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Advanced Appellate Advocacy Seminar
No full textThe seminar is presented by the Court of Appeals for Cuyahoga County and Eighth Appellate District and is hosted by Case Western Reserve University School of Law
Dual Fiduciaries: Unicorns, Corporate Law and the New Frontier
Get PDFLegal and regulatory structures influence the shift in equities in the United States from public markets to private markets, entrepreneurial opportunities and new firm formation. There is a rise in the number of “unicorn” firms, which are privately held venture-capital backed startups that are valued at $1 billion or more. The number of unicorns in the United States and overseas has grown exponentially over the last few years. This chapter discusses the rise of the unicorns and with it the increasing importance of corporate governance and fiduciary duties. There are new vertical and horizontal conflicts among common and preferred shareholders that corporate law scholars, practitioners and judges will have to grapple with
Justifying Business Trusts
No full textBusiness trusts have been and will continue to be an integral part of the United States economy, especially because of the emerging dominance of index funds, which are often organized as business trusts. Remarkably, although corporations have been the subject of thousands of articles, articles on business trusts number in the dozens, which leaves gaping holes in the existing literature that need to be filled. This piece sets out to answer the question of whether business trusts should exist at all, or whether they are unnecessarily redundant of the corporate form. Based on various economic principles, this Article demonstrates the importance of preserving and nurturing business trusts and their common-law underpinnings because of the importance of diversification in investment and reducing systemic risk, the efficiency that regulatory competition and the common law produce, and the need to respect the knowledge that spontaneous order systems—such as the common law—impart. Because business trusts are common-law corporations, the question underlying this Article is whether the differences between corporations and business trusts matter. Based on the economic justifications contained in this article, the answer to that question is an unequivocal “yes.
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