Commercial Law
Xuan-Thao Nguyen, In the Name of Patent Stewardship: The Federal Circuit's Overreach into Commercial Law
While the U.S. Court of Appeals for the Federal Circuit has admirably commandeered its stewardship of patent law—Congress bestowed the Federal Circuit with exclusive jurisdiction over patent appeals since 1982—the court has unabashedly extended its reach, unwelcomed, into commercial law. Camouflaged in the name of patent stewardship, the Federal Circuit’s foray into commercial law has […]
Lee Harris, CEO Retention
Again and again, economists, corporate law scholars, and Congress have turned to reforms, such as executive compensation reforms, as a solution to executive misbehavior. The root of the evil, they muse, is skyhigh pay with only a flimsy connection to managerial performance. If CEO pay can only be rejiggered on the front end and tied to performance, the argument goes, […]
Brett McDonnell, Dampening Financial Regulatory Cycles
Financial regulation should be countercyclical, strengthening during speculative booms to contain excessive leverage and loosening following crises so as to not limit credit extension in hard times. And yet, financial regulation in fact tends to be procyclical, strengthening following crises and loosening during booms. This Article considers competing descriptive and normative analyses of that procyclical tendency. All of the models and […]
Todd J. Zywicki, The Economics and Regulation of Network Branded Prepaid Cards
One of the fastest growing sectors of the consumer payments marketplace is the general-purpose reloadable prepaid card sector. Their importance accelerated as a consequence of new regulations enacted in the wake of the 2008 financial crisis. This increased use of prepaid cards also increased angst among regulators, especially regarding the number and size of fees on prepaid cards. State and […]
Naomi Harlin Goodno, When the Commerce Clause Goes International: A Proposed Legal Framework for the Foreign Commerce Clause
The world is becoming a smaller place. Technology and the Internet have made global travel and communication easier, quicker, and more common. Novel legal issues arise every day to deal with this modern interconnected world. How does the law address these new problems? Congress is allowed “[t]o regulate Commerce with foreign Nations, and among the […]
Jessica Erickson, The New Professional Plaintiffs in Shareholder Litigation
In 1995, Congress solved the problem of professional plaintiffs in shareholder litigation—or so it thought. The Private Securities Litigation Reform Act (PSLRA) was designed to end the influence of shareholder plaintiffs who had little or no connection to the underlying suit. Yet it may have failed to accomplish its goal. In the wake of the […]
George W. Dent, Jr., Corporate Governance: The Swedish Solution
The optimal allocation of authority among executives, directors, and shareholders of public companies has been debated as long as there have been public companies, and the issue now seems further from resolution than ever. In recent years Sweden has changed its corporate governance system by delegating the nomination of corporate directors (and thus, in effect, […]
Andrew C.W. Lund, Compensation as Signaling
Why do scholars and activists pay such close attention to how executive compensation is structured? Appropriate pay structure has traditionally been seen as a mechanism for reducing agency costs imposed on public firms by managers. But as that view has lost explanatory power in recent years, the intense focus on executive pay structure has become […]
Courtney Gaughan, Some More Watters, Please: The Dodd-Frank Act's New Preemption Standards Lighten Consumers' Wallets
63 Fla. L. Rev. 1459 (2011)| | | | The Dodd-Frank Wall Street Reform and Consumer Protection Act precipitates innumerable changes that will both directly and indirectly shape the future of the financial industry. This Note addresses two important subsets of the Dodd-Frank Act- Section 1044 and Section 1046-which vitiate the authority of federally chartered […]
Jeffrey Manns, Building Better Bailouts: The Case for a Long-Term Investment Approach
63 Fla. L. Rev. 1349 (2011)| | | | The Article seeks to fill a crucial gap in the Dodd-Frank Wall Street Reform and Consumer Protection Act: the failure to create a framework for dealing with future financial bailouts. It argues that the federal government’s ad hoc, “break even” approach to the recent bailouts not […]
Jennifer S. Martin, Adapting U.C.C. § 2-615 Excuse for Civilian-Military Contractors in Wartime
61 Fla. L. Rev. 99 (2009) | | | | ABSTRACT :: When should a civilian seller of goods who delays delivery or cancels altogether under a wartime contract be able to claim excuse under U.C.C. Article 2? The unprecedented extent of the U.S. military’s use of contractors abroad calls for a rethinking of U.C.C. […]
Julia Patterson Forrester, Still Crazy After All These Years: The Absolute Assignment Of Rents In Mortgage Loan Transactions
59 Fla. L. Rev. 487 (2007) | | | | ABSTRACT :: This Article explores the problems caused by the absolute assignment of rents in mortgage loan transactions, which have continued for more than a century, and discusses possible solutions. Rents are a significant part of the security for loans secured by income-producing properties such […]
Samantha K. Graff, State Taxation of Online Tobacco Sales: Circumventing the Archaic Bright Line Penned by Quill
58 Fla. L. Rev. 375 (2006) | | | | INTRODUCTION :: Over the past decade, the Internet has become an increasingly popular shopping destination for cigarette buyers. A 1997 survey identified thirteen online cigarette vendors, and today that number has multiplied to over 700. The online market for cigarettes thrives on the anonymity and […]
Simon A. Rodell, Antitrust Law: The Fall of The Morton Salt Rule in Secondary-Line Price Discrimination Cases
58 Fla. L. Rev. 967 (2006) | | | | TEXT :: Petitioner manufactures and sells custom-made heavy-duty trucks. Respondent and other Volvo dealers bid on sales to specific retail customers. In preparing bids, Respondent and other dealers routinely ask Petitioner for wholesale price concessions, which Petitioner grants selectively. Respondent sued in district court under […]