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English Company Law: Legal Architecture for a Global Law Market
No full textEnglish-architecture company law describes the distinct and diverse group of company or corporate law used in more than 60 jurisdictions worldwide. English-architecture company law provides a robust platform for innovation and development due to its permissive structure, opportunity for choice of law in an entity’s internal governance, and scalability permitting variation for small and large entities. It is the dominant form among International Financial Centers (IFCs), many of which have legal systems with a British connection. This body of law responds to competition and maintains dynamism by engaging its practice community through “learning by doing” and “frictioneering.” An architecture approach permits a broader review of developments in company law that more closely captures the reality of global law practice. The IFC experience of climbing the value chain from tax arbitrage to provide solutions for entities or structures left out in the corporate law of larger jurisdictions provides a useful global governance model to maintain normative, jurisprudential, and regulatory coherence even as it responds to more specialized and unanticipated needs. This Article explores what makes English-architecture company law so successful and how IFCs use it to compete in the global law market
Collusive Foreclosure Sales: The Forgotten Legacy of \u3ci\u3eNorthern Pacific v. Boyd\u3c/i\u3e
No full textIn BFP v. Resolution Trust Corp. (1994), the Supreme Court ruled that mortgage foreclosures could not be fraudulent conveyances – unless the foreclosure was “collusive.” It gave no clue what made mortgage foreclosures collusive. But in 1913, the Supreme Court defined collusive mortgage foreclosures in a famous railroad receivership case – Northern Pacific R. Co. v. Boyd. Boyd is usually thought to be the origin of the absolute priority rule in bankruptcy reorganization. Actually, it was a mortgage foreclosure sale. What made the sale collusive is that some of the shareholders of the defaulting railroad were also the shareholders of the new corporation formed to buy the assets of the defaulting railroad. The case is usually thought to be a fraudulent conveyance case. (Justice Willam O. Douglas thought so.) But it’s not. It is a case of piercing the corporate veil between the defaulting railroad and the buying railroad. Piercing the veil is inconsistent with a fraudulent conveyance theory. Furthermore, the court in Boyd did not need to pierce the veil. The plaintiff in the case (Boyd) was a secured creditor with an equitable lien on the sold assets, and the buying railroad (along with its purchase money secured lender) were bad faith purchasers subject to the lien. This was so even though the mortgage foreclosure was no fraudulent conveyance. It seems to be the case that bankruptcy’s absolute priority rule was borne in a manger lined with judicial error. Boyd lives on in state law under the name of “mere continuation” of a corporate entity
Windfall Taxes: The New Trend the United States Refuses to Take Part In
No full textRussia’s invasion of Ukraine in 2022 resulted in a significant burden on Europe in regard to their energy sector. As a result of this conflict and the European Union’s (“EU”) subsequent restriction of oil and coal from Russia to the EU, the prices of the energy supply as a whole increased. However, companies in the EU were responsible for replacing much of the materials and energy that were once imported from Russia.
This post was originally published on the Cardozo International & Comparative Law Review on June 20, 2024. The original post can be accessed via the Archived Link button above
“Red Soles” and Search Engines: Louboutin Trademark Lawsuit Proves ChatGPT is Unreliable Evidence of Secondary Meaning
No full textAcross the globe, high fashion fans recognize “red-soled” shoes as “more than a [mere] color. It’s an attitude.” Christian Louboutin “turned his trademark [red] shade into a[n] internationally recognized symbol of luxury[,] … passion, power, sensuality, love, vitality, and a certain stylish insouciance à la française.” Christian Louboutin created his eponymous brand in 1993, and the French designer has filed trademark applications for its “RED SOLE” mark in numerous countries, including “France, Mexico, Singapore, New Zealand, Australia, the [United States], Moldova, the Philippines, Cambodia, Laos, Brunei, Indonesia, Morocco, Bahrain, Chile, Israel, Switzerland, Vietnam, Malaysia, and India.” Given Louboutin’s global presence, it is no surprise that the brand “has filed numerous [trademark infringement actions] in several jurisdictions,” often litigating its trade dress rights over the “RED SOLE” mark.
This post was originally published on the Cardozo International & Comparative Law Review on May 2, 2024. The original post can be accessed via the Archived Link button above
The Shadow of the Law of the Police
No full textA review of Shielded: How the Police Became Untouchable. By Joanna Schwartz
Disability, Race, and Health Beyond the Carceral State
No full textA review of Embodied Injustice: Race, Disability, and Health. By Mary Crossley
Implementing Age-Related Triage Protocols
No full textAssociate Dean Buck published Implementing Age-Related Triage Protocols, a review of a 2023 health law article entitled Age Is More Than Just a Number, on Jotwell (“The Journal of Things We Like (Lots)”), on July 18, 2024. The reviewed article, authored by Professor Jessica Mantel (Houston), grapples with and reexamines care triage protocols in the wake of the COVID-19 pandemic
