFIT CORPORATIONS Christopher Lacovara* Benefit corporations, or B-corps, represent a new corporate legal form designed to accommodate the dual profit-making and public benefit goals of the social enterprise movement. FIDUCIARY DUTY IN BENEFIT CORPORATIONS And Chee-Chee very proudly took the animal inside and showed him to the Doctor.", "mime": "application/pdf"}, {"id": "cblr-2916", "words": "11710", "extension": ".pdf", "flesch": "47", "author": "Lombardi, Stuart R.", "title": "Interpreting Dodd-Frank Section 954: A Case for Corporate Discretion in Clawback Policies", "date": "2012", "keywords": "board; case; clawback; companies; company; compensation; culpability; discretion; dodd; executive; frank; note; policies; policy; section; supra", "summary": "The Benefits of Discretion To enable companies to exercise their best business judgment, federal regulators should give companies broad discretion to determine on a case-by-case basis whether to clawback compensation. The terms economic cost and economic benefit thus describe the full range of costs and benefits a company faces when determining whether to clawback compensation in a particular circumstance.", "mime": "application/pdf"}, {"id": "cblr-2917", "words": "35195", "extension": ".pdf", "flesch": "50", "author": "Butler, Henry N.; Johnston, Jason J.", "title": "Reforming State Consumer Protection Liability: An Economic Approach", "date": "2010", "keywords": "actions; advertising; attorneys; business; case; class; class action; consumer; consumer class; consumer protection; consumer welfare; cost; courts; cpa; cpa liability; damages; defendant; enforcement; federal; ftc; goods; harm; incentives; information; law; liability; market; note; plaintiffs; practices; probability; product; protection liability; quality; rev; sellers; state; state consumer; state cpas; suit; supra; vol", "summary": "Many CPA provisions are designed to make it easier and more economical for individual consumers to recover their losses, yet many of these provisions are not necessary to incentivize plaintiffs to pursue consumer class actions. This suggests that courts and legislatures should have one set of rules for individual consumer actions and another set of rules for consumer class actions under CPAs.", "mime": "application/pdf"}, {"id": "cblr-2918", "words": "25431", "extension": ".pdf", "flesch": "55", "author": "Harris, Lee", "title": "Missing in Activism: Retail Investor Absence in Corporate Elections", "date": "2010", "keywords": "activism; bebchuk; board; business; campaign; challenges; columbia; company; contests; control; data; directors; elections; firm; funds; hedge; incumbent; individual; investment; investors; launch; law; majority; managers; proxy; public; retail; shareholder; success; supra note; vol", "summary": "This leaves shareholder challengers with only one mechanism for waging a campaign-to front the initial costs of the campaign out of their own resources. o Although commentators disagree on the means of reform (or even the merits of reform generally), there is near unanimity among prominent corporate law scholars that the system of shareholder campaigns is a poor method for promoting shareholder involvement in corporate affairs.", "mime": "application/pdf"}, {"id": "cblr-2919", "words": "11715", "extension": ".pdf", "flesch": "56", "author": "Gudzowski, Milosz", "title": "Mortgage Credit Ratings and the Financial Crisis: The Need for a State-Run Mortgage Security Credit Rating Agency", "date": "2010", "keywords": "agency; capital; cdo; cdos; cras; credit; crisis; government; hunt; investors; issuer; market; mortgage; pays; process; ratings; risk; rmbs; securities; securitization; supra note", "summary": "Also, the SEC added the requirement that CRAs disclose to the public general performance standards and, for ten percent of securities ratings, complete case histories. Inaccurate RMBS and R-CDO ratings are caused in large part by the issuer pays system of financing, whereby issuers of securities pay the CRAs for credit ratings, thus creating an obvious conflict of interests.u However, some academics and the CRAs claim that the CRAs' incentive to maintain a strong reputation (reputational capital) outweighs their desire in any individual case to profit from inflated ratings.12 The current financial crisis, however, disproves this claim and instead indicates that the conflict of interests inherent in issuer financing have overcome the reputational capital constraint and resulted in inflated RMBS and R-CDO ratings.13 Since the issuer pays model is unlikely to change, the CRAs will continue to be incentivized to inflate RMBS and R-CDO ratings, and investors and regulators will probably distrust CRA ratings of R-CDOs and RMBSs for the foreseeable future.'", "mime": "application/pdf"}, {"id": "cblr-2920", "words": "13741", "extension": ".pdf", "flesch": "48", "author": "Bhatti, Sulman A.", "title": "The Shari\u2019ah and the Challenge and Opportunity of Embracing Finance \u201cWithout Interest\u201d", "date": "2010", "keywords": "american; bank; banking; compliant; deposit; finance; financial; financing; interest; islamic; law; lender; loss; money; muslims; note; principles; products; profit; qur'an; shari'ah; states; supra; transaction; u.s; united; vol", "summary": "Many non- Muslim U.K. based businesses, such as Blue Ocean Telecommunications, have turned to Islamic banks such as the Bank of London and the Middle East (BLME) for business loans after being rejected by conventional financing houses.135 The approach has been so successful that lawmakers in France, who previously banned the veil in state schools and remain unapologetic about their approach to Islam, have pushed for changes in their tax and legal codes to accommodate a limited range of Shari'ah compliant 131 Financial Services Authority, Islamic Banking in the UK, Briefing Note BNO16/06, Mar. 9, 2006 A third and final critique may be that Islamic banks will eventually face m assive liquidity and risk management problems.", "mime": "application/pdf"}, {"id": "cblr-2921", "words": "12338", "extension": ".pdf", "flesch": "52", "author": "Winning, Robert", "title": "Direct Regulation of Medical Malpractice Premiums: The Least Dangerous Reform", "date": "2010", "keywords": "caps; care; costs; crisis; damage; health; insurance; insurers; malpractice; malpractice insurance; malpractice premiums; medical; new; note; premiums; rate; reform; regulation; state; supra; supra note", "summary": "V. INSURANCE REGULATION AS AN ALTERNATIVE TO DAMAGE CAPS A. Insurance Regulation as a Viable Response to Malpractice Crises An alternative to damage caps is to directly regulate the setting of malpractice insurance premiums. No. I:281] THE LEAST DANGEROUS REFORM 305 COLUMBIA BUSINESS LAW REVIEW rate increases in a position to collect an assortment of data about medical malpractice insurance.", "mime": "application/pdf"}, {"id": "cblr-2922", "words": "26131", "extension": ".pdf", "flesch": "44", "author": "Economides, Nicholas; Lianos, Joannis", "title": "A Critical Appraisal of Remedies in the E.U. Microsoft Cases", "date": "2011", "keywords": "antitrust; article; browser; case; commission; competition; consumers; court; decision; e.u; european; explorer; internet; interoperability; law; market; media; media player; microsoft; microsoft case; microsoft corp; microsoft remedies; operating; player; remedies; remedy; software; states; united; united states; windows; windows media", "summary": "oo The Monitoring Trustee was required to assess whether the information made available by Microsoft was complete and accurate and to ensure that Windows-N was not worse performing than any bundled version of Windows Microsoft ability to reject a complaint when it considers that a case lacks priority for other reasons (e.g., lack of Community interest). No. 2:346] 347 COLUMBIA BUSINESS LAW REVIEW dominant position on the market for PC operating systems (E. U. Microsoft I).2 Microsoft was held to have abused its dominant position by refusing to supply competitors with certain interoperability information and to allow them to use it for the purpose of developing and distributing competing products on the market for work group server operating systems.", "mime": "application/pdf"}, {"id": "cblr-2923", "words": "9410", "extension": ".pdf", "flesch": "53", "author": "Miller, Geoffrey F.", "title": "A Modest Proposal For Fixing Delaware\u2019s Broken Duty of Care", "date": "2011", "keywords": "business; care; cases; corporate; court; decision; delaware; directors; duty; fees; inquiries; inquiry; judges; judicial; liability; rev", "summary": "Many commentators sharply criticized the decision, finding it astounding that Delaware judges would fault a board of directors for agreeing in good faith to a merger at a substantial premium over the market price-and make the directors pay damages out of their personal assets to boot. As Edward Rock has demonstrated, Delaware judges sometimes engage in moralistic commentaries when deciding fiduciary duty cases.", "mime": "application/pdf"}, {"id": "cblr-2924", "words": "17449", "extension": ".pdf", "flesch": "45", "author": "Banker, Roshni", "title": "Glass-Steagall Through the Back Door: Creating A Divide in Banking Functions Through the Use of Corporate Living Will", "date": "2011", "keywords": "act; activities; activity; banking; banks; business; crisis; deposit; fail; federal; financial; glass; glba; institutions; insurance; investment; law; living; living wills; new; regulation; risk; securities; steagall; steagall act; supra note; system; wills", "summary": "Let's tightly limit bank activity to taking deposits and making loans-loans that bankers and regulators who aren't theoretical mathematicians can monitor. . . . The act also adopted four provisions known as the Glass-Steagall Act, mandating the separation of commercial and investment banks: (1) Section 16 limited banks that deal in securities to purchases or sales solely for customer accounts (with certain exceptions); (2) Section 20 prohibited commercial banks from affiliation with any entity engaged principally in the underwriting or public sale of securities; (3) Section 21 prohibited any entity engaged in issuing, underwriting, or distributing securities from also receiving deposits; and (4) Section 32 prohibited relationships between commercial banks and securities firms primarily engaged in the underwriting or distribution of securities.6", "mime": "application/pdf"}, {"id": "cblr-2925", "words": "18493", "extension": ".pdf", "flesch": "47", "author": "Broomfield, Elizabeth", "title": "Subduing the Vultures: Assessing Government Caps on Recovery in Sovereign Debt Litigation", "date": "2011", "keywords": "bank; bonds; commercial; countries; country; court; creditors; debt; debt relief; debtor; development; foreign; funds; hipc; initiative; international; law; legislation; litigation; market; new; note; relief; restructuring; sovereign; states; supra; supra note; united; vol; vulture", "summary": "ANALYSIS This section will address both the benefits and costs of a cap on recovery in sovereign debt litigation and will conclude that the proposed limits are undesirable. The new United Nations effort announced in early 2010 to create legitimate debt guidelines is particular reason to be optimistic on this front.247 V. CONCLUSION The proposed benefits of limiting available recovery in sovereign debt litigation are far outweighed by the costs.", "mime": "application/pdf"}, {"id": "cblr-2926", "words": "20864", "extension": ".pdf", "flesch": "56", "author": "Buente, C. B.", "title": "Enforcement of State and Local Tobacco Taxes after Hemi Group", "date": "2011", "keywords": "act; atf; ccta; cigarette; city; civil; court; enforcement; evasion; federal; fraud; group; hemi; hemi group; internet; jenkins; new; new york; note; report; retailers; rico; sales; smuggling; state; state tax; supra; supra note; tax; taxes; tobacco; u.s; york", "summary": "[hereinafter RTI REPORT] (Studies indicate that such long-distance or organized smuggling of cigarettes accounts for the majority of state tobacco tax evasion .... ). POST, June 7, 2009, at PWO1, available at http://www.washington post.com/wp-dyn/contentlarticle/2009/06/02/AR2009060204088.html. ' Donald Boyd & Lucy Dadayan, State Tax Decline in Early 2009 Was the Sharpest on Record, 53 STATE TAX NOTES MAG.", "mime": "application/pdf"}, {"id": "cblr-2927", "words": "17417", "extension": ".pdf", "flesch": "48", "author": "Delman, Jeremy Ryan", "title": "Structuring Say-on-Pay: A Comparative Look at Global Variations in Shareholder Voting on Executive Compensation", "date": "2011", "keywords": "act; advisory; board; companies; company; compensation; directors; executive; financial; firms; investors; note; pay; performance; policy; proxy; remuneration; risk; shareholder; stock; supra; supra note; u.k; u.s; vote; voting; year", "summary": "614 C. Can Shareholder Votes Provide Adequate Information to Boards? For instance, shareholder votes could be binding instead of advisory, include several factors instead of being merely up-or-down, be on future policy rather than past practices, or be firm-optional instead of mandatory.", "mime": "application/pdf"}, {"id": "cblr-2928", "words": "20037", "extension": ".pdf", "flesch": "46", "author": "Radez, Kathleen Vermazen", "title": "The Freedom of Information Act Exemption 4 Tested: Protecting Corporate Reputation in the Post-Crash Regulatory Environment", "date": "2011", "keywords": "agencies; agency; cir; circuit; court; d.c; disclosure; exemption; f.2d; fed; foia; foia exemption; government; harm; information; interest; national; note; parks; public; records; reserve; supp; supra; u.s", "summary": "(excluding from FOIA information contained in or related to examination, operating, or condition reports prepared by, on behalf of, or for the use of an agency responsible for the regulation or supervision of financial institutions). The Fed's argument exemplifies the challenge presented to courts when FOIA disclosure turns not on traditional notions of competitive commercial harm, but on more nuanced reputational considerations.'", "mime": "application/pdf"}, {"id": "cblr-2929", "words": "9157", "extension": ".pdf", "flesch": "54", "author": "Hemphill, C. Scott", "title": "Collusive and Exclusive Settlements of Intellectual Property Litigation: Milton Handler Antitrust Lecture", "date": "2011", "keywords": "agreement; antitrust; cir; class; competition; court; drug; google; inc; law; note; orphan; patent; settlement; states; supra; works", "summary": "The point is particularly vivid with respect to drug patent settlements. Most obviously, both are settlements of intellectual property litigation involving an innovator.", "mime": "application/pdf"}, {"id": "cblr-2930", "words": "26865", "extension": ".pdf", "flesch": "50", "author": "Schouten, Michael C.", "title": "The Mechanisms of Voting Efficiency", "date": "2011", "keywords": "acquisition; arbitrage; buying; case; decisions; fin; firm; governance; information; investors; law; majority; management; market; market efficiency; mechanisms; note; option; price; probability; proxy; rev; shareholder value; shareholder voting; shareholders; shares; stock; supra; supra note; theorem; value; vol; vote; vote buying; voting; voting efficiency", "summary": "Even if the total number of shareholders may be large, the fact that one shareholder de facto controls a majority of the votes means the effective number of voting shareholders is reduced to one. In principle, the efficiency of shareholder voting should therefore be measured in terms of general welfare.", "mime": "application/pdf"}, {"id": "cblr-2931", "words": "20481", "extension": ".pdf", "flesch": "56", "author": "Hazen, Thomas Lee", "title": "Are Existing Stock Broker Standards Sufficient? Principles, Rules, and Fiduciary Duties", "date": "2011", "keywords": "act; broker; broker standards; cir; co.; conduct; customer; dealer; duties; duty; f.2d; fiduciary; inc; investment; law; note; obligations; principles; regulation; relationship; rules; sec; securities; standards; stock; stock broker; supra; theory", "summary": "Following the financial crisis and frauds such as those perpetrated by Bernard Madoff,3 there was considerable discussion of creating explicit stock broker fiduciary duties. S.D.N.Y. 1992) (holding that a mortgage broker did not have the heightened duty with respect to recommendations that applies to securities brokers).", "mime": "application/pdf"}, {"id": "cblr-2932", "words": "13282", "extension": ".pdf", "flesch": "43", "author": "McEllin, Melissa M.", "title": "Rethinking Jedwab: A Revised Approach to Preferred Shareholder Rights", "date": "2011", "keywords": "common; conflict; contract; court; directors; interests; jedwab; preferred; rights; shareholder rights; shareholders; solution; stock; terms", "summary": "As a result of the directors' personal interests and perceived duty to act on behalf of the common shareholders, preferred shareholders rarely prevail in cases involving pure horizontal conflicts, and these types of factual settings present the most severe interference with preferred shareholder rights. Therefore, despite the Jedwab court's intention to clarify shareholder rights and provide preferred shareholders with means of enforcement, the case law applying the Jedwab framework illustrates that this goal was not met.", "mime": "application/pdf"}, {"id": "cblr-2933", "words": "22750", "extension": ".pdf", "flesch": "49", "author": "Brass, Carol", "title": "A Proposed Evidentiary Privilege for Medical Checklists", "date": "2011", "keywords": "care; checklists; cms; error; evidence; evidentiary; example; gawande; healthcare; hospital; incentives; medical; new; patient; physicians; policies; privilege; providers; psqia; quality; reporting; rule; safety; study; supra note; systems; use; vol", "summary": "After all, the types of physicians who are willing to enter into employment contracts with hospitals may also be those who will be least resistant to hospital checklist policies. EVIDENTIARY PRIVILEGE FOR MEDICAL CHECKLISTS research indicates that medical checklists are one of the most promising emerging interventions to address medical error.", "mime": "application/pdf"}, {"id": "cblr-2934", "words": "12021", "extension": ".pdf", "flesch": "46", "author": "Ortiz, Nicholas A.", "title": "Consumer Speech and the Constitutional Limits of FTC Regulations of New Media", "date": "2011", "keywords": "c.f.r; commercial; consumer; disclosure; endorsement; endorsement guidelines; example; ftc; guidelines; new; producer; product; regulation; review; speech; u.s", "summary": "Subsection A explains the Supreme Court's definition of commercial speech and how the Court determines when the more deferential commercial speech doctrine applies. In striking down a Virginia ban on the advertisement of prices by pharmacists, the Court, in Virginia Board, defined commercial speech as speech that does no more than propose a commercial transaction.", "mime": "application/pdf"}, {"id": "cblr-2935", "words": "21278", "extension": ".pdf", "flesch": "48", "author": "Alter, Denise M.", "title": "Corporate Art Collecting and Fiduciary Duties to Shareholders: Legal Duties and Best Practices for Directors and Officers", "date": "2009", "keywords": "a.2d; art; art collection; artists; arts; assets; board; business; collecting; company; corporate; corporation; court; del; directors; duties; duty; fiduciary; fine; gift; inc; judgment; law; laws; lee; market; museum; occidental; public; review; rights; sara; shareholders; value; vol; works", "summary": "Corporate art collections pose unique challenges to directors charged with an unyielding fiduciary duty to the corporation and its shareholders. Prohibitions against self-dealing are examined in connection with any resale of corporate art, while in the context of corporate philanthropy, we review case studies in which corporations successfully made substantial charitable donations of fine art or monetary gifts in support of the arts.", "mime": "application/pdf"}, {"id": "cblr-2936", "words": "13944", "extension": ".pdf", "flesch": "45", "author": "Devlin, Alan; Jacobs, Michael", "title": "Microsoft\u2019s Five Fatal Flaws", "date": "2009", "keywords": "access; antitrust; case; cfi; commission; competition; consumer; copyright; court; decision; information; innovation; law; market; microsoft; monopoly; note; patent; property; refusal; supra", "summary": "The ensuing test (the Magill test) for establishing an abuse of a dominant position had four parts: (1) the refusal prevents the emergence of a new product; (2) for which there is significant consumer demand; (3) no objective justification exists; and (4) the result of the refusal is to reserve the downstream market for the dominant undertaking.79 Perhaps the most noteworthy aspect of the case was the ECJ's holding that intellectual property protection did not constitute an objective justification for excluding others from the information there at issue.' The enormity of this holding is magnified when one considers that the very raison d'6tre of intellectual property is the right to exclude.81 As explored above, the issue of whether to promote long- run innovation at the expense of short-run consumer wealth involves an empirically indeterminate inquiry, though it is surely true that the case for diluting the exclusive force of an intellectual property grant for the benefit of consumers may 76 Case T-69/89, RTE v. Comm'n, 4 C.M.L.R. 586 (1991); Case C- 241/91, RTE v. Comm'n, 1995 E.C.R. 743. No. 1:671 MCROSOFT'S FIVE FA TAL FLA WS D. The Microsoft Decision The European action against Microsoft resulted from the latter's refusal to grant Sun Microsystems the specifications necessary to render Sun's Solaris server operating system interoperable with Windows client PCs and servers.9 The Commission (the regulatory agency) found that Microsoft had a dominant position in the market for work group server operating systems, 91 basing its determination in part on network effects and in part on the finding that Microsoft's withholding interoperability information created an additional entry barrier.92 In analyzing the propriety of Microsoft's actions, the Commission began by noting that a simple refusal to license intellectual property rights can amount to an abuse of a dominant position.93 Observing that interoperability with the client operating system is of significant competitive importance in the market for work group server operating systems9-an observation that would seem to fall far short of the ECJ's determination in Bronner that the thing to be disclosed be indispensable for any competition 9 -the Commission concluded that Microsoft had abused its position.96 In making this determination, the Commission noted that Microsoft's refusal puts Microsoft's competitors at a strong competitive disadvantage.", "mime": "application/pdf"}, {"id": "cblr-2937", "words": "38013", "extension": ".pdf", "flesch": "48", "author": "Hunt, John", "title": "Credit Rating Agencies and the \u201cWorldwide Credit Crisis\u201d: The Limits of Reputation, the Insufficiency of Reform, and a Proposal for Improvement", "date": "2009", "keywords": "act; agency; agency ratings; business; capital; credit quality; credit rating; crisis; default; finance; financial; high; information; instruments; investment; investors; issue; level; liability; market; moody; new; novel; nrsro; performance; poor; products; proposal; quality ratings; rating agencies; rating market; ratings; report; reputation; risk; rules; s&p; sec; securities; standard; supra note; vol", "summary": "Rating Agencies Face No Negative Spillover from Issuing Low-Quality Ratings in New Segments .............................. 169 2. Moreover, because agency ratings are predictive judgments rather than statements of fact, a quality-based approach is better suited to most agency rating problems than an approach based on liability for misstatements or deception, such as the current fraud-based liability regime or various strict-liability proposals that academics have advanced.", "mime": "application/pdf"}, {"id": "cblr-2938", "words": "27245", "extension": ".pdf", "flesch": "52", "author": "Lawhead, Alan", "title": "Useful Limits to the Fifth Amendment: Examining the Benefits that Flow From a Private Regulator\u2019s Ability to Demand Answers to It\u2019s Questions During an Investigation", "date": "2009", "keywords": "actor; amendment; association; athletic; brentwood; case; court; decision; exchange; exchange act; federal; fifth; finra; government; investigations; joint; law; members; nasd; new; person; privilege; public; regulation; requirement; rules; sec; securities; self; state; state action; stock; stock exchange; testimony; u.s; york", "summary": "THE HISTORICAL BASES FOR THE FIFTH AMENDMENT PRIVILEGE DO NOT SUPPORT EXTENDING THIS PRIVILEGE TO FINRA ACTIONS In spite of the uniform consensus among the courts and in the SEC's appellate opinions that FINRA is a private actor, a host of commentators have contended that courts should treat Self-Regulatory Organizations as state actors. While Fifth Amendment protections are valuable to attorneys defending FINRA actions, they do not in any sense lead to more robust protection for securities markets.", "mime": "application/pdf"}, {"id": "cblr-2939", "words": "14330", "extension": ".pdf", "flesch": "54", "author": "Giblin, Thomas J.", "title": "Financial Markets in Bankruptcy Court: How Much Uncertainty Remains after BAPCPA?", "date": "2009", "keywords": "agreement; bankruptcy; bapcpa; code; congress; contracts; court; custom; definition; industry; law; markets; master; mortgage; netting; note; repurchase; swap; u.s.c; value", "summary": "The BAPCPA Amendments The BAPCPA amendments were extensive, revising nearly every provision pertinent to financial contracts in the Code. If participants in certain financial activities are unable to enforce their rights to terminate financial contracts with an insolvent entity in a timely manner, or to offset or net their various contractual obligations, the resulting uncertainty and potential lack of liquidity could increase the risk of an inter-market disruption.29 The legislative history of prior amendments also demonstrates this concern.", "mime": "application/pdf"}, {"id": "cblr-2940", "words": "10427", "extension": ".pdf", "flesch": "48", "author": "Moody, Gerald", "title": "Writing is Reading is Writing: Two Applications of the Parol Evidence Rule to Collective Bargaining Agreements", "date": "2009", "keywords": "agreements; arbitration; bargaining; bargaining agreements; collective; court; evidence; evidence rule; note; parol; parol evidence; parties; rule; supra", "summary": "Collective bargaining agreements, however, are industrial constitutions that must be bargaining agreements is part and parcel of the collective bargaining process itself.); see also Craver, supra note 11, at 576 (It is often less important whether or not the arbitrator reaches the 'correct' result, than it is that he or she achieve some solution. Yet collective bargaining agreements have special qualities that make certain contract principles inapplicable.", "mime": "application/pdf"}, {"id": "cblr-2941", "words": "37748", "extension": ".pdf", "flesch": "47", "author": "Kamann, Ted; Hood, Rory T.", "title": "With the Spotlight on the Financial Crisis, Regulatory Loopholes, and Hedge Funds, How Should Hedge Funds Comply With the Insider Trading Laws?", "date": "2009", "keywords": "abuse; abuse directive; act; case; court; debt; debt securities; directive; disclosure; duty; enforcement; exchange; exchange act; financial; hedge; hedge funds; information; insider trading; investment; issuer; market; market abuse; material; materiality; note; person; public; regulation; release; rule; sec; section; securities; securities exchange; securities laws; states; supra; theory; trading compliance; trading laws; u.s; united; vol", "summary": "Put differently, globalization means that, to reduce the costs of following insider trading laws and the risks from failing to do so, international hedge funds have an interest in promoting regulatory consistency and harmonizing compliance practices across jurisdictions. Unlike defendants' attorneys, the ultimate masters of after-the-fact damage control, in-house lawyers and other compliance personnel at hedge funds do not have the luxury of immersing themselves in the intricacies of insider trading law as it may apply to cleverly distinguishable cases or the role of creating doubt in favor of a defendant.", "mime": "application/pdf"}, {"id": "cblr-2942", "words": "15954", "extension": ".pdf", "flesch": "49", "author": "Levy, Jason", "title": "Slavery Disclosure Laws: For Financial Reparations or for \u201cTelling the Truth?\u201d", "date": "2009", "keywords": "african; business; chicago; city; companies; descendants; disclosure laws; disclosure ordinance; disclosures; insurance; legislation; litigation; note; ordinance; payments; reparations; slavery disclosure; slavery reparations; slaves; supra; ties", "summary": "While both of these two purposes seek to promote a broad goal of the modern African-American reparations movement-to bring past injustices to light and to correct present injustice-which of these two purposes predominates inevitably shapes the assessment of slavery disclosure laws.' \u00b0 This Note evaluates slavery disclosure laws by focusing on whether the promotion of truthful disclosures or the facilitation of reparations lawsuits can reduce racial ' Id.", "mime": "application/pdf"}, {"id": "cblr-2943", "words": "16184", "extension": ".pdf", "flesch": "53", "author": "Lee, Bryant P.", "title": "Chapter 18? Imagining Future Uses of 11 U.S.C. \u00a7 363 to Accomplish Chapter 7 Liquidation Goals in Chapter 11 Reorganizations", "date": "2009", "keywords": "assets; auctions; bankruptcy; business; cash; chapter; code; control; court; creditors; debtor; dip; financing; firms; future; law; lopucki; process; reorganization; sales; supra note; use; uses; value", "summary": "521, 522-23 (2001) (noting that lower expectations, expectations of liquidation value, and an inefficient market contribute to lower prices in bankruptcy asset sales). Bankruptcy reorganizations are premised on the existence of a surplus beyond the amount realizable by creditors in liquidation.) (citations omitted).", "mime": "application/pdf"}, {"id": "cblr-2945", "words": "15005", "extension": ".pdf", "flesch": "57", "author": "Cheng, David", "title": "Interpretation of Material Adverse Change Clauses in an Adverse Economy", "date": "2009", "keywords": "agreement; business; buyer; cases; change; clauses; court; credit; deal; genesco; hexion; huntsman; law; mac; mae; material; merger; note; parties; seller; supra; supra note; tyson", "summary": "6 Seller plaintiffs in recent cases have contended that the real reason for assertion of MAC clauses by buyers is the increased difficulty in obtaining financing and enforcing commitments from lenders during these credit-scarce times.7 In the Sallie Mae litigation for instance, buyers that included J.C. Flowers, J.P.Morgan, and Bank of America tried to invoke a MAE clause to avoid paying a $900 million breakup fee for dropping the $25 billion deal. The recent crisis better fits under a carve-out exception, included in 75% of MAC clauses, 4 which excludes events resulting from changes in general economic or business conditions.", "mime": "application/pdf"}, {"id": "cblr-2946", "words": "23051", "extension": ".pdf", "flesch": "49", "author": "Darcy, Deryn", "title": "Credit Rating Agencies and the Credit Crisis: How the \u201cIssuer Pays\u201d Conflict Contributed and What Regulators Might Do About It", "date": "2009", "keywords": "act; agency; coffee; conflict; cras; credit; credit crisis; credit rating; crisis; disclosure; finance; hunt; information; investors; issuer; market; moody; nrsro; products; proposal; quality; rating agencies; ratings; sec; securities; subprime; supra note", "summary": "See, e.g., Coffee, supra note 2 (Rating agencies catered to investment banks.). 59 See, e.g., Hunt, supra note 3, at 119 (Agency ratings apparently have been crucial for investor acceptance of these new instruments, although commenters do not agree on the reason for this.).", "mime": "application/pdf"}, {"id": "cblr-2947", "words": "20599", "extension": ".pdf", "flesch": "41", "author": "Burghart, Sarah H.", "title": "Overcompensating Much? The Impact of Preemption on Emerging Federal and State Efforts to Limit /Executive Compensation", "date": "2009", "keywords": "act; action; aig; bailout; banking; bill; caps; companies; compensation; congress; context; court; cuomo; eesa; executive; executive compensation; federal; funds; law; national; new; note; paulson; pay; preemption; provisions; regulation; state; state law; supra; tarp; treasury; u.s", "summary": "Section B will analyze how the Court has handled preemption within the banking context with an eye towards the functionalist arguments for federal preemption of state law regulations. (Engine Mfrs. III), 541 U.S. 246 (2004) (finding preemption of state emission standards for California motor vehicle fleets); Watters v. Wachovia Bank, 550 U.S. 1 (2007) (finding state regulation preemption in the banking context despite claims of agency capture); Walter-Lambert v. Kent, 128 S. Ct. 1168 (2008) (finding against preemption in FDA tort claim); Altria Group Inc. v. Good et.", "mime": "application/pdf"}, {"id": "cblr-2948", "words": "19132", "extension": ".pdf", "flesch": "44", "author": "Cooke, Jennifer", "title": "Finding the Right Balance for Sovereign Wealth Fund Regulation: Open Investments Vs. National Security", "date": "2009", "keywords": "cfius; companies; concerns; countries; financial; foreign; funds; government; guidelines; investment; national; note; president; principles; review; security; states; supra; supra note; swf investment; swfs; transaction; u.s; united; united states; wealth; wealth funds", "summary": "Government investment funds or government-owned businesses may have different, more complex motivations than private companies, which presumably focus only on economic incentives. During 2007 and 2008, likely as a result of the marked rise in SWF investment in Western companies during the beginning of the Credit Crisis, the legal environment regarding SWF investment in the United States changed grossly both at the domestic level and at the international level.", "mime": "application/pdf"}, {"id": "cblr-2949", "words": "5576", "extension": ".pdf", "flesch": "58", "author": "Goldberg, Victor P.", "title": "The Empagran Exception: Between Illinois Brick and a Hard Place", "date": "2009", "keywords": "brick; court; effect; empagran; exception; foreign; illinois; plaintiffs; u.s", "summary": "In addition to substantial criminal sanctions, cartel members paid over $2 billion to American plaintiffs.2 When foreign plaintiffs tried to sue the foreign defendants in American courts, however, they encountered resistance.' 7 Compare Kruman v. Christie's Int'l, 284 F.3d 384 (2d Cir. 2002) (holding that foreign plaintiffs could sue), with Den Norske Stats Oljeselskap As v. HeereMac Vof, 241 F.3d 420 (5th Cir. 2001) (dismissing foreign plaintiffs claim for lack of subject matter jurisdiction).", "mime": "application/pdf"}, {"id": "cblr-2950", "words": "17620", "extension": ".pdf", "flesch": "51", "author": "Black, Barbara", "title": "Eliminating Securities Fraud Class Actions Under the Radar", "date": "2009", "keywords": "action; arbitration; cir; claims; class; class action; corporation; court; f.3d; federal; fraud class; inc; investors; law; note; notice; proposal; provision; rights; securities; securities class; securities fraud; shareholders; stock; supra; supra note; u.s", "summary": "Although securities fraud class arbitration is the antithesis of the fast, simple and inexpensive alternative to litigation that arbitration was originally intended to provide, it is unlikely that courts would preclude securities fraud class arbitrations because of the complexity of the claims.' In the context of securities fraud class arbitration, the Second Circuit's analysis in In Re American Express Merchants' Litigation is even more compelling because of \u00a7 29(a).", "mime": "application/pdf"}, {"id": "cblr-2951", "words": "53073", "extension": ".pdf", "flesch": "47", "author": "Black, Barnard; Cheffins, Brian; Gelter, Martin; Kim, Hwa-Jin; Nolan, Richard; Siems, Mathias", "title": "Legal Liability of Directors and Company Officials Part 2: Court Procedures, Indemnification and Insurance, and Administrative and Criminal Liability (Report to the Russian Securities Agency)", "date": "2008", "keywords": "act; action; art; board; breach; business law; case; civil; claim; code; companies; company directors; company law; company management; compensation; court; criminal; d&o; damages; director liability; directors; duty; expenses; general; indemnification; insurance; liability; liability insurance; managers; members; officials; organs; person; power; procedure; provisions; public; review; russian; securities; securities law; settlement; shareholders; states; suit; united; vol", "summary": "] COLUMBIA BUSINESS LAW REVIEW 1.5 Conflict of interest for transactions with controlling shareholder 1.6 Additional bases for the civil liability of company directors and managers 1.7 Damages for breach of duty 2 Legal nature of relationship between a Full director and a company Report 3 Liability rules for different members of Part 1 company management organs 4 pplication of labor law to members of Full cormpany management organs Report Liability of managing organization Full 5 (individual manager) and employees of Report managing organization Liability of directors and managers in Full the case of bankruptcy Report Particularities of liability for actions in 7 respect of subsidiary and dependent Report companies 8 Judicial proceedings in connection with liability of directors and managers 8.1 Procedural points of liability of directors and managers Prevention of abuses in bringing 8.2 proceedings against members of Part 2 company management organs Powers of regulator in respect to 8.3 judicial proceedings in connection with liability of members of company management organs Insurance of liability of directors and 9 managers and compensation of directors and managers by company Compensation of directors and Part 2 9.1 managers by the company in suits and other proceedings Insurance of liability of members of management organs 10 Particularities of liability of members of Full [Vol. 2008 LEGAL LIABILITY OF DIRECTORS AND OFFICIALS management organs of nonpublic Report companies 11 Practical experience with liability for Part 2 breach of duty under company law 12 Administrative liability of directors and managers 12.1 Administrative offenses of directors I and managers Part 2 12.2 Procedural aspects of administrative liability of members of company management organs 13 Criminal liability of members of company management organs 13.1 Criminal offenses of members of company management organs Part 2 Procedural aspects of criminal liability 13.2 of members of company management organs Conclusion Part 2 Glossary of Specialized Terms Part 1 List of Principal Laws, Abbreviations, Full and Sources Report CHAPTER 8. Legislative reforms in France have responded to these criticisms by reducing the range of actions by company directors and managers which can result in criminal liability.", "mime": "application/pdf"}, {"id": "cblr-2952", "words": "35087", "extension": ".pdf", "flesch": "52", "author": "Davidoff, Steven M.", "title": "Black Market Capital", "date": "2008", "keywords": "acquisition; act; advisers; assets; benefits; black; business; capital funds; capital investments; companies; demand; equity advisers; equity funds; equity investments; equity regulation; feb; financial; fund advisers; hedge funds; investing; investment; investment advisers; investment company; investment funds; investors; law; management; market capital; markets; note; offering; percent; performance; private; private equity; public; registration; regulation; returns; risk; rule; sec; securities; spac; structure; supra; times; u.s; vol", "summary": "Managers from traditional private equity funds are now forming their own SPAC vehicles as alternatives to commencing their own private equity funds.83 The rise of SPACs, as with hedge fund and private equity fund advisers, has been attributed to their perceived proper- ties as a substitute for private equity fund investments. These laws foreclose hedge funds and private equity fund investment, but permit black market substitute investments and markets.", "mime": "application/pdf"}, {"id": "cblr-2953", "words": "30956", "extension": ".pdf", "flesch": "58", "author": "Sagi, Guy", "title": "The Oligopolistic Pricing Problem: A Suggested Price Freeze Remedy", "date": "2008", "keywords": "antitrust; case; competitive; demand; deviate; deviating; deviation; firms; freeze period; game; implementation; increase; level; market; market price; note; oligopolistic; oligopoly; percent; potential; price cut; price freeze; prices; pricing; problem; product; production; rival; stage; strategy; supra", "summary": "On the other hand, an excessively extended period of price freeze might drive competitors out of the market, prevent the introduction of improved products, and interfere with firms' responses to changing market conditions. Second, price freeze has a significantly higher deterrent effect on rivals potential than quantity freeze.", "mime": "application/pdf"}, {"id": "cblr-2954", "words": "9273", "extension": ".pdf", "flesch": "54", "author": "Liebermann, Neil", "title": "Justice Jackson in the Boardroom: A Proposal for Judicial Treatment of Shareholder-Approved Poison Pills", "date": "2008", "keywords": "approval; board; business; corporate; courts; del; delaware; directors; inc; moran; pill; poison; power; shareholder; takeover", "summary": "607, 608 (1999) (noting that the first bylaw mandating shareholder approval for poison pills was proposed in 1996); John C. Coffee, The Bylaw Battlefield: Can Institutions Change the Outcome of Corporate Control Contests, 51 U. MIAMI L. REV. 605, 616 (1997) (Delaware law suggests that shareholders do have the right to restrict the board for the future .. . . Poison Pills, Deadhand Pills, and Shareholder-Adopted Bylaws: An Essay for Warren Buffett, 19 CARDOZO L. REV. 511, 546-52 (1997) (acknowledging that an inquiry into the powers granted to shareholders and directors leads to a recursive loop, but arguing that shareholders should be able to require shareholder approval of poison pills through corporate bylaws). ' See Unisuper, 2005 WL 3529317, at *6 ([Wjhen shareholders exercise their right to vote in order to assert control over the business and affairs of the corporation, the board must give way.). ' Stuart M. Grant & Megan D. McIntyre, Unisuper v. News Corporation: Affirmation that Shareholders, Not Directors, Are the Ultimate Holders of Corporate Power, 1557 PLI/CORP 17, 19 (2006). ' A. Gilchrist Sparks, III, Corporate Democracy - What It Is, What It Isn't, and What It Should Be, 1543 PLI/CoRP 279, 284 n.8 (2006) ([T]o the extent [Unisuper] suggests that directors . .", "mime": "application/pdf"}, {"id": "cblr-2955", "words": "12854", "extension": ".pdf", "flesch": "48", "author": "Reeve, Alexandra", "title": "Within Reach: A New Strategy for Regulating American Corporations that Commit Human Rights Abuses Abroad", "date": "2008", "keywords": "ats; california; cases; claims; conduct; conflict; corp; court; forum; human; interest; law; plaintiffs; policy; rights; state; tort; u.s; united; unocal", "summary": "94 Defendants argued that FAD prevents the application of U.S. state law to overseas harms based on the Supreme Court's decision in American Ins. This Note examines the bases for and ramifications of applying U.S. state common law to overseas harms, focusing particularly on cases which have arisen in the human rights context, alleging physical or environmental harms carried out by U.S. corporate actors.", "mime": "application/pdf"}, {"id": "cblr-2956", "words": "27721", "extension": ".pdf", "flesch": "68", "author": "O'Connell, Jeffrey; Born, Patricia", "title": "The Cost and Other Advantages of an Early Offers Reform for Personal Injury Claims Against Business, Including for Product Liability", "date": "2008", "keywords": "average; award; cases; claimants; claims; costs; court; court award; damages; economic; exemplary; injury; liability; litigation; loss; minimum; nonfatal; offer; panel; payment; percent; reform; reserve; savings; settlement; table; total", "summary": "Note further, that only $337,151 of the average tort No. 2:423] settlement or award consisted of the claimant's economic loss [lBb(4)], giving a rough indication of how comparatively attractive for insurers early offers will be based on the cost of paying only economic loss versus full damages. Also examined are alternative assumptions to include the effects of minimum early offer payments of (a) $100,000, (b) $250,000, or (c) $500,000 for cases of deaths and severe injuries, and the effect of including offsetting collateral sources in determining economic damages as required in the early offer.", "mime": "application/pdf"}, {"id": "cblr-2957", "words": "27674", "extension": ".pdf", "flesch": "51", "author": "Davis, Wendy B.", "title": "De Facto Merger, Federal Common Law, and Erie: Constitutional Issues in Successor Liability", "date": "2008", "keywords": "asset; business; business law; cercla; cir; circuit; co.; continuity; corp; corporation; court; decision; doctrine; erie; federal; inc; issues; merger; policy; purchaser; rule; state law; states; states v.; statute; successor liability; supp; supreme; supreme court; test; u.s; united", "summary": "The Court did not deny that federal common law existed, admitting Although it is much too late to deny that there is a significant body of federal law that has been fashioned by the federal judiciary in the common law tradition, it remains true that federal courts, unlike their state counterparts, are courts of limited jurisdiction that have not been vested with open-ended lawmaking powers. [Vol. 2008 No. 2:529] CONSTITUTIONAL ISSUES IN SUCCESSOR LIABILITY 553 It is significant that the Supreme Court in Atherton refused to create federal common law to determine the degree of negligence required to impose liability on directors of national banks, and yet several Circuit Courts have been willing to create federal law to determine successor liability issues for state chartered corporations 08", "mime": "application/pdf"}, {"id": "cblr-2958", "words": "16506", "extension": ".pdf", "flesch": "53", "author": "Coco, Kevin J.", "title": "Empty Manipulation: Bankruptcy Procedure Rule 2019 and Ownership Disclosure in Chapter 11 Cases", "date": "2008", "keywords": "bankruptcy; case; chapter; claims; committee; creditors; debtor; disclosure; equity; hedge; hoc; interests; investors; note; ownership; rule; supra; supra note; voting", "summary": "This Note explores the issue of investor disclosure of bankruptcy claims and interests (ownership disclosure).12 Part II outlines the current state of bankruptcy claims trading and the potential for abuse when distressed investors hedge away their economic risk while retaining the right to vote for a debtor's reorganization plan as well as other rights in bankruptcy. Bankruptcy Procedure Rule 3001(e)(2), which allows for the relatively free trading of bankruptcy claims, leaves open a regulatory gap because it does not effectively mandate any disclosure regarding the details of an investor's claims or interests.4 The securities laws, specifically the ownership disclosure scheme that requires disclosure of large holders' interests, have not been applied to bankruptcy claims.5 In a decision that rattled the distressed investor community, the bankruptcy court in the Northwest Airlines case mandated, under Rule 2019, that an ad hoc committee of hedge funds disclose the specific prices paid for their claims and interests, as well as the dates on which they were acquired.6 Potential conflicts of interest inside bankruptcy reflect the same types of conflicts as empty voting does outside of bankruptcy.7 Distressed investors can separate voting rights from economic ownership in bankruptcy, and can use a widening array of financial instruments to accomplish idiosyncratic investment strategies.'", "mime": "application/pdf"}, {"id": "cblr-2959", "words": "14069", "extension": ".pdf", "flesch": "53", "author": "Kim, Peter S.", "title": "Navigating the Safe Harbors: Two Bright Line Rules to Assist Courts in Applying the Stockbroker Defense and the Good Faith Defense", "date": "2008", "keywords": "bankruptcy; bear; broker; clearing; courts; debtor; defense; faith; fraud; fund; harbors; law; note; parties; ponzi; prime; scheme; supra; supra note", "summary": "Bauman v. Bliese (In re McCarn's Allstate Fin., Inc.), 326 B.R. 843, 850 (Bankr. M.D. Fla. 2005) (Bankruptcy courts nationwide have recognized that establishing the existence of a Ponzi scheme is sufficient to prove a [dlebtor's actual intent to defraud.). In contrast, other courts have allowed the defense in such situations because they believe that a party who acted without knowledge of the scheme should not be held to have furthered an illegal enterprise.", "mime": "application/pdf"}, {"id": "cblr-2960", "words": "10319", "extension": ".pdf", "flesch": "53", "author": "Chu, Stephen P.", "title": "Job Well Done: Preventing the Use of Private Placement Life Insurance to Wrap Hedge Fund Investments", "date": "2008", "keywords": "control; fund; hedge; hedge fund; income; insurance; investment; investor; life insurance; note; placement; supra; tax", "summary": "Therefore, private placement life insurance policies have costs that will deter investors from using private placement life insurance as a tax planning mechanism. While private placement life insurance policies continue to be offered by major insurance companies, these investments represent an insignificant amount of total investment in the hedge fund industry.", "mime": "application/pdf"}, {"id": "cblr-2961", "words": "13067", "extension": ".pdf", "flesch": "56", "author": "Chueh, Kuang-Wei", "title": "Is Hedge Fund Activism New Hope for the Market?", "date": "2008", "keywords": "activism; activists; company; corporate; fund; fund activism; hedge; hedge fund; investment; investors; management; managers; market; note; pension; short; supra; supra note; target; term; value", "summary": "These financial vehicles may also be used to the detriment of a public company and its 104 Iman Anabtawi, Some Skepticism About Increasing Shareholder Power, 53 UCLA L. REV. 561, 579-80 (2006) (introducing evidence showing that the average turn-over rate of stocks of hedge fund is three times that of mutual funds and suggesting that hedge funds only care about profits within the shortest period of time). It also outlines the regulatory and structural differences between hedge funds, mutual funds, and public pension funds.", "mime": "application/pdf"}, {"id": "cblr-2962", "words": "10980", "extension": ".pdf", "flesch": "55", "author": "Gately, Matthew F.", "title": "Much Ado About Nothing: An Analysis of the \u201cAccredited Natural Person\u201d Standard", "date": "2008", "keywords": "act; capital; funds; hedge; hedge funds; investment; investors; note; risk; rules; sec; securities; supra; supra note", "summary": "763 A. Current restrictions on the eligibility of natural persons to invest in hedge funds ........... 777 2. Investment in hedge funds reduces risk ....... 779 3.", "mime": "application/pdf"}, {"id": "cblr-2963", "words": "16241", "extension": ".pdf", "flesch": "54", "author": "Barnard, Jayne W.", "title": "Corporate Therapeutics at the Securities and Exchange Commission", "date": "2008", "keywords": "act; board; cases; commission; company; compliance; consultant; corporate; defendant; enforcement; exchange act; governance; inc; investment; lawyers; new; release; review; sanctions; sec; sec lexis; securities; settlement; source; staff; therapeutics; use", "summary": "Defendant Defendant Defendant must engage a Appointment desist order must under- must hire new consultant approved by the of a Monitor take remedial executives and SEC staff; the consultant will with broad efforts, then staff and make findings and recom- oversight report on the initiate new mendations for future pro- authority results to the programs and grams and practices; defendant SEC practices must adopt and implement the consultant's recommendations Working from the least intrusive to the most intrusive provisions, we begin with settlements like that involving Cummins, Inc.25 In that case, the SEC alleged that Cummins had failed in some details of its accounting practices, resulting in a restatement of its financials for the preceding three years. Sometimes, the terms of SEC settlements require boards of directors to replace senior-level managers, engage and empower outside consultants, and overhaul a variety of financial and business practices.1 2 One might ask whether the SEC has the expertise to design desirable corporate governance changes or whether the therapeutic provisions the Commission has demanded are the right ones or the best ones for the corporate defendants in question.", "mime": "application/pdf"}, {"id": "cblr-2964", "words": "32472", "extension": ".pdf", "flesch": "48", "author": "Brown, S. Todd", "title": "Section 524(g) Without Compromise: Voting Rights and the Absestos Bankruptcy Paradox", "date": "2008", "keywords": "524(g; asbestos; asbestos bankruptcy; asbestos claimants; asbestos pre; attorneys; b.r; bankruptcies; bankruptcy; bankruptcy code; bankruptcy paradox; case; claimants; claims; class; code; congoleum; court; creditors; debtor; firms; future; interests; law; litigation; manville; note; parties; plan; pre; process; representative; rights; section; supra; trust; victims; vol; voting", "summary": "c. Authority to File and Vote on Behalf of Asbestos Victims The Controlling Firms' legal authority to appear and vote in asbestos bankruptcy cases is purely representative; they nominally speak for victims, not themselves. Thus, this section begins with a critical analysis of the practical justifications for the current approach to asbestos bankruptcy cases.", "mime": "application/pdf"}, {"id": "cblr-2965", "words": "28112", "extension": ".pdf", "flesch": "55", "author": "Palmiter, Alan R.; Taha, Ahmed E.", "title": "Mutual Fund Investors: Divergent Profiles", "date": "2008", "keywords": "addition; advertisements; disclosure; expenses; fees; financial; fund expenses; fund fees; fund industry; fund investors; funds; ici; index; information; investment; loads; management; market; note; past; performance; prospectus; returns; risk; sec; summary; supra; supra note; survey", "summary": "In the process, fund investors have found themselves responsible for making the essential investment choices regarding their own retirement savings. Are mutual fund investors up to this heady new role? The SEC/Office of the Comptroller of the Currency survey (which was not limited to index fund investors) found that 20% of fund investors expected that a fund with above average expenses would also give above average returns.", "mime": "application/pdf"}, {"id": "cblr-2966", "words": "18608", "extension": ".pdf", "flesch": "59", "author": "Carlson, James", "title": "To Assign, or Not to Assign: Rethinking Assignee Liability as a Solution to the Subprime Mortgage Crisis", "date": "2008", "keywords": "approach; assignee; assignee liability; cost; credit; data; effect; hoepa; interest; law; laws; lenders; lending; lending law; liability; loans; market; mortgage; new; predatory; predatory lending; rate; review; risk; state; subprime; supra note; vol", "summary": "Assignee lending laws allow consumers to overcome the holder in due course doctrine and sue trusts holding the securitized loans.56 Many regulators and academics favor laws with assignee coverage, arguing that it properly realigns market incentives.57 Also, federal regulators have begun to question the wisdom of allowing states to regulate lending. Assignee lending laws boost consumer confidence, while at the same time failing to adequately police predatory lending practices.", "mime": "application/pdf"}, {"id": "cblr-2967", "words": "11134", "extension": ".pdf", "flesch": "54", "author": "Knox, Matthew W.", "title": "Persistent Confucion: The Circuit Split Over the Exception to Discharge for Defalcation Under 11 U.S.C. \u00a7523(a)(4)", "date": "2008", "keywords": "act; bankruptcy; capacity; circuit; court; debtor; defalcation; discharge; exception; fiduciary; funds; standard", "summary": "Id. COL UMBIA B USINESS LA W RE VIE W [Vol. 2008 DISCHARGE FOR DEFALCATION While the court's reasoning may make it clear that deliberate intent is too high a level of mental culpability to assign to defalcation, it does not clarify what lower threshold actually should be applied. Persistent Confusion: The Circuit Split Over the Exception to Discharge for Defalcation Under 11 U.S.C. Sec.", "mime": "application/pdf"}, {"id": "cblr-2968", "words": "9941", "extension": ".pdf", "flesch": "38", "author": "Smith, Blake", "title": "Proxy Access and the Internet Age: Using Electronic Shareholder Forums to Improve Corporate Governance", "date": "2008", "keywords": "access; board; company; corporation; directors; election; forums; governance; note; participation; proxy; sec; shareholder; shareholder forums; supra; use", "summary": "Part IV of this note introduces the concept of electronic shareholder forums specifically within the context of the most contentious areas of the proxy access debate and argues that shareholder forums provide an opportunity to enhance the voice of shareholders while avoiding objections to pro-shareholder reforms. The drive for increased shareholder participation in corporate governance, however, can also be seen in the context of electronic shareholder forums that have emerged over the past decade.", "mime": "application/pdf"}, {"id": "cblr-2969", "words": "29902", "extension": ".pdf", "flesch": "45", "author": "Kovacic, William E.", "title": "The Intellectual DNA of Modern U.S. Competition Law for Dominant Firm Conduct: The Chicago/Harvard Double Helix", "date": "2007", "keywords": "analysis; antitrust; areeda; breyer; business; chicago school; competition; competition law; competition policy; conduct; court; doctrine; dominant; enforcement; firm; harvard school; helix; hovenkamp; ideas; justice; law; note; policy; post; predatory; pricing; professor; review; scholars; school scholars; states; supra; supra note; system; turner; u.s; united; views", "summary": "The post-Chicago economic literature has produced impressive arguments that certain market structures and certain types of collaborative activity are much more likely to have anticompetitive consequences that Chicago School antitrust writers imagined .... If one agrees that Chicago School views are unduly extreme, it is a short step to conclude that a 30 For a discussion of how Judge Posner's views about the treatment of tacit collusion are more interventionist than typical Chicago School perspectives, see Nikolai G. Levin, The Nomos and Narrative of Matsushita, 73 FORDHAM L. REV.", "mime": "application/pdf"}, {"id": "cblr-2970", "words": "33438", "extension": ".pdf", "flesch": "57", "author": "Levitin, Adam J.", "title": "Finding Nemo: Rediscovering the Virtues of Negotiability in the Wake of Enron", "date": "2007", "keywords": "article; bankruptcy; bankruptcy claims; case; cir; claims; claims trading; corp; court; creditors; dat; debt; debtor; enron; enron corp; equitable; equity; faith; federal; funds; law; liquidity; loan; market; negotiability; nemo; nemo dat; notice; priority; property; purchaser; risk; subordination; trading; u.c.c; value; vol", "summary": "2 Id. at 211. of Enron bankruptcy claims that originated in the Seller Banks' participation in the Credit Agreements.29 On September 23, 2003, Enron commenced an adversary proceeding, known as the Megacomplaint, against ten of the banks participating in the loans, including the Seller Banks. A groundbreaking opinion in Enron's bankruptcy has expanded the practice of equitable subordination far beyond its traditional reach and subjected buyers of bankruptcy claims to subordination, not just for their own conduct, but also for the conduct of previous owners of the claims, regardless of whether the conduct related to the claims.", "mime": "application/pdf"}, {"id": "cblr-2971", "words": "23762", "extension": ".pdf", "flesch": "62", "author": "Rassmussen, Robert K.", "title": "Empirically Bankrupt", "date": "2007", "keywords": "bankruptcy; bankruptcy choice; business; cases; chapter; choice; companies; company; corporations; creditors; data; debt; debtor; delaware; lopucki; lubben; new; note; prepackaged; railroads; reorganization; rev; sample; second; supra; supra note; warren; westbrook", "summary": "[Vol. 2007 sample by identifying the judicial districts within each court of appeals (other than the Federal Circuits and court of appeals for the District of Columbia) that had the greatest and the smallest number of bankruptcy cases filed. LoPucki's empirical results depend entirely on his decision to combine different types of bankruptcy cases.", "mime": "application/pdf"}, {"id": "cblr-2972", "words": "22132", "extension": ".pdf", "flesch": "54", "author": "Daniel, Sargon", "title": "Hedge Fund Registration: Yesterday\u2019s Regulatory Schemes for Today\u2019s Investment Vehicles", "date": "2007", "keywords": "act; advisers; assets; business; commission; fund industry; fund registration; fund rule; government; growth; hedge funds; investment; investment company; investors; margin; market; new; note; pension funds; public; registration; regulation; report; requirements; risk; rule; section; securities; supra; supra note; wall", "summary": "Notably, hedge fund investments may actually lower risk for some pension funds because they provide another type of asset into which the pension funds can diversify their portfolios.272 The model-based approach provides the invest- ment freedom for the pension funds and places the least burden on the function of the markets. ON HEDGE FUNDS The spectacular growth of the hedge fund industry has come about as the result of several different economic and legal factors working in fine unison.", "mime": "application/pdf"}, {"id": "cblr-2973", "words": "10997", "extension": ".pdf", "flesch": "51", "author": "Ozawa, Austin", "title": "Reasonable Accommodation for those \u201cRegarded As\u201d Disabled: Why Requiring It will Create Positive Incentives for Employers", "date": "2007", "keywords": "accommodation; act; ada; cir; circuit; court; disabilities; disability; discrimination; employer; note; supra; welfare", "summary": "REASONABLE ACCOMMODATION AND ITS INCENTIVES 345 C. Requiring reasonable accommodation encourages the interactive process While the policy analysis alone supports an accommodation mandate for those regarded as disabled, it is further supported by the Equal Employment Opportunity Commission's (EEOC) call for an interactive process between disabled employees and their employers.162 The EEOC guidelines for the ADA state that [t]o determine the appropriate reasonable accommodation it may be necessary for the covered entity to initiate an informal, interactive process with the qualified individual with a disability.... COL UMBIA B USINESS LA W RE VIE W [Vol. 2007 No. 1:313] REASONABLEACCOMMODATIONAND ITS INCENTIVES 315 irrational fears about disabled employees.'", "mime": "application/pdf"}, {"id": "cblr-2974", "words": "6253", "extension": ".pdf", "flesch": "55", "author": "Rosch, J. Thomas", "title": "Monopsony and the Meaning of \u201cConsumer Welfare\u201d: A Closer Look at Weyerhaeuser", "date": "2007", "keywords": "antitrust; consumer; input; laws; market; monopsony; output; power; prices; welfare; weyerhaeuser", "summary": "According to this view, antitrust liability ultimately turns on whether the seller will have market power over consumers purchasing the output of the relevant market.2 To others, including many from the Chicago School, consumer welfare is a much broader concept. They support their position on the basis of Judge Bork's view of consumer welfare, arguing that market inefficiencies created by anticompetitive restraints on input markets can distort those markets and produce a deadweight loss to 27 Judge (now Justice) Breyer's opinion in Kartell v. Blue Shield of Mass., Inc., 749 F.2d 922 (1st Cir. 1984) appears to endorse this approach as well.", "mime": "application/pdf"}, {"id": "cblr-2975", "words": "14574", "extension": ".pdf", "flesch": "47", "author": "Meyer, David L.", "title": "Section 2 Standards and Consumer Welfare: Some Lessons from the World of Merger Enforcement", "date": "2007", "keywords": "antitrust; business; competition; conduct; consumer; consumer welfare; division; effects; firms; harm; inc; law; market; merger; parties; review; rivals; section; test; transaction; welfare", "summary": "After all, isn't maximizing consumer welfare the ultimate goal of antitrust, and won't we best achieve that goal by asking about the effect of a particular practice or conduct using the metric of direct interest?31 Professor Salop correctly observes that standards that key liability to something other than consumer welfare effects, ostensibly in the interest of certainty, will at least sometimes penalize beneficial conduct or, more likely, exonerate harmful conduct. No HSR-reported transaction in recent memory was cleared by the agencies and subsequently challenged by them based on a post-hoc reappraisal of net consumer welfare effects.", "mime": "application/pdf"}, {"id": "cblr-2976", "words": "8491", "extension": ".pdf", "flesch": "48", "author": "Ordover, Janusz A.", "title": "Coordinated Effects in Merger Analysis: An Introduction", "date": "2007", "keywords": "analysis; collusion; competition; coordination; effects; firms; industry; level; market; merger; price; pricing; profit", "summary": "Indeed, if we acknowledge that the merger can generate efficiency gains for the parties, then this effect will have to be factored into the analysis of tacit collusion in the same way that an efficiencies defense is factored into the static analyses of merger effects. In addition to these elements of proof of coordination, an analysis of merger effects must describe the building blocks of the mechanism of coordination-that is, by what means coordination was or would be effected.23 This leg of 22 See Merger Guidelines, supra note 2, at \u00a7 2.1.", "mime": "application/pdf"}, {"id": "cblr-2977", "words": "23044", "extension": ".pdf", "flesch": "56", "author": "Grunfeld, Michael", "title": "Don\u2019t Bet On the United States\u2019s Internet Gambling Laws: The Tension Between Internet Gambling Legislation and World Trade Organization Commitments", "date": "2007", "keywords": "act; betting; federal; foreign; gambling laws; gambling legislation; gambling panel; gambling services; internet gambling; intrastate; law; laws; report; supra; supra note; trade; u.s; uigea; united states; wire; wire act; wto", "summary": "No. 2:4391 INTERNET GAMBLING LEGISLATION COLUMBIA BUSINESS LAW REVIEW why they lead to the current situation will also show that the underlying conflict here is not isolated to the specific area of Internet gambling law, but rather is rooted in a fundamental tension between international treaty agreements on the one hand and federalism on the other. Commentators who specialize in gambling law explain that the law does not make placing bets on the Internet illegal.", "mime": "application/pdf"}, {"id": "cblr-2978", "words": "20929", "extension": ".pdf", "flesch": "52", "author": "Nawyn, Marc D.", "title": "Code Red: Responding to the Moral Hazards Facing U.S. Information Technology Companies in China", "date": "2007", "keywords": "access; act; business; china; chinese; codes; companies; content; filtering; freedom; google; government; hearing; human; industry; information; internet; note; regulation; rights; search; state; supra; supra note; technology; technology companies; u.s; users; vol; yahoo", "summary": "No. 2:505] improperly disclosing that information to those countries, the Act might prevent the kind of sickening collaboration seen in the Shi Tao case from occurring in the future or, at the very least, might ensure that the companies involved would be held accountable.222 Because the Act defines United States Business to include foreign subsidiaries of U.S. companies in which they have a controlling interest,223 it would also ensure that Yahoo! and others tempted by its example would not be able to escape liability under section 207 by partnering with domestic Chinese Internet companies in a thinly veiled attempt to achieve some form of plausible deniability. Once there, however, they become entangled 4 Natalie Pace, Editorial, China Surpasses U.S. in Internet Use, FORBES.COM, Apr. 3, 2006, http://www.forbes.com/2006/03/31/china- Internet-usage-cx-nwp_0403china.html.", "mime": "application/pdf"}, {"id": "cblr-2979", "words": "15096", "extension": ".pdf", "flesch": "44", "author": "Snyder, Allison M.", "title": "Holding Multinational Corporations Accountable: Is Non-Financial Disclosure the Answer?", "date": "2007", "keywords": "business; companies; company; corporations; costs; csr; data; disclosure; environmental; guidelines; impact; information; investors; issues; market; nike; note; public; report; reporting; social; supra; supra note; sustainability; vol", "summary": "Holding Multinational Corporations Accountable: Is Non-Financial Disclosure the Answer HOLDING MULTINATIONAL CORPORATIONS ACCOUNTABLE: IS NON-FINANCIAL DISCLOSURE THE ANSWER? interest.5 Others propose that stock exchanges should mandate non-financial disclosure and enforce attendant standards.6", "mime": "application/pdf"}, {"id": "cblr-2980", "words": "58409", "extension": ".pdf", "flesch": "50", "author": "Black, Bernard; Cheffins, Brian; Gelter, Martin; Kim, Hwa-Jin; Nolan, Richard; Siems, Mathias", "title": "Legal Liability of Directors and Company Officials Part 1: Substantive Grounds for Liability (Report to the Russian Securities Agency)", "date": "2007", "keywords": "approval; art; board; business; business law; care; case; case law; civil; code; companies; company directors; company law; company management; company officials; concept; conflict; countries; court; damages; decision; directors; duties; duty; executive; faith; general; good; information; interest; interest transaction; jsc law; law art; law duty; liability; liability company; management board; members; officials; public; report; rules; russian; shareholder; states; transaction; united; vol", "summary": "Additional bases for civil liability of company directors and managers ....................... 735 Subch. Chapter Title In Report Conditions of civil liability of directors, members of a company's management organs, and controlling shareholders: key problems 1.1 General context for each country 1.2 Concept of reasonableness and good faith Should there be a presumption of Part 1 reasonableness and good faith? 1.4 Concept of self-interest 1.5 Conflict of interest for transactions with controlling shareholder 1.6 Additional bases for the civil liability of company directors and managers 1.7 Damages for breach of duty 2 Legal nature of relationship between a Full director and a company Report 3 Liability rules for different members of Part 1 company management organs 4 Application of labor law to members of Full company management organs Report Liability of managing organization Full 5 (individual manager) and employees Report of managing organization 6 Liability of directors and managers in Full the case of bankruptcy Report Particularities of liability for actions Full 7 in respect of subsidiary and dependent Report companies Judicial proceedings in connection 8 with liability of directors and Part 2 managers 8.1 Procedural points of liability of directors and managers Prevention of abuses in bringing 8.2 proceedings against members of COL UMBIA B USINESS LA W RE VIE W", "mime": "application/pdf"}, {"id": "cblr-2981", "words": "14586", "extension": ".pdf", "flesch": "48", "author": "Mathew, Shaun J.", "title": "Hostile Takeovers in India: New Prospects, Challenges, and Regulatory Opportunities", "date": "2007", "keywords": "acquirer; acquisition; approval; board; code; companies; company; control; foreign; government; indian; law; note; offer; promoters; shareholders; shares; stake; supra; takeover; takeover code; target", "summary": "No. 3:800] share prices continue to grow at record paces across the board among Indian companies, leaving few viable targets for hostile acquisitions.13 My analysis of the shareholding composition, legal impediments and regulatory restrictions facing the BSE 100 companies in In- dia suggests that at least 15% of Indian companies, including some of India's most prominent, face the prospect of being taken over by foreign acquirers without the consent of their respective promoters.", "mime": "application/pdf"}, {"id": "cblr-2982", "words": "12723", "extension": ".pdf", "flesch": "47", "author": "Falcone, Vincent", "title": "Majority Voting in Director Elections: A Simple, Direct, and Swift Solution?", "date": "2007", "keywords": "board; corporation; director; director elections; elections; majority; majority voting; note; plurality; proxy; resignation; rule; sec; shareholder; standard; supra; vote; voting", "summary": "Majority voting is a seemingly simple reform, and the corporate community has been unable to raise plausible objections to it-at least as a matter of principle. For this reason, activist shareholders have been able to persuade a substantial number of corporations to adopt majority voting, often on a voluntary basis.", "mime": "application/pdf"}, {"id": "cblr-2983", "words": "9468", "extension": ".pdf", "flesch": "52", "author": "Lee, Michael", "title": "Empty Voting: Private Solutions to a Private Problem", "date": "2007", "keywords": "agreement; buying; corporation; court; del; doctrine; interests; shareholders; shares; vote; voters; voting", "summary": "Empty voting can currently be accomplished through a variety of techniques. By separating decision- making power from the economic investment in a corporation, empty voting may undermine the assumption that shareholder votes will accurately reflect the economic interests of the corporation-an assumption that has largely justified the law's deferential stance towards shareholder voting outcomes.", "mime": "application/pdf"}, {"id": "cblr-2984", "words": "27579", "extension": ".pdf", "flesch": "50", "author": "Blank, Joshua D.", "title": "Confronting Continuity: A Tradition of Fiction in Corporate Reorganizations", "date": "2006", "keywords": "acquiror stock; big; brown; business; cheesecorp stock; continuity; corporation; farmer; interest; interest doctrine; interest requirement; law; merger; merger consideration; note; percent; proposal; reorganization; requirement; supra; target; target shareholders; target stock; tax; treatment; voting", "summary": "shareholders also will not be allowed to recognize a loss currently if they exchange Target stock or securities for Acquiror stock or securities pursuant to a plan of reorganization. For example, in 1998, the U.S. Treasury instituted a monumental change in the application of the continuity of interest doctrine when it issued rules providing that Target shareholders' sales of Target stock prior to a reorganization and sales of Acquiror stock after a reorganization, in each case to parties unrelated to the Acquiror, are disregarded for continuity of interest purposes.", "mime": "application/pdf"}, {"id": "cblr-2985", "words": "29359", "extension": ".pdf", "flesch": "48", "author": "Abril, Patricia S.", "title": "The Locus of Corporate Scienter", "date": "2006", "keywords": "act; agent; apple; business; case; cir; circuit; collective; company; corporation; court; criminal; culture; doctrine; employees; fraud; inc; individual; intent; knowledge; law; liability; locus; misrepresentation; new; note; respondeat; rule; scienter; section; securities; statement; states; u.s; united; vol", "summary": "The Locus of Corporate Scienter THE LOCUS OF CORPORATE SCIENTER Patricia S. Abril* Ann Morales Olazdbal** I. Introduction .............................................................. 82 II. The defense attorneys representing the corporation seek dismissal of the suit on the grounds that the corporation did not possess the requisite scienter for a finding of liability.2 Such a hypothetical scenario raises the question of where corporate scienter resides.", "mime": "application/pdf"}, {"id": "cblr-2986", "words": "15874", "extension": ".pdf", "flesch": "46", "author": "Sachdev, Rohit", "title": "Comparing the Legal Foundations of Foreign Direct Investment in India and China: Law and the Rule of Law in the Indian Foreign Direct Investment Context", "date": "2006", "keywords": "approval; china; direct; ejv; fdi; fdi approval; fdi inflows; foreign; government; india; inflows; investment; investors; law; laws; national; procedures; process; regulations; route; rule; state; supra note", "summary": "Yasheng Huang & Tarun Khanna, Can India Overtake China?, FOREIGN POLICY 74 (2003); The approval processes for each of the three primary forms of FDI investment (EJV, CJV, and WFOE) are similar and are codified in the legislation and implementing rules for each vehicle; details of state and local involvement are also articulated within the relevant provisions .44 These 142 John E. Lange, Equity Joint Venturers Puzzle over Approval and Equity Financing Issues, CHINA L. & PRAC., June 1996, at 20.", "mime": "application/pdf"}, {"id": "cblr-2987", "words": "8924", "extension": ".pdf", "flesch": "42", "author": "Bartels, Jennifer", "title": "The Application of Antitrust and Fraud-and-Abuse Law to Specialty Hospitals", "date": "2006", "keywords": "antifraud; care; competition; health; health care; hospitals; laws; market; note; patients; payment; quality; specialty; specialty hospitals; supra", "summary": "Alternatively, the fragmentation of hospital care into specialty hospitals may be detrimental to various health policy goals. While medical practice is highly fragmented, hospital care has traditiohially been an integrated service-typically a large facility handles most medical treatments and provides a wide array of services for patients.", "mime": "application/pdf"}, {"id": "cblr-2988", "words": "4666", "extension": ".pdf", "flesch": "59", "author": "Kaplan, Lewis A.", "title": "Experts in the Courthouse: Problems and Opportunities", "date": "2006", "keywords": "advisors; cases; court; expert; judges; law; testimony; witness; witnesses", "summary": "In other words,.., the record was broadened and deepened as a result of the education that I received.3 \u00b0 Although Kaysen did not write the United Shoe opinion, Judge Wyzanski later explained that the music was [his].31 In more recent and less storied cases, both the First and Ninth Circuits have held that courts have inherent power to use expert advisors in complex cases. First, and most significantly, expert advisors allow judges access to information and advice untainted by partisanship.", "mime": "application/pdf"}, {"id": "cblr-2989", "words": "9529", "extension": ".pdf", "flesch": "55", "author": "Dillon, Caroline J.", "title": "Do You Get What You Pay For? A Look at the High Fees and Low Protections of Mutual Funds", "date": "2006", "keywords": "adviser; courts; directors; fees; fund; gartenberg; inc; investment; investors; note; protection; sec; shareholders; supra", "summary": "Section IV looks at possible alternative methods for regulating mutual fund fees, including the development of new judicial standards, additional mandatory disclosures and procedural safeguards, implementation of fee caps, and policing by self-regulatory agencies or other soft regulations. Initially, mutual funds fees came in a single form: sales loads, which are still used today by many funds to compensate brokers for selling shares of the fund.", "mime": "application/pdf"}, {"id": "cblr-2990", "words": "13290", "extension": ".pdf", "flesch": "46", "author": "Mathiesen, Johnathan", "title": "Dr. Spitzlove or: How I Learned to Stop Worrying and Love \u201cBalkanization\u201d", "date": "2006", "keywords": "act; actions; agency; authority; balkanization; congress; court; federal; general; law; market; national; note; preemption; regulation; savings; section; securities; spitzer; state; system", "summary": "Courts have long held that the rules and regulations of the SEC .. .have no statutory authority to preempt [state securities laws]. Steve Radom suggests a limited preemption statute by which amendment of the savings clause in Section 18 of the 1933 Act would preserve states' fraud-policing powers, to the extent that state law would not contain a lower evidentiary standard, and that the federal government would not have already launched an investigation.56 Christopher Lane discusses congressional legislation that would compel the states to notify federal authorities before launching any enforcement action.57 Mindy Olson counsels caution and continued factfinding, yet like the other policy proposals, with the ultimate goal of fashioning an optimal congressional preemption statute.58 5 Coffee, supra note 41, at 5. 6 Steve A. Radom, Note, Balkanization of Securities Regulation: The Case for Federal Preemption, 39 TEX.", "mime": "application/pdf"}, {"id": "cblr-2991", "words": "30615", "extension": ".pdf", "flesch": "53", "author": "Hines, Christopher T.; Tanigawa, Tatsuya; Hughes, Andrew P.", "title": "Doing Deals in Japan: An Analysis of Recent Trends and Developments for the U.S. Practitioner", "date": "2006", "keywords": "acquirer; acquisition; art; business; companies; company; corporation law; deals; defensive; exchange; exchange law; japanese; jec; law; livedoor; m&a; measures; merger; new; note; offer; para; purchase; rights; rules; securities; shareholders; shares; states; stock; target company; tender; tender offer; tokyo; transaction; u.s; ufj; united", "summary": "A kabushiki iten requires a stock transfer plan of the target company, by means of which (i) a new company will be incorporated, (ii) the new company will acquire all of target company shares by operation of law, and (iii) target company shareholders will receive new company shares.90 Stock transfers require a Supermajority Vote of the target company shareholders.9' Moreover, any ' See id. art. In this type of poison pill, as a general matter the target company issues a public warning by announcing that any potential acquirers must (i) submit certain information in order for the target company to evaluate their acquisition proposal, and (ii) refrain from purchasing target company shares until the evaluation of such acquisition proposal is reasonably completed.", "mime": "application/pdf"}, {"id": "cblr-2992", "words": "39379", "extension": ".pdf", "flesch": "48", "author": "Stucke, Maurice E.", "title": "Morality and Antitrust", "date": "2006", "keywords": "act; antitrust; behavior; business; cartel; cases; columbia; commission; competition; conduct; core; crimes; criminal; defendant; department; deterrence; division; economic; enforcement; example; executives; federal; fine; fixing; general; government; guidelines; harm; individuals; justice; law; laws; market; morality; oecd; penalties; price; public; report; rev; review; sanctions; sentences; sentencing; sherman; society; states; supra note; theory; u.s; u.s.c; united; violations; vol", "summary": "10 7 The annual number of criminal antitrust cases has not changed dramatically. Between 1947 and 1962, the number of criminal antitrust cases fluctuated between six and thirty- four.108 Between 1996 and 2005, the number fluctuated between twenty-three and fifty-seven.", "mime": "application/pdf"}, {"id": "cblr-2993", "words": "19364", "extension": ".pdf", "flesch": "50", "author": "Grimm, Daniel J.", "title": "Accounting for Risk Disparity: An Alternative to Market Share Liability", "date": "2006", "keywords": "blood; consumer; costs; court; damages; defendant; des; factor; factor viii; firms; harm; law; liability; market; market share; model; note; output; plaintiffs; product; production; risk; share liability; supra; supra note; viii", "summary": "Accounting for Risk Disparity: An Alternative to Market Share Liability ACCOUNTING FOR RISK DISPARITY: AN ALTERNATIVE TO MARKET SHARE LIABILITY Daniel J. Grimm* I. Introduction ................................................................ 549 II. The 75% figure was originally found market share liability appropriate because DES injuries arose from a fungible product created by an identical formula that obscured specific causation among defendants.", "mime": "application/pdf"}, {"id": "cblr-2994", "words": "12159", "extension": ".pdf", "flesch": "55", "author": "Jones, Scott", "title": "Revisiting Birnbaum: Changed Conditions and the Providence of the Purchaser-Seller Rule", "date": "2006", "keywords": "act; birnbaum; claims; court; non; purchaser; reform; reform act; rule; securities; seller; seller rule; standards; state; uniform", "summary": "One notable result, then, is that the Reform Act reduces the costs associated with any particular subset of securities fraud claims. The costs universal to securities fraud claims will be reduced in non-purchaser-seller actions under the Reform Act just as they are elsewhere.", "mime": "application/pdf"}, {"id": "cblr-2995", "words": "42004", "extension": ".pdf", "flesch": "44", "author": "Cole, Lance", "title": "Reexamining the Collective Entity Doctrine in the New Era of Limited Liability Entities\u2013Should Business Entities Have a Fifth Amendment Privilege", "date": "2005", "keywords": "act; amendment law; amendment privilege; braswell; business; business entity; business law; business records; case; collective; columbia business; corporate; corporations; court; criminal; documents; entity doctrine; fifth; hale; immunity; incrimination; law enforcement; liability; liability entities; limited; llc; new; partnership; production; records; rev; review; rights; self; states; supra note; supreme court; u.s; united; vol", "summary": "See also supra notes 156-160 (summarizing the collective entity analysis in Braswell) and infra notes 284-307 (arguing that subsequent developments in business entity law justify revisiting Braswell's holding). 182 See infra Part V for further discussion of the application of the act of production doctrine to business entities. Henning, Finding What Was Lost, supra note 33, at 44-49 (outlining the demise of the protection afforded in Boyd through subsequent rulings); Henning, Testing the Limits, supra note 35, at 415-26 (describing the evolution of corporate Fifth Amendment law from Boyd to Braswell); Robert P. Mosteller, Simplifying Subpoena Law: Taking the Fifth Amendment Seriously, 73 VA.", "mime": "application/pdf"}, {"id": "cblr-2996", "words": "23454", "extension": ".pdf", "flesch": "53", "author": "Mobley, Martin D.", "title": "Compensation Committee Reports Post-Sarbanes-Oxley: Unimproved Disclosure of Executive Compensation Policies and Practices", "date": "2005", "keywords": "business; ceo; ceo compensation; ceo performance; committee report; company; compensation committee; compensation disclosure; criteria; discussion; executive; executive compensation; factors; guidance; note; officers; performance; performance disclosure; report; sec; stock; supra; supra note", "summary": "137 A. Specificity in CEO Performance Disclosure ....... 137 B. Criteria for Awards ............................................. 142 V. Ten Widely Held Companies' 2002, 2003, and 2004 Compensation Committee Reports ........................... 146 A . As distinguished from CEO Performance Disclosure, the bases and factors and criteria elements of Item 402(k)(2) require a Committee to disclose all the reasons for its decision, not just those factors relating to the company's performance.", "mime": "application/pdf"}, {"id": "cblr-2997", "words": "29312", "extension": ".pdf", "flesch": "53", "author": "Goldschmid, Paul M.", "title": "More Phoenix Than Vulture: The Case For Distressed Investor Presence in the Bankruptcy Reorginization Process", "date": "2005", "keywords": "assets; baird; bankruptcy; business; capital; cerberus; chapter; claims; columbia; company; control; corp; creditors; deal; debt; debt investors; debtor; dip; distressed; equity; fee; fees; financing; firm; funds; group; investment; investors; law; loans; management; market; miller; new; note; petition; rasmussen; reorganization; review; risk; senior; supra; supra note; term; value; vol", "summary": "The question of whether distressed debt investors should be treated as a friend or foe of the reorganizing firm reached an unprecedented level as Worldcom emerged from Chapter 11. [Vol. 2005 DISTRESSED INVESTMENT debt market.29 Less foreseeable was the presence of distressed debt investors, Oaktree Capital Management, Och-Ziff Capital, and Angelo, Gordon & Co., as the three other leading creditors at the bankruptcy proceeding.", "mime": "application/pdf"}, {"id": "cblr-2998", "words": "4292", "extension": ".pdf", "flesch": "52", "author": "Bates, John D.", "title": "Customer Testimony of Anticompetitive Effects in Merger Litigation", "date": "2005", "keywords": "coal; customer; effects; evidence; merger; testimony", "summary": "We can also bracket for later discussion, and I imagine we may hear something on it today, why subjective customer evidence regarding anticompetitive effects is-if Arch Coal and Oracle are any indication-playing a more prominent role in merger litigation. For now, I close with the observation that customer evidence, often highly subjective and not buttressed by rational experience or demonstrable expertise, is unlikely to prove persuasive to federal judges in establishing likely anticompetitive effects.", "mime": "application/pdf"}, {"id": "cblr-2999", "words": "7170", "extension": ".pdf", "flesch": "52", "author": "Barnett, Thomas O.", "title": "Substantial Lessening of Competition\u2013The Section 7 Standard", "date": "2005", "keywords": "competition; customer; effects; evidence; judge; market; merger; oracle; price; section; standard; testimony; transaction", "summary": "In light of recent decisions I would like to offer a few brief observations about three specific types of evidence: customer testimony, company documents, and economic analysis. A. Customer Testimony The Arch Coal and Oracle decisions have generated much discussion about the role and value of customer testimony.", "mime": "application/pdf"}, {"id": "cblr-3000", "words": "9622", "extension": ".pdf", "flesch": "53", "author": "Harkrider, John", "title": "Proving Anticompetitive Impact: Moving Past Merger Guidelines Presumptions", "date": "2005", "keywords": "antitrust; business; consent; customer; decrees; effects; evidence; ftc; government; guidelines; market; merger; presumptions; price; supp", "summary": "What's more, the conclusions expressed with respect to product market, anticompetitive effects, or entry, must be substantiated by the sort of market analysis that would be found in an expert's affidavit. Specifically, econometrically tested natural experiments, documents written by senior management about the rationale for the transaction, and merger simulations based upon estimated cross-elasticities should be given great weight, and customer testimony, e-mails from middle management and sales people should be given less weight.", "mime": "application/pdf"}, {"id": "cblr-3001", "words": "2926", "extension": ".pdf", "flesch": "34", "author": "Guerin-Calvert, Margaret", "title": "The Role of the Economist/Economics in \u201cProving\u201d Coordinated Effects", "date": "2005", "keywords": "analysis; effects; guidelines; likelihood; market; merger; note; supra", "summary": "2:345] COLUMBIA BUSINESS LA W REVIEW In understanding the influence of the Merger Guidelines on coordinated effects analysis, it is important to consider their articulation of certain analytical principles with respect to market definition as part of that analysis. [Vol. 2005 No. 2:345] PRO WNG COORDINATED EFFECTS Increased empirical work that started with market definition has extended into coordinated effects analysis with the application of the concepts of Critical Loss and Critical Elasticity.", "mime": "application/pdf"}, {"id": "cblr-3002", "words": "15014", "extension": ".pdf", "flesch": "48", "author": "Bucki, Craig R.", "title": "Cracking the Code: The Legal Authority Behind Extrastatutory Debtor-in-Possession Financing Mechanisms and Their Prospects for Surival", "date": "2005", "keywords": "bankruptcy; bankruptcy code; business; chapter; circuit; claims; code; collateralization; court; creditors; cross; crosscollateralization; debtor; dip; financing; kmart; orders; petition; pre; saybrook; section; vendor", "summary": "Part III addresses critical vendor orders, which bankruptcy judges have regularly granted to induce favored suppliers to extend favorable credit terms to a debtor in bankruptcy in return for immediate reimbursement on their unsecured claims. Whereas cross- collateralization and critical vendor orders impermissibly shrink the size of the pool of assets available to general unsecured creditors in liquidation, governance provisions do not similarly violate the text of the Bankruptcy Code.", "mime": "application/pdf"}, {"id": "cblr-3003", "words": "16733", "extension": ".pdf", "flesch": "51", "author": "O'Rourke, Kerry", "title": "Valuation Uncertainty in Chapter 11 Reorganizations", "date": "2005", "keywords": "approach; bankruptcy; business; claimants; company; court; creditors; debtor; enterprise; equity; exide; market; new; note; parties; plan; priority; recovery; reorganization; supra; supra note; uncertainty; valuation; valuation uncertainty; value", "summary": "Finally, Part V presents potential methods for resolving the problems posed by valuation uncertainty. For the purposes of this Note, reorganizations exclude uncontested sales, mergers, or other dispositions involving third parties in which valuation uncertainty is not present.", "mime": "application/pdf"}, {"id": "cblr-3004", "words": "22418", "extension": ".pdf", "flesch": "60", "author": "Jackson, Rachel M.", "title": "Responding to Threats of Bankruptcy Abuse in a Post-Enron World: Trusting the Bankruptcy Judge as the Guardian of Debtor Estates", "date": "2005", "keywords": "assets; auction; b.r; bankruptcy; bankruptcy court; break; business; chapter; code; court; creditors; debtor; estate; fees; inc; law; lockup; note; plan; sale; section; supra; supra note; u.s.c", "summary": "No. 2:451] ability of bankruptcy courts to address the competing concerns of debtors and bidders.273 Even where sales are final, appellate courts still review bankruptcy court confirmations with substantial deference. REV., Sept. 15, 2004, No. 2:451]J commentators censure bankruptcy judges for contributing to this flagrant bankruptcy abuse through their inconsistent rulings on the use of particular sales devices.7 These critics argue that bankruptcy judges should create bright-line rules to protect both the integrity of bankruptcy sales and party expectations.8 Despite this recent criticism, imposing such formalism and rigidity onto bankruptcy sales would tie the hands of bankruptcy judges The powers of bankruptcy courts must remain adaptable to the needs of each debtor, and for this reason, crafting a one-size-fits-all approach is not amenable to the bankruptcy process.", "mime": "application/pdf"}, {"id": "cblr-3005", "words": "1836", "extension": ".pdf", "flesch": "56", "author": "Goldberg, Victor P.; Epstein, Richard A.", "title": "Introductory Remarks: Some Reflections on Two-Sided Markets and Pricing", "date": "2005", "keywords": "cards; credit; fees; market; pricing", "summary": "The network externalities feature is simple enough- merchants will not have much incentive to honor credit cards if there are no users, and users will not have much incentive to carry credit cards if there are few merchants who honor them. If all consumers used credit cards in the same proportion, then any distributional and incentive questions would have relatively straightforward answers.", "mime": "application/pdf"}, {"id": "cblr-3006", "words": "12232", "extension": ".pdf", "flesch": "55", "author": "Muris, Thomothy J.", "title": "Payment Card Regulation and the (Mis)Application of the Economics of Two-Sided Markets", "date": "2005", "keywords": "benefits; cards; cash; consumers; costs; credit; credit cards; debit; economics; fees; interchange; issuers; market; merchants; note; payment; payment cards; supra; visa", "summary": "Like the microchip, the personal computer, and the cellular telephone, payment cards have become ubiquitous after only a few decades of use, transforming the way business is conducted. Crucially, the enormous benefits of payment cards have developed through market competition, largely free from micromanagement by government regulators.", "mime": "application/pdf"}, {"id": "cblr-3007", "words": "16231", "extension": ".pdf", "flesch": "55", "author": "Epstein, Richard A.", "title": "The Regulation of Interchange Fees: Australian Fine-Tuning Gone Awry", "date": "2005", "keywords": "banks; business; cards; cash; checks; costs; credit; credit card; customers; debit; fees; interchange; interchange fees; market; merchants; payment; rba; regulation; system; transactions; use", "summary": "[Vol. 2005 These criticisms do not, of course, apply with respect to debit card systems, which share many of the efficiency features of credit card systems, but are cheaper to operate precisely because they do not have to quantify or respond to credit risk. Credit card systems that were devoid of any semblance of market power used interchange fees in order to help issuing banks to woo credit card customers.", "mime": "application/pdf"}, {"id": "cblr-3008", "words": "5912", "extension": ".pdf", "flesch": "64", "author": "Constantine, Lloyd; Shinder, Jeffrey I.; Coughlin, Kerin E.", "title": "In re Visa Check/Mastermoney Antitrust Litigation: A Study of Market Failure in a Two-Sided Market", "date": "2005", "keywords": "check; debit; market; mastercard; merchants; note; pin; signature; supp; supra; visa", "summary": "3 After initially preferring PIN debit, many banks performed an about face and aggressively pushed signature debit Public version of Rebuttal Expert Report of Franklin M. Fisher at 35 n.130, At the same time, signature debit grew from a 38% share to a dominant 64% share.47 This massive market share shift occurred even though most industry observers believed that PIN debit was a superior product.4 As a result, merchants (and their customers) were forced to pay substantial overcharges for signature and PIN debit transactions.", "mime": "application/pdf"}, {"id": "cblr-3009", "words": "8468", "extension": ".pdf", "flesch": "49", "author": "Carlton, Dennis W.; Frankel, Alan S.", "title": "Transaction Costs, Externalities, and \u201cTwo-Sided\u201d Payment Markets", "date": "2005", "keywords": "card; consumers; costs; credit; customers; example; externalities; fees; interchange; market; merchants; network; payment; price; transaction", "summary": "One analyst recently estimated that the weighted-average interchange fee on MasterCard and Visa card transactions is 1.75%-and rising.2 The level of credit card interchange fees is thus an order of magnitude greater than the associations' own costs and sufficient to have significant allocation effects. 0 Australia's central bank, for example, has significantly reduced the level of credit card interchange fees and has suggested that further reductions, perhaps towards a par collection system, might be forthcoming.", "mime": "application/pdf"}, {"id": "cblr-3010", "words": "8849", "extension": ".pdf", "flesch": "54", "author": "Bomse, Steven P.; Westrich, Scott A.", "title": "Both Sides Now: Buyer Damage Claims in Antitrust Actions Involving \u201cTwo-Sided\u201d Markets", "date": "2005", "keywords": "buyer; cards; claims; damage; debit; injury; interchange; market; merchants; note; plaintiffs; price; pricing; tying; visa", "summary": "Specifically, the condition of which we are thinking is one in which payment devices truly do cost merchants less, and debit cards do not produce any incremental sales. Plaintiffs' alternative theory was that if Visa had been forbidden from tying debit to credit, then it would have felt compelled to lower its debit prices to the point where all merchants were indifferent between PIN and signature debit (Visa debit cards being an example of the latter). If Visa had required merchants not merely to accept Visa debit cards, but to do so to the exclusion of ATM debit brands, then Visa would have foreclosed competing debit brands from the market or, at a minimum, inhibited their growth.", "mime": "application/pdf"}, {"id": "cblr-3011", "words": "10344", "extension": ".pdf", "flesch": "55", "author": "Evans, David S.; Noel, Michael", "title": "Defining Antitrust Markets When Firms Operate Two-Sided Platforms", "date": "2005", "keywords": "2sps; analysis; antitrust; business; card; competition; cost; customers; demand; evans; example; industries; market; network; note; platform; price; sides; software; supra", "summary": "These results include the consequences of interlinked demand between customer sides for prices; prices do not, contrary to the standard model, have a tight relationship with cost. For many platforms it is sensible to charge two different kinds of prices: an access charge for joining the platform and a usage charge for using the platform.", "mime": "application/pdf"}, {"id": "cblr-3012", "words": "6078", "extension": ".pdf", "flesch": "57", "author": "Gyselen, Luc", "title": "Multilateral Interchange Fees Under E.U. Antitrust Law: A One-Sided View on a Two-Sided Market?", "date": "2005", "keywords": "art; commission; competition; costs; merchants; mif; visa", "summary": "43 Second, most issuing banks are members of both the Visa and Eurocard/MasterCard systems, and therefore, are likely to issue whichever of the two brands had the higher MIF.44 Third, merchants are better off if they incorporate the MSC in the retail prices of their goods than if they cease accepting Visa cards because Visa's MSC is too high.45 The Commission then acknowledged that Visa's proposal to link the MIF to the cost of three services supplied by the issuing banks to the merchants mitigated its concerns over the lack of competition in the acquiring market.46 These services include: (i) processing the card payment; (ii) guaranteeing the card payment; and (iii) offering a free funding period. The Commission has failed to demonstrate that the incorporation of costs related to the acceptance of Visa cards diminishes consumer welfare.", "mime": "application/pdf"}, {"id": "cblr-3013", "words": "15771", "extension": ".pdf", "flesch": "57", "author": "Grown, Nathan", "title": "Clearing Clearplay\u2019s Name: Tracing the Legitimization of Digital Movie Editing Technology", "date": "2005", "keywords": "act; clearplay; companies; content; copyright; court; directors; dvd; family; filterers; law; motion; motion picture; movie; note; picture; rights; software; studios; supra; supra note; technology; use; work", "summary": "\u00b0 Smitheran and Huntsman filed suit against the DGA and several individual directors in the U.S. District Court for the District of Colorado in Denver on August 29, 2002, seeking a declaratory judgment that renting and selling edited movies is legal.6 1 This angered John Dixon, President of CleanFlicks, who believed that movie editing companies still had a chance to negotiate a deal with Hollywood.62 Section II focuses on the development of the edited movie industry, Section III on a recently resolved civil case between edited movie companies and movie directors and studios, and Section IV on resolving the legal issues before the court in this civil case.", "mime": "application/pdf"}, {"id": "cblr-3014", "words": "21212", "extension": ".pdf", "flesch": "58", "author": "Storelli, Claudio", "title": "Corporate Governance Failures\u2013Is Parmalat Eurpoe\u2019s Enron?", "date": "2005", "keywords": "3:765; accounting; audit; bank; bonlat; business; capolino; client; company; debt; deloitte; enron; europe; firm; fraud; galloni; management; parmalat; parmalat fraud; scandal; statements; stock; supra note; tanzi; tonna; transactions; vol", "summary": "Most notably, Joanna Speed, a Merrill Lynch analyst, issued a sell recommendation on Parmalat stock in December 2002, over a year before the scandal unfolded. No. 3:765 IS PARMIALA T EUROPE'S ENRON? in the value of Parmalat stock and thus alerted the market to Parmalat's troubles.", "mime": "application/pdf"}, {"id": "cblr-3016", "words": "2827", "extension": ".pdf", "flesch": "44", "author": "Milhaupt, Curtis J.", "title": "Prescribing the Pill in Japan? Foreword to the Hostile M&A Conference Issue", "date": "2004", "keywords": "conference; governance; japanese; law; m&a; pill; poison", "summary": "The U.S. experience with hostile takeover defenses is thus relevant not only for what it might suggest for Japan on the narrow topic of hostile acquisitions, but for the development of Japanese corporate law and governance more generally. The two primary legal obstacles to implementation of the pill in Japan are (1) that stock acquisition rights are formally separate from shares of stock, so it is difficult to ensure that the two financial instruments are automatically distributed together under a rights plan, and (2) discrimination against the hostile bidder that is central to the operation of a poison pill may conflict with the deeply engrained principle of equal treatment of shareholders (kabunushi by~d6 gensoku) under Japanese corporate law.", "mime": "application/pdf"}, {"id": "cblr-3017", "words": "2719", "extension": ".pdf", "flesch": "52", "author": "Kawei, Satoshi", "title": "Poison Pill in Japan", "date": "2004", "keywords": "acquisition; pill; rights; stock", "summary": "Even if stock and stock acquisition rights are issued to the same person, it is difficult to ensure they are automatically distributed together because such person may sell or dispose of the stock and stock acquisition rights separately. (i) Scheme Outline Before the threat of a hostile acquisition is posed, a corporation issues to certain friendly shareholders, by way of third-party allocation, stock acquisition rights that issue preferred stock with veto rights on certain important business matters.", "mime": "application/pdf"}, {"id": "cblr-3018", "words": "8227", "extension": ".pdf", "flesch": "51", "author": "Gilson, Ronald J.", "title": "The Poison Pill in Japan: The Missing Infrastructure", "date": "2004", "keywords": "bid; courts; directors; japanese; law; management; note; pill; poison; poison pill; shareholders; takeovers; target; u.s", "summary": "I note only that the fact that Japanese poison pills would differ formally from their U.S. progenitor demonstrates the importance of functional as opposed to formal convergence of corporate governance practices. Of course, supply typically follows demand, and law firms now trumpet the belief that changes in the Commercial Code make poison pills possible in Japan.'", "mime": "application/pdf"}, {"id": "cblr-3019", "words": "7148", "extension": ".pdf", "flesch": "52", "author": "Chandler III, William B.", "title": "Hostile M&A and the Poison Pill in Japan: A Judicial Perspective", "date": "2004", "keywords": "a.2d; board; business; corporation; court; delaware; directors; offer; pill; poison; stockholders; tender", "summary": "0 On the other hand, if the board or management was accused of acting in a self- interested manner, that is, disloyally, Delaware's courts applied a much more stringent entire fairness standard of review.31 Under this more exacting fairness review, directors and managers have the burden of demonstrating that their actions or decisions were entirely fair both to the corporation and to its stockholders.32 Those arguing for directorial 3' This standard has been articulated as follows: The business judgment rule is an acknowledgement of the managerial prerogatives of Delaware directors under Section 141(a). Moreover, the United States Supreme Court had essentially sidelined federal judges and state legislatures with respect to such corporate governance matters.22 Almost by default, state courts were left to fill this void and create dependable ground rules governing when corporate boards and management might employ takeover defenses as measures to deter, thwart, slow down, or even stifle an ever-increasing wave of hostile acquisitions.", "mime": "application/pdf"}, {"id": "cblr-3020", "words": "3027", "extension": ".pdf", "flesch": "63", "author": "Kanda, Hideki", "title": "Does Corporate Law Really Matter in Hostile Takeovers?: Commenting on Professor Gilson and Chancellor Chandler", "date": "2004", "keywords": "defenses; gilson; japan; law; note; supra; takeover", "summary": "Conclusion ............................................................... 75 I. INTRODUCTION These brief comments respond to the papers by Professor Gilson1 and Chancellor Chandler.2 I focus on the differences between Delaware law and Japanese law and differences in academic literature between the United States and Japan concerning takeover defenses adopted by the board of directors of target firms. With regard to takeover defenses, the United States is rich in both experience and academic literature.", "mime": "application/pdf"}, {"id": "cblr-3021", "words": "17483", "extension": ".pdf", "flesch": "49", "author": "Bristow, Duke K.; King, Benjamin D.; Petillon, Lee R.", "title": "Venture Capital Formation and Access: Lingering Impediments of the Investment Company Act of 1940", "date": "2004", "keywords": "access; act; business; capital access; capital formation; capital funds; companies; company; exemption; firms; funds; investment; investors; law; markets; new; note; nsmia; program; public; regulation; review; securities; small; state; supra; venture capital; venture funds; vol", "summary": "As the reader will see, the regulatory oversight of venture capital is highly complicated, multi-layered, often a result of legislative objectives completely divorced from the actual operations of venture capital firms, and, despite purported reforms, still highly incoherent in nature. The venture capital industry as we know it really dates back only twenty-five years or so.32 The first two progenitors of venture capital firms began operations in 1946.33 Because venture capital was in such a nascent stage of development and the United States was embroiled in World War II, the rebuilding of Europe, the Korean War, and the beginning of the Cold War, the inhibiting effects of the '40 Act on enterprising businesses accessing capital went largely unrecognized.", "mime": "application/pdf"}, {"id": "cblr-3022", "words": "20158", "extension": ".pdf", "flesch": "46", "author": "McInerney, Thomas F.", "title": "Implications of High Performance Production and Work Practices for Theory of the Firm and Corporate Governance", "date": "2004", "keywords": "agency; article; business; capabilities; contracts; firm; governance; information; knowledge; law; learning; management; model; note; practices; process; production; review; supra; supra note; systems; tacit; team; theories; theory; vol; work; workers", "summary": "The notion of firm capabilities developed in evolutionary economics is one option. Such practices underline what we mean when we describe firm capabilities.", "mime": "application/pdf"}, {"id": "cblr-3023", "words": "12421", "extension": ".pdf", "flesch": "54", "author": "Kessimian, Paul M.", "title": "Business Fiduciary Relationships and Honest Services Fraud: A Defense of the Statute", "date": "2004", "keywords": "cir; court; fiduciary; fraud; fraud statute; honest; law; mail fraud; note; services; services fraud; services mail; states; statute; united; united states", "summary": "services mail fraud statutes would provide greater notice to potential defendants in both civil and criminal matters. Such a prosecution would be unlikely, especially when one considers that the mens rea element of honest services mail fraud requires either specific intent to commit the fraud or a deliberate attempt to conceal an unintentional failure to meet one's fiduciary obligation to provide honest services.", "mime": "application/pdf"}, {"id": "cblr-3024", "words": "10651", "extension": ".pdf", "flesch": "61", "author": "Kitchen, Christopher A.", "title": "Interlocutory Appeal of Class Action Certification Decisions Under Federal Rule of Civil Procedure 23(f): A Proposal for a New Guideline", "date": "2004", "keywords": "appeal; certification; cir; circuit; class; court; decision; district; note; review; rule", "summary": "Part III will discuss the different courts of appeals decisions that set forth guidelines under Rule 23(f). PROPOSALS Rule 23(f) was adopted to expand the opportunities for appeal of class action certification decisions.'", "mime": "application/pdf"}, {"id": "cblr-3025", "words": "5858", "extension": ".pdf", "flesch": "51", "author": "Wood, Diane P.", "title": "The U.S. Antitrust Laws in a Global Context", "date": "2004", "keywords": "antitrust; commission; competition; countries; court; laws; market; states; u.s; united; united states", "summary": "At the margins (and undoubtedly over generalizing), it seems to me that U.S. antitrust law tolerates far more in the way of ancillary restraints than does European law (though, as we all know, the Second Circuit recently issued an important decision relating to joint ventures in United States v. Visa U.S.A., Inc.7 that found that the Visa network had overstepped permissible bounds). Even if it turns out that there is never any formal globalization of antitrust law, the mere fact that an entity as large as the European Union is soon to be has chosen a slightly different path raises important questions for both [Vol. 2004COLUMBIA BUSINESS LA W REVIEW No. 2:265]", "mime": "application/pdf"}, {"id": "cblr-3026", "words": "15650", "extension": ".pdf", "flesch": "53", "author": "Carlton, Dennis W.", "title": "Using Economics to Improve Economic Policy", "date": "2004", "keywords": "analysis; antitrust; behavior; business; carlton; cartels; cases; competition; consumers; cost; countries; country; demand; economics; effect; firms; law; market; merger; new; policy; price; review; vol", "summary": "But the profitability of entry depends not only upon cost considerations but also upon what I earlier referred to as the vigor of price competition. By vigor of price competition, I mean to capture the common sense observation that some industries have lower prices than others, all else equal.", "mime": "application/pdf"}, {"id": "cblr-3027", "words": "14793", "extension": ".pdf", "flesch": "49", "author": "Hovenkamp, Herbert", "title": "Antitrust and the Regulatory Enterprise", "date": "2004", "keywords": "act; agency; antitrust; business; competition; court; enterprise; example; federal; firm; government; immunity; law; market; new; note; policy; price; public; regulation; regulatory; review; state; telecommunications; theory; u.s", "summary": "Many of the constraints imposed by state price regulation of electricity, locally regulated zoning or taxicab fares, licensing requirements for sale of alcoholic beverages, or state regulation of the insurance industry would be antitrust violations if imposed by private parties.1 Doing so would render agency regulation moot on that point.", "mime": "application/pdf"}, {"id": "cblr-3028", "words": "13061", "extension": ".pdf", "flesch": "43", "author": "Antitrust Committee, ABCNY", "title": "A Review of Similarities and Contrasts Between American Antitrust and European Union Competition Law", "date": "2004", "keywords": "antitrust; article; business; case; commission; competition; court; decision; e.c.r; e.u; european; european commission; law; market; merger; microsoft; review; states; u.s; union; united; volkswagen", "summary": "Press Release, European Commission, Commission Concludes on Microsoft Investigation, Imposes Conduct Remedies and a Fine (Mar. 24, 2004), available at http://europa.eu.intl rapid/startcgi/guesten.ksh?p-action.gettxt=gt&doc=IP/04/382 101 RAPID& lg=EN&display=. 48 Id. 49 Id. Microsoft, 253 F.3d at 84. Id. 52 Press Release, European Commission, Commission Concludes on Microsoft Investigation, Imposes Conduct Remedies and a Fine (Mar. 24, 2004), available at http://europa.eu.intlrapid/startcgi/guesten.ksh?p_ action.gettxt=gt&doc=IP/04/382 10 1 RAPID&lg=EN&display=.", "mime": "application/pdf"}, {"id": "cblr-3029", "words": "13124", "extension": ".pdf", "flesch": "45", "author": "Antitrust Committee, ABCNY", "title": "The Role of Economics and Economists in Antitrust Law", "date": "2004", "keywords": "analysis; antitrust; behavior; business; case; competition; conspiracy; court; defendants; demand; economic; effects; evidence; ftc; market; merger; price; review; u.s", "summary": "More formally, the Guidelines define a relevant market as a product (or group of products) that is sold by a group of sellers who, if they acted in concert (as a hypothetical monopolist), could bring about a small but significant and nontransitory increase in price (SSNIP).177 These principles apply to the delineation of geographic markets as well as product markets. ' As to structural economic evidence, the opinion lists a number of factors that indicate that price fixing is both feasible and more likely than if other conditions prevailed in the market: (1) few sellers (it is easier to reach an agreement among a small group); (2) a homogenous product with no good substitutes outside the market (this reduces the number of terms the conspirators have to agree to); (3) a large number of buyers, including small buyers (making it more difficult for buyers to protect themselves); (4) price is transparent (i.e., cheating by a competitor can be detected); (5) those that deviate from the cartel can be punished (without a punishment mechanism, the conspirators will have no reason not to cheat on the agreement in order to gain market share); (6) the defendants have considerable excess capacity (thus, absent a price-fixing conspiracy, prices are likely to be near incremental rather than total costs); (7) Judge Posner noted that the plaintiff did not develop evidence as to the difference between incremental and total costs, where the larger the spread between the two, the more that defendants have to gain from fixing prices; and (8) market-wide price discrimination in markets with homogenous products (this allows the conspirators to offer competitive prices to buyers that 156 Id. at 655.", "mime": "application/pdf"}, {"id": "cblr-3030", "words": "14267", "extension": ".pdf", "flesch": "50", "author": "Antitrust Committee, ABCNY", "title": "2003 Antitrust Developments in Regulated Industries", "date": "2004", "keywords": "act; agreement; antitrust; commission; competition; court; doctrine; ftc; generic; law; litigation; market; patent; plaintiffs; review; securities; settlement; supp", "summary": "The Commission announced their standard for further investigation of patent settlement agreements: A settlement agreement is not illegal simply because it delays generic entry until some date before expiration of the pioneer's patent. Second, the Commission questioned the utility of a rule that would give decisive weight to an after-the-fact inquiry into the merits of the patent issues in a settled case, given the uncertainties of patent litigation.", "mime": "application/pdf"}, {"id": "cblr-3031", "words": "13042", "extension": ".pdf", "flesch": "54", "author": "Koenig, Joshua M.", "title": "A Brief Roadmap to Going Private", "date": "2004", "keywords": "business; c.f.r; cash; companies; company; debt; del; equity; financing; group; law; merger; note; offer; review; shareholders; stock; supra; tender; transaction", "summary": "Additionally, because many going private transactions are subject to the entire fairness standard of review, they tend to attract stockholder litigation and require costly safeguards, such as the appointment of a committee of independent directors to negotiate the transaction, so as to avoid the harshness of the fairness inquiry.3 9 Though Revlon duties have been held not to apply in going private offers made by controlling shareholders,'29 they may conceivably be invoked in technical going private transactions.", "mime": "application/pdf"}, {"id": "cblr-3032", "words": "17409", "extension": ".pdf", "flesch": "55", "author": "Quintana, Jason M.", "title": "Going Private Transactions: Delaware\u2019s Race to the Bottom?", "date": "2004", "keywords": "business; corporate; court; delaware; directors; fairness; managers; market; merger; minority; minority shareholders; offer; race; review; rules; shareholders; standard; state; tender; transaction; value", "summary": "CONCLUSION Given the current market environment, the prospect of self-interested managers utilizing going private transactions as a means of transferring shareholder value is quite acute. Similar to Delaware's tender offer jurisprudence, the decision's formalistic interpretation of the sale of assets statute allows opportunistic transaction engineers to structure a deal that has the potential to reduce minority shareholder value by nullifying a shareholder's ability to exercise appraisal rights that would have been available to her under an economically 169 188 A.2d 123 (Del. 1963).", "mime": "application/pdf"}, {"id": "cblr-3033", "words": "11357", "extension": ".pdf", "flesch": "48", "author": "Al-Moosa, Sarah", "title": "Governing Insiders Going Private on Inside Information", "date": "2004", "keywords": "business; corporation; court; disclosure; fairness; information; insider; law; management; opportunity; rule; shareholders; state; trading; transaction", "summary": "Thus difficulties are posed to potential plaintiffs while they are in the process of suing private corporations, and may even deter them out of fear of investing in the start of a lawsuit which may not meet the deadline of the statute of limitations. Statute of Limitations Recommendation ....... 635 I. INTRODUCTION Going private transactions represent a unique niche in corporate law; they are distinct in that the arms-length bargaining that is present in the majority of inter-corporate transactions is absent,1 and thus they raise special concern regarding conflicts of interest.", "mime": "application/pdf"}, {"id": "cblr-3034", "words": "91978", "extension": ".pdf", "flesch": "53", "author": "Nowicki, Elizabeth A.", "title": "10(b) or Not 10(b)?: Yanking the Security Blanket for Attorneys in Securities Litigation", "date": "2004", "keywords": "account; act; action; agency; aiding; attorney; bank; business; business law; case; central; cir; claim; client; columbia; columbia business; commission; company; conduct; corporate; corporation; costs; court; criminal; defendant; disclosure; dollar; employees; enron; enronitis; fact; federal; fees; financial; firm; foreign; fraud; funds; good; inc; information; interests; investors; issue; jurisdiction; klein; law; law review; lawyers; legal; liability; managers; market; material; money; new; note; order; outside; patriot; patriot act; person; product; public; report; result; retailers; review; rule; section; securities; share; shareholders; slotting; statement; states; stock; supra; supra note; system; team; time; transactions; transfers; u.s; u.s.c; united; united states; value; violation; vol; way", "summary": "148 Foreign countries could consider retaliatory legislation against U.S. banks doing business in their territory, for instance by seizing from accounts of such U.S. banks, with the help of appropriate fictions, amounts equivalent to the amounts seized from their banks under the Patriot Act. \u00b0 If the U.S. portion of the money transfer uses CHIPS, U.S. law governs that portion of the transfer.", "mime": "application/pdf"}, {"id": "cblr-3035", "words": "20428", "extension": ".pdf", "flesch": "53", "author": "Grusen, Michael", "title": "The U.S. Jurisdiction Over Transfers of U.S. Dollars Between Foreigners and Over Ownership of U.S. Dollar Accounts in Foreign Bans", "date": "2004", "keywords": "319(a; account; bank; business; case; correspondent; dollar; federal; foreign; foreign bank; funds; institution; international; jurisdiction; law; money; note; order; patriot act; section; section 319(a; supra; transfers; u.s; u.s.c; united states", "summary": "148 Foreign countries could consider retaliatory legislation against U.S. banks doing business in their territory, for instance by seizing from accounts of such U.S. banks, with the help of appropriate fictions, amounts equivalent to the amounts seized from their banks under the Patriot Act. 735 A. Measures against U.S. Banks Having Dealings with Foreign Banks ............................................", "mime": "application/pdf"}, {"id": "cblr-3036", "words": "27185", "extension": ".pdf", "flesch": "51", "author": "Greenwood, Daniel J. H.", "title": "Enronitis: Why Good Corporations Go Bad", "date": "2004", "keywords": "accounting; act; board; business; ceo; columbia; companies; company; corporation; directors; employees; enron; enronitis; financial; firm; good; income; interests; law; managers; market; maximization; members; new; note; pay; people; profit; public; review; rights; share; share value; shareholders; stock; supra; team; value; view; vol", "summary": "A publicly traded company successfully seizing market share from another publicly traded company does nothing whatsoever for the finances of an index investor; what the stock of the one company gains, the stock of the other will lose. It concludes that, although they are likely to be helpful in preventing a repeat of the current scandals, any reform that leaves the basic incentive structure in place is likely to result in corporate managers finding new, creative, and unexpected routes to scandal.", "mime": "application/pdf"}, {"id": "cblr-3037", "words": "9250", "extension": ".pdf", "flesch": "57", "author": "Altschuler, Zachary", "title": "The Refrigerated Real Estate Boom: Who Is Really Paying the Price of Slotting?", "date": "2004", "keywords": "business; columbia; consumer; fees; ftc; manufacturers; market; note; product; retailers; slotting; slotting fees; statement; study; supra; supra note; vol", "summary": "[Vol. 2004 of slotting fees in the United States claim this behavior has manifested itself in the actions of our own retailing giants.7 C. The Legal Challenge to Slotting Currently, there are no laws which specifically govern retailer slotting. In their most innocent form, slotting fees address one of the more difficult aspects of the retailing business-new product introductions.", "mime": "application/pdf"}, {"id": "cblr-3038", "words": "6119", "extension": ".pdf", "flesch": "51", "author": "Recca, Dennis J.", "title": "Reputational Penalties for Corporations and The Federal Sentencing Guidelines", "date": "2004", "keywords": "business; corporations; costs; criminal; fine; guidelines; note; penalties; sentencing", "summary": "In fact, reputational penalties are not even mentioned in the Guidelines. Another potential cause of reputational penalties is a stigma effect caused when consumers choose not to do business with a corporation that has committed some violation, either on ethical grounds or to avoid a social stigma that attaches to the corporation.", "mime": "application/pdf"}, {"id": "cblr-3039", "words": "10795", "extension": ".pdf", "flesch": "61", "author": "Becker, Julie K.; Soderquist, Larry", "title": "Arbitration in the Corporate Context", "date": "2003", "keywords": "agreement; arbitration; cir; circuit; co.; contract; court; decision; employment; faa; law; parties; review; rights; supreme; u.s", "summary": "In fact, individuals advertised their willingness to arbitrate in the newspapers, suggesting that arbitration was seen as a social 6 For contractual analysis demonstrating that the Supreme Court views arbitration agreements as contracts, even before the FAA, see Red Cross Line v. Atlantic Fruit Co., 264 U.S. 109 (1924). Rep. 595 (K.B. 1609) (regarded as estab- lishing the rule that arbitration agreements may be revoked at any time before the arbitration award is issued).", "mime": "application/pdf"}, {"id": "cblr-3040", "words": "58449", "extension": ".pdf", "flesch": "40", "author": "Luppino, Anthony J.", "title": "Stopping the Enron End-Runs and Other Trick Plays: The Book-Tax Accounting Conformity Defense", "date": "2003", "keywords": "accounting principles; accounting profession; accounting purposes; accounting rules; accounting standards; accounting treatment; balance; book; book accounting; book income; business; columbia; companies; company; compensation; consolidation; corporate; disclosure; employee; end; enron; enron end; fasb; federal; financial; gaap; i.r.c; income tax; interpretation; issues; lease; lessee; method; options; plays; public; reporting; review; runs; sec; securities; sheet; statement; stock; stock options; supra note; synthetic; tax accounting; tax conformity; tax differences; tax law; tax purposes; tax reporting; tax shelters; tax treatment; transactions; treasury; treatment; trick; value; vol", "summary": "A requirement that external reports for creditors, stockholders, etc. conform to income tax accounting as a prerequisite for the use of certain income tax methods has been applied by the Treasury Department and further applications are under consideration. 10 Representatives of the SEC's Office of Chief Accountant and Division of Corporation Finance acknowledged in telephone interviews in August and September 2001 that there had been no system of regular interaction between their offices and the Treasury Department to compare book and tax accounting for potentially abusive transactions.", "mime": "application/pdf"}, {"id": "cblr-3041", "words": "23056", "extension": ".pdf", "flesch": "46", "author": "Cannon, Kimble", "title": "Augmenting the Duties of Directors to Protect Minority Shareholders in the Context of Going-Private Transactions: The Case for Obligating Directors to Express a Valuation Opinion in Unilateral Tender Offers After Siliconix, Aquila and Pure Resources", "date": "2003", "keywords": "acquisition; board; business; committee; companies; company; context; court; delaware; directors; exchange; fairness; group; law; merger; minority; minority shareholders; offers; public; review; rule; schedule; section; securities; shareholders; shares; stock; target; tender offer; transaction", "summary": "In most cases, tender offer transactions can close as soon as twenty days after they are initiated. V. RECENT DELAWARE CASE LAW Commentators have written that two recent Delaware Chancery Court decisions that distinguish between the fiduciary duties owed to minority shareholders in merger versus tender offer transactions, Aquila and Siliconix, do not indicate a departure from Delaware's general policies.1123 And, while it may be true that [n]othing in either decision purports to change the duties of directors in situations where board action is required,' 1 24 this does not mean that the decisions are insignificant.", "mime": "application/pdf"}, {"id": "cblr-3042", "words": "10506", "extension": ".pdf", "flesch": "54", "author": "Resnick, Brian M.", "title": "Recent Delaware Decisions May Prove to be \u201cEntirely Unfair\u201d to Minority Shareholders in Parent Merger with Partially Owned Subsidiary", "date": "2003", "keywords": "a.2d; board; court; del; delaware; entire; fairness; merger; minority shareholders; offer; parent; price; shareholders; tender", "summary": "Part II of this Note examines the common law and statutory background behind the entire fairness review in Delaware merger law, and the inadequacies of the appraisal remedy as a protective device for minority shareholders. Consequently, minority shareholders can expect to be frozen out at a price at which at least 50 percent of the minority shareholders agree to tender, or at a price that satisfies the appraisal standard.", "mime": "application/pdf"}, {"id": "cblr-3043", "words": "17518", "extension": ".pdf", "flesch": "56", "author": "Tuxbury, James L.", "title": "A Case for Competitive Bidding for Lead Counsel in Securities Class Actions", "date": "2003", "keywords": "bidding; bidding process; cases; class; class actions; class counsel; counsel; counsel selection; court; fees; lead; lead counsel; lead plaintiff; note; plaintiff; plaintiffs counsel; pslra; sample; securities class; selection", "summary": "From an examination of three class action samples, this note will show that the market for plaintiffs counsel in securities class actions is very concentrated, the percentage recovery of attorneys' fees is systematically lower in competitive bidding cases, and that if current lead counsel selection arrangements are maintained in ideal cases, the lead counsel will receive an excessive risk premium. The range of percentage recovery of total settlements for competitive bidding cases is from 5.7% to 117 See Third Circuit Task Force Report, supra note 8, at 40-41.", "mime": "application/pdf"}, {"id": "cblr-3423", "words": "17122", "extension": ".pdf", "flesch": "54", "author": "Henderson, M. Todd; Raskin, Max", "title": "A Regulatory Classification of Digital Assets: Toward an Operational Howey Test for Cryptocurrencies, ICOs, and Other Digital Assets", "date": "2019", "keywords": "article; assets; bahamas; bitcoin; business; columbia; dao; efforts; expectation; howey; investment; law; market; network; note; profit; project; promoter; review; sec; securities; security; steps; test; token", "summary": "The second part of the test, determining whether an asset satisfies the \u201cexpectation of profit\u201d prong of Howey, reveals the problems with applying the existing framework to ICOs and other digital assets. This is not treated as issuance of a security.22 This Article\u2019s goal is to start\u2014not end\u2014the conversation about how to categorize crypto and other digital assets.", "mime": "application/pdf"}, {"id": "cblr-3424", "words": "44824", "extension": ".pdf", "flesch": "49", "author": "Wachter, Sandra; Mittelstadt, Brent", "title": "A Right to Reasonable Inferences: Re-Thinking Data Protection Law in the Age of Big Data and AI", "date": "2019", "keywords": "access; analysis; article; big; business law; case; columbia; council; data analytics; data controllers; data mining; data privacy; data processing; data protection; data subject; decision; directive; e.c.r; ecj; european data; gdpr; individual; inferences; information; input data; law; law review; making; model; new; parliament; party; personal; privacy; protection rights; regulation; right; source data; subjects; supra; supra note; trade; v. data; vol; working", "summary": "Rather, the ECJ argued that the scope of the rights attached to personal data have to be interpreted teleologically, with reference to both the aims of data protection law and the purpose for which the data was collected and processed.178 In other words, the scope of data protection rights must be interpreted contextually, or with reference to the specific purposes for which data was collected, and the broader aims of data protection law. Article 22(3) of the GDPR describes safeguards against decisions based solely on automated processing, including profiling, that produce legal or similarly significant effects for data subjects.333 Data subjects are granted rights to express their views, contest decisions, and obtain human intervention.", "mime": "application/pdf"}, {"id": "cblr-3425", "words": "25739", "extension": ".pdf", "flesch": "43", "author": "Williams, Spencer", "title": "Predictive Contracting", "date": "2019", "keywords": "business; columbia; company; conditions; contract; contract data; contract design; contract drafters; contract management; contract outcomes; contract terms; contracting; contracting model; contracting system; costs; end; example; information; law; lawyers; learning; machine; model; outcomes; parties; representative; rev; review; risk; scott; set; supra note; systems; technology; telephone interview; triantis; use; value", "summary": "A. Model The predictive contracting model is the analytical mechanism that uses contract data to provide contract drafters with insights into the statistical connections between contract terms and outcomes given exogenous conditions. Contract term data can broadly be classified as binary, categorical, or numerical.78 Binary term data can be used to represent the presence or absence of a term in a contract.", "mime": "application/pdf"}, {"id": "cblr-3426", "words": "12723", "extension": ".pdf", "flesch": "59", "author": "DeSimone, Maddalena", "title": "Can We Curate It? Why Luggage and Smartphones Merit Different Treatment at the United States Border", "date": "2019", "keywords": "border; business; cell; circuit; cotterman; court; devices; forensic; fourth; manual; phone; privacy; riley; search; searches; states; states v.; suspicion; u.s; united; united states; v. united", "summary": "Part II of this Note traces the origins of the Fourth Amendment right against unlawful search and seizure and the birth of the border exception, and introduces the Supreme Court\u2019s holdings on cell phone searches outside of the border context in United States v. Riley27 and United States v. 21 CIRCUIT SPLIT OVER LEVEL OF SUSPICION REQUIRED FOR FORENSIC SEARCHES Section II.B discussed the Supreme Court\u2019s view on a warrant requirement for cell phone searches in two limited contexts: search-incident-to-arrest and cell-site records.108 The Supreme Court, however, has yet to weigh in on such a requirement for border searches.109 Instead, the various 102 Id. at 532\u201333.", "mime": "application/pdf"}, {"id": "cblr-3427", "words": "9051", "extension": ".pdf", "flesch": "49", "author": "Hagan, Hayes", "title": "How to Protect Consumer Data? Leave it to the Consumer Protection Agency: FTC Rulemaking as a Path to Federal Cybersecurity Regulation", "date": "2019", "keywords": "act; authority; commission; companies; congress; consumer; consumer data; cybersecurity; data; federal; ftc; law; note; privacy; regulation; rulemaking; security; supra", "summary": "This ambiguity opens future FTC enforcement to additional challenges. 109 See Brady Dale, FTC Slaps the Wrist of Tax Prep Service After 8,800 Customers\u2019 Data Breached, OBSERVER (Aug. 30, 2017), https://observer.com/2017/08/ftc-taxslayer/", "mime": "application/pdf"}, {"id": "cblr-3428", "words": "10932", "extension": ".pdf", "flesch": "45", "author": "Trebble-Greening, Jonathan", "title": "Raising the Stakes: Creating an International Sanction to Generate Corporate Compliance with Data Privacy Laws", "date": "2019", "keywords": "companies; council; data; data privacy; gdpr; human; law; member; note; privacy; protection; rights; sanctions; security; security council; states; supra; u.n; united; veto; violations", "summary": "In many ways, the U.N.\u2019s approach to data privacy is stronger than that of countries like the United States because it explicitly ties data privacy rights to the general right to privacy.57 The U.N. General Assembly approved a resolution calling on member states to take actions to address violations of data privacy and to update their national legislation accordingly.58 Of particular interest is the U.N.\u2019s request for member states to create national oversight bodies to monitor for data privacy violations.59 As discussed in Part III.B, the current regulatory regimes overseeing data privacy rights reinforce the notion that data is a modern utility and should be regulated accordingly. [Vol. 2019 CEOs, as the managers and strategic heads of these companies, wield incredible power and influence, 22 extending to the treatment of data privacy concerns and compliance with laws protecting data privacy rights.", "mime": "application/pdf"}, {"id": "cblr-5116", "words": "6006", "extension": ".pdf", "flesch": "45", "author": "Aron, Debra; Tenn, Steven", "title": "An Economic Perspective on Balancing Unquantified Harms and Benefits Under the Consumer Welfare Standard", "date": "2019", "keywords": "antitrust; conduct; consumer; effects; evidence; price; qualitative; welfare", "summary": "Accepting nebulous theories of harm (such as the \u201caccumulation of political power\u201d), and by parity of reasoning, vague \u201cpublic interest\u201d defenses (such as a claim that an agreement among rivals would reduce economic inequality) would lead to inconsistent results and evade the rule of law.3 As we will discuss in these remarks, positing that public interest considerations are separate or excluded from consumer welfare effects of a merger or accused conduct is difficult to defend from an economic perspective. Specifically, public interest considerations and other potentially nebulous factors also affect consumer welfare broadly conceived.", "mime": "application/pdf"}, {"id": "cblr-5117", "words": "35033", "extension": ".pdf", "flesch": "43", "author": "Aran, Yifat", "title": "Making Disclosure Work for Start-Up Employees", "date": "2019", "keywords": "409a; act; business; c.f.r; capital; cash; columbia; companies; company; compensation; disclosure; employees; equity; equity compensation; exemption; information; interviews; investment; investors; issuer; law; market; need; offer; options; price; public; regulation; review; rule; sale; section; securities; securities act; shares; start; statements; stock; supra note; valuation; value; venture; vol; work", "summary": "Even though start-ups\u2019 reliance on broad-based equity compensation is not a new phenomenon, the legal literature on this subject is just starting to emerge.318 The scarcity of academic legal discussion regarding employee equity compensation is especially puzzling given corporate law\u2019s obsession with executive equity compensation.319 This Article lays the foundations for a securities regulation approach to human capital investments by start-up employees. 87 See Aran, supra note 4, at 1262. 4_2019.3_ARAN (DO NOT DELETE) 1/8/2020 4:44 PM No. 3:867] MAKING DISCLOSURE WORK 889 Silicon Valley and elsewhere.88 As part of this process, the new high-tech industry experienced a pressing need to adopt employee equity compensation plans as a means to attract and, even more so, retain skilled workers.89 Since the mid- 1980s, scholars, industry representatives, and attorneys have called on the SEC to create a special exemption that would allow start-ups to offer equity compensation to prospective employees, thereby enabling these emerging businesses to compete for talent against better-established public firms.90 At the forefront of promoting these initiatives was the SEC Government-Business Forum on Small Business Capital Formation (hereinafter Forum on Small Business) that the SEC established in 1982 pursuant to the Small Business Investment Incentive Act of 1980.91 Starting in 1985, this forum called for easing the investor protection guarantees of the Securities Act in cases where the nature of a securities transaction is essentially compensatory.92 88 See, e.g., ANNALEE SAXENIAN, REGIONAL ADVANTAGE: CULTURE AND COMPETITION IN SILICON VALLEY AND ROUTE 128, 108\u201309 (1994) (discussing the proliferation of electronics firms in Silicon Valley and Route 128 in the 1980s); Matt Weinberger, 36 Photos Showing How Silicon Valley Went from Prune Orchards to the Center of the Tech World, BUS.", "mime": "application/pdf"}, {"id": "cblr-5118", "words": "22819", "extension": ".pdf", "flesch": "46", "author": "Petrin, Martin", "title": "Corporate Management in the Age of AI", "date": "2019", "keywords": "5_2019.3_petrin; ai management; board; business; business law; columbia; corporation; directors; entities; future; governance; human; information; intelligence; judgment; law; leadership; liability; machines; management; managers; note; officers; potential; review; shareholders; software; supra; supra note; tasks; today; vol; work", "summary": "[Vol. 2019 against shareholder interests may be allowed to some extent.217 The traditional, entrenched position in Anglo-American law is that corporations serve the overarching aim of maximizing, or at least enhancing in the long term, shareholder wealth as measured by the price of its shares.218 Nevertheless, the corporate purpose debate has never been conclusively settled and continues on to today, with some commentators noting that apart from the normative debates, even the corporate law \u201con the books\u201d is ambiguous on the question of the corporate purpose.219 The recent wave of anti- corporate sentiment and political upheaval suggests that the corporate purposes debate appears to be at a watershed moment, and more clarifications and changes geared towards regaining public trust in business appear necessary to ensure the continued success of the corporate model.220 The need for more definitive answers may become even more pressing in a world with AI corporate management. Presumably, this development will in due course steer policymakers towards introducing legal reforms concerning board composition and appointments, allowing businesses to shift to AI boards and management.", "mime": "application/pdf"}, {"id": "cblr-5119", "words": "18665", "extension": ".pdf", "flesch": "47", "author": "Estes, Benjamin", "title": "May the Fourth Be with You: Charting the Future of Corporate Liability Under the Alien Tort Statute After Jesner v. Arab Bank", "date": "2019", "keywords": "6_2019.3_estes; ats; ats liability; circuit; conduct; corporations; court; foreign; fourth; international; jesner; kiobel; law; liability; note; presumption; states; u.s; united", "summary": "It stated that \u201cthe cautionary language of Sosa would be little more than empty rhetoric\u201d if foreign corporations faced ATS liability.81 Under this view, imposing ATS liability on foreign corporations could result in significant international friction with the corporations\u2019 home nations, reinforcing the need for courts to defer to the political branches in the area of foreign relations, since that is traditionally not the judiciary\u2019s province.82 Justice Kennedy reached the second Sosa question because there was \u201csufficient doubt\u201d on the first question to merit doing so, but in his discussion of the first question, he seemed to indicate that he sided with Kiobel I (though this part of the opinion did not carry a majority of the Court).83 In Kiobel I, writing for the Second Circuit, Judge Cabranes interpreted international law and Sosa\u2019s footnote 20 to mean that corporate ATS liability could only exist if corporate liability for human rights violations was itself a universally recognized norm of international law.84 Justice Kennedy did not decide 78 Id. at 1398 (emphasis added). However, the Supreme Court has in recent years restricted the scope of corporate ATS liability.", "mime": "application/pdf"}, {"id": "cblr-5120", "words": "14169", "extension": ".pdf", "flesch": "46", "author": "Greene, Kyle L.", "title": "Standard Essential Patents and Antitrust Law: Balancing Innovation and Competition", "date": "2019", "keywords": "antitrust; aspen; business; court; deal; frand; holder; law; liability; license; note; patent; property; refusals; sep; sep holder; standard", "summary": "ANTITRUST LIABILITY: WHEN SEP HOLDERS REFUSE TO DEAL A. Reasons for a Presumption of Antitrust Liability The affirmative case for a presumption of antitrust liability when a SEP holder refuses to deal with a prospective standard implementer in violation of its FRAND commitments proceeds, from the above discussion, as follows: (1) the standard setting process is of vital importance for many industries and technologies, but confers incredible and abusable power to SEP holders,141 (2) despite Trinko, the Supreme Court has not ruled out either the essential facilities doctrine or an intent-based inquiry for a Sherman Act Section 2 refusal to deal case,142 and (3) the leading circuit court decisions that consider refusals to deal by patent holders in general do not offer policy or legal objections which support an argument against presuming antitrust liability when the patent holder owns a standard essential patent.143 As a result, a refusal to deal by an SEP holder is dangerously anticompetitive conduct that is\u2014on its face\u2014exactly the sort of conduct which has been, and should be, condemned by the antitrust laws. Although the following cases do not directly address the situation of a refusal to deal by a standard essential patent holder, a set of important circuit court decisions establish a spectrum of approaches to refusals to deal by patent holders in general.95 As standard essential patent holders are a subset of this larger group, it is obvious that this set of cases structures the litigation landscape for SEP holders and their potential antitrust liability.", "mime": "application/pdf"}, {"id": "cblr-5121", "words": "16545", "extension": ".pdf", "flesch": "45", "author": "Hayes, William", "title": "Insider Interest, Not Industry Influence: The Practice of Federal Reserve Bank Presidential Appointments", "date": "2019", "keywords": "authority; bank presidents; banks; board; brown; conti; directors; federal reserve; financial; governors; industry; influence; new; note; process; public; reserve bank; reserve system; supervision; supra; supra note; york; york fed", "summary": "As outlined above, challenges to the constitutionality of the appointments procedure for Federal Reserve Bank Presidents were decided without any constitutional resolution, creating a \u201cjudicial hedge around Fed independence.\u201d154 After the financial crisis, some pointed to the insularity of the Federal Reserve as a potentially exacerbating cause.186 Looking beyond the regulatory sphere, the lack of dissenting votes on the FOMC may further indicate homogeneity within the System.187 To the extent that the politically insulated process for appointing Federal Reserve Bank Presidents further entrenches this trend, the practical effects on regulation may be undesirable.", "mime": "application/pdf"}, {"id": "cblr-5122", "words": "8587", "extension": ".pdf", "flesch": "53", "author": "Rooney, William H.; Fleming, Timothy G.", "title": "Assessing Qualitative Justifications Under Taft's Rule of Reason", "date": "2019", "keywords": "amateurism; circuit; court; district; justifications; ncaa; output; qualitative; restraint; student", "summary": "That is, the NCAA appears to have introduced inadequate evidence to support the factual basis for such qualitative justifications and the relationship between the justifications and the restraints. Where that purpose is legitimate and the relationship of the restraint is ancillary, courts should be hesitant to invalidate the restraint.", "mime": "application/pdf"}, {"id": "cblr-5123", "words": "8709", "extension": ".pdf", "flesch": "45", "author": "Ginsburg, The Hon. Douglas H.", "title": "Balancing Unquantified Harms and Benefits in Antitrust Cases Under the Consumer Welfare Standard", "date": "2019", "keywords": "agencies; agency; analysis; antitrust; balancing; benefits; competition; consumer; costs; courts; effects; harms; merger; review; welfare", "summary": "L. REV. 1423, 1436\u201337 (discussing methodologies supporting valuations of a statistical life used by the EPA and Department of Transportation in cost- benefit analysis). 2_2019.3_GINSBURG (DO NOT DELETE) 12/25/2019 11:20 PM No. 3:824] A. Executive Review To be sure, agency analyses of unquantified benefits is far from universal.", "mime": "application/pdf"}, {"id": "cblr-7157", "words": "39487", "extension": ".pdf", "flesch": "53", "author": "Anderson IV, Robert", "title": "A Property Theory of Corporate Law", "date": "2020", "keywords": "approach; assets; business law; common; contract law; contract rights; contracts; contracts theory; contractual; control; corporation; corporation law; del; directors; duties; fiduciary; firm; law; law review; nexus; note; ownership; perspective; preferred; property interests; property law; property rights; property theory; residual; rules; shareholders; shares; stock; supra; voting; voting rights", "summary": "This Section explores the arguments for and against recog- nizing property rights and contract rights in corporations. Incorporation it- self is the only event that could convert property rights into contract rights, yet incorporation is not viewed as making that transformation, and such an explanation would conflict with the control thesis.", "mime": "application/pdf"}, {"id": "cblr-7158", "words": "32791", "extension": ".pdf", "flesch": "53", "author": "Barzuza, Michal; Talley, Eric", "title": "Long-Term Bias", "date": "2020", "keywords": "2_2020.1_barzuza; 9/28/2020; activist; armstrong; board; business; capital; case; ceo; columbia; company; compensation; corporate; directors; example; firms; fund; hedge; investors; law; managers; market; mayer; navistar; new; optimism; overconfidence; plan; review; shareholders; stock; supra note; talley; term; term bias; term investments; term projects; term value; termism; time; ustian; value; vol; yahoo", "summary": "Indeed, such concerns have become sufficiently influential that numerous reforms to discourage short-termism in order to protect and vindicate long term value are currently on the table. 341 While Laster draws his decision from what he views as a long- standing duty to maximize long term value, many view the decision as prec- edential under Delaware law.", "mime": "application/pdf"}, {"id": "cblr-7159", "words": "34556", "extension": ".pdf", "flesch": "53", "author": "McClane, Jeremy", "title": "Reconsidering Creditor Governance In A Time Of Financial Alchemy", "date": "2020", "keywords": "9/28/2020; analysis; bank; borrowers; business; clo; clos; columbia; companies; company; control; covenant; creditor; creditor governance; data; debt; fin; firm; governance; influence; intervention; law; lenders; lending; loans; management; market; monitoring; non; performance; review; risk; shareholders; supra note; term; violation; vol", "summary": "(finding positive abnormal stock returns to borrowing firms following the disclosure of bank loans from banks perceived as good monitors); Christopher James, Some Evidence on the Uniqueness of Bank Loans, 19 J. FIN. ECON. The culprit is a familiar one in a less familiar guise: the sale of loans by origi- nating banks for securitization\u2014like that which gained noto- riety with pre-financial crisis mortgage-backed securities, but now are deployed in the market for corporate loans.", "mime": "application/pdf"}, {"id": "cblr-7160", "words": "17552", "extension": ".pdf", "flesch": "49", "author": "Connery, Andrew", "title": "Finality, Fairness, And Consistency: Striking A Balance In Icsid Annulment Proceedings Concerning Arbitrator Bias ", "date": "2020", "keywords": "4_2020.1_connery; annulment; arbitration; case; challenge; committee; convention; decision; edf; finality; hoc; icsid; law; note; proceedings; republic; review; standard; supra; supra note; tribunal", "summary": "193 See Azurix, ICSID Case No. ARB/01/12, Decision on the Application for Annulment of the Argentine Republic; EDF, ICSID Case No. ARB/03/23, Decision on Annulment. 203 See Schreuer, supra note 7, at 225. 204 See Azurix, ICSID Case No. ARB/01/12, Decision on the Application for Annulment of the Argentine Republic, \u00b6\u00b6 280\u201381 (Sept. 1, 2009); EDF, ICSID Case No. ARB/03/23, Decision on Annulment, \u00b6 145 (Feb. 5, 2016).", "mime": "application/pdf"}, {"id": "cblr-7161", "words": "20663", "extension": ".pdf", "flesch": "48", "author": "Humble, Mackenzie", "title": "The Treacherous Landscape For Foreign G-Sibs: The IHC Framework And Financial Stability ", "date": "2020", "keywords": "act; assets; banking; banks; business; capital; ccar; company; crisis; dodd; fbos; fed; federal; financial; foreign; frank; ihcs; institutions; note; organizations; regulation; regulatory; reserve; risk; supra; supra note; u.s; united", "summary": "Intra- company derivatives transactions are extremely important li- quidity risk management tools for financial institutions, and have historically afforded large financial institutions, partic- ularly those with complex legal entity structures, the ability to hedge risks and absorb liquidity shocks across their organ- izations.150 Now that the exemption has been eliminated and intracompany derivatives transactions are limited by the ten percent and twenty percent limits of Regulation W, some com- mentators have noted that banks\u2019 ability to manage their risks is \u201ctotally change[d].\u201d151 Further, others have shared concerns that the elimination of the exception undermines 146 See Omarova, supra note 75, at 1727\u201328; Letter from Sen. Bob. Recall that any retained earnings that are not so remit- ted will be counted toward the ten percent and twenty percent limits of Regulation W. Additionally, any remittance the IHC attempts to make back to its U.S. financial subsidiaries (or any of its subsidiaries globally) will be subject to the ten per- cent single affiliate and twenty percent aggregate limits of Regulation W. As noted earlier, this outcome serves not only to deprive liquid capital from global affiliates of FBOs, but it also puts U.S. financial subsidiaries at risk.", "mime": "application/pdf"}, {"id": "cblr-7162", "words": "18735", "extension": ".pdf", "flesch": "49", "author": "Zhai, Jingxi", "title": "Breaking the Silent Treatment: The Contractual Enforceability of Non-Disclosure Agreements for Workplace Sexual Harassment Settlements ", "date": "2020", "keywords": "10/7/2020; agreements; business; columbia; companies; contract; courts; employees; enforcement; harassment; harassment ndas; interest; law; legislation; misconduct; ndas; note; policy; public; rev; settlement; state; supra; title; victims; workplace", "summary": "BREAKING THE SILENT TREATMENT 405 beyond any particular law to the entire state statutory scheme.20 Relevant legislative subject areas may articulate policy goals that affect the problem of workplace sexual har- assment, such as combatting discrimination, protecting whis- tleblowers, and empowering workers.21 To determine the public policy interests of states relevant to the enforcement of sexual harassment NDAs, the types of state legislation analyzed in this Note include: (1) legislation restricting or banning sexual harassment NDAs, (2) anti-dis- crimination statutes protecting victims of harassment and prohibiting workplace harassment, and (3) laws prohibiting the concealment of public hazards. How NDAs are Used in the Context of Workplace Sexual Harassment Generally, sexual harassment NDAs are observed in two contractual contexts.", "mime": "application/pdf"}, {"id": "cblr-7216", "words": "9390", "extension": ".pdf", "flesch": "50", "author": "Kalaria, Parth", "title": "Rated P for Public: Learning From Dodd-Frank and Credit Rating Agencies to Propose A Public Cryptocurrency Rating Provider in The United States", "date": "2020", "keywords": "4_2020.2_kalaria; agencies; agency; blockchain; credit; credit rating; cryptocurrency; cryptocurrency rating; dodd; frank; market; providers; public; rating; rating agencies; securities", "summary": "[Vol. 2020 The relevance of cryptocurrency ratings may increase in the coming years, given that a reputable credit rating agency, Morningstar, recently announced that it will soon enter into the cryptocurrency rating space.10 As additional credit rating agencies follow Morningstar\u2019s path, it is important to consider how lessons learned from credit rating agencies can be applied to cryptocurrency rating agencies. This is consistent with the usual view of oligopolies as inefficient and unproductive since they lack an efficient market determination of prices.46 In the world of rating agencies, this inefficiency could lead to inaccu- rate ratings and methodological errors.47 Rating agencies began with the mission of providing trans- parency to investors, with Moody\u2019s, the first public publisher of bond ratings, using an investor-pays business model in which firms sold bond ratings to investors.48 Later however, credit rating agencies switched to an issuer pays model in which the issuer pays the credit rating agency to rate its bond.49 This shift created the incentive for credit rating agen- cies to inflate ratings, as issuers could simply \u201cshop\u201d for higher ratings from other agencies.50", "mime": "application/pdf"}, {"id": "cblr-7217", "words": "15342", "extension": ".pdf", "flesch": "51", "author": "Parajon Skinner, Christina", "title": "Presidential Pendulums in Finance", "date": "2020", "keywords": "act; bank; business; congress; credit; cycles; dodd; economic; economy; fed; federal; financial; frank; fsoc; law; note; president; public; regulation; reserve; review; rule; section; supra; system; trump", "summary": "But Presidents since the crisis can now turn the dial up\u2014or down\u2014on financial regulation. Accord- ingly, presidential action that precipitates these cycles can add stress to the financial system and the public fisc.5 In making these descriptive and normative claims, the Ar- ticle takes forward existing legal scholarship on the political economy of financial regulation and deregulation.6 While other scholars have studied the phenomenon whereby finan- cial regulation responds cyclically to political forces, this Arti- cle studies how presidential action specifically can cause the However, other assessments suggest that financial cycles have historically occurred around every sixteen years.", "mime": "application/pdf"}, {"id": "cblr-7218", "words": "20596", "extension": ".pdf", "flesch": "55", "author": "Mok, Mariel", "title": "Who Determines Customer Property", "date": "2020", "keywords": "act; authority; bank; bankruptcy; broker; business; claims; customer; customer property; dealer; determinations; dodd; fdic; financial; frank; law; liquidation; note; ola; protection; review; rules; securities; sipa; sipc; supra; treasury; u.s.c", "summary": "302 Note that although the Proposed Rules allow a claimant to seek de novo judicial review of any claim that is disallowed by the FDIC, there is no such standing for SIPC to challenge FDIC determinations, even if they over- rule SIPC\u2019s own determinations. The $500,000 protection applies to any deficiencies (i) after the return of customer name securities, and (ii) after there is a pro rata distribution of customer property.62 Finally, if the funds from fee assessments become inadequate, SIPA authorizes the SIPC to borrow from the United States Treas- ury.63 The SIPC covers most types of securities held in client accounts, including domestic and foreign stocks, bonds, notes, and certificates of deposit.64 If there are insufficient securities 55 Under SIPA, all claims must be filed with the trustee, who is charged with determining customer claims in writing.", "mime": "application/pdf"}, {"id": "cblr-7219", "words": "29135", "extension": ".pdf", "flesch": "44", "author": "Saguato, Paolo", "title": "The Unfinished Business Of Regulating Clearinghouses", "date": "2020", "keywords": "board; business; capital; clearing business; clearing members; clearinghouses; cme; cme clearing; columbia; committee; control; costs; credit; default; derivatives; derivatives clearing; derivatives clearinghouses; exchange; financial; firm; frank; fund; governance; group; guaranty; ice; law; losses; market; members; ownership; risk; risk management; saguato; securities; shareholders; structure; supra note; trading", "summary": "[Vol. 2020 clearinghouse members agree to contribute to a mutual guar- anty fund that can be used to cover any risk associated with the failure of a peer member.26 In theory, clearinghouse members can be exposed to unlimited liability to keep the clearinghouse business afloat and cover all its losses.", "mime": "application/pdf"}, {"id": "cblr-7220", "words": "25712", "extension": ".pdf", "flesch": "56", "author": "Tabor, Nicholas K. ; Zhang, Jeffery Y.", "title": "Capital, Contagion, And Financial Crises: What Stops A Run From Spreading?", "date": "2020", "keywords": "3_2020.2_tabor_zhang; assets; bank; bank capital; banking; basel; basel iii; business; capital; columbia; contagion; correlation; crisis; equity; financial; funding; iii; institutions; investors; law; lehman; leverage; liquidity; market; measures; note; ratio; reserve; results; review; risk; run; supra; tier; \ud835\udc452 =", "summary": "First, banking crises were prevalent in the United States even in the 19th century, when bank capital ratios hovered above 50%.86 Second, although balance sheet measures of reg- ulatory capital have increased substantially since the 2008 crisis, some market-based measures of volatility and risk re- main the same or higher than they were a decade The equity and debt of a firm often trade in public markets, and when new information becomes available about a firm, the price of those financial instruments can change.23 For ex- ample, when the expected value of a firm falls, the market 19 Many sources either explicitly or implicitly conflate bank capital and equity.", "mime": "application/pdf"}, {"id": "cblr-7221", "words": "20554", "extension": ".pdf", "flesch": "46", "author": "Schiff, Jordan ", "title": "The Volcker Rule in Practice: Its Impact, Reception, And Evolving Profile", "date": "2020", "keywords": "act; administrative; ass\u2019n; banking; banks; business; c.f.r; comment; crisis; equity funds; fed; financial; funds; hedge funds; interests; investment; law; letter; note; prohibitions; public; relationships; restrictions; review; revisions; supra; supra note; trading; volcker rule", "summary": "VOLCKER RULE IN PRACTICE 789 available data reveals that the pro-Volcker perspective was not represented in meetings with administrative agencies, fa- cially evidencing a disproportionate lobbying influence of fi- nancial companies in the Rule\u2019s regulatory development.202 On the whole, the data from both private agency meetings and the public comment forums suggests a glaring if not un- surprising imbalance: members of the business community tend to be both in favor of Volcker Rule rollbacks and far bet- ter-positioned than the general public to offer substantive feedback promoting their regulatory interests. 209 Popular input concerning the Rule\u2019s merits and if or how it ought to be changed tends to come, by and large, from unsurprising sources and break down along predictably politicized lines.210 The roots of this partisan dialogue appear to reach beyond the financial crisis of 2008 as far back as the Glass-Steagall Act itself, and reflect differing schools of financial regulatory thought as much as political polarity and popular vitriol.211 Second, a survey of studies and articles written about the practical impact of the Volcker Rule indicates that many of the predictions made as to the prospective impact of the Rule have not yet come to fruition.212 Potentially due to reasons ranging from the immense complexities of the financial sys- tem to the dearth of relevant data on point, research findings published to date do not lend conclusive statistical support to either the fatalistic concerns of Volcker Rule opponents or the optimistic anticipations of Volcker Rule proponents.213 Third, the data examined herein indicates that Professor Krawiec\u2019s procedural critique remains as relevant to the later stages of the Volcker Rule\u2019s regulatory development as it has proven to be to its earlier stages.214 Driven unevenly by the influential suggestions of business community constituents rather than results-based evidence and the input of the gen- eral public, the Volcker Rule\u2019s stilted evolutionary process ap- pears in many ways to be representative of problems that plague the enactment of American financial regulation in 209 See supra notes 175\u201395 and accompanying text.", "mime": "application/pdf"}, {"id": "cblr-7807", "words": "11555", "extension": ".pdf", "flesch": "53", "author": "Bainbridge, Stephen M. ", "title": "Long-Term Bias and Director Primacy", "date": "2021", "keywords": "bainbridge; barzuza; bias; business; case; comment; corporate; directors; fund; hedge; law; managers; note; review; shareholders; short; supra; talley; term; term bias", "summary": "Barzuza and Talley concede that\u2014like all humans\u2014hedge fund managers are subject to their own set of biases, but suggest that fund manager biases towards the short-term are useful because they counteract managers\u2019 hyperopia.131 [Vol. 2020 Even if we assume that hedge fund managers tend to be biased towards the short-term, which seems likely,133 there are a number of reasons to be skeptical of Barzuza and Talley\u2019s argument.", "mime": "application/pdf"}, {"id": "cblr-7808", "words": "12133", "extension": ".pdf", "flesch": "51", "author": "Kastiel, Kobi", "title": "Long-Term Bias, Incentives, and Agency Costs", "date": "2021", "keywords": "agency; barzuza; business; ceo; comment; compensation; costs; governance; incentives; kastiel; managers; market; note; rev; shareholders; supra; supra note; talley; term; term bias", "summary": "L. REV. 713, 719, 740\u201342 (2003) (discussing the pricing of governance terms and managers\u2019 perverse incentives at the IPO stage); Michael Klausner, Fact and Fiction in Corporate Law and Governance, 65 STAN. The Importance of Incentives Barzuza and Talley draw upon the large body of literature in psychology and behavioral economics that documents a widespread human tendency to be overconfident in their abilities and overly-optimistic, with such biases causing irrational behavior.24 Corporate managers are not different.", "mime": "application/pdf"}, {"id": "cblr-7809", "words": "25942", "extension": ".pdf", "flesch": "53", "author": "Dammann, Jens; Eidenm\u00fcller, Horst", "title": "Codetermination: A Poor Fit for U.S. Corporations", "date": "2021", "keywords": "article; benefits; bgbl; board; business; business law; codetermination; codetermination act; columbia; corporate; corporations; costs; directors; elect; employees; example; firms; fit; german; governance; law; market; note; number; poor; representatives; rev; review; shareholder; states; stock; structure; studies; supra; tier; u.s; united; united states; vol", "summary": "CODETERMINATION: A POOR FIT FOR U.S. CORPORATIONS 909 working in small and midsize enterprises,132 although that difference has been shrinking somewhat in recent years.133 Against this background, advocating board codetermination in large corporations on the basis that it would help humanize and \u201cdignify\u201d workplace conditions in such corporations is beside the point. VI. When the discussion on board codetermination took shape in post-war Germany in the late 1940s, \u201c[t]he prevailing view at the time was that political democracy must be combined with social constraints over the use of private capital, a concept that has been termed \u2018economic democracy\u2019 (Wirtschaftsdemokratie).\u201d122 Potential benefits of codetermination included a \u201cdemocratization\u201d of political and business life going much beyond corporate governance-related improvements.", "mime": "application/pdf"}, {"id": "cblr-7812", "words": "18162", "extension": ".pdf", "flesch": "55", "author": "Clarida, Matthew Q.", "title": "An Empirical Analysis of the Impact of Legal Sports Betting On Consumer Credit Health", "date": "2021", "keywords": "analysis; betting; business; clarida; class; columbia; data; delaware; delinquency; gambling; island; jersey; law; legalization; mississippi; model; mortgage; nevada; new; new jersey; note; pennsylvania; review; rhode; sports; sports betting; standard; state; supra note; virginia; vol; west", "summary": "[Vol. 2020 transmission.43 Similarly, the Travel Act prohibits a person from traveling across state lines in order to further gambling businesses that are illegal in the destination state or under federal law.44 The Interstate Transportation of Wagering Paraphernalia Act prohibits the transport of sports betting materials across state lines, except when the destination state allows sports betting.45 Two additional acts regulate those who attempt to run sports betting businesses that are not permitted under state law. In Part II, I provide an overview of sports betting regulation in U.S. states as of September 30, 2019, the date through which the empirical models used in this Note are current.", "mime": "application/pdf"}, {"id": "cblr-7813", "words": "16464", "extension": ".pdf", "flesch": "50", "author": "Curran, Clare", "title": "Walmart and Guns: A Case Study in Modern Corporate Governance ", "date": "2021", "keywords": "ammunition; business; business law; columbia; columbia business; company; control; corporation; curran; decision; directors; governance; guns; interests; law; law review; mcmillon; primacy; purpose; review; roundtable; sales; shareholder; stakeholders; statement; supra note; theories; theory; walmart", "summary": "Walmart\u2019s emphasis on stakeholder interests\u2014namely the safety of its workers, customers, and communities\u2014runs contrary to the principle that shareholder profit must be the sole object of corporate action.264 Walmart made no suggestion that it 257 Id. (\u201cWe believe these actions will reduce our market share of ammunition from around 20% to a range of approximately 6 to 9%.\u201d). 1/15/2021 4:44 PM No. 3:1071] WALMART AND GUNS 1105 escalating customer anxieties.197 Some customers demanded Walmart increase its security measures.198 Walmart employees took action of their own after the fatal El Paso and Southaven shootings, protesting the retailer\u2019s gun policies.199 Employees at Walmart\u2019s e-commerce office in San Bruno, California organized a walkout, declaring they \u201cno longer want to be complicit by working for a company that profits off the sale of firearms.", "mime": "application/pdf"}, {"id": "cblr-7814", "words": "13461", "extension": ".pdf", "flesch": "46", "author": "Pedersen, Erica", "title": "People Analytics and Individual Autonomy: Employing Predictive Algorithms as Omniscient Gatekeepers in the Digital Age Workplace ", "date": "2021", "keywords": "algorithms; analytics; autonomy; business; columbia; data; employee; employers; employment; individual; information; kim; law; pedersen; people; people analytics; predictive; privacy; review; supra note; use; workers; workplace", "summary": "[Vol. 2020 that historically would have been considered too personal, private, or irrelevant to be used for business purposes.168 Employers now see substantial value in developing new techniques to collect, analyze, and exploit a broader array of employee data, often without notice to the employee.169 Deloitte reports that \u201c[t]he use of external data for [P]eople [A]nalytics has grown significantly, as more than 50 percent of companies now actively use social network and external data to understand attrition, retention, and other performance metrics.\u201d170 Predictive analytics thus implicate workers\u2019 \u201cprivacy as control\u201d because individuals cannot know how the data trails they leave will be used and what that data will predict.164 People Analytics imbues data collected outside the workplace with new meaning by identifying novel correlations between business outcomes and previously unquantifiable or seemingly irrelevant factors.165 At the same time, digital technologies have rapidly revolutionized surveillance and data collection.166 Companies now easily purchase and aggregate data from a broad array of sources, both in the workplace and far beyond it.167", "mime": "application/pdf"}, {"id": "cblr-7815", "words": "20116", "extension": ".pdf", "flesch": "58", "author": "Holden, John; Schuster, Mike", "title": "Copyright and Joint Authorship as a Disruption of the Video Game Streaming Industry ", "date": "2021", "keywords": "article; authorship; business; cir; columbia; companies; company; content; copyright; creativity; derivative; esports; f.2d; fixation; game; gameplay; gamers; holden; inc; joint; law; note; player; recording; review; schuster; streamers; streaming; supra; twitch; use; video; video game; work", "summary": "As will be discussed in the following part, video game players (unlike baseball players) commonly record their gameplay, such that they can overcome fixation issues associated with traditional sports 163 As discussed later, these difficulties do not, however, control whether video game players can be authors for copyright purposes.", "mime": "application/pdf"}, {"id": "cblr-8474", "words": "10713", "extension": ".pdf", "flesch": "58", "author": "William H. Rooney; Timothy G. Fleming; Michelle A. Polizzano", "title": "Tracing the Evolving Scope of the Rule of Reason and the Per Se Rule", "date": "2021", "keywords": "business; co.; court; inc; introduction; price; reason; restraints; rooney; rule; taft; u.s", "summary": "It explained that \u201c[a] single manufacturer\u2019s use of vertical price restraints tends to eliminate intrabrand price competition; this in turn encourages retailers to invest in tangible or intangible services or promotional efforts. For example, in United States v. Trenton Potteries Co., the Supreme Court considered a \u00a7 1 case in which the defendants, \u201cmembers of a trade organization known as the Sanitary Potters\u2019 Association,\u201d controlled eighty-two \u201cper cent[] of the vitreous pottery fixtures produced in the United States for use in bathrooms and lavatories.\u201d33", "mime": "application/pdf"}, {"id": "cblr-8475", "words": "21175", "extension": ".pdf", "flesch": "47", "author": "William E. Kovacic", "title": "The Future Adaptation of the Per Se Rule of Illegality in U.S. Antitrust Law", "date": "2021", "keywords": "act; adaptation; analysis; antitrust; business; cases; co.; columbia; competition; conduct; court; enforcement; experience; future; inc; kovacic; law; note; policy; reason; rule; sherman; states; supra; supreme; taft; trade; u.s; united", "summary": "12 See State Oil Co. v. Khan, 522 U.S. 3, 20 (1997) (noting the role of courts in U.S. antitrust law \u201cin recognizing and adapting to changed circumstances and the lessons of accumulated experience\u201d); Nat\u2019l Soc\u2019y of Pro. Eng\u2019rs v. United States, 435 U.S. 679, 688 (1978) (\u201cCongress . . . . expected the courts to give shape to the [Sherman Act\u2019s] broad mandate by drawing on common-law tradition.\u201d). In my experience teaching U.S. antitrust law to students trained in civil law systems, their frequent reaction in reading the general, terse terms of the Sherman Act is to ask, \u201cWhere is the rest of it?\u201d TAFT \u2013 KOVACIC 6/11/2021 1:49 PM 40 COLUMBIA BUSINESS LAW REVIEW", "mime": "application/pdf"}, {"id": "cblr-8476", "words": "7999", "extension": ".pdf", "flesch": "53", "author": "Alan Grant; Chetan Sanghvi", "title": "The Economic Foundations and Implications of the Per Se Rule", "date": "2021", "keywords": "1:52; 6/11/2021; conduct; example; grant; inc; matters; rationing; resources; rule; sanghvi; service; taft", "summary": "Thus, the principled justification for the per se rule derives from a fundamentally economic concern: when judicial resources are scarce, how do we best allocate those resources to serve society\u2019s interests?5 In the language of economists, Many of the assumptions that guided this generation-long retrenchment of antitrust rules were mistaken The examples feature fact patterns that arguably support application of the per se rule to condemn summarily the 1 See Cont\u2019l T. V., Inc. v. GTE Sylvania Inc., 433 U.S. 36, 49\u201350 (1977) (\u201cPer se rules of illegality are appropriate only when they relate to conduct that is manifestly anticompetitive. . . .", "mime": "application/pdf"}, {"id": "cblr-8477", "words": "21969", "extension": ".pdf", "flesch": "51", "author": "Roxann E. Henry", "title": "Per Se Antitrust Presumptions in Criminal Cases", "date": "2021", "keywords": "act; agreement; antitrust; business; cases; co.; comment; conduct; court; criminal; doj; henry; illegality; jury; law; price; restraint; rule; states; states v.; supra; taft; u.s; united; united states", "summary": "The vast majority of criminal antitrust cases are resolved through plea agreements. This Comment looks at perspectives from each of the three branches of government in the development of current per se practice in criminal prosecutions, tracing from the sparse legislative text through the convoluted judicial history of per se illegality to its current use by the Antitrust Division of the Department of Justice in criminal cases.", "mime": "application/pdf"}, {"id": "cblr-8478", "words": "24678", "extension": ".pdf", "flesch": "49", "author": "Robert W. Emerson", "title": "Transparency in Franchising ", "date": "2021", "keywords": "action; agreement; attorney; business; business law; claims; columbia; columbia business; consumer; contract; cost; disclosure; earnings; emerson; fed; federal; franchise; franchise rule; franchising; franchisors; ftc; information; law; law review; lawyer; legalzoom; need; note; potential; regulation; relationship; review; rule; services; supra; survey; terms; trade; transparency; vol", "summary": "Even with all the horror stories, business franchises continue to exist, and prospective business franchisees often seem to be just as eager to jump into a relationship as the franchisor.227 To ensure prosperity and conformity, big business franchisors impose stringent requirements for new franchisees.228 111 State action appears to be the best way to regulate online legal service providers that sell to franchisees services which have insignificant impacts on legal outcomes.", "mime": "application/pdf"}, {"id": "cblr-8479", "words": "18035", "extension": ".pdf", "flesch": "49", "author": "Dalia T. Mitchell", "title": "Business as Usual: Hobby Lobby and the Purpose of Corporate Rights", "date": "2021", "keywords": "2:02; 6/11/2021; american; business; business law; century; corporations; court; democracy; entities; individual; law; managers; mitchell; note; power; property; public; rev; rights; shareholders; state; supra; supra note; supreme; u.s", "summary": "When, in the 1970s, the U.S. Supreme Court began granting corporations liberty rights, its decisions were informed by the managerialist paradigm; managers were empowered to determine corporate actions, including those affecting the liberty rights of others. But these same advantages also allow corporations \u201cto use \u2018resources amassed in the economic marketplace\u2019 to obtain \u2018an unfair advantage in the political marketplace,\u2019\u201d a distortion that the government had a compelling interest in preventing.236 Notably, Justice William Brennan in concurrence emphasized that the law \u201cprotect[ed] dissenting shareholders of business corporations . . .", "mime": "application/pdf"}, {"id": "cblr-8480", "words": "20009", "extension": ".pdf", "flesch": "60", "author": "Megan Hirsh", "title": "Creatures of Congress Collide: Defending FERC\u2019s Ratemaking Authority in Electric Utility Bankruptcies", "date": "2021", "keywords": "bankruptcy; bankruptcy court; co.; congress; corp; court; debtor; doctrine; electric; energy; fed; ferc; firstenergy; hirsh; jurisdiction; law; market; note; power; ppas; public; rate; rejection; supra; u.s; utility", "summary": "HIRSH \u2013 NOTE 6/13/2021 8:42 PM No. 1:296] CREATURES OF CONGRESS COLLIDE 345 courts demand that, from the rejection stage on, the district court should withdraw the reference of the bankruptcy court and assign the initial resolution of proposed modifications to FERC.246 1. Constitutional Limits on the Authority of the Bankruptcy Court To Decide Non-Bankruptcy Issues The role for FERC in electric utility bankruptcies is complicated by the fact that bankruptcy courts are not Article III courts.247 FERC, when acting as an adjudicator, also is not an Article III tribunal.248 And although bankruptcy and FERC tribunals are housed in different branches, they are both creatures of Congress. A core tenet of energy policy is contractual stability, which is why outside of bankruptcy FERC applies the stringent public-interest standard when a party seeks to unilaterally modify or 263 Baird & Casey, supra note 259, at 205 (citing RadLAX Gateway Hotel, LLC v. Amalgamated Bank, 132 S. Ct. 2065 (2012)).", "mime": "application/pdf"}, {"id": "cblr-8481", "words": "24152", "extension": ".pdf", "flesch": "57", "author": "Jordan Lieberman", "title": "Lorenzo v. SEC and the Expansion of Scheme Liability: Why Courts Should Implement a \u201cModified Creator Standard\u201d", "date": "2021", "keywords": "10b-5; action; business; court; creator; fraud; janus; justice; law; liability; liable; lieberman; litigation; lorenzo; misstatement; note; rule; scheme; scheme liability; sec; section; securities; standard; statement; supra; supra note", "summary": "254 See Langevoort, supra note 219, at 942\u201343 (noting, however, that SEC action would be insufficient if Janus is understood to interpret the Commission\u2019s statutory authority). On this view, Stoneridge is consistent with a presumption of reliance in scheme liability class actions so long as the conduct at issue is directly related to the misstatements released to the public.243 This would ensure that reliance serves as a barrier to cases where the defendant\u2019s connection to the plaintiff is too attenuated while allowing meritorious suits to go forward when a more direct connection can be found.", "mime": "application/pdf"}, {"id": "cblr-8482", "words": "19727", "extension": ".pdf", "flesch": "47", "author": "Sarah Patterson", "title": "Co-opted Cooperators : Corporate Internal Investigations and Brady v. Maryland", "date": "2021", "keywords": "brady; company; cooperation; cooperators; corporate; court; evidence; government; individual; information; investigation; law; note; patterson; prosecution; prosecutors; states; stein; supra; u.s; united; united states", "summary": "Unlike individual defendants for whom the government represents a true adversary, corporate targets of government investigation are [often] controlled by . . . . Part II of this Note provides an overview of key trends in corporate prosecution and offers a brief summary of the Brady line of cases and related rules of discovery.", "mime": "application/pdf"}, {"id": "cblr-8628", "words": "1246", "extension": ".pdf", "flesch": "53", "author": "CBLR Editorial Board", "title": "Introduction", "date": "2022", "keywords": "bus; law; markets; securities", "summary": "16 See, e.g., generally Fox et al., supra note 10. 796. 15 See, e.g., generally Greene et al., supra note 12.", "mime": "application/pdf"}, {"id": "cblr-8629", "words": "14946", "extension": ".pdf", "flesch": "53", "author": "Byung Hyun Ahn; Jill E. Fisch; Panos N. Patatoukas; Steven Davidoff Solomon", "title": "Synthetic Governance", "date": "2022", "keywords": "ahn; ahn et; board; business; class; class companies; columbia; companies; dual; et al; funds; governance; index; indexes; investment; investors; law; market; note; performance; provisions; review; stock; structures; supra; voting", "summary": "We further modify the Dual Index by implementing synthetic sunsets to highlight the value creation of dual class companies in their early years and provide * Byung Hyun Ahn is a PhD student at the University of California Berkeley, Haas School of Business; Jill E. Fisch is the Saul A. Fox Distinguished Professor of Business Law at the University of Pennsylvania Law School; Panos N. Patatoukas is an Associate Professor and the L. H. Penney Chair in Accounting at the University of California Berkeley, Haas School of Business; Steven Davidoff Solomon is Professor of Law at the University of California Berkeley, School of Law. In other words, the Dual Index imposes a synthetic sunset for dual class companies.", "mime": "application/pdf"}, {"id": "cblr-8632", "words": "16739", "extension": ".pdf", "flesch": "58", "author": "Robert P. Bartlett, III", "title": "Modernizing Odd Lot Trading", "date": "2022", "keywords": "bartlett; data; exchange; execution; improvement; lot; lot trades; market; nbbo; offer; order; price; price improvement; quotes; reg; retail; shares; trades; trading", "summary": "Across more than 3 billion trades during 2020, odd lot trades filled in non- exchange venues received ten percent less price improvement than non-odd lot trades. Overall, these estimates are consistent with the concern that the challenge of observing odd lot trade execution quality may contribute to inferior trade execution for odd lot trades in non-exchange venues.", "mime": "application/pdf"}, {"id": "cblr-8633", "words": "11511", "extension": ".pdf", "flesch": "61", "author": "William B. Chandler III; Joseph A. Grundfest; Virginia F. Milstead; Peter B. Morrison", "title": "FAQS Re: FFPS : Frequently Asked Questions About Federal Forum Provisions", "date": "2022", "keywords": "act; appeal; cal; claims; court; federal; ffp; ffps; forum; inc; law; securities; state; super", "summary": "573 led one of the authors of this article, Professor Grundfest, to propose that corporations adopt federal forum provisions (FFPs).6 These provisions, which plaintiffs prefer to call \u201cGrundfest Clauses,\u201d7 are adopted either as charter provisions or bylaws, and designate the federal courts as the exclusive forums for litigation arising under the Securities Act.8 FFPs are based on the insight that, while Cyan precludes removal as a mechanism for shifting Securities Act litigation from state to federal court, Cyan does not preclude the adoption of forum selection provisions as a substitute mechanism for causing federal Securities Act claims to be heard in federal court.9 Requiring shareholders to file solely in a federal court avoids conflicting rulings, reduces litigation expense, and 6 Joseph A. Grundfest, The Rock Ctr. 8/20/2021 6:24 PM FAQS RE: FFPS FREQUENTLY ASKED QUESTIONS ABOUT FEDERAL FORUM PROVISIONS William B. Chandler III, Joseph A. Grundfest, Virginia F. Milstead & Peter B. Morrison* Federal Forum Provisions (FFPs) direct all Securities Act litigation filed in state court to federal court.", "mime": "application/pdf"}, {"id": "cblr-8635", "words": "19465", "extension": ".pdf", "flesch": "53", "author": "Coffee, John C.", "title": "The Future of Disclosure: ESG, Common Ownership, and Systematic Risk", "date": "2022", "keywords": "business; coffee; columbia; companies; disclosure; esg; fiduciaries; fiduciary; funds; hedge; investing; investment; investors; law; market; note; ownership; portfolio; retail; review; risk; rule; sec; shareholders; stock; supra; voting", "summary": "THE FUTURE OF DISCLOSURE 619 This activism of diversified institutional investors on ESG issues contrasts sharply with their general passivity on firm- specific business issues, and this disparity can only be ex- plained in one way: diversified institutional investors are deeply concerned about whether the market is accurately in- corporating climate-change-related risks into asset prices.46 (3) Because of the high level of common ownership among diversified institutional investors, these in- vestors can potentially profit on a portfolio-wide ba- sis by taking actions that seek to reduce externali- ties.", "mime": "application/pdf"}, {"id": "cblr-8636", "words": "20393", "extension": ".pdf", "flesch": "51", "author": "Merritt B. Fox; Lawrence R. Glosten; Edward F. Greene; Sue S. Guan", "title": "Distributed Ledger Technology and the Securities Markets of the Future: A Stakeholder Survey", "date": "2022", "keywords": "blockchain; broker; business; business law; capital; columbia; columbia business; community; data; dlt; et al; exchange; fox et; interviewees; investment; investors; law; markets; member; new; note; potential; public; regulation; regulators; review; securities; securities markets; stakeholder; stock; supra; survey; system; technology; trading; vol", "summary": "DLT is an integral part of the larger revolution in computing, communication and data storage capacity that has transformed securities markets over the last few decades and promises further radical change in the years to come. [Vol. 2021 potential for DLT to transform securities markets and market structure, from the possibility of stock trading on DLT to the potential impact on intermediaries, the ordinary retail investor, and on preventing wrongdoing in the stock market.", "mime": "application/pdf"}, {"id": "cblr-8637", "words": "28928", "extension": ".pdf", "flesch": "47", "author": "Edward F. Greene; Evan S. Gabor; Sonia Katharani-Khan; Jacqueline Mijin Kang", "title": "The Need for a Comprehensive Approach to Capital Markets Regulation", "date": "2022", "keywords": "access; act; approach; business; capital; columbia; companies; company; costs; disclosure; et al; greene et; information; investment; investors; ipo; ipos; issuer; jobs; law; market; need; note; offering; public; registration; regulation; reporting; review; rule; section; securities; securities act; securities market; study; supra; supra note; u.s", "summary": "[Vol. 2021 wealth thresholds in the accredited investor definition do not directly contribute to such fraud, they can indirectly do so by allowing more unsophisticated investors into the private market.256 Amending the accredited investor definition to include investors guided by advisers held to a fiduciary standard will better address this risk than the current amendment.257 By requiring that private market investors be advised by a fiduciary, the proposal ensures that non- institutional investors are\u2014at a minimum\u2014aware of the unique risks of the private market. In the liquid public securities market, individuals can feel confident that the prices on exchanges fairly reflect the present value of expected future cash flows based on the significant amount of publicly available information without having to individually process new information as it comes in.153 In contrast, individuals cannot be certain that the prices for private market securities are \u201cfair\u201d at any given point because the lack of mandatory public disclosures and comparatively illiquid nature of private market securities make it difficult to assess an accurate \u201cmarket price\u201d for such securities.", "mime": "application/pdf"}, {"id": "cblr-8638", "words": "15342", "extension": ".pdf", "flesch": "56", "author": "Jonathan R. Macey", "title": "Securities Regulation and Class Warfare", "date": "2022", "keywords": "business; capital; class; columbia; gamestop; information; insider; investors; law; macey; markets; note; order; price; reddit; regulation; review; robinhood; securities; securities regulation; short; stock; street; supra; trading; wall", "summary": "Moreover, the saga provides further support for the view that market forces tend to make securities markets fairer, where fairness is defined as investors \u201cgetting what they pay for,\u201d rather than as investors \u201cbeating the market\u201d by earning abnormal returns. [Vol. 2021 depict the agency as tirelessly working to make the capital markets fair, orderly, and efficient.3 Regulation has not made securities markets fairer.", "mime": "application/pdf"}, {"id": "cblr-8639", "words": "14115", "extension": ".pdf", "flesch": "48", "author": "Paul G. Mahoney; Julia D. Mahoney", "title": "The New Separation of Ownership and Control: Institutional Investors and ESG", "date": "2022", "keywords": "business; climate; columbia; companies; control; disclosures; esg; fund; governance; investment; investors; law; mahoney; mahoney 8/22/2021; managers; market; new; note; ownership; pension; policy; public; review; sec; separation; state; supra; u.s", "summary": "Indeed, it appears that ESG investors may object to the status quo partly because market valuations also reflect the political barriers to dramatic policy changes. Critics have argued that, in practice, ESG funds are tech-focused funds.", "mime": "application/pdf"}, {"id": "cblr-8640", "words": "12440", "extension": ".pdf", "flesch": "57", "author": "A.C. Pritchard; Robert B. Thompson", "title": "The Future of Securities Law in the Supreme Court", "date": "2022", "keywords": "act; agency; approach; business; business law; court; federal; future; justice; laws; new; powell; pritchard; public; role; roosevelt; securities law; supreme court; thompson; u.s", "summary": "The Court also implied private causes of action for fraud under federal securities law. THE SUPREME COURT\u2019S EVOLUTION IN FEDERAL SECURITIES LAW 1933\u20132021", "mime": "application/pdf"}, {"id": "cblr-8920", "words": "25082", "extension": ".pdf", "flesch": "58", "author": "Yona A. Kornsgold", "title": "Beginner's Luck that Hertz: Bankrupt Companies and the Trap for Retail Investors", "date": "2022", "keywords": "amateur; amendment; bankruptcy; bankruptcy courts; business; columbia; companies; company stock; court; debtor; equity; finra; hertz; injunction; investors; issue; law; market; note; order; otc; review; sec; section; securities; shareholders; shares; stock; supra; trade; trading; value", "summary": "The current public and private regulatory regimes do not have the authority or desire to protect amateur investors trading bankrupt company stock. Appendix: Proposed Amendment ............................... 980 I. INTRODUCTION The Securities and Exchange Commission (SEC), whose mission is, in part, \u201cto protect investors,\u201d1 warns investors that trading in bankrupt company stock \u201cis extremely risky and is likely to lead to financial loss\u201d and that \u201c[i]n most instances, the company\u2019s plan of reorganization will cancel the existing equity shares.", "mime": "application/pdf"}, {"id": "cblr-8922", "words": "14621", "extension": ".pdf", "flesch": "50", "author": "Mary Jean Whitsell", "title": "The Second Circuit's Extraterritorial Application of the Commodity Exchange Act", "date": "2022", "keywords": "cea; circuit; commodity; conduct; court; f.3d; international; markets; morrison; parkcentral; plaintiffs; prime; second; section; transaction; u.s", "summary": "This Note argues that Prime International improperly narrowed the domestic application of CEA section 22, which grants plaintiffs a private right of action. THE SECOND CIRCUIT\u2019S EXTRATERRITORIAL 987 traders to access U.S. and foreign markets with ease.6 This Note argues that the Second Circuit in Prime International improperly narrowed the domestic application of CEA section 22, which grants plaintiffs a private right of action,7 and that courts should adopt the \u201csufficiently domestic\u201d analysis from Parkcentral Global Hub Ltd. v. Porsche Automobile Holdings.8 Part II introduces the CEA and commodities extraterritoriality law, much of which comes from securities cases.", "mime": "application/pdf"}, {"id": "cblr-8923", "words": "20261", "extension": ".pdf", "flesch": "56", "author": "Sarah Pyun", "title": "Updating the Duty to Update: Harmonizing a Continuous Duty with a Periodic Disclosure Regime", "date": "2022", "keywords": "act; business; cir; circuit; company; court; disclosure; duty; exchange; inc; information; investors; law; material; misleading; note; public; results; review; securities; statements; supra; supra note; time; u.s; update", "summary": "And, as one commentator has noted, \u201cthe main reason for truncating disclosure duties\u201d is to further \u201cthe interest of encouraging production and innovation. 95 JONI S. JACOBSEN, JENNIFER C. RYAN & LAURA A. BRAKE, DISCLOSURE DUTIES ARISING UNDER SECTION 10(B): WHEN TO CORRECT OR UPDATE 5 (2011) (footnote omitted), https://katten.com/files/upload/Disclosure_Duties_Arising_Under_Section_ 10B_When_To_Correct_Or_Update.pdf", "mime": "application/pdf"}, {"id": "cblr-9106", "words": "20500", "extension": ".pdf", "flesch": "43", "author": "John Armour; Luca Enriques; Thom Wetzer", "title": "Mandatory Corporate Climate Disclosures: Now, But How? ", "date": "2022", "keywords": "business; business law; capital; carbon; climate; climate change; climate disclosures; climate risks; columbia; columbia business; companies; costs; data; emissions; financial; firms; force; framework; information; investors; law; law review; market; note; price; pricing; reporting; review; sec; supra; supra note; task; tcfd; transition; vol", "summary": "This motivates a fundamental concern with climate risk disclosures: that issuers\u2019 lack of understanding, or differences of interpretation, of the climate trajectory might mean that disclosures about climate risk are either mis-specified, non-comparable, or both. No. 3:1085] MANDATORY CORPORATE CLIMATE DISCLOSURES 1111 cooling by the company for its own use\u201d109 (scope 2 emissions).110 France, in turn, seems to have been an early mover in the direction of requiring climate risk disclosures.", "mime": "application/pdf"}, {"id": "cblr-9107", "words": "18290", "extension": ".pdf", "flesch": "46", "author": "James D. Cox; Randall S. Thomas", "title": "The SEC's Shareholder Proposal Rule: Creating a Corporate Public Square", "date": "2022", "keywords": "act; board; business; company; corporate; corporation; directors; governance; investors; law; management; note; proposal rule; proposals; proxy; public; review; rule; sec; shareholder; shareholder proposals; square; supra; supra note; vote; voting", "summary": "Moreover, as opposed to one-off meetings with portfolio companies, voting on shareholder proposals provides both the chance to discern the views of other financial institutions and the opportunity to present a cohesive voice across a group of investors behind a recommended course of action set forth in a proposal. [for shareholder proposals], identifying excludable proposals and communicating with shareholders.\u201d).", "mime": "application/pdf"}, {"id": "cblr-9108", "words": "15079", "extension": ".pdf", "flesch": "49", "author": "Elisabeth de Fontenay; Gabriel Rauterberg", "title": "The New Public/Private Equilibrium and the Regulation of Public Companies", "date": "2022", "keywords": "act; business; capital; columbia; companies; company; corporate; disclosure; divide; firms; funds; information; investment; law; markets; note; private; public; regulation; securities; securities law; supra; supra note", "summary": "Classic debates in securities law were often predicated on the idea that public companies are a coherent class of firms that differ markedly from private companies. Most notably, (1) public-company disclosure and other regulatory burdens have increased; (2) capital raising by private firms has grown significantly;50 and (3) the requirements for when private companies must become public companies have been materially loosened.51 B. The Public/Private Divide for Funds 1.", "mime": "application/pdf"}, {"id": "cblr-9109", "words": "28854", "extension": ".pdf", "flesch": "55", "author": "Merritt B. Fox; Lawrence R. Glosten; Sue S. Guan", "title": "Spoofing and its Regulation", "date": "2022", "keywords": "act; bid; business; fox; law; limit; liquidity; manipulation; market; market manipulation; nbb; nbo; note; offer; orders; price; quote; regulation; rule; section; securities; sell; shares; spoofing; stock; supra; supra note; trading", "summary": "As our discussion of the mechanisms of the market shows, in the absence of manipulation, market prices have the remarkable quality of reflecting a large amount of information relevant to predicting an issuer\u2019s future cash flows. So, the fact that section10(b), under which Rule 10b-5 was promulgated, authorizes rules against \u201cmanipulative\u201d as well \u201cdeceptive\u201d \u201cdevice[s]\u201d argues in favor of a reading of Rule 10b-5(b) to include, as a misleading statement, a spoofer\u2019s quotes intended to move market prices.", "mime": "application/pdf"}, {"id": "cblr-9110", "words": "17558", "extension": ".pdf", "flesch": "51", "author": "Kevin S. Haeberle", "title": "The Emergence of the Actively Managed ETF", "date": "2022", "keywords": "act; arbitrage; business; e.g.; etf; etf shares; etfs; funds; information; investment; investors; law; market; nontransparent; note; portfolio; sec; securities; shares; supra; supra note; trading", "summary": "managed mutual funds hold portfolios that do not differ significantly from the relevant index-fund benchmark. . . . The Core Innovation and Its Basic Liquidity Advantage Traditionally, mutual fund investment was the dominant form of pooled investment for ordinary investors.", "mime": "application/pdf"}, {"id": "cblr-9111", "words": "8886", "extension": ".pdf", "flesch": "47", "author": "Heath P. Tarbert", "title": "Strengthening the Treasury Market ", "date": "2022", "keywords": "business; clearing; columbia; dec; group; law; liquidity; market; note; risk; securities; supra; supra note; trades; trading; treasury; treasury market; treasury securities; u.s", "summary": "cascading failures\u201d given \u201cthe systemic importance of Treasury markets.\u201d). STRENGHTENING THE TREASURY MARKET 1381 intervention, Treasury market liquidity did not normalize until mid-April 2020.75 We have now had two clear warnings about the potentially dire financial consequences that can follow dislocation and liquidity constraints in the Treasury market.", "mime": "application/pdf"}, {"id": "cblr-9112", "words": "15629", "extension": ".pdf", "flesch": "52", "author": "Charles K. Whitehead", "title": "Risky Business: Portfolio Risk, Institutional Investing, and the Securities Act ", "date": "2022", "keywords": "act; business; capital; disclosure; fund; instruments; investment; investors; market; note; portfolio; portfolio risk; public; risk; risk management; securities; securities act; shares; short; stock; supra; supra note; trading; transfer; value; var", "summary": "First, the management of portfolio risk (rather than the individual risk of a security) developed in the 1950s and 1960s.27 Second, significant growth in instruments that permit the buying and selling of risk arose in the 1970s.28 Markowitz\u2019s breakthrough laid the groundwork for fellow Nobel Prize winner William Sharpe, who is widely known for the Capital Asset Pricing Model (CAPM) of financial asset price formation.37 In application, the CAPM assists investors in calculating portfolio risk and 33 See PAUL MLADJENOVIC, STOCK INVESTING FOR DUMMIES 95 (5th ed. 2016).", "mime": "application/pdf"}, {"id": "cblr-9113", "words": "16725", "extension": ".pdf", "flesch": "45", "author": "Miguel Angel Bacigalupe", "title": "Where Was this T-Shirt Made? ", "date": "2022", "keywords": "act; bill; business; business law; cbp; chain; china; chinese; columbia; columbia business; cotton; goods; government; house; industry; labor; law; law review; merchandise; note; products; retail; review; rights; shirt; states; supply; supra; supra note; u.s; united; uyghur; xinjiang", "summary": "Id. 90 See, e.g., Rick Helfenbein, Xinjiang China \u2013 U.S. Retail\u2019s XUAR Question Has A Truly Ugly Answer, FORBES (Sept. 29, 2020), https://www.forbes.com/sites/rickhelfenbein/2020/09/29/xinjiang-chinaus- No. 3:1438] WHERE WAS THIS T-SHIRT MADE? On the other, forsaking Xinjiang cotton carries the risk of angering Chinese consumers who view \u201cthe attention on the Uyghurs as a Western plot to sabotage China\u2019s development.", "mime": "application/pdf"}, {"id": "cblr-9114", "words": "16886", "extension": ".pdf", "flesch": "46", "author": "Dan Daskal", "title": "ISS and Other Proxy Advisory Firms' Conflicts of Interest: Analyzing the Insufficiency of New Securities and Exchange Commission Rules and Guidance", "date": "2022", "keywords": "advisory; business; clients; commission; conflicts; consulting; firms; governance; interest; investment; investors; iss; note; proxy; proxy voting; recommendations; rules; services; shareholder; supra; vote; voting; voting advice", "summary": "PROXY ADVISORY FIRMS\u2019 CONFLICTS OF INTEREST 1497 and, upon request, furnish a copy of the policies and procedures to the requesting client.39 While this rule served to bolster the nascent proxy advisory market, it also imposes continued responsibilities\u2014 stemming from their fiduciary duties40\u2014on investment advisors who rely on proxy voting recommendations from proxy advisory firms. ICS markets its consulting services based on ISS voting recommendations, allowing the firm to increase profits by issuing negative recommendations for certain issuers.74 One commentator compared this to the rules \u201cbanning accounting firms from selling consulting services to companies they are auditing\u201d and called on the Commission to \u201c[p]rohibit proxy advisory firms from consulting with companies when they also make recommendations on voting issues for that company.", "mime": "application/pdf"}, {"id": "cblr-9115", "words": "21191", "extension": ".pdf", "flesch": "52", "author": "Matthew Digirolamo", "title": "Foreclosure Sales Under the UCC During the Covid-19 Pandemic: What Is Commercially Reasonable?", "date": "2022", "keywords": "collateral; commercial; court; covid-19; foreclosure; foreclosure sale; injunction; law; lenders; llc; llc v.; loan; market; mezzanine; n.y; new; note; order; pandemic; price; property; reasonableness; sale; section; security; shelbourne; supra; ucc", "summary": "Crucially, the absence of a market for mezzanine loan collateral means that lenders must dispose of their collateral at a public foreclosure auction to participate in the sale.267 Part III examined the case law addressing the commercial reasonableness of mezzanine loan foreclosure sales during the COVID-19 pandemic. Unlike mortgage loans, in which a lender exchanges loan proceeds for a security interest in real property, mezzanine loans are secured by a specialized form of collateral\u2014a pledge of equity interests in the borrower entity itself.12 Consequently, mezzanine loans are governed by the Uniform Commercial Code (UCC) rather than state real property law, allowing mezzanine lenders to hold foreclosure sales despite mortgage foreclosure restrictions.13 Such foreclosures provide lenders with a unique opportunity to acquire control over the underlying property at prices far less than fair market value.14 As a result, mezzanine loan foreclosures proliferated after March 2020.15 Mezzanine lenders customarily foreclose by conducting a public foreclosure sale of the collateral.16 Section 11 See Goldstein, supra note 7.", "mime": "application/pdf"}, {"id": "cblr-9968", "words": "28568", "extension": ".pdf", "flesch": "48", "author": "Lisa M. Fairfax", "title": "Racial Rhetoric or Reality? Cautious Optimism on the Link Between Corporate #BLM Speech and Behavior", "date": "2022", "keywords": "antiracist; article; behavior; black; board; board diversity; business; business law; color; columbia; columbia business; commitment; companies; corporate; corporations; directors; discrimination; diversity; fact; file; fortune; impact; june; law; law review; lives; matter; new; people; practices; racism; reality; research; review; rhetoric; speech; statements; supra note; vol", "summary": "[Vol. 2022 values may not be sufficient on their own to influence most behaviors.229 Corporations need to create processes and systems to support the values they express.230 In other words, research reveals that values embraced in corporate statements need to be incorporated into broader more comprehensive corporate programs and policies in order to meaningfully impact behavior.231 However, while corporate statements associated with values may not be insufficient on their own to ensure appropriate actions, they are often a vital first step in the process.232 After his comprehensive review of empirical research related to corporate value statements and codes of conduct, Professor Mark Schwartz concluded that while such statements are \u201cby no means the only necessary step,\u201d they can be \u201can important first step\u201d towards encouraging behavior.233 Some researchers and social scientists have gone so far as to say that the mere existence of a value statement may be more important than the content of the statement itself.234 This is because while such statements are not guaranteed to influence behavior, researchers insist that \u201cit is hard to imagine\u201d how particular values could be an \u201cintegral part of a company\u2019s business practices\u201d without the corporation at least adopting a statement embracing those values.235 This research supports the contention that corporate statements may have been a vital first step for influencing corporate behavior. The summer of 2022 also marks the two-year anniversary of the visible and somewhat surprising avalanche of corporate statements proclaiming solidarity with the Black community, condemning racism and bigotry, and pledging to help eradicate racist policies and practices within their own institutions.", "mime": "application/pdf"}, {"id": "cblr-9977", "words": "13138", "extension": ".pdf", "flesch": "55", "author": "William H. Rooney; Timothy G. Fleming", "title": "Time for a New Sherman Act? The Debate on Antitrust Reform in Historical Perspective", "date": "2022", "keywords": "act; antitrust; brandeis; business; competition; concentration; consumer; court; economic; law; market; new; note; press; release; review; sherman; sherman act; standard; supra; time; welfare", "summary": "The concerns are manifold and include: the power of large firms, especially tech companies, compared to labor; the perceived abilities and tendencies of tech companies to purchase and absorb potential competitors; the role that platforms play in spreading misinformation and content allegedly harmful to children and teenagers; the capacity of such firms to influence the political process; and the ability of technology platforms to censor individuals or viewpoints with which they disagree.155 Those concerns have led to a rethinking of the purpose of antitrust laws and how antitrust law can be used as a remedy. \u201d1 While the core statutes have remained largely the same, antitrust law has undergone sea changes since the late nineteenth and early twentieth centuries.", "mime": "application/pdf"}, {"id": "cblr-9979", "words": "10494", "extension": ".pdf", "flesch": "51", "author": "Fiona Scott Morton; Kartikeya Kandula; Karissa Kang", "title": "Do We Need a New Sherman Act?", "date": "2022", "keywords": "act; antitrust; business; columbia; competition; courts; econ; enforcement; firms; ftc; law; laws; market; mergers; new; note; rev; review; school; sherman; supra", "summary": "While the Klobuchar bill looks to prevent future monopolies, it is also important for antitrust laws to regulate existing monopolies\u2014the monopolies that antitrust law failed to prevent from forming in past decades. 65 principles of antitrust enforcement: that antitrust laws should protect consumers.124 If it is not intended to protect consumer welfare, the Sherman Act does not seem to have much purpose at all.", "mime": "application/pdf"}, {"id": "cblr-9980", "words": "13712", "extension": ".pdf", "flesch": "47", "author": "Joshua D. Wright; Jennifer Cascone Fauver", "title": "Antitrust Reform and the Nirvana Fallacy: The Case Against a New Sherman Act", "date": "2022", "keywords": "act; agencies; antitrust; business; competition; concentration; courts; economics; enforcement; et al; evidence; firms; increase; law; market; market power; markups; merger; power; progressives; reform; supra note", "summary": "IO economists have repeatedly established that reliable inferences about the competitive dynamics in antitrust markets cannot be derived from measures of concentration.21 Moreover, while studies show that aggregate measures of concentration and markups have increased, actual evidence on market concentration levels show concentration levels falling and an increase in firm efficiency over time.22 The authors observe that \u201calthough increasing market concentration at the national level holds broadly across all divisions, it is equally the case that concentration has steadily fallen at the ZIP code level in these divisions.", "mime": "application/pdf"}, {"id": "cblr-9981", "words": "14582", "extension": ".pdf", "flesch": "53", "author": "Jeffrey N. Gordon", "title": "The Rejected Threat of Corporate Vote Suppression: The Rise and Fall of the Anti-Activist Pill", "date": "2022", "keywords": "activist; board; business; case; columbia; contest; corporate; del; delaware; governance; inc; law; note; offer; ownership; percent; pill; proxy; review; shareholder; stock; supra; threat; value; vote; williams", "summary": "In particular, these pills seemed principally aimed not against a possible hostile bidder (the pill\u2019s original justification) but rather against shareholder activists who might challenge management\u2019s strategic or operational acumen\u2014otherwise known as anti-activist pills. The Delaware Courts\u2019 reaffirmation of the legitimating role of the shareholder franchise is particularly important now, as the set of shareholder activists expands to include ESG activists who will use director election contests to propose broader conceptions of corporate purpose and shareholder value pursuit.", "mime": "application/pdf"}, {"id": "cblr-9982", "words": "11667", "extension": ".pdf", "flesch": "57", "author": "Herbert Hovenkamp", "title": "Digital Cluster Markets", "date": "2022", "keywords": "antitrust; cluster; cluster market; demand; example; facebook; firm; ftc; hovenkamp; inc; law; market; network; note; power; products; services; supra", "summary": "Finally, the logic of cluster markets carries an implicit warning about antitrust remedies. Health Care Network, 841 F.3d 460, 473\u2013 75 (7th Cir. 2016) (finding cluster market for hospital services and permitting expert to use hypothetical monopolist test to estimate power); Omni Healthcare Inc. v. Health", "mime": "application/pdf"}, {"id": "cblr-9983", "words": "44137", "extension": ".pdf", "flesch": "45", "author": "Daniel K. Tarullo", "title": "Bank Supervision and Administrative Law", "date": "2022", "keywords": "1:279; act; actions; administrative; agencies; agency; bank; bank supervision; banking; banking agencies; banking law; board; business law; capital; columbia; comment; federal; federal reserve; financial; governors; guidance; holding; institutions; law; law review; management; model; note; notice; policy; practices; process; ratings; regulation; requirements; reserve; risk; rules; statutory; stress; supervisors; system; testing; u.s.c; vol", "summary": "No. 1:279] BANK SUPERVISION AND ADMINISTRATIVE LAW 283 review of the safety and soundness ratings assigned by supervisors was renewed as supervisory bank ratings were downgraded during and after the crisis.10 To date there have not been many judicial cases involving supervisory actions. Bank agency officials\u2014usually through line supervisors\u2014regularly provide formal or informal 265 See id. \u00a7\u00a7 93(b)(6), (d)(1)(C).", "mime": "application/pdf"}, {"id": "cblr-9984", "words": "14178", "extension": ".pdf", "flesch": "49", "author": "Keith Geddings", "title": "The Case for a Government-Authorized Self-Regulatory Organization for Commercial Litigation Funders", "date": "2022", "keywords": "alf; ass\u2019n; business; code; conduct; court; fin; firms; funders; funding; industry; law; lawsuits; litigation; litigation funders; note; organization; rules; self; states; supra; united", "summary": "No. 1:402] SELF-REGULATORY ORGANIZATION FOR LITIGATION FUNDERS 405 in the United States remains a patchwork of different state laws addressing the champerty doctrine and disclosure rules.6 On the federal level, Senator Chuck Grassley has introduced comprehensive federal regulation requiring disclosure of the involvement of litigation funders in class actions and multidistrict litigation, but the legislation has not yet made it to a vote.7 Part III addresses the impetus behind litigation funding regulation and evaluates its merits. No. 1:402] SELF-REGULATORY ORGANIZATION FOR LITIGATION FUNDERS 417 and mitigate the conflicts of interests created by the financial incentives of litigation funders.", "mime": "application/pdf"}, {"id": "cblr-9985", "words": "21159", "extension": ".pdf", "flesch": "59", "author": "Olivia Hunter", "title": "A Bankrupt Bargain", "date": "2022", "keywords": "1113(e; agreement; b.r; bankruptcy; bankruptcy court; bargaining; business; cba; cbas; code; columbia; court; debtor; effect; interim; karykeion; labor; law; nlrb; note; policy; process; rejection; statute; supra; trump; u.s.c; union", "summary": "Increasingly, Bankruptcy courts interpret the statutory provision that governs the rejection of labor contracts, \u00a7 1113 of the Bankruptcy Code, to allow for rejection of expired agreements. This Part details how the conflict persists through \u00a7 1113, and how in bankruptcy court the goals of bankruptcy often trump those of labor, to disastrous effect.", "mime": "application/pdf"}, {"id": "cblr-9986", "words": "14776", "extension": ".pdf", "flesch": "48", "author": "Yana Kogan", "title": "The Privacy Limits of Transacting in Bitcoin", "date": "2022", "keywords": "amendment; bitcoin; blockchain; court; digital; expectation; fourth; gratkowski; individual; information; law; note; party; privacy; states; supra; supra note; u.s; united", "summary": "Moreover, more than $14 billion worth of Bitcoin transactions occur each day and Bitcoin maintains close to 300,000 transaction every month. Thus, under Gratkowski, Bitcoin transactions are not afforded Fourth Amendment protection.21", "mime": "application/pdf"}, {"id": "cblr-9987", "words": "23975", "extension": ".pdf", "flesch": "43", "author": "Edoardo Saravalle", "title": "Recasting Sanctions and Anti-Money Laundering: From National Security to Unilateral Financial Regulation", "date": "2022", "keywords": "act; aml; bank; bargaining; bradford; business; business law; cft; columbia; columbia business; dollar; effect; financial; international; iran; laundering; law; law review; market; measures; money; national; new; non; note; regulation; review; rules; sanctions; security; states; supra; supra note; treasury; u.s; united; united states; use; vol", "summary": "Unlike other countries\u2019 similar measures, U.S. sanctions and AML/CFT regulations can take advantage of the structure of the global financial system and therefore reach actors abroad. No. 1:550] RECASTING SANCTIONS AND ANTI-MONEY LAUNDERING 557 less-explored factors shaping sanctions\u2019 and AML/CFT regulations\u2019 reach, including U.S. regulatory capacity and the willingness by the U.S. political class to accept the domestic costs of sanctions\u2014elements that the bargaining framework does not consider.24 But U.S. sanctions and AML/CFT rules go beyond Bradford\u2019s Brussels Effect predictions.", "mime": "application/pdf"}, {"id": "cblr-9988", "words": "13611", "extension": ".pdf", "flesch": "50", "author": "Mary Zhu", "title": "Using a CDFI-Like Program to Expand Online Lending to Minority Business Owners", "date": "2022", "keywords": "access; banks; borrowers; business; business owners; capital; cdfi; communities; community; credit; financial; income; lenders; lending; loans; minority; minority business; note; online; owners; percent; small; supra", "summary": "Part III explains how online lenders fill a gap in the credit market for small business loans by escaping the stricter requirements of bank regulation. The dollar volume of small business loans remained steady from 2017 to 2018,15 then sharply increased during the pandemic as Payment Protection Program (PPP)16 provided less information about loan terms, offered less application help by loan officers, and were less frequently handed a business card). 12 FED.", "mime": "application/pdf"}]