• Selected
• Entire List

Abstract:
This paper explores whether the modern corporate governance model is sustainable. For many, particularly large, corporations, there is a separation between ownership and management, with an emphasis by management on short-term gains at the expense of long-term sustainability. This paper explores the role of corporate directors, particularly vis-à-vis shareholders, from an interdisciplinary perspective, analyzing legal case law as well as legal, management, and finance literature. This paper then explores emerging trends in expanding notions of corporate governance that incorporate concerns beyond just shareholders, recognizing the interrelationship between business and society. It is suggested that in order to remain viable and competitive, corporations need to normalize longer views of sustainability that encompass numerous stakeholders, rather than simply trying to maximize profits during the current quarter.

corporate governance, corporations, social corporate responsibility, sustainability, triple bottom line

Abstract:
There has been a significant convergence of communications approaches on the Internet: individuals have embraced the Internet as a medium to share ideas and opinions. Contemporaneously, marketers are embracing peer promotions, sometimes stealthily, to enhance the marketing of their products. The emergence of information sharing platforms on the Internet, particularly blogs and social networking sites, has allowed buzz and stealth marketing to flourish; marketers have discovered the Internet is an excellent interactive medium to promote goods and services. This article examines legal issues associated with online buzz; particularly stealth marketing, the Federal Trade Commission’s newly revised guidelines to regulate online marketing efforts, and the obstacles the Commission may face in implementing and enforcing the guidelines. This article concludes with proposed solutions to those obstacles, with the goal that the Commission will be able to effectively regulate against deceptive online marketing efforts without unduly stifling speech on the Internet.

commercial speech, online marketing, Communications Decency Act immunity, deceptive trade practices

Abstract:
This article explores the developing phenomenon of the ongoing collection and dissemination of personal identifying information (PII): first, explaining the nature and form of PII, including the consequences of its collection; second, exploring one of the greatest threats associated with data collection - unauthorized disclosure due to data breaches, including an overview of state and federal legislative reactions to the threats of data breaches and identity theft; third, discussing common law and constitutional privacy protections regarding the collection of personal information, revealing that United States privacy laws provide very little protection to individuals; and fourth, examining current practices by online commercial enterprises regarding privacy policy disclosure and conduct. This section reveals that there is almost no legal regulation of online privacy policies. This paper concludes that new, stronger laws are required to protect individuals regarding the collection and dissemination of their PII. A model law is therefore proposed to address those areas where PII protection is lacking.

online privacy, privacy policies, e-commerce law

Abstract:
This Article argues that the difficulties associated with understanding and applying rights to privacy in modern America, and its near extinction, particularly for employees, are a direct result of the conceptual approach used to determine whether a legal right to privacy exists. This approach was formally adopted in the latter part of the twentieth century and it makes privacy protection dependent upon any given situation, determined by whether there is a reasonable expectation of privacy for that given situation. This makes the current right to privacy in the United States contextual, fluid, and easily subject to elimination. One of the greatest impacts on one’s expectation of privacy - and, hence, one’s right to privacy - is technology. In most cases, technology has eroded expectations of privacy - and, consequently, one's right to privacy. As employees spend more time at the workplace, and spend more time working at home, using increasingly advanced technology with greater frequency, the dichotomy of privacy protection between the highly protected home and the less-protected workplace begins to break down. Employees, for the most part, are unable to bring the stronger home-based privacy protections into work while, at the same time, employer interests begin to intrude upon the sanctity of the home. This Article argues that as more workers bring their work into their home and private lives, "workplace" restrictions on privacy will erode the one last bastion of privacy - one's home. Thus the concern is no longer limited to "workplace privacy" but employee privacy. This Article concludes that what few remaining privacy rights United States employees enjoy are in serious jeopardy, and recommendations are presented to re-establish employee privacy, particularly in the home.

Privacy, workplace privacy

Abstract:
The purpose of U.S. securities laws is to protect investors by requiring full disclosure on the part of the issuers of securities. The intent is to increase the efficiency and integrity of the nation’s capital markets by ensuring that all material information is publicly available. Thus, the laws were created and have been amended to provide legal redress for investors who were not provided with sufficient information to make a reasoned decision. In most respects, these laws presume relative naïveté on the part of the investors and relative knowledge and power on the part of the issuers.

There is evidence suggesting, however, that in the sphere of new ventures, the balance of power may be tipped in favor of the investors and away from the issuers. Indeed, it is often the case that entrepreneurs, though expert in their substantive field, tend to be naïve in financial and business matters. Investors, particularly venture capitalists, on the other hand, tend to be experienced and knowledgeable in financial matters. In these circumstances, there was a threat that securities laws could exacerbate the power imbalance in favor of the investors and leave the entrepreneurs vulnerable to unfair dealing. Specifically, because of the tenuous financial position of new ventures, any heavy-handedness on the part of investors could kill the venture, regardless of the merits of the investors’ claims. Indeed, any threat of litigation, regardless of how spurious, could paralyze a new venture.

This article first examines the current research regarding control mechanisms used by investors in new ventures and conflicts that arise between investors and entrepreneurs. The legal environment associated with private securities litigation is then examined in detail. Specifically, this article examines court interpretations of the language within the Private Securities Litigation Reform Act regarding allegations of fraud; finding that the Act, though intended to address other perceived abuses, may actually benefit entrepreneurs accused of securities fraud in new venture financing. This article then briefly examines additional non-legal attributes that may also favor entrepreneurs when dealing with new venture financiers.

securities litigation

Abstract:
This paper considers the legal, ethical and cultural factors that must be addressed in evaluating the appropriateness of employing electronic surveillance (ES) in varying international contexts. It critically evaluates the rationale that underlies the use of ES in a variety of settings and types of organisations. It suggests guidelines for the adoption and use of ES and potential directions for future research.