Notice & Comment

Author: Guest Author

Notice & Comment

Implementing International Rules: How Agencies Put Cross-Border Agreements to Work, by Kathleen Claussen

Earlier this summer, the international trade community celebrated reaching agreement around several topics at the World Trade Organization (WTO) in Geneva. After many years of stagnation in negotiations, the WTO demonstrated its continued relevance in the development of shared rules and principles related to international commerce. Now the member countries must take these agreements home […]

Bulletin

The SPAC Trap: How SPACs Disable Indirect Investor Protection

This Essay is part of Bulletin’s symposium on special purpose acquisition companies (SPACs). Please click here for an introduction by Professor John Morley putting the 2020 SPAC boom and the regulatory reform agenda into context. Introduction A remarkable fact about modern U.S. securities markets is that most public securities can be safely bought and held by investors who […]

Notice & Comment

A MODERN DEMOCRATIC STATE, IF WE CAN KEEP IT: Response to Commentators in the Symposium on New Democracy: The Creation of the Modern American State, by William J. Novak

*This is the twelfth and final post in a symposium on William Novak’s New Democracy: The Creation of the Modern American State. For other posts in the series, click here. It is truly an honor to have my new book New Democracy serve as the vehicle for these 12 diverse, thoughtful, and fully engaged commentaries on […]

Notice & Comment

The GILTI Gambit: How Proposed International Tax Changes Leave American Corporations and the U.S. Tax Base Out to Dry, by Sam Hampton Sturgis

Today’s is not the economy of years past. Gone are the days when tried-and-true manufacturing and a steady, patriotic gusto were enough to ensure an American company’s success; to thrive in the modern market, large companies must maintain a well-organized, nearly prescient process of tax structuring and avoidance. Enter the global scale, and the process […]

Print Edition

Presidential Transitions: The New Rules

The Trump Administration was unusually aggressive in using an obscure set of tools to undo the Obama Administration’s regulatory legacy: Congressional Review Act disapprovals, requests that courts hold in abeyance pending cases challenging Obama-era regulations, and suspensions of final regulations. These actions could be seen as part of the Trump Administration norm-breaking approach to regulatory […]

Print Edition

Cost-Based California Effects

The “California Effect” is a recurring trope in discussions about regulatory interdependence. This effect predicts that businesses active in multiple jurisdictions sometimes adopt the strictest regulatory standards that they face in any jurisdiction globally, even if the jurisdiction’s law does not require global compliance. As the argument goes, California Effects often occur because firms find […]

Print Edition

Hidden Agendas in Shareholder Voting

Nothing in either corporate or securities law requires companies to notify investors what they will be voting on before the record date for a shareholder meeting. We show that, overwhelmingly, they do not. The result is “hidden agendas”: for 88% of shareholder votes, investors cannot find out what they will be voting on before the […]

Print Edition

Democratizing Behavioral Economics

Behavioral law and economics (“BLE”)—arising from the insight that people make recognizable, systematic mistakes—has revolutionized policymaking. For example, in governments around the world, including the US, teams of experts seek to harness these insights, promising to do things like increase retirement savings. But there is a problem: economic experts do not look or think like […]

Print Edition

The Dual-Class Spectrum

The debate over dual-class companies is longstanding and ongoing. However, scholars and regulators generally treat the question of whether a company is dual class as a binary one. If a company grants certain shareholders a separate class of stock with disproportionate voting rights, then the company is treated as a dual-class company. A company with […]

Print Edition

Propertizing Environmental Attributes

Tangible environmental resources such as land and water have been the object of property rights and traded in markets for millennia. In a development largely unnoticed by legal scholars, technology now allows a new class of environmental resources that are much harder to see and touch to be measured and potentially sold—environmental attributes. Some of […]

Notice & Comment

New Democracy and the Problem of Legislative Discretion, by Jane Manners

*This is the eleventh post in a symposium on William Novak’s New Democracy: The Creation of the Modern American State. For other posts in the series, click here. Thomas Cooley is only a minor figure in Bill Novak’s field-shaping book New Democracy: The Creation of the Modern American State. A chief justice of the Michigan Supreme […]

Print Edition

Why Robinhood Is Not a Fiduciary

This Note examines the theoretical and practical limitations of regulating broker-dealers under a fiduciary-duty paradigm. Drawing on a recent example of fiduciary regulation of broker-dealers in Massachusetts, as well as recent literature on the theoretical underpinnings of fiduciary relationships, this Note argues that fintech broker-dealers like Robinhood lack the elements of “discretion” and “best interest” […]

Notice & Comment

The (Re)New(ing) Democracy and Cyclical Forms and Substance of Regulatory Governance, by Orly Lobel

*This is the tenth post in a symposium on William Novak’s New Democracy: The Creation of the Modern American State. For other posts in the series, click here. Novak’s New Democracy is a dazzling historical blueprint of progressive reform with utmost pressing relevance for our immediate future. The story of the New Deal as a paradigm […]

Notice & Comment

Industrial Policy, Warfighting, and the Creation of the Modern American State, by Ganesh Sitaraman

*This is the eighth post in a symposium on William Novak’s New Democracy: The Creation of the Modern American State. For other posts in the series, click here. Bill Novak has written a terrific book, filled with important contributions. Three big ones stand out. The first appears in his conclusion, titled “the myth of the New […]