COVID-19 is the new virus this country has been preparing to take on for decades – and has, so far, failed miserably to stop. While peer countries have managed to get it under control, the United States faces rising cases and deaths. This has been, first and foremost, a failure of leadership and the implementation of an effective response.
In recent years, private misbehavior of corporate executives like Harvey Weinstein, Steve Wynn, Leslie Moonves, and Elon Musk has outraged many people around the world. Such misconduct – when made public – has frequently damaged the executives’ public reputations, diminished the value of their companies’ stock, and raised some serious legal and policy issues. Part of the challenge in dealing with misbehaving business executives is that the two bodies of law and regulation that govern much of American business – state corporate law and federal securities law – were largely designed to address the professional duties of executives and not their personal lives. Temple Law Professor Tom Lin proposes an original and workable roadmap for conceptualizing, navigating, and addressing executive private misconduct.
The 5th edition of the MBCAA of course contains the full text of the Model Act, reflecting all amendments and Official Comments through July 1, 2020, including the substantial revisions effected by the 2016 revision of the Model Act, and more recent additions such as the provisions authorizing virtual-only shareholder meetings and public benefit corporations. Extensive additional resources, however, distinguish the newly published MBCAA from other published versions of the Act and, indeed, from other corporate law treatises.
This article, which explores federal court jurisdiction over foreign business entities in the context of an American professional baseball player’s lawsuit against a Japanese professional baseball team and its corporate owner, uses the decision of the District Court finding personal jurisdiction over the team, but not its owner, as a springboard for a broader discussion of the jurisdictional issue. It explores the various analyses that are employed by courts in the Third Circuit and other Circuits, focusing particularly on the interactive nature of websites as a basis for the exercise of personal jurisdiction.