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Topic: Corporate Law

The Body, Incorporated

Saru M. Matambanadzo | Article

Listen to Professor Matambanadzo discuss The Body, Incorporated.

Legal personhood has become a contested issue for individuals of all political persuasions. Some activists seek to expand the boundaries of legal personhood to include fetuses, human tissue, or even animals. Other activists, however, have sought to limit the community of legal persons by expelling one long-recognized group: corporations. Since the United States Supreme Court decided Citizens United v. Federal Election Commission in 2010, a variety of activists, artists, entertainers, and political commentators have claimed that corporate personhood should be severely limited or completely eliminated.

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Bailouts and the Potential for Distortion of Federal Criminal Law: Industrial Espionage and Beyond

Robert E. Wagner | Article

This Article reveals previously neglected and disconcerting consequences that government participation in corporate ownership can have on American criminal law, and it illustrates these problems by establishing how the recent bailout could influence criminal enforcement. The Article shows how the model of cost allocation developed by Guido Calabresi and based on Ronald Coase’s work can apply in the context of the criminal law and specifically economic crimes. The argument in this Article then demonstrates how the government’s purchase of corporate shares through the implementation of the Troubled Asset Relief Program (TARP) causes inefficiencies and inequalities in the criminal law, including [...]

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Devil inside the Deal: An Examination of Louisiana Noncompete Agreements in Business Acquisitions

Albert O. “Chip” Saulsbury, IV | Article

In a noncompete agreement, one party agrees with another to refrain from engaging in a particular line of business or from soliciting customers of another person. Buyers in business acquisitions seek these covenants because sellers, when not restricted by an enforceable noncompete agreement, can destroy the value of the business sold through their own competitive acts. Over the past twenty years, Louisiana courts have inappropriately applied the “strong public policy” requiring strict construction of noncompete agreements in the employment context to all noncompete agreements, including those executed ancillary to the sale of a business. The application of this policy is [...]

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Beyond Profit: Rethinking Corporate Social Responsibility and Greenwashing After the BP Oil Disaster

Miriam A. Cherry & Judd F. Sneirson | Symposium

The explosion of the BP-leased Deepwater Horizon and subsequent oil spill stand as an indictment not just of our national energy priorities and environmental law enforcement; they equally represent a failure of Anglo-American corporate law and what passes for corporate social responsibility in business today. Using BP and the disaster as a compelling case study, this Article examines green marketing and corporate governance and identifies elements of each that encourage firms to engage only superficially in corporate social responsibility yet trumpet those efforts to eager consumers and investors. This Article then proposes reforms and protections designed to increase corporate social [...]

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