University of California Hastings College of the Law
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Toxic Minimalism on the “Yolo” Court: The Supreme Court’s Dangerous Muddle In First Amendment and Speech-Adjacent Law
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Debt End: The “Texas Two-Step” and the Constitution
No full textThe “Texas Two-Step” is a novel means of forcing a settlement agreement on mass-tort claimants. Corporations utilize the Two-Step bankruptcy strategy using a state law merger statute to split itself in two. One half of the corporation retains all the value, and the other half retains all the liabilities associated with the mass tort claims. The shell-company, which inherits the liabilities and then files a bankruptcy petition, uses the Bankruptcy Code’s powers to attempt a forced settlement on all current and future litigants and shield its financially healthy parent company in the process. Throughout this Note, I will survey the most significant Two-Step cases that have emerged in the last several years and argue that the Two-Step bankruptcy strategy is likely an unconstitutional use of the Bankruptcy Code. Eligibility for non-financially distressed, solvent debtors under section 109 of the Bankruptcy Code is likely unconstitutional as applied because it may (1) result in a regulatory taking; (2) deny mass tort claimants their due process rights under the Fifth Amendment; (3) qualify as a bad faith filing; and (4) exceed Congress’ power under the Bankruptcy Clause. I will also discuss how bankruptcy’s historical origins and the Framer’s intent may help inform what constitutes a bad faith bankruptcy filing. Along the way, the Note discusses the intricacies of the Bankruptcy Code in relation to these complex Two-Step bankruptcies and in relation to how bankruptcy law has changed over time
Academic Village Finance Authority Board of Directors Meeting - Open Session Book 12/06/2024
No full textMore T in ESG: Tax as a Crucial Component of ESG
No full textESG is a framework used to assess the sustainability of a company and to measure financial risk arising from potential environmental, social, and governance issues. Investors and consumers typically rely on ESG ratings generated by third-party ratings agencies to evaluate a company’s ESG quality. Critics of ESG assert that ESG ratings are misleading because neither the rating agencies nor the ESG disclosures used to generate ratings are regulated. Despite these criticisms, demand for ESG-related products has grown four-fold in the last decade, reflecting the change in societal expectations regarding corporate behavior.
Given this demand, U.S. companies have rushed to adopt ESG policies. Most of these policies, however, overlook a critical component of ESG: responsible tax practice. Furthermore, to the extent that ESG rating providers include tax in their metrics, they fail to consider responsible tax practices beyond mere tax transparency. Responsible tax practices are essential to ESG for both measuring a company’s sustainability impact and assessing a company’s financial risk, and any ESG policy or ESG rating that fails to meaningfully consider tax is incomplete. This Article analyzes the existing proposals for ESG standards and proffers suggestions to remedy the deficiency in the current ESG framework through ESG tax standards for U.S. companies