Emory Corporate Governance and Accountability Review

Volume 4Issue 2
Law & Innovation Issue
Essays

Crowd-Fundamentals: Balancing Rapidly Advancing Crowdfunding Innovation with Protections for Consumers

Zachary Fialkow | 4 Emory Corp. Governance & Accountability Rev. 391 (2017)

Inspired by the proliferation of online crowdfunding sites and projects, Zachary Fialkow decided to look deeper into how law intersects with this particular type of innovation. What Filakow found was a revolutionary set of ideas hampered by legislative and judicial hangups. For example, equity crowdfunding, whereby small-time investors can buy equity in burgeoning companies, can bring power to people in a way previously unheard of. However, the same laws permitting equity crowdfunding in the U.S. are also preventing it from being truly useful, involving unfavorable funding limits and complex regulations. In addition, rewards-based crowdfuning, of Kickstarter and Indiegogo fame, are simpler to use and less regulated, but also leave open great vulnerabilities to fraud. In fact, unlike equity crowdfuning, rewards-based crowdfunding could use more governmental regulation. Fialkow argues that balancing this need for consumer protection with the need for businesses to operate freely is key to ensuring online crowdfunding’s viability in the future.

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Broadband in the Age of Pai: The Past, Present, and Future of the Internet

Christian Haman | 4 Emory Corp. Governance & Accountability Rev. 407 (2017)

The internet has undergone significant changes since its inception. One of President Trump’s first actions after being sworn in was to make Ajit Pai Chairman of the FCC. In doing so, President Trump ensured that the nature of the internet will continue to change. This Paper initially explores the history of the FCC’s internet regulations, including the legislation and court rulings which changed the scope of the FCC’s authority. Net neutrality, which is the principle that all lawful internet content should be treated equally by internet service providers, is contextualized and justified using several modern examples of net neutrality violations. Next, the history of net neutrality is recounted, so that the differing views that FCC regulators have had on the scope and content of internet regulations can be better understood. After that, Chairman Pai’s disagreements with other FCC commissioners are analyzed, because disagreements among commissioners might foreshadow changes in policy.

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Removing Corporate Money from Politics

Kyle Landrigan | 4 Emory Corp. Governance & Accountability Rev. 427 (2017)

Around one hundred years ago President Theodore Roosevelt took the first step to ban corporations from making contributions in relation to federal elections. Over the next century, Congress would pass many laws in furtherance of this goal. As the Congress would pass these laws, the Court would be pressed to review the constitutionality of these bans. What developed was a constant back-and-forth between these two branches, one passing laws and the other striking down. If the fear of corporate involvement leading to corruption in the government is well-grounded, because the Court struck down the ban on corporate expenditures the ball is back in the court of the Congress to make the next move. In Citizens United v. FEC, the Court held unconstitutional laws that banned corporations from making independent expenditures. This Essay explores a possible next move the Congress could take in removing corporate money from federal elections.

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Devils in the Details: An Essay Examining the Significance of Jurisdictional Default Rules in the Mergers and Acquisitions Context

Adrian Szycowski | 4 Emory Corp. Governance & Accountability Rev. 441 (2017)

Merger and acquisition deals are complex multi-party transactions that may require years, millions of dollars, and large teams of accountants, bankers, and lawyers to close. Unfortunately, many of these transactions never reach that stage. In an effort to understand these multifaceted deals, Adrian Szycowski analyzes one of the many factors in a M&A deal. Using state statutes, case opinions, law journal articles, law firm client alerts, and other sources, Szycowski examines the interplay of jurisdictional default rules with common contract provisions found in every M&A deal. After setting a brief foundation of mergers and acquisitions, Szycowski reviews how Delaware, New York, and California approach and treat sandbagging, waiver of jury trial, and non-compete provisions. He also puts forward several alternative theories to help explain the discrepancy in the approaches of the aforementioned jurisdictions. Ultimately, Szycowski finds that Delaware and New York are generally pro-buyer jurisdictions while California is pro-seller/pro-worker.

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