Category Archives: Business


Congress wants to protect your right to complain about bad service and products

Earlier this year Aaron wrote an article on companies suing customers for defamation resulting from bad reviews on sites such as Yelp. In order to further curb these bad reviews, companies with products that have agreements or terms of use had been adding “non-disparagement” clauses to consumer contracts. These clauses sought to fine those who posted negative reviews or ban customers from making them. Congress may soon put a stop to this practice.

Continue reading


Thankfully For Plaintiffs, Halliburton Can Still Defraud the Entire Market

Halliburton Co. v. Erica P. John Fund was finally decided this summer (for background on this case, including the issues, see my first two articles on the case here and here) and the presumption of reliance on the integrity of the stock price that was created in Basic v. Levinson was upheld. The fraud-on-the-market theory is alive and well. Halliburton (the petitioners to the Court and the defendants in the class action) also lost on their request to require that plaintiffs in securities class actions prove “price impact” at the class certification stage. They won a small victory by granting defendants in securities class actions the ability to rebut the presumption of an efficient market at the class certification stage so they will no longer have to wait until arguments are made on the merits of the case in order to address it.

Continue reading


Securities Laws Still Apply to Robot Dinosaurs

Jimmy wants to start a business that makes small robot dinosaurs. He spent his time learning robotics and computer-based design in college and now wants to put it to use by creating miniature versions of the Jurassic Park animatronic dinosaurs that kids can play with. He does a few designs, for a velociraptor, triceratops and brachiosaurus and thinks that he can make and sell them for a profit. So he starts a company, Mesozoic Toys. Jimmy needs money to start building and advertising his products, however, and in doing so he needs to make sure that he doesn’t run afoul of securities laws.

Continue reading


Fraud on the Market 2: Finding the Middle Ground

Those who read my first fraud-on-the-market article may have noticed that I only discussed the two options for the Supreme Court to take regarding the use of the fraud-on-the-market theory as a way to show commonality and predominance at class certification. Those two options were keep it or toss it. There may be a middle ground, however. While the two sides in the case have remained on opposite ends of the dichotomy, some third parties have weighed in suggesting a option that would act as a compromise between the two extremes.

Continue reading


Crowdfunding Part 2: The Pros and The Problems

This post will be the second post on the new concept of crowdfunding. If you haven’t, take some time to read the first installment. Crowdfunding is billed as being a savior of small business and a boost to the power of the everyman entrepreneur by tapping into the power of the internet and the masses to provide funding for their businesses. This post will give an initial idea of the pros of having this legislation and the potential problems that might arise.

Continue reading


Bad Reviews are not Defamation

It’s an unavoidable fact of running a business that, sooner or later, a customer will be dissatisfied.  Decades ago this would have meant that they told a few of their friends, but today it can often mean a negative review on any one of a number of widely trafficked consumer review websites like Yelp.

When the inevitable happens, there are a few ways you can handle it.  For example, if you want to avoid bad publicity, you can simply ignore the review or respond calmly and professionally.  If you don’t mind things potentially blowing up in your face, you can respond angrily and irrationally.  And, of course, if you actively want things to go south in a great big hurry, you can do what a watch repair shop in New York did and threaten to sue the person leaving the unflattering review for defamation. Continue reading


Fraud on the Market

Imagine that you bought 1000 shares of stock in Jimmy Co., a large publicly traded pharmaceutical company at $50 per share. Before you bought your stock, Jimmy Co.’s officers had been claiming that a new drug that was being developed would greatly enhance the ability to treat the plague. They predict that the drug will sail through the FDA testing because the drug is perfectly safe and the manufacturing process is up to code. They will get approval and be on the market in two years. Their stock price has been rising ever since that announcement and is now where you bought it, at $50. Continue reading

Deferred Prosecution Agreements and Tax Write-Offs

Earlier today the US Department of Justice announced that it has reached a deferred prosecution agreement with Toyota Motor Corporation regarding the “unintended acceleration” issues that owners of certain models claim to have experienced back in 2009 and 2010.  The announcement is of little note; as with most announcements of its kind it represents a chance for the DOJ to publicize itself and it is understandably a bit over-eager to praise the victory for safety.  The agreement itself, however, is interesting as Toyota has agreed to treat the $1.2 billion settlement amount as a penalty paid to the US government, including for tax purposes.  The upshot is that Toyota will not be able to take a tax deduction or credit for paying the settlement. Continue reading

Photo taken by Bryson Davis.

Introduction to Crowdfunding

This post will be the first post on the new concept of crowdfunding. Crowdfunding is billed as being a savior of small business and a boost to the power of the everyman entrepreneur by tapping into the power of the internet and the masses to provide funding for their businesses. This first post will give you the basics of what crowdfunding is and what restrictions the JOBS Act (the law which created it) places on it. Continue reading


An Introduction to Anti-Trust

One of the first legitimately important things that law students learn during their time in law school is that almost everything laypersons think they know about the law is wrong.  Sometimes the wrongness is simply the result of a catchy urban legend, like the famous (and false) story of a Winnebago driver who went back to make a sandwich after setting the cruise control and then supposedly sued Winnebago for the resulting accident.  Sometimes it’s a combination of superficial reporting and a lack of time or desire to look into the suit closely enough to see that there is legitimate substance to it, as was the case with the undeservedly infamous McDonald’s hot coffee case.  And sometimes it’s simply the result of people not understanding that their middle school and high school history classes gave only a rather superficial outline of events because it’s not really possible to do more than that within the constraints of the class. Continue reading