American Business Law Journal

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Latest documents

  • Entrepreneurship and Legal Uncertainty: Unexpected Federal Trademark Registrations for Marijuana Derivatives

    Though several states have legalized marijuana use, the drug remains illegal under federal law. Not surprisingly, the United States Patent and Trademark Office (USPTO) refuses to register trademarks related to marijuana because of the federal prohibition. What is surprising, though, is the willingness to grant trademarks for cannabidiol (CBD), a marijuana derivative that is likewise expressly illegal under federal drug laws. This article explains why the USPTO's divergent treatment of trademark applications for CBD and marijuana products is legally incoherent. Additionally, when viewed from an entrepreneurial perspective, this phenomenon exemplifies how legal uncertainty breeds entrepreneurial opportunity. Specifically, the article argues that the evolving regulatory landscape for CBD and marijuana products has been and continues to be ripe for legal strategists and innovative entrepreneurs to combine forces to create competitive advantage in the emerging marijuana industry.

  • Redefining Corporate Social Responsibility in an Era of Globalization and Regulatory Hardening

    Globalization and the growth of multinational enterprises (MNEs) have been accompanied by an increasing call for corporations to take responsibility for their environmental and social impacts, and for greater corporate disclosure and transparency with regard to nonfinancial risks (collectively known as corporate social responsibility or CSR). At the same time, governments have increasingly turned to mandatory obligations for formerly voluntary CSR engagement, a trend we call the legalization of CSR. This article analyzes the “hardening” and legalization of CSR, and considers what this process tells us about norms and assumptions regarding the social responsibility of firms in the United States and around the world. Through our analysis of corporate trends, regulations, and case law from the United States, European Union, China, and India, we argue that the process of legalization and redefinition of CSR through a shareholder primacy lens may, troublingly, undermine the very notion of CSR. In the face of these trends, this article concludes with a redefinition of CSR that includes an express commitment to corporations’ social and ethical responsibility to society.

  • The Firm and Common Pool Resource Theory: Understanding the Rise of Benefit Corporations

    In September 2015, the crowdfunding site Kickstarter announced that it would adopt a new corporate form, that of a benefit corporation. Kickstarter is far from alone in this decision; in fact, it joined a growing list of tech firms that are moving toward adopting a benefit corporation designation. The result of the legal movement is that corporate governance across the nation may be changing, impacting everything from business ethics training to board decision making, with potentially wide‐ranging implications for the economy, environment, and civil society. Despite its growing popularity, though, the rationale behind the emergence of benefit corporations is an understudied question. In this article, we argue that benefit incorporation affects the very nature of the corporation by creating corporate common pool resources (CPRs) and that the CPR theory provides a way to understand the puzzle and future of the movement. This approach is important because it resituates the conversation, from a narrow view of the effect of the legislation on traditional corporate concepts to a broader view of the impact of the legislation. Furthermore, we consider the benefit corporation through the lens of Professor Elinor Ostrom's design principles, offering a unique perspective through which to analyze if the designs of state statutes and implementation by business entities meet criteria that would predict successful governance of the benefit corporation CPR.

  • Issue Information
  • The United Kingdom Right to Request as a Model for Flexible Work in the European Union

    Flexible work, the practice of giving employees some control over their working time, can transform the modern workplace. Once the province of scattered national legislation, the European Union is now considering the inclusion of flextime rights in the Working Time Directive (WTD), the leading EU legislation related to work time. In this article, we propose that the European Commission should adopt a right to request flexible work as part of the WTD. Adoption of the right to request flexible work would significantly alleviate the challenges employees face in maintaining work–life balance. The right to request flexible work can also provide benefits to employers by increasing employee loyalty and productivity. Finally, adoption of the right to request flexible work into the WTD would improve the overall effectiveness of the EU's employment law framework in an increasingly fast‐paced and competitive society.

  • In Defense of a Federally Mandated Disclosure System: Observing Pre–Securities Act Prospectuses
  • Editor's Corner
  • Issue Information
  • Nudging Corporate Compliance
  • Redeeming Extraterritorial Bribery and Corruption Laws

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