Journal of Corporation Law

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from October 2006
Last Number: January 2014

University of Iowa, Journal of Corporation Law
ISSN 0360-795X

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Vol. 39 Nbr. 2, January 2014

Corporate Elections and Tactical Settlements

Once yearly, shareholders get an opportunity to vote on who shall serve on the board of directors. From time to time, these elections for board seats are contested. In a contested election, the incumbent board is exposed to the risk that a challenger might succeed in winning a seat on the board and oust the incumbent. Once a contested corporate election begins, the board of directors has limited options. Their fate is sealed and in the hands of shareholder-voters. Yet, before the voting begin...

Intellectual Property Laws for Fashion Designers Need No Embellishments: They Are Already in Style

This Article evaluates the current state of IP protection for fashion designers and argues that the current regime should remain unchanged. Part II of this Note provides an overview of the fashion design industry and the current framework for IP protections in the fashion industry. Part III analyzes case law and current proposed legislation, including a European model and the Innovation Design Protection and Piracy Prevention Act, which aim to better protect fashion design companies. Part III...

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

In modern industrialized society, many consumers possess multiple personal electronic devices that were beyond human imagination 100 years ago. This Note focuses on the social implications of sourcing materials needed to build consumer electronics from one of the most dangerous places on the planet, the Democratic Republic of the Congo (DRC). This Note begins in Part II by summarizing the long history linking resource exploitation and violence in the DRC. In Part III, this Note summarizes the...

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, offe...

The Duty to Manage Risk

To the bewilderment of many, the 2008 financial crisis resulted in few criminal prosecutions of the corporate executives whose actions, individually or collectively, caused so much harm to so many investors, employees, taxpayers, and homeowners. Following the 2001 accounting scandals, the "perp walk" became a frequent occurrence, with high-profile prosecutions ending in high-stakes sentences for high-flying corporate executives such as Bernard Ebbers, Martin Grass, Richard Scrushy, Ken Lay, a...

The Law and Economics of Scaled Equity Market Regulation

The expanding scale and scope of securities regulation has been much praised and much condemned. An accelerating countercurrent, however, has attracted far less attention. As the regulatory apparatus has grown, so too has fear that its requirements have become overly burdensome for younger and smaller firms. This Article examines the probity of regulatory dispensation for small and emerging firms through a microeconomics lens. Doing so transcends the shallow policy rhetoric and transforms the...

You Can't Hear Me Now: The Ambiguous Language of the Telecommunications Act of 1996's Tower Siting Provision

It would be a safe bet to say that anyone with a cell phone has at one time experienced poor coverage, a dropped call, or found themselves in a dead-zone (an area lacking network coverage). A variety of factors can cause these scenarios, but one such factor is a lack of a sufficiently close cellular tower. It is easy to blame a wireless carrier for failing to provide a tower in a particular geographic area, but, as this Article discusses, local governments or residents often stand in the way ...


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