Anti-Whistleblower Laws and Your Legislature: A Love Story

Imagine that you are a worker on one of your state’s biggest egg farms. During the course of your employment, you have witnessed and documented, in photographs and video, hundreds of instances of callous abuse resulting in serious injury and even death to the animals. Many of the workers there deliberately injure the hens and the farm’s management is apathetic, as long as production stays up. Who is the criminal here? You are. At least, that is the case in […] (More →)

Understanding the Cyprus Bank Bailout and the Uncertainty it Creates

As part of the rippling effect of the subprime mortgage crisis in the United States, the Republic of Cyprus suffered from a severe decline in tourism and shipping—its two largest sources of revenue—leading to a 1.67% decrease in economic growth in 2009.  This led to high rates of unemployment, increased state debt to cover unemployment benefits, and ultimately a recession.  In the past four years, the economy in Cyprus has not only failed to regain its pre-2009 form, but has […] (More →)

The Fight Over Dell: Growing Stigma Against Management Buyouts

The $24.4 billion dollar proposed buyout of Dell has raised a number of eyebrows since its announcement on February 5th. The proposal to take Dell private, led by its CEO and founder, Michael Dell, and the private-equity firm Silver Lake is notable as both the largest tech-related buyout ever as well as the largest proposed buyout since the financial crisis. In the months since the deal’s announcement, however, the proposal has attracted increasing opposition from some of Dell’s most prominent […] (More →)

FTC v. Watson Pharma.: Toward a Solution for Pay-for-Delay Settlements

On Monday, March 25, 2013, the Supreme Court heard oral arguments in Federal Trade Commission v. Watson Pharmaceuticals, where it will pass judgment on the validity of “reverse-payment settlements” (also known as “pay-for-delay” settlements) in the pharmaceutical industry. An opinion is expected by the close of the Court’s term this summer. The facts behind this case are typical of reverse-payment settlement cases. Solvay Pharmaceuticals acquired the marketing rights to the testosterone gel AndroGel, and was granted a patent for the […] (More →)

What is Reasonable?: A Look at the Lost Profits Doctrine and the Reasonable Certainty Standard

Judges fancy the term “reasonable.” Some even believe reasonable can have an objective component to it. Given its widespread acceptance, a person unfamiliar with the intricacies of the American legal system would sensibly conclude that the term reasonable has a quantifiable component. This belief is sadly mistaken. The facade of reasonableness is particularly abused in lost profits doctrine. All jurisdictions state that reasonable certainty is a basic requirement to prove lost profits, even if some courts further apply various extensions […] (More →)

A Return to Private Life: How Dell’s Proposed PE Deal Triggers a Menagerie of Corporate Law Issues

On February 5, 2013, Dell, Inc. announced a plan to take itself private, with Michael Dell, the company’s founder and CEO, leading the way.  The computer giant’s statement confirmed rumors first murmured in early January that the struggling PC manufacturer would seek to stem the tide of its lagging sales outside the strictures imposed on publically traded firms.  Nevertheless, while Michael Dell’s motivation may have been to take the company off shaky ground, the chronology of events since the announcement […] (More →)

The Security of Securities Laws: Undisclosed Risks of Investing in Chinese SOEs

In the past half-century, rapid globalization has resulted in an increasingly interconnected business world facing increasingly complex problems. One such problem for the United States government has been the regulation of Chinese State-Owned Enterprises raising capital by listing on U.S. stock exchanges. What is a State-Owned Enterprise? The State-Owned Enterprise (“SOE”) is a company controlled by the government and administered according to State plan. Practically speaking, this means they are companies where the primary or controlling shareholder is the State, […] (More →)

Switzerland’s “Fat Cat” Laws: New Rules Curb Swiss Executive Compensation

In January 2011, the Securities Exchange Commission amended its rules to implement Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which delineates say-on-pay provisions to govern executive compensation in publicly traded companies.  However, the US has not been alone in its enactment of such legislation. In fact, it was rather late to the game, as European countries began adopting such policies as early as 2003.  Most recently, on March 3, 2013, voters in Switzerland decided to […] (More →)

“Innumerable Shadings of Grey”: The Problematic Definition of “Gross Negligence” in the BP Civil Trial

The BP-Deepwater Horizon civil trial is now entering the eighth week of what many speculate will be a complex hearing lasting many months. BP’s failure to settle the case before trial is remarkable, given the government’s tendency to settle environmental disputes for “as little as fifty cents on the dollar,” in the words of Eric Schaeffer, former head of the Environmental Protection Agency’s enforcement division. The case has aptly been called the “most significant trial ever brought under environmental laws.” […] (More →)

Coca-Cola’s Regulatory Victory: Squaring Freedom-Sized Sugary Drinks with Coke’s New Healthy Products and Campaigning

This past March, New York State Supreme Court Justice Milton Tingling put an end to the would-be law restricting the sale of large sugary drinks in New York City.  Mayor Bloomberg seems confident that the ruling will be overturned at the appeal this June, but I am less certain. The potential ban was set to bar restaurants, movie theaters, food carts, grocers, and other places from selling any sugary drinks larger than 16 ounces. Judge Tingling criticized the law as […] (More →)

About CBLR

Columbia Business Law Review is the first legal periodical at a national law school to be devoted solely to the publication of articles focusing on the interaction of the legal profession and the business community. The review publishes three issues yearly, which involve students in the editing of leading articles in business law, as well as the production of student-written notes.