Note: Providing Clarity for Standard of Conduct for Directors Within Benefit Corporations: Requiring Priority of a Specific Public Benefit
By Roxanne Thorelli. Full text here. One of the newest social enterprise business forms—the benefit corporation—is becoming increasingly popular throughout the United States. Since its formal beginnings in 2010, thirty states and the District of Columbia have passed benefit corporation legislation, and seven other states are currently in the process of passing legislation. The benefit corporation…
Continue ReadingNote: Economic Protectionism and Occupational Licensing Reform
By Gerald S. Kerska. Full text here. State-mandated occupational licensing laws are prevalent in the United States. Indeed, one-quarter of all Americans need a license to engage in their professions. Over the past decade, the most onerous of these regulations have come under attack in federal court for violating the Due Process and Equal Protection Clauses…
Continue ReadingThe Luxembourg Effect: Patent Boxes and the Limits of International Cooperation
By Lilian V. Faulhaber. Full text here. This Article uses patent boxes, which reduce taxes on income from patents and other IP assets, to illustrate the fact that the jurisprudence of the European Court of Justice (ECJ) has a longer reach than has previously been recognized. This Article argues that, along with having effects within the…
Continue ReadingThe Geography of Equal Protection
By Christopher R. Leslie. Full text here. This Article examines the geographic dimension of equal protection analysis. Whether a law violates the Equal Protection Clause generally depends on what level of scrutiny a court applies in reviewing that law. Laws that employ suspect classifications are subjected to heightened scrutiny. Whether a classification is suspect depends in…
Continue ReadingWhat Legal Authority Does the Fed Need During a Financial Crisis?
By Eric A. Posner. Full text here. The financial crisis of 2007–08 revealed gaps in the laws that authorize federal agencies to provide emergency liquidity support. On numerous occasions the Fed, FDIC, and Treasury acted without legal authorization, exposing them to criticism from Congress and the U.S. government to legal liability. I propose reforms that would…
Continue ReadingCoverage Information in Insurance Law
By Daniel Schwarcz. Full text here. The central goal of insurance law is to clarify, produce, and disseminate information about the scope of insurers’ coverage obligations to policyholders. This Article examines how insurance law and regulation seek to achieve these objectives, and to what ends. To do so, it distinguishes among three different types of coverage…
Continue ReadingBoard and Shareholder Power, Revisited
By Simone M. Sepe. Full text here. This Article offers a novel theory of the optimal balance of power between boards and shareholders. It does so by shedding light on the information structure of the shareholder-manager relationship, showing that shareholders face problems of adverse selection in addition to classic problems of managerial opportunism, i.e., moral hazard.…
Continue ReadingNote: Copyrighted Laws: Enabling and Preserving Access to Incorporated Private Standards
By James M. Sweeney. Full text here. Traditional laws—statutes, judicial opinions, and regulations—are not eligible for copyright protection. This principle is firmly established in over one hundred years of case law, despite the Copyright Code not expressly addressing the eligibility of laws. This has caused little controversy. In the last few decades, however, federal agencies have…
Continue ReadingNote: Embracing Ambiguity and Adopting Propriety: Using Comparative Law To Explore Avenues for Protecting the LGBT Population Under Article 7 of the Rome Statute of the International Criminal Court
By Charles Barrera Moore. Full text here. The International Criminal Court (ICC) was initially lauded for expanding the scope of crimes considered to violate international norms; however, as inclusive as the Rome Statute of the International Criminal Court has been for gender-based crimes, the ICC has yet to extend the same benefits to the lesbian,…
Continue ReadingNote: Getting Back to Basics: Recognizing and Understanding the Swing Voter on the Supreme Court of the United States
By Kristin M. McGaver. Full text here. There is an extensive history and tradition of labeling Supreme Court Justices as “swing voters” and “swing Justices.” And yet, the content of these labels remain woefully unclear. Modern uses of the terms fall on a continuum, conveying negative to positive sentiments with no clear definition. Complicating things further,…
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