Black Metropolis Research Consortium
University of Chicago Law School: Chicago UnboundNot a member yet
22435 research outputs found
Sort by
SPACs and PIPEs as Efficient Tools for Corporate Growth
Get PDFSpecial Purpose Acquisition Companies, or SPACs, have come to play a large role in bringing together small and large investors in the acquisition and expansion of private companies. A pessimistic version of this relatively recent alternative to conventional initial public offerings (IPOs), and other methods of investing in companies ready to expand, is that clever sharks take advantage of overly optimistic and ill-informed small investors. This Article offers a very different view. It shows that small investors need someone to locate good investment opportunities, and then often also benefit if another well-informed party can credibly vouch for the entity that claims to have found a good target. It also suggests the development of other means of vouching for parties that claim to have found worthy targets for investment.
The analysis focuses first on SPACs that have recently arisen to play the important role of finding targets and then on PIPEs (Private Investor(s) in Public Equity) that serve the role of evaluating and certifying those SPACs. Each of these is rewarded for what it does along the “financing chain.” SPACs and PIPEs are to be welcomed rather than feared. Small investors would benefit from knowing when and at what prices potential PIPEs turned down deals, and they might benefit if SPAC founders earned lower rewards as the period during which they have use of investors’ funds comes towards an end. The discussion shows how these problems are related to those found in other markets, such as the information consumers can (and cannot) derive from knowledge about a large purchase that preceded them. Hertz’s purchase of a Toyota, and Warren Buffett’s purchase of stock, is not terribly different from a PIPE’s purchase of a SPAC.
This Article also suggests alternatives to SPACs that might arise with a little help from changes in law. Prediction markets could aggregate information possessed by many small parties. SPACs themselves, or yet other providers, might offer insurance against the possibility of a target whose bad quality can be detected only with factfinding that is difficult for dispersed, small investors to obtain. Finally, the analysis suggests that SPACs represent a new way of dealing with strategic investors who hold-out for more than their fair share of a discovery
Screening Meaning
Get PDFTrademark law exists to promote competition. If consumers know which companies are responsible for which products, they can more easily find the products they actually want to purchase, and companies will have incentives to cultivate reputations for high quality. Trademark law has long treated “source significance”—the fact that a particular trademark is identified with a particular producer—as both necessary and sufficient for establishing a valid trademark. That is, trademark law has traditionally viewed source significance as the only necessary precondition for a trademark being pro-competitive. In this paper, we establish that this equation of source significance and pro-competitiveness is misguided. Some marks use words and images that are so closely connected with the product being branded that giving just one firm a monopoly over those words and images provides that firm with a meaningful competitive advantage—an artificial advantage granted by the state. This problem becomes worse as the number of firms producing (and branding) a type of product increases.
The more words cordoned off by trademark law, the more trouble a new entrant will have in describing or attracting attention to its product. Trademark law is thus being hijacked by strategic firms for anti-competitive purposes. Traditional doctrinal tools are inadequate to address this problem because the goal is to limit the number of such trademarks rather than eliminate them completely. However, costly screens could be used to impose a form of congestion pricing on trademarks, eliminating them in all but the most worthwhile cases. In this paper, we develop a theory of the anti-competitive nature of certain trademark rules. We then propose a series of overlapping doctrinal rules and costly screens to address the problem of rampant anti-competitive trademarks
Foreign Dictators in U.S. Court
Get PDFIt’s almost impossible to sue a foreign government in U.S. courts. The Foreign Sovereign Immunities Act, the court-created “act of state” doctrine, and other common- law immunities shield foreign officials and governments from most lawsuits. For instance, courts have dismissed claims against China, Cuba, Venezuela, and Russia over allegations of torture, detentions, and election interference. Yet foreign governments have unfettered access to U.S. courts as plaintiffs. And foreign dictatorships— including Russia, China, Turkey, and Venezuela—have leveraged this access to harass political dissidents, critics, and even newspapers in the United States. These doctrines create an asymmetry at the heart of this Article: foreign dictators and their proxies can access our courts as plaintiffs to harass their opponents, but their regimes are, in turn, immune from lawsuits here.
This Article exposes that asymmetry and argues that U.S. courts and Congress should make it harder for foreign dictators to abuse our legal system. This Article offers three novel contributions. First, this Article provides the first systematic assessment of foreign dictatorships in U.S. courts. While much of the literature is siloed by area of substantive law—focusing on contexts like human rights or property expropriations—this Article treats dictators as a transsubstantive category of litigants, worthy of special analysis. Second, this Article exposes how foreign dictators are increasingly taking advantage of U.S. courts and comity doctrines, especially as plaintiffs. In a misguided effort to promote harmonious foreign relations, courts have provided foreign dictators an array of protections and privileges, which dictators are eagerly exploiting. Finally, this Article demonstrates that there is no historical, constitutional, or statutory obligation on U.S. courts to give foreign dictators these legal protections and unfettered access to our courts. Because of that, I offer four concrete proposals to both stymie dictators’ access to U.S. courts as plaintiffs— through a proposed foreign sovereign anti-SLAPP statute—and weaken the protections that dictators enjoy as defendants. Simply stated, U.S. courts should not be instruments of foreign authoritarian oppression
Barbed Wire Fences: The Structural Violence of Education Law
Get PDFIn this Essay, I argue that, in urban metros like Chicago, poor Black children are victims of not just gun violence but also the structural violence of systemic educational stratification. Structural violence occurs in the context of domination, where poor Black children are marginalized and isolated, vulnerable to lifelong sub-ordination across many domains. Specifically, I argue that U.S. education policy subjects poor Black children to the violence of intergenerational subordination by trapping children behind residential barbed wire fences, starving their schools of necessary resources, and abusively dangling powerless community control
The Corruption of the Pardon Power
Get PDFThis Article shows how the pardon power has been corrupted over the past forty years. It begins with a brief history of federal clemency. Throughout this history, presidents gave weight to the views of prosecutors and judges and afforded politicians considerable influence. Nevertheless, until well into the twentieth century, presidents liberally granted clemency to both prisoners and ex-offenders who, after completing their sentences, sought to erase their convictions.
In the early 1930s, as parole became a common means of releasing prisoners, the use of clemency to release prisoners declined. The abolition of parole in the 1980s, however, brought no revival of clemency. To the contrary, sentence commutations continued to fall and came close to the vanishing point. For the first time in its history, the United States had no functioning mechanism for releasing prisoners prior to the expiration of their sentences, and the federal prison population burgeoned. The last two years of the Obama administration did see a brief departure from this pattern.
As the front door to clemency closed, a back door opened. Presidents who emphasized how little sympathy they had for criminals took a different view when the criminals were people they knew. This Article describes troubling pardons granted by Presidents Reagan, George H. W. Bush, Clinton, and George W. Bush. The Article focuses primarily, however, on the clemency granted by President Trump. While thousands of clemency applications remained unresolved, Trump granted clemency to potential witnesses against him, political supporters, personal friends, people with political constituencies, rap stars, abusive law enforcement officers, war criminals, and people whose applications were championed by movie stars, professional athletes, and Fox News commentators. The Article describes many of Trump’s pardons and commutations. It concludes by asking whether the Framers erred by granting a nearly unfettered power to the president
Organizations with Power-Hungry Agents
No full textWe analyze a model of hierarchies in organizations in which neither decisions nor the delegation of decisions is contractible and in which power-hungry agents derive a private benefit from making decisions. Two distinct agency problems arise and interact: subordinates make more biased decisions (which favors adding more hierarchical layers), but uninformed superiors may fail to delegate (which favors removing layers). A designer may remove intermediate layers of the hierarchy (eliminate middle managers) or flatten an organization by removing top layers (eliminate top managers). We show that stronger preferences for power result in smaller, less-integrated hierarchies. Our key insight is that hoarding of decision rights is especially severe at the top of the hierarchy
