American University Business Law Review

Articles from Vol. 2, No. 1, 2012

Can't See the Forest for the Trees: Where Does a Purchase or Sale of Securities Occur?
INTRODUCTIONWhether Justice Scalia chopped down the "judicial oak which ha[d] grown from little more than a legislative acorn"1 or cleared an entire forest of "botanically distinct tree[s]"2 when he created the transactional test in Morrison v. National...
Choose Your Own Master: Social Enterprise, Certifications, and Benefit Corporation Statutes
In the wake of the most recent financial crisis, interest in social enterprise has increased exponentially. Disillusioned with the perceived shareholder wealth focus of corporate law, entrepreneurs, investors, customers, and governments have become more...
Forward-Looking Improvements to Licensing the Next Generation of Nuclear Reactors
Nuclear regulation has faced a variety of challenges since the Atomic Energy Commission first introduced the procedure of two-step licensing, in which construction and operational licenses are issued separately to nuclear reactor developers. Since 1974,...
Is Judge Rakoff Asking for Too Much? the New Standard for Consent Judgment Settlements with the Sec
In SEC v. Citigroup Global Markets, Inc., Judge Rakoff rejected a $285 million settlement between the Securities and Exchange Commission ("SEC" or "Commission") and Citigroup. The complaint alleged that Citigroup failed to disclose its role in the selection...
L3cs: An Innovative Choice for Urban Entrepreneurs and Urban Revitalization
INTRODUCTIONSocial enterprises offer fresh ways of addressing seemingly intractable social problems, such as high levels of unemployment and poverty in economically distressed urban areas in the United States. Indeed, although social enterprises have...
Putting New Sheets on a Procrustean Bed: How Benefit Corporations Address Fiduciary Duties, the Dangers Created, and Suggestions for Change
INTRODUCTIONIn Greek myth, Procrustes, a bandit son of Poseidon, had a one-size-fitsall iron bed on which he invited passers-by to spend the night.1 Once his guests were asleep, he used his ironsmith?'s hammer to stretch them to fit the bed. If a guest...
The Next Big Thing: Flexible Purpose Corporations
INTRODUCTIONOver the past few years, jurisdictions across the country have enacted specialized organizational forms to house social enterprises. Social enterprises are entities dedicated to a blended mission of earning profits for owners and promoting...