Blockchain transactions are international by nature: each transaction can lead to a potential conflict between the laws of different States. The lack of uniform private law rules adopted at the international level makes it necessary to apply private international law rules to blockchain transactions in order to identify the situations in which a State offers the protection of its courts (jurisdiction), which law is applicable to the transactions (choice of law), and which conditions must be met for the judgment to have legal effect abroad (recognition and enforcement of foreign judgments). These three issues will be examined to determine whether existing conflict-of-law rules offer satisfying solutions for blockchain transactions. Proposals of necessary adaptations to improve legal security in the digital economy will then be made.
In honor of the seventy-fifth anniversary of The Business Lawyer (TBL), we reviewed the roughly 400 papers published in TBL on secured transactions since inception, in 1946. We find that, while TBL has always provided excellent coverage of secured credit, earlier works were more likely to focus on questions of policy than those published more recently, which tend to be more technical. This is curious, both because secured transactions have been the subject of sometimes ferocious academic debates in other journals about their distributive effects, and because TBL often includes policy-oriented scholarship in other business-law fields (e.g., corporate governance). We argue that TBL should actively seek papers on secured credit policy, in part because technologies like distributed ledgers may threaten to render all secured transactions . .. academic.
We explore the governance mechanisms of decentralized organization drawing on an empirical study of the open source blockchain project Ethereum. We identify three classes of governance mechanisms: control, coordination, and realignment, and compare governance praxis in centralized and decentralized organizations. The findings point to governing action through mutually affective processes between stakeholders and the organization as an emergent whole, in which we map articulations of governance to the process-ontological concepts code and territory. This informs a philosophical interpretation in which governing action is understood as both coding/decoding of norms and practices, and territorializing/deterritorializing of organizational boundaries through perceived shared notions of identity. We argue that interpretations of governance mechanisms in near-autonomous or stigmergic forms of a decentralized organization require a theoretical taxonomy emphasizing process over structure.
Blockchain, the distributed ledger technology underlying cryptocurrencies like Bitcoin, is poised to revolutionize industries and processes across disciplines. In particular, government agencies and companies are looking for ways to leverage blockchainâs efficiencies to facilitate safe record-keeping. Municipalities are employing blockchain-issued deeds to accurately record property ownership. Progressive legal professionals are employing blockchainissued âsmart-contractsâ to more accurately record contract terms. Intellectual property attorneys and related government agencies are researching blockchain-issued copyrights and patents. This Note examines how utilizing blockchain technology in securities trading to maintain accurate stockholder ledgers will allow for current market forces to be reflected in stockholder voting. Further, this Note seeks to address how blockchain-issued shares of stock could affect stockholder approved mergers and the exercise of appraisal rights. This Note posits that accurate stockholder ledgers will lead to an increase in stockholder approved mergers, but will not have an effect on the exercise of appraisal rights.
Relationships of parent and subsidiary (one corporation owns all or a controlling amount of stock in another) and common ownership (the same individual, entity, or cohesive group owns a controlling interest in a number of corporations) create what are commonly referred to as corporate groups or affiliated corporations. Laws in numerous fields, including, of course, corporate law, as well as bankruptcy,1 civil procedure,2 tax,3 financial reporting,4 antitrust,5 employment,6 bank regulation,7 and the like, confront issues raised by corporate groups. An attempt to present the law governing corporate groups in the United States covering all these fields is hampered by the fact that there is no cohesive law of corporate groups in the United States. Each area of law has its own definition of the ties between corporations necessary to trigger various rules. In some instances, as for example with the corporate laws protecting minority shareholders or creditors, triggering rules relevant to parent or controlling shareholder status involves a fact-intense, case-by-case evaluation of actual control over the board or company.8 In other instances, as for example under the Internal Revenue Code provisions entitling affiliated corporations to file consolidated federal income tax returns,9 statutes set bright-line numerical tests based upon ownership of a set percentage of voting power and value of stock by one corporation in another.10 Moreover, the impact of triggering rules applicable to groups of companies in any given area of law depends upon the particular rule and area of law involved. Hence, allowing affiliated corporations to file consolidated income tax returns does not mean the corporations are liable for each otherâs debts. Nor, given the disparate concerns and policies raised by corporate groups in these different areas of law, should the same criteria or impacts necessarily apply. The lack of any cohesive law of corporate groups in the United States means that attempting to cover the treatment of corporate groups under all of the various potentially relevant laws in the United States would entail either writing a treatise11 or settling for an unhelpful exercise in superficiality. Accordingly, this Report takes a narrower approach, which focuses on two central challenges presented by corporate groups. A minimum goal for corporate law is to prevent parties controlling a corporation from misappropriating the companyâs earnings and assets (âtunnelingâ12) or otherwise taking advantage of minority shareholders. The often-abused power of parents and controlling shareholders to exploit subsidiaries and controlled corporations in corporate groups and the minority shareholders in such companies create particular hazards in this regard. A second minimum goal for corporate law is to prevent the abuse of limited liability through tunneling, deception of creditors, and excessive externalization of risk. Again, corporate groups, with their prospect for isolating liabilities in some companies in the group and assets in others, create particular hazards in this regard. These two concerns provide the focus for this Report. Unlike the law in some nations, corporate laws in the United Statesâwhich are largely state, not federal, law, and consist of corporation statutes and judicially developed (common law) doctrinesâgenerally do not have statutory provisions or judicial doctrines designed especially for corporate groups. In terms of corporate governance, this means that parent corporations and controlling shareholders have no specific authority to on or their subsidiaries or controlled corporations. their power as a of their voting control over the on the subsidiary or controlled board of which has the statutory power to the this same lack of specific provisions for corporate groups, corporate in the United States minority shareholders and from the by corporate groups through the of to shareholders in parent corporations from through statutes in the United States subsidiaries from voting stock own in their parent companies and other controlling shareholders in corporate groups a of corporate earnings and assets to the of minority shareholders through with the corporation or by the stock of minority shareholders in their to prevent parent corporations and other controlling shareholders from misappropriating income or assets through with their subsidiaries or controlled corporations. The United States well on this is a of and rules. to the of minority shareholders in the United States is the judicial of and other controlling shareholder by the in the United States the rule challenges by shareholders to by corporate and as to what the rule there is that the for to to in other have the under the rule with The to of the rule the involves a of interest for some or all board or for parties controlling board In this shareholders or a to the in the United States the in the this of the to a that the corporation as a as would have from a a that the of judicial over board should upon the that one the to for the not with the various or other affiliated of interest triggering the the rule a of all or controlling shareholder a between the interest of the parent or controlling shareholder and the interest of the minority shareholders. 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controlling shareholders or parent corporations a and the to their with controlled corporations or the involves a by the controlled or not a the controlling shareholder or parent as a on a by a or controlled board of in the for in with a parent corporation or other controlling shareholder a of interest for the to trigger the is the for the a of in which in the United States a for the with a parent or other controlling one the of or of or other subsidiaries of for have a of interest of their financial interest their from as well as to for interest in any with The in a different which to common in the United States and has The as a that the of board not these upon this the in that the parent a in its with the In other a parent corporation or other controlling shareholder the of to the corporation and to all the shareholders the parent or controlling shareholder what the board not are controlled by the the corporation is to for the corporation and all of its and board such to under the approach, a as to the parent corporation or other shareholder or the board of in the United States that ownership of a of the voting stock or control over the in some the in the United States as with a in which the shareholder with the corporation owns a not an of the voting stock are These and upon their specific in the United States have in some to that with shareholders voting these shareholders the on the in other have control with of the voting to this of control is the of some in the United States to in a of a the of with parent corporations and the does not of the and control the is of the of the The an example of this of evaluation of the of with controlling shareholders. is a corporation with stock on the A a stock a of the in In to its to the and in one a for on corporate the rule in the United States (the the to a corporation and its minority corporate law In other is the law of the subsidiary or controlled of not the which for of to the subsidiary and the shareholders under 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impact shareholders lack the to a between the corporation and its parent or controlling shareholder the or controlling of the shareholders in of the of the minority in the United States have that a of the minority is not for a with a parent corporation or controlling shareholder to some have a of for the impact of such a by that the to the to that the is the to the to the in this the to the to the is to the to the is the of the of in The for not to a of the minority is that minority shareholders for a with a parent corporation or controlling shareholder not well of the minority shareholders the In a the its to of the minority In the that the of and of the by a of by a of the minority shareholders the of for a from to the by a of the minority shareholders to have a impact on the of or the of the or the parent or controlling shareholder and the minority shareholders all the from the that the one of is with an of In to the minority shareholders under that the not does not of their the in 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same in the same the and the in the the rule to of a the the with no of the or the amount of as not the for of Moreover, as the not to any corporate from which for the to the not to under the the in interest not to to the the minimum of with that not have the minimum In this the that to that not have or have the In other under the which in a of that the is the this under the is the of in through in a The that stock with a over in for value the to the of the the to the not by some value in by their financial by that the The not such to the a of and by which have the presented by a of their the by that the an to the financial to that the to the between the of the stock and by the which the not for the of rules for minority shareholders with to shareholders that would rules. in the United States are to by minority shareholders. with in which parents or other controlling shareholders from their subsidiaries or controlled in the United States from allowing any minority no the in the to a for the subsidiary or controlled in the United States various the of which is the that the in the should not to the corporation should the is referred to as the the to set in the either that the a upon the board to and that the should the to do or that would to the board to the should the to do the is the for a in that a of the have their of and should not the should is of the to the that should not the corporation should the parent or shareholder the and is of in an with the subsidiary or controlled corporation is to allowing a shareholder to to the is a minority shareholder to an the rule in the United States the to the in a of the is in the the a in of the all the to by of such in the the same judicial for on this parent corporations and controlling shareholders minority shareholders to corporate law in the United States protecting minority shareholders in this companies and other controlling shareholders have means for minority shareholders to their the common of which in the 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In the that corporate are a in the of an of that the to in a of the in which the The is that to corporate in in the United States that have no to of corporate such as of shareholders to and of and to other for to corporate and shareholder and In to the to or the like, in the United States under one of the for that the have or stock not of of and in to the that the corporation the no or of its under of the that there is such of interest and ownership the corporation and the that the of the corporation and the no this of corporation in the has a of its are controlled by In a there a number of in in a corporation with a or that what the corporation is to control by one to not corporations would to provide limited such control with or the like, what does control does to to a corporation as a from its controlling one means and in which are to of corporate this a the to liable the to In other the or the and to the control or of interest the the should liable the control over the corporation to corporate or and not liable shareholders not this or should should a with shareholders are with corporate groups. an owns all or a of a voting is to this the corporation is would to a and the Hence, to in or to this should a not a parent corporation through its or other of the parent corporation are or of the is the parent control and for any or to by such the parent voting control the in all the and the and the is for the parent to to based upon or to based upon the that the or other the are for the A these in a of corporate groups is an attempt to an corporation liable for corporation in which the of the In an in a United States federal of the or based upon the of to that of the of subsidiary in the United States. the subsidiary and in the United States to in of the which not to in the United States through which not its with that from no assets in the United States and the to the to their in assets in the United which to the attempt to to the United States of the federal of or to the to that the control over The of the provide limited the by the as or the does not that the some have of The of to this the that control over not the of In this the that do not the of and that the two corporations and In this the amount of control over the amount of control that the in an to its is to to the for its with in this with the rules governing in federal to either or to the necessary control on its The or law is in the United States over the rule which law should have to an or the law of the in which the by the The in the parties to and to control or a with the and of control or in the in this Report. a to that parent corporations in abuse of limited liability and by a of between parent and is in the upon which a in which would have that there no or not assets to the of creditors, with or with to cover
Bitcoin can be thought of as the first prototypical decentralized autonomous organization (DAO). It created a network-based ecosystem of participants who contributed computational power toward a singular goal. In Bitcoin, the distributed protocol providing a financial service and rewarding miners became a rudimentary decentralized organization. In this chapter, we talk about more complex and full DAOs made in Aragon. Aragon (https://aragon.one/) is a decentralized application (DApp) that lets anyone create and manage different kinds of organizations (nongovernmental organizations [NGOs], nonprofits, foundations) on the Ethereum blockchain. Creating a DAO requires numerous steps and originally it was more difficult to implement in Ethereum. However, Aragon implements all the basic features of an organization in a base template that is deployed whenever a user instantiates a company. Most of the traditional features such as a cap table, voting, fundraising, and accounting are offered in Aragon as a decentralized counterpart to run on the blockchain. In addition, an Aragon company can be customized to a very granular extent and extended using new modules that can be added to a companyâs existing smart contracts. Aragon enables different organizations to be built on the blockchain, and one interesting use case integrates identity using a two-way verification scheme with Keybase. We talk about how the Keybase to Aragon peg functions to provide identity services in the context of a decentralized system. We also briefly go over the Aragon kernel, which is essentially a task manager with subroutines that ensure smooth communication within an organization, among its members, and in the underlying blockchain.
Andrew Campbell, Sven Kunisch, GĂźnter MĂźllerâStewens
At too many large companies, corporate functions like HR and IT don't get enough strategic direction from the CEO. Four basic steps can help.
Few CEOs give enough direction to the heads of their corporate-level functions. That's the conclusion of a survey we conducted of more than 50 function heads at some of Europe's leading companies. We are referring here to larger companies in which corporate-level functions such as finance, human resources, information technology, strategy, purchasing and legal provide policies, controls and services to decentralized operating divisions. Fortunately, some CEOs have found ways to address the problem.
In our survey, fewer than one in 10 function heads felt they had received sufficient guidance on how their function should contribute to the company's overall strategy. Instead, they were expected to develop their own ideas and functional strategies.
The Supreme Court (hereinafter the Court) decision 93 nu 13162 (rendered on April 15, 1994) is about a case where a corporation (hereinafter the Corporation) established in Hong Kong moved its office to the Netherlands. In this decision, however, the Court decided that the Corporation was not a resident in the Netherlands as defined under the Korea - Netherlands Tax Treaty (hereinafter the Treaty) on grounds that its of effective was not located in the Netherlands. This decision is one of the rare cases where the Court actually dealt with interpretation of tax and probably the first and only case thus far where the Court issued an opinion on a transaction that could be called treaty shopping. In addition, the Court imposed on the taxpayer the burden of proof as to its eligibility to benefits, which is an exception to the general rule that the burden of proof in a tax litigation is in principle on the tax authorities, and ruled that, in this case, the appellant did not sufficiently fulfill its burden of proof. In the opinion, this decision accurately confirmed one of the basic principles regarding the interpretation of tax treaties, that the provisions of the Dutch domestic tax law is the controlling criteria as to the residence requirement which is the very first test for anyone to be eligible for benefits. Accordingly, the Court stated that the Dutch domestic tax law consider any corporation with its of effective as being resided in the Netherlands. The Court then interpreted the term place of effective management as the where its substantial business operation is conducted and its decisions are made. However, it was erroneous for the Court to raise such irrelevant facts that the Corporation had no fixed office or employee, or that the amount of the directors' fees were very small to support its decision. Nevertheless, we can easily understand that it would have been difficult for the Court to decide otherwise in this case, where the Dutch Ministry of Finance had never replied to the inquiry made by the Korean National Tax Service as to whether the Corporation was indeed a Dutch resident. As to the issue of burden of proof, it also seems plausible to put it on the side of taxpayer when benefits are at stake, because here it is clear that the relevant evidences are usually under the control of the taxpayers rather than the tax authorities. However, we should note that it may be too harsh a conclusion to put the obligation to pay the tax on the withholding agent when it had no means to easily identify whether it had any such obligation at the moment of payment and when the transaction has already been closed and it has fulfilled its contractual obligation to make the payment long before the tax assessment.
Oil and Gas (MIC: 14.2 SIC: 381 NAIC: 13111) Helmerich & Payne is engaged in contract drilling of oil and gas wells for others. Co. is also engaged in the ownership, development, and operation of commercial real estate. Co. is organized into two separate autonomous operating entities being contract drilling and real estate. Both businesses operate independently of the other. Both the contract drilling and real estate businesses are conducted through wholly-owned subsidiaries. Operating decentralization is balanced by a centralized finance division, which handles all accounting, data processing, budgeting, insurance, cash management, and related activities.
Reviews the process of creating an economy dominated by the private sector, discussing the entry by new private businessâparticularly, the privatization of state-owned firms, farms, housing, and commercial real estateâand analyzing why different approaches to ownership change and divestiture can be associated with positive economic results. Different countries will launch privatization at different moments, but once adopted, firms and farms transitioning from central planning need major restructuring of their production and reorientation of their incentives. Entities that face strict financial discipline and competition and have clear ownership will most likely undertake the needed restructuring or exit, leaving room for new and better firms. In the short run, financial discipline can be fostered through stabilization and liberalization measures, but in the long run, decentralizedâpreferably privateâproperty rights and supporting institutions need to sustain financial discipline, respond to market-oriented incentives, and provide alternative forms of corporate finance and governance.
THE knot connecting the ILWU and PMA is a complicated one. Keeping the living agreement alive involves doing more than following contractual formalities. For the bargain to live and be jointly kept, private agendas are publicly presented as reciprocated efforts. The two sides try to look like they give as well as take, even when they do not. The union and PMA therefore do more than create contractual language to live with. They also cultivate a relationship in which each side can live with the other. When the appearance of reciprocity is not maintained, one side appears disadvantaged. At this point, living agreements die and defensible disobedience is no longer possible. Making the ILWUâPMA relationship work, therefore, means that the agreement must be kept alive in another sense: The impression of cooperation must be maintained even when one side takes advantage of the other. Expressed differently, a fiction must be established for the relationship to live. Constructing this social fiction is a selfconscious process; it is deliberate and two-sided. Each side is involved in making the illusions joint creations. The fiction is produced in a number of observable ways. CREATING THE ILLUSION OF NEGOTIATION One example emerged during contract talks. Coastwide negotiations began in May and concluded in the middle of July. However, because the ILWU is a decentralized organization and locals are relatively autonomous, the contract is not signed until working rules are negotiated for each port.
In Germany, small firms are financed chiefly by small banks, which are grouped into two systems: the savings banks (Sparkassen) and the credit cooperatives. The government actively supports the financing of investments in small industry - especially business start-ups. The author explains how small firms are financed in Germany. The author contends that small and meduim-size firms contribute a lot to the German economy. Small firms are not subject to the control institutions - such as supervisory board seats, proxy voting and equity holdings - that shape the relationships between large firms and large banks. The author also points out that small banks, which are part of a decentralized market structure, over come imperfections in the financial market by building institutions that supersede the market mechanism. The savings bank and credit cooperatives systems have each developed an internal capital, not unlike those within large banks operating nationwide. Only central institutions participate in the domestic money market, to place the system's excess liquidity or to raise funds to cover the systems deficits. Also, the funding programs of the government banks can be seen as a refinancing mechanism that especially helps small banks. The same is true for rediscountable trade bills.
In this paper, we argue that discussion of worker participation in decisionâmaking is very limited in its usefulness unless the analysis looks at the structure of decisionâmaking, particularly in terms of centralization, in the organization concerned. The issues of worker participation are not instructive per se . If there is decentralization, it may assist the effectiveness of participation structures at lower levels, but the problem remains of the degree to which the costs of some decentralization are tradedâoff by the âdominantâcoalitionâ in the corporation against the benefits of centralization of decisionâmaking in the areas of finance and senior personnel.