In this comment on Professors Gilson's and Schwartz' paper “Constraints on private benefits of control: Ex ante control mechanisms versus ex post transaction review,” I consider their proposal to permit contractual arrangements over private benefits of control (PBC) obtained by controlling...

Modern practice of international business requires companies to structure their corporate form into one which would be advantageous and safe for the management, growth and sustainability of business. However, when corporate structuring is used to avoid obligations of the company, the latter may...

In January 2012, amendments to California's corporate code permitted a new type of corporate form designed around for-profit entities also wishing to commit to serving a broader “social purpose” (or purposes). Although not the first state to embrace such reforms, California's experiment is...

The New Romanian Civil Code came into force on 1 October 2011. It regulates for the first time fiducia, a mechanism similar to some extent to the common law concept of trust. Fiducia is the legal relationship by which one or more settlers transfer present or future rights to one or more...

The SEC launched in 2002 enforcement actions against investors involved in PIPE (Private Investments in Public Equity) transactions. We describe the legal ramifications of this enforcement initiative, and document dramatic contemporaneous market-wide changes in the contractual structure of...

This article provides the reader with an overview on the perfection of security interest in personal property in the context of the Civil Code entered into force in Romania on 1 October 2011. The article is structured so as to briefly point out the most important modifications of the legal...

Law no.31/1990 states that, the duties of prudence and diligence, overly disputed in the legislative forum , shall lie on the trading company's administrator. Thus, according to art. 1441 of the Law, 'the members of the board of directors will exercise their term of office with loyalty in the...

Due to the principle of subsidiarity, European Union law is inherently incomplete. Hence, neither the transposition of the acquis communautaire, nor the law or impetuses coming from Brussels is a panacea to numerous real-life legal, economic or political problems not being focused upon by the...

The imputation doctrine in the common law of agency provides that knowledge of an agent acquired in the course of the agency relationship is imputed to the principal. An important exception to the imputation doctrine, known as the adverse interest exception, provides that knowledge is not...

Currently trademark bullying has become a serious concern for many small businesses that feel as though powerful corporations are abusing aggressive trademark enforcement and litigation techniques to crush genuine competition. No doubt these concerns merit the serious consideration of all...