• Journal of Corporation Law

University of Iowa, College of Law
Publication date:
First document:
Vol. 32 Nbr. 1, October 2006
Last document:
Vol. 39 Nbr. 4, July 2014
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  • Intellectual Property Laws for Fashion Designers Need No Embellishments: They Are Already in Style

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  • The Best of Both Worlds: Default Fiduciary Duties and Contractual Freedom in Alternative Business Entities*

    In the wake of the recent controversy in Delaware as to whether default fiduciary duties exist in alternative business entities, this Article examines why default fiduciary duties in alternative entities reflect sound legal policy at this point in time. This Article considers recent empirical data that raises serious questions as to the need for investor protections. This Article argues that the Revised Uniform Limited Liability Company Act (2006), particularly as modified by California, offers a compelling alternative to the Delaware paradigm because it offers the best of both worlds-default fiduciary duties as well as contractual freedom subject to reasonable managerial constraints. This Article recommends additional interdisciplinary research to develop legal policies that make sense...

  • The Law and Economics of Scaled Equity Market Regulation

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  • Sec Cannot Cleanse the Electronics Industry Alone: 'Blood Minerals' Mandatory Disclosure Legislation Effective Only If Applied Across the Board

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  • Securitization, Structured Finance, and Covered Bonds1

    The securitization of subprime mortgage loans is widely viewed as a root cause of the global financial crisis. In the US, there was significant government pressure on banks and other lenders to make home-mortgage loans to expand home ownership, even for risky borrowers. As a result of the fall in home prices, borrowers who were relying on refinancing for loan repayment could not refinance. Because of its role in initially triggering the global financial crisis, securitization has been villainized. But prior to the crisis, and even now, securitization is one of the primary mechanisms by which companies can obtain financing from the capital markets, bypassing high-cost intermediaries such as banks -- an approach known as &quot;disintermediation.&quot; Meanwhile securitization, properly utilized, is...

  • Poison Ivi: Compulsory Licensing and the Future of Internet Television

    Broadcast television plays a central role in modern American culture. American copyright law grants copyright owners the exclusive right to perform their works publicly. Broadcasters therefore must negotiate with the copyright owners to carry programming. Prior to the 1976 revision of the Copyright Act, cable systems escaped liability because the Supreme Court deemed these retransmissions outside the scope of the public performance right. So in this Note, Part II provides an introduction to American copyright law and traces the roots of compulsory licensing. It then discusses the introduction of compulsory licenses for cable systems. Part III analyzes the many factors affecting the modern compulsory license, including the decline of broadcast television and the growth of cable televisio...

  • How 'Suitable' Is the Language of Suitability in the Modern Era?

    In the wake of the recent financial crisis, consumer protection has become a top priority for US lawmakers. While investment advisers have a fiduciary duty to clients under the Investment Advisers Act of 1940, broker-dealers have a suitability duty under self-regulatory organization rules. Part II of this Note discusses the difference between investment advisers and broker-dealers, both in terms of the regulatory structure that governs them and the role that each plays in customers' financial lives. Finally, Part II describes broker-dealers' suitability obligation to their customers under National Association of Securities Dealers Rule 2310, the predecessor to FINRA Rule 2111. Part III analyzes FINRA Rule 2111. Part IV recommends clarifying broker-dealers' obligations further by phrasin...

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