{"id":4236,"date":"2016-07-31T23:44:42","date_gmt":"2016-08-01T03:44:42","guid":{"rendered":"http:\/\/journals.law.harvard.edu\/hblr\/?page_id=4236"},"modified":"2025-02-16T13:12:51","modified_gmt":"2025-02-16T18:12:51","slug":"hblr-online-volume-1","status":"publish","type":"page","link":"https:\/\/journals.law.harvard.edu\/hblr\/hblr-online-volume-1\/","title":{"rendered":"Volume 1 (2010\u20132011)"},"content":{"rendered":"
BUSINESS & CORPORATIONS<\/h5>\n

LLCS AND CORPORATIONS: A FORK IN THE ROAD IN DELAWARE?<\/strong><\/a><\/h3>\n
Joshua P. Fershee<\/em><\/h6>\n

The limited liability company (LLC) has evolved from a little used entity option to become the leading business entity of choice. The primary impetus for this change was an Internal Revenue Service (IRS) determination in 1988 that permitted pass-through tax status for a Wyoming LLC. Then, in 1997, the IRS passed its check-the-box regulations permitting LLCs (and other non-corporate entities) to simply opt-in to the benefits of partnership tax treatment. These two rulings have been viewed as having \u201chad a profound, unprecedented, and perhaps unpredictable impact on the future development of unincorporated business organizations.\u201d Since that time, some scholars argued that the LLC should be treated as a third, and separate, entity unto itself with its own developing body of law. Nonetheless, many courts have applied corporate law to LLCs with seemingly little appreciation of the differences between LLCs and corporations. That may be about to change.<\/p>\n

\n
SECURITIES & FINANCIAL REGULATION<\/h5>\n

CONTINGENT CONVERTIBLE BONDS AND BANKER COMPENSATION: POTENTIAL CONFLICTS OF INTEREST?<\/strong><\/a><\/h3>\n
Gaurav Toshniwal<\/em><\/h6>\n

Two issues related to financial regulation have received significant academic and regulatory attention since the financial crisis: Contingent Convertible Bonds (\u201cCoCos\u201d) and banker compensation. The discussion, however, has largely been silent on the interaction between the two. This brief note explores the potential conflicts that may exist in the design and implementation of CoCos because of the incentive structure created by managerial compensation. Regulators, academics and market participants will need to address these concerns in designing the regulatory framework for CoCo instruments and managerial compensation.<\/p>\n

\n
LEGAL & REGULATORY COMPLIANCE<\/h5>\n

THE AT&T ARBITRATION CLAUSE AS A REPLACEMENT FOR CLASS ACTION<\/strong><\/a><\/h3>\n
Michael Springer<\/em><\/h6>\n

Recently, the Supreme Court heard oral arguments in the suit between AT&T and Vincent and Liza Concepcion on whether the Federal Arbitration Act preempts California contract law. This case raises a policy issue that will not necessarily be answered by the Supreme Court: the efficacy of the class action lawsuit. While the class action definitely serves a significant purpose, there are other methods of solving the problem it seeks to address. In fact, the very arbitration clause the Supreme Court of California struck down as unconscionable can both serve the same function as a class action suit and do so in a manner that is arguably better for the consumer. Class action suits serve two main functions. The class action allows plaintiffs to pursue a legal claim that they otherwise would not, and the class action provides incentives for companies to behave in socially desirable ways. The first of these functions, while ostensibly served, hardly carries weight in the world today.<\/p>\n

\n
SECURITIES & FINANCIAL REGULATION<\/h5>\n

DURBIN STICKS TO GUNS, CHOOSE SLURPEES OVER CONSUMESR: AN OVERVIEW OF THE DURBIN AMENDMENT AND ITS POTENTIAL ADVERSE IMPACT ON CONSUMERS<\/strong><\/a><\/h3>\n
Brandon Gold <\/em><\/h6>\n

When the chairmen of the Federal Reserve Board and Federal Deposit Insurance Corporation and the Acting Comptroller of the Currency express doubts about a regulation designed to eliminate seventy percent of a market, and when the queen and spokeswoman of consumer financial protection, Elizabeth Warren, refuses to comment on a financial rule supposedly enacted to protect consumers, one would expect a rational legislator to, at a minimum, delay such a measure until they could properly understand its ramifications. Dick Durbin, the number two democrat in the Senate, refuses to fit that mold. Instead, Durbin, the author of the self-titled \u201cDurbin Amendment\u201d to the Dodd-Frank Act, refuses to reconsider the legislation directing the Federal Reserve to limit debit card interchange fees and threatens to filibuster any bill brought before the Senate that seeks to delay its implementation.<\/p>\n

\n
SECURITIES & FINANCIAL REGULATION<\/h5>\n

HARMONY OR CACOPHONY? A PRELIMINARY ASSESSMENT OF THE RESPONSES TO THE FINANCIAL CRISIS AT HOME AND IN THE EU<\/strong><\/a><\/h3>\n
J. Scott Colesanti <\/em><\/h6>\n

To be sure, the recent reforms to the U.S. regulatory system are far from final. Even if House Republicans do not succeed in turning back the clock, the Dodd-Frank Wall Street Reform and Consumer Protection Act (\u201cDodd-Frank\u201d) require so many studies, interpretations, and effectuating regulations that it will evade meaningful analysis for years. And while the nominally bipartisan Financial Crisis Inquiry Commission recently issued its report on causes for the financial crisis, that spirited document both spread the blame and disclosed infighting so as to cloud sufficiently any lasting impressions. Separately, the European Union\u2014tasked with confronting the same economic foes while facing its own legislative obstacle of supranationalism\u2014has issued robust rounds of Directives, Regulations, and Recommendations. Similar to efforts in the United States, the culmination of these reforms will trigger debate about business regulation on that continent for years to come.<\/p>\n

\n
SECURITIES & FINANCIAL REGULATION<\/h5>\n

IN DODD-FRANK’S SHADOW: THE DECLINING COMPETITIVENESS OF U.S PUBLIC EQUITY MARKETS<\/strong><\/a><\/h3>\n
David Daniels <\/em><\/h6>\n

As we enter into 2011, things are looking up. The Dow Jones has recently broken through 12,000 and is climbing to pre-recession heights. The economy has emerged from the greatest downturn since the Great Depression and continues to show modest growth. Unemployment is slowly decreasing. But all is not well. A potentially worrying trend that gained traction at the beginning of the millennia continues to unfold: the decline of the competitiveness of U.S. public equity markets. For example, consider the U.S. primary equity markets. In 2000, these markets attracted 54% of all global initial public offerings (IPOs)\u2014IPOs by foreign companies issued on at least one public exchange outside the company\u2019s domestic market. Similarly, foreign companies raised about 82% of the dollar value of all global IPOs on U.S. public exchanges.<\/p>\n

\n
CONSUMER PROTECTION<\/h5>\n

CONSUMER CASUALTIES?<\/strong><\/a><\/h3>\n
Amy J. Schmitz <\/em><\/h6>\n

On July 21, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank), which among other things calls for creation of the Consumer Financial Protection Bureau (CFPB) to serve as a centralized agency charged with protecting consumers from lending abuses and improper practices. The question is when and whether this agency will come to fruition\u2014or suffer as a casualty of political warfare. This CFPB has instigated a firestorm among liberals and conservatives. Liberals raise the CFPB as an engine for consumer protection from rampant lender abuses and \u201cbig bad banks.\u201d Conservatives denounce the Bureau as expensive regulatory fluff in a \u201cleftist\u201d campaign to take over private business.<\/p>\n

\n
SECURITIES & FINANCIAL REGULATION<\/h5>\n

QUESTIONING THE 500 EQUITY HOLDERS TRIGGER<\/strong><\/a><\/h3>\n
William K. Sjostrom, Jr. <\/em><\/h6>\n

An obscure provision of the Securities Exchange Act of 1934 (Exchange Act) has received unprecedented attention in recent months because of the prominent role it appears to be playing in Facebook\u2019s decision on going public. Specifically, Exchange Act Section 12(g)(1) requires any company with \u201ctotal assets exceeding [$10,000,000] and a class of equity security . . . held of record by five hundred or more . . . persons\u201d to register such security under the Exchange Act. The measurement date for these thresholds is the last day of a company\u2019s fiscal year. It then has 120 days from that date to register. Today, the practical effect of this rule is to force certain types of firms into the public markets earlier than is desirable. A shift from a shareholder-based trigger to one based on trading volume would preserve the Rule\u2019s underlying policy concerns while mitigating this unintended effect.<\/p>\n

\n
BANKRUPTCY & RESTRUCTURIING<\/h5>\n

CORPORATE REORGANIZATION AS CORPORATE REINVENTION: BORDERS AND BLOCKBUSTER IN CHAPTER 11<\/strong><\/a><\/h3>\n
Ruth Sarah Lee <\/em><\/h6>\n

At its heart, Chapter 11 is supposed to be about giving struggling businesses a new beginning, predicated on the idea that \u201ca failing business can be reshaped into a successful operation . . . a predictable creation from a people whose majority religion embraces the idea of life from death and whose central myth is the pioneer making a fresh start on the boundless prairie.\u201d However, major Chapter 11 cases filed in the past few months, and the subsequent discussions they provoked, raise a new question to peruse: how new should the new beginning be\u2014how fresh the fresh start? When a corporation vows to change its business model in order to pay back its debts and become more successful, how much is it supposed to change? Can it morph into a completely different corporation after it emerges? Corporations like Borders Group, Inc. (\u201cBorders\u201d) or Blockbuster Inc. (\u201cBlockbuster\u201d) might be making Chapter 11 the fashionable, new way to metamorphose.<\/p>\n

\n
LEGAL & REGULATORY COMPLIANCE<\/h5>\n

INJURY OR DETERRENCE: THE END OF CLASS-ACTION LITIGATION AND ITS BENEFIT TO CONSUMERS<\/strong><\/a><\/h3>\n
Jason Sherman <\/em><\/h6>\n

On November 8, The Wall Street Journal asked, \u201cIs D-Day Approaching For Class-Actions Lawsuits?\u201d The next day, the Supreme Court heard oral arguments for AT&T Mobility v. Concepcion. The lower courts held AT&T Mobility\u2019s (\u201cATTM\u201d) adhesion contract\u2019s arbitration clause unconscionable because it prevented class actions through either litigation or arbitration. However, the Federal Arbitration Act, as argued by ATTM, may preempt the finding by the lower courts, ultimately allowing corporations to use \u201cno class action\u201d clauses to shield themselves from class action litigation or arbitration. The media has mostly predicted that the case will be resolved in favor of ATTM, and as Professor Brian Fitzpatrick said, \u201cit could end class-action litigation in American as we know it.\u201d Many believe this lack of access to class action will \u201chave harmful public policy consequences\u201d that \u201cwould cut off the only meaningful method to redress widespread discrimination, fraud, or other violations of the law.\u201d<\/p>\n

\n
INVESTING & ASSET MANAGEMENT<\/h5>\n

A BRIEF HISTORY OF HEDGE FUND ADVISER REGISTRATION AND ITS CONSEQUENCES FOR PRIVATE EQUITY AND VENTURE CAPITAL ADVISERS<\/strong><\/a><\/h3>\n
William K. Sjostrom, Jr. <\/em><\/h6>\n

Historically, hedge fund advisers have not had to register under the Investment Advisers Act of 1940 (the Advisers Act) because of the private adviser exemption. This exemption applied to an investment adviser who (1) had fewer than fifteen clients during the previous twelve months, (2) did not publicly hold itself out as an investment adviser, and (3) did not advise registered investment companies. Even though a hedge fund routinely has fifteen or more investors, hedge fund advisers were able to meet the fewer than fifteen client requirement because they only had to count as clients the funds they advised (which they were careful to keep at fourteen or fewer) and not individual investors in the funds.<\/p>\n

\n
POLITICS & ECONOMICS<\/h5>\n

UNDERSTANDING THE COMMERCIAL REAL ESTATE DEBT CRISIS<\/strong><\/a><\/h3>\n
Tanya D. Marsh <\/em><\/h6>\n

The popular, if simplistic, understanding of the most recent economic crisis is that it was triggered by the bursting of an unprecedented residential real estate bubble. In this narrative, the bubble was caused by interrelated factors\u2014the irrational beliefs of homeowners that property values would continue to rise and the aggressive lending practices, which focused on maximizing the size and volume of loan originations at the expense of prudent underwriting. Although we see signs of a slow recovery, the bubble\u2019s collapse continues to have a destabilizing effect on every corner of our economy and society, from financial institutions struggling with \u201ctoxic assets\u201d on their balance sheets, to community disruption caused by residential foreclosures.<\/p>\n

\n
LEGAL & REGULATORY COMPLIANCE<\/h5>\n

CONCERTED REFUSALS TO LICENSE INTELLECTUAL PROPERTY RIGHTS<\/strong><\/a><\/h3>\n
Christina Bohannan and Herbert Hovenkamp <\/em><\/h6>\n

The Federal Circuit recently issued a patent misuse decision that has implications for both innovation policy and antitrust law. Unilateral refusals to license intellectual property rights are virtually never antitrust violations, as is true of most unilateral refusals to deal. The Patent Act provides that a unilateral refusal to license cannot constitute patent \u201cmisuse,\u201d which is a defense to an infringement suit based on the patentee\u2019s anticompetitive acts, restraints on innovation, or improper sequestering of the public domain. Concerted refusals to deal are treated much more harshly under the antitrust laws because they can facilitate collusion or, in the case of technology, keep superior products or processes off the market.<\/p>\n

\n
CORPORATE LAW & GOVERNANCE<\/h5>\n

CITIZENS UNITED AND THE NEXUS-OF-CONTRACTS PRESUMPTION<\/strong><\/a><\/h3>\n
Stefan J. Padfield <\/em><\/h6>\n

Citizens United v. Federal Election Commission has been described as \u201cone of the most important business decisions in a generation.\u201d In Citizens United, the Supreme Court of the United States invalidated section 441(b) of the Federal Election Campaign Act of 1971 as unconstitutional. That section prohibited corporations (and unions) from financing \u201celectioneering communications\u201d (speech that expressly advocates the election or defeat of a candidate) within 30 days of a primary election. The five Justices in the majority rested their holding on the assertion that \u201cGovernment may not suppress political speech on the basis of the speaker\u2019s corporate identity.\u201d In reaching this conclusion, the majority relied on a view of the corporation fundamentally as an \u201cassociation of citizens.\u201d<\/p>\n

\n
BANKING \u2022 SECURITIES & FINANCIAL REGULATION<\/h5>\n

THE COCONUNDRUM<\/strong><\/a><\/h3>\n
Frederick Ryan Castillo <\/em><\/h6>\n

Digging deeper into their analytical toolbox, policymakers, academics, and regulators are increasingly exploring whether, and to what extent, a system of contingent capital can strengthen the resilience of the banking sector. The global financial crisis unearthed fragile and troubled banks, riddled with excessive leverage, poor quality capital buffers, and liquidity problems. Because these institutions were deemed \u201ctoo big to fail,\u201d governments were forced to intervene and prop them up by way of costly, taxpayer-funded bailouts. With the benefit of hindsight, regulators are now looking at contingent capital as a potentially speedy and less costly alternative for recapitalizing banks in periods of financial distress.<\/p>\n

\n
BANKRUPTCY \u2022 SECURITIES & FINANCIAL REGULATION<\/h5>\n

ONE WAY THAT DODD-FRANK’S LIQUIDATION AUTHORITY COULD ACHIEVE PARITY WITH THE BANKRUPTCY CODE<\/strong><\/a><\/h3>\n
Harvey R. Miller and Maurice Horwitz <\/em><\/h6>\n

On October 19, 2010, the FDIC published a proposed rule governing the implementation of Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (\u201cDodd-Frank\u201d). Title II of Dodd-Frank creates an orderly liquidation authority for the resolution of systemically important financial institutions. According to the FDIC\u2019s Notice of Proposed Rulemaking Implementing Certain Orderly Liquidation Authority Provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act, \u201c[t]he liquidation rules of Title II are designed to create parity in the treatment of creditors with the Bankruptcy Code and other normally applicable insolvency laws.\u201d<\/p>\n

\n
CONSUMER PROTECTION<\/h5>\n

FINRA PROPOSED RULE CHANGE WOULD GIVE CUSTOMERS OPTION OF ALL-PUBLIC ARBITRATION PANELS<\/strong><\/a><\/h3>\n
Barbara Black <\/em><\/h6>\n

Brokerage firms customarily include in their customers\u2019 agreements a predispute arbitration agreement requiring that investors arbitrate their disputes before an arbitration panel of the Financial Industry Regulatory Authority (FINRA). Current rules governing customers\u2019 claims over $100,000 require each three-person panel to include one non-public, or industry, arbitrator in addition to one public arbitrator and one chair-qualified public arbitrator. Investor advocates long have argued that the mandatory inclusion of an arbitrator with ties to the securities industry was unfair to investors and gave the securities industry one decision-maker who would be sympathetic to its position.<\/p>\n

\n
MERGERS & ACQUISITIONS \u2022 CORPORATE LAW & GOVERNANCE<\/h5>\n

NORMALIZING MATCH RIGHTS: COMMENT ON IN RE COGENT, INC. SHAREHOLDER LITIGATION<\/strong><\/a><\/h3>\n
Brian JM Quinn <\/em><\/h6>\n

Early in October of this year the Chancery Court handed down its opinion in In re Cogent, Inc. Shareholder Litigation. In many respects, the ruling was pedestrian. Shareholders of Cogent, a Delaware corporation in the business of providing automated fingerprint identification systems, challenged management\u2019s decision to sell the corporation to the 3M Company for $10.50\/share in cash. The essence of the shareholders\u2019 challenge focused on supposed inadequacies in the sales process that, according to the plaintiffs, resulted in a breach of the directors\u2019 Revlon obligations. The shareholders further alleged that deal protections and other provisions in the merger agreement were preclusive, arguing that such provisions made it unlikely that a potential bidder lurking on the edges of the transaction might come forward.<\/p>\n

\n
TAXATION \u2022 INDUSTRY<\/h5>\n

IS THE “TAX POISON PILL” THE LAST STAND FOR PROTECTING NOLS AFTER HEALTH CARE REFORM?<\/strong><\/a><\/h3>\n
Michael R. Patrone <\/em><\/h6>\n

The Delaware Court of Chancery\u2019s recent Selectica opinion garnered substantial attention, but the court\u2019s decision upholding the tax poison pill may be of even greater importance with the passage of the Health Care and Education Reconciliation Act of 2010 (H.R. 4872)\u2014less than a month after Vice-Chancellor Noble issued his opinion. During the global economic recession, many companies accrued substantial tax losses that can be carried forward for up to twenty years and used to offset future income for federal tax purposes, called net operating loss carryforwards (\u201cNOLs\u201d). These valuable tax assets will provide substantial financial benefits for companies down the road but are vulnerable to spoilage from significant changes in company ownership.<\/p>\n

\n
CORPORATE LAW & GOVERNANCE<\/h5>\n

DISTILLING THE DEBATE ON PROXY ACCESS<\/strong><\/a><\/h3>\n
David Page <\/em><\/h6>\n

In August 2010, the SEC issued its final rule on proxy access, which gives shareholders the right to place director nominees directly on the company\u2019s proxy card, thereby sparing shareholders a large part of the expense of waging a traditional proxy contest. This rulemaking, and the SEC\u2019s subsequent decision in October to delay implementing the rule pending a challenge from the Business Roundtable, has fueled a vigorous debate on the merits of proxy access and the details of its implementation. Some of the arguments made by commentators and academics are particularly interesting and useful in framing the contours of the debate.<\/p>\n

\n
CORPORATE LAW & GOVERNANCE<\/h5>\n

THE RISE AND FALL OF THE PROXY ACCESS IDEA: A NARRATIVE<\/strong><\/a><\/h3>\n
Laurenz Vuchetich <\/em><\/h6>\n

Every person involved in the creation or exercise of any discipline tends to strive toward absolutes. Is the idea of proxy access a step closer to immaculate corporate governance? According to the most recent actions of its introducers, it is not\u2014or at least not yet.<\/p>\n","protected":false},"excerpt":{"rendered":"

BUSINESS & CORPORATIONS LLCS AND CORPORATIONS: A FORK IN THE ROAD IN DELAWARE? Joshua P. Fershee The limited liability company […]<\/p>\n","protected":false},"author":6,"featured_media":0,"parent":0,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"","meta":{"site-sidebar-layout":"default","site-content-layout":"","ast-site-content-layout":"default","site-content-style":"default","site-sidebar-style":"default","ast-global-header-display":"","ast-banner-title-visibility":"","ast-main-header-display":"","ast-hfb-above-header-display":"","ast-hfb-below-header-display":"","ast-hfb-mobile-header-display":"","site-post-title":"","ast-breadcrumbs-content":"","ast-featured-img":"","footer-sml-layout":"","ast-disable-related-posts":"","theme-transparent-header-meta":"","adv-header-id-meta":"","stick-header-meta":"","header-above-stick-meta":"","header-main-stick-meta":"","header-below-stick-meta":"","astra-migrate-meta-layouts":"default","ast-page-background-enabled":"default","ast-page-background-meta":{"desktop":{"background-color":"var(--ast-global-color-5)","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""},"tablet":{"background-color":"","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""},"mobile":{"background-color":"","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""}},"ast-content-background-meta":{"desktop":{"background-color":"var(--ast-global-color-4)","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""},"tablet":{"background-color":"var(--ast-global-color-4)","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""},"mobile":{"background-color":"var(--ast-global-color-4)","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""}},"jetpack_post_was_ever_published":false,"footnotes":""},"class_list":["post-4236","page","type-page","status-publish","hentry"],"jetpack_shortlink":"https:\/\/wp.me\/PgKEUK-16k","jetpack-related-posts":[{"id":5247,"url":"https:\/\/journals.law.harvard.edu\/hblr\/business-corporations\/","url_meta":{"origin":4236,"position":0},"title":"Business & Corporations","author":"wgu","date":"February 15, 2025","format":false,"excerpt":"VOLUME 14 \u2022 ISSUE 1 \u2022 PRINT RETHINKING COMMERCIAL LAW'S UNCERTAIN BOUNDARIES Steven L. Schwarcz Although it is an essential part of business law, commercial law has uncertain boundaries. That uncertainty creates significant legal ambiguities and inconsistencies, confusing lawyers and courts and causing misinterpretations that disrupt commerce and reduce efficiency.\u2026","rel":"","context":"Similar post","block_context":{"text":"Similar post","link":""},"img":{"alt_text":"","src":"","width":0,"height":0},"classes":[]},{"id":5148,"url":"https:\/\/journals.law.harvard.edu\/hblr\/volume-14-issue-2\/","url_meta":{"origin":4236,"position":1},"title":"Volume 14, Issue 2","author":"wgu","date":"October 24, 2024","format":false,"excerpt":"CORPORATE LAW & GOVERNANCE THE HOLDING FOREIGN COMPANIES ACCOUNTABLE (HFCA) ACT: A CRITIQUE Jesse M. Fried & Tamar Groswald Ozery The 2020 Holding Foreign Companies Accountable (HFCA) Act will force China-based firms to delist from U.S. exchanges if China fails to permit audit inspections during a two-year period. The Act\u2026","rel":"","context":"Similar post","block_context":{"text":"Similar post","link":""},"img":{"alt_text":"","src":"","width":0,"height":0},"classes":[]},{"id":4672,"url":"https:\/\/journals.law.harvard.edu\/hblr\/hblr-online-volume-9\/","url_meta":{"origin":4236,"position":2},"title":"Volume 9 (2018\u20132019)","author":"wgu","date":"May 9, 2019","format":false,"excerpt":"HUMAN RIGHTS & LABOR SAVING LIVES THROUGH SHAMING Sharon Yadin The Occupational Safety and Health Administration (OSHA) routinely employs shaming tactics toward employers, using public denunciations disseminated through social media, press releases, and online databases. These tactics, termed by the agency \u201cregulation by shaming,\u201d aim to name and shame companies\u2026","rel":"","context":"Similar post","block_context":{"text":"Similar post","link":""},"img":{"alt_text":"","src":"","width":0,"height":0},"classes":[]},{"id":3880,"url":"https:\/\/journals.law.harvard.edu\/hblr\/volume-4-issue-2\/","url_meta":{"origin":4236,"position":3},"title":"Volume 4, Issue 2 (2014)","author":"wpengine","date":"October 23, 2014","format":false,"excerpt":"FOREWORD Bart Houlahan, Jay Coen Gilbert, Andrew Kassoy CORPORATE LAW & GOVERNANCE \u2022 ENVIRONMENTAL, SOCIAL, & GOVERNANCE MAKING IT EASIER FOR DIRECTORS TO \u201cDO THE RIGHT THING\u201d? Leo E. Strine, Jr. Some scholars argue that managers should take constituencies other than stockholders into account when running a corporation, and refuse\u2026","rel":"","context":"Similar post","block_context":{"text":"Similar post","link":""},"img":{"alt_text":"","src":"","width":0,"height":0},"classes":[]},{"id":5258,"url":"https:\/\/journals.law.harvard.edu\/hblr\/corporate-law-governance\/","url_meta":{"origin":4236,"position":4},"title":"Corporate Law & Governance","author":"wgu","date":"February 15, 2025","format":false,"excerpt":"VOLUME 15 \u2022 COLUMNS THE DUAL CLASS DILEMMA AND THE SUNSET-CLAUSE SOLUTION\u00a0 Adrian Brown The desirability of dual-class stock has been a source of substantial controversy. Some scholars, commentators, and industry participants are wholly in favor of such arrangements. Others are wholly opposed. While neither of these diametrically opposed views\u2026","rel":"","context":"Similar post","block_context":{"text":"Similar post","link":""},"img":{"alt_text":"","src":"","width":0,"height":0},"classes":[]},{"id":4235,"url":"https:\/\/journals.law.harvard.edu\/hblr\/hblr-online-volume-2\/","url_meta":{"origin":4236,"position":5},"title":"Volume 2 (2011\u20132012)","author":"ehansen","date":"July 31, 2016","format":false,"excerpt":"BANKRUPTCY RESTRUCTURING SOVEREIGN DEBT UNDER LOCAL LAW: ARE RETROFIT COLLECTIVE ACTION CLAUSES EXPROPRIATORY? Melissa A. Boudreau The European sovereign debt crisis has generated a number of controversial restructuring proposals that would have seemed appropriate only for emerging markets just a few years ago, but now are among the few options\u2026","rel":"","context":"Similar post","block_context":{"text":"Similar post","link":""},"img":{"alt_text":"","src":"","width":0,"height":0},"classes":[]}],"jetpack_sharing_enabled":true,"_links":{"self":[{"href":"https:\/\/journals.law.harvard.edu\/hblr\/wp-json\/wp\/v2\/pages\/4236","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/journals.law.harvard.edu\/hblr\/wp-json\/wp\/v2\/pages"}],"about":[{"href":"https:\/\/journals.law.harvard.edu\/hblr\/wp-json\/wp\/v2\/types\/page"}],"author":[{"embeddable":true,"href":"https:\/\/journals.law.harvard.edu\/hblr\/wp-json\/wp\/v2\/users\/6"}],"replies":[{"embeddable":true,"href":"https:\/\/journals.law.harvard.edu\/hblr\/wp-json\/wp\/v2\/comments?post=4236"}],"version-history":[{"count":0,"href":"https:\/\/journals.law.harvard.edu\/hblr\/wp-json\/wp\/v2\/pages\/4236\/revisions"}],"wp:attachment":[{"href":"https:\/\/journals.law.harvard.edu\/hblr\/wp-json\/wp\/v2\/media?parent=4236"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}