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4 Stetson Bus. L. Rev. [i] (2024)

handle is hein.journals/setnbisr4 and id is 1 raw text is: STETSON BUSINESS LAW REVIEW VOLUME 4 FALL 2024 ISSUE 1 OPEN ISSUE ARTICLES Tempering Expectations: Restraint in a Time of Corporate Political Activism- Allowable Political Activity for § 501(c)(3) Tax-Exempt Organizations Kyle Ridgeway America is in an age of corporate political activity. However, § 501(c)(3) tax-exempt organizations in the United States are unable to engage in the same political activities as their for-profit counterparts. Why do entities organized and operated exclusively for religious, charitable, scientific, testing for public safety, literary, or educational purposes ... or for the prevention of cruelty to children or animals have more limits on their political engagement than their taxed for-profit peers? This Article seeks to provide an answer through a mix of both practical and theoretical analysis of the allowable political activity of § 501(c)(3) organizations. The Author examines the history of restricting the political activities of § 501(c)(3) organizations, presents an analysis of the current legal and regulatory framework of allowable political activity, and provides a discussion of alternative organizational structure and entity formation that allow for greater political activity for tax-exempt entities. Finally, the Article highlights potential changes to the Internal Revenue Code that would allow for greater political engagement by non-profit organizations. Democratizing the Family Trust Company John F DeStefano, Jr. 23 Family trust companies (FTCs) offer an innovative alternative to traditional fiduciary structures for managing family legacies through private express trusts. However, their benefits remain largely confined to families of substantial wealth. This article explores the economic utility of FTCs and reviews Florida's statutory framework as a case study - covering corporate governance, capitalization thresholds, and compliance obligations - to identify pathways for broadening access without compromising trust law integrity. It suggests that reasonable reforms (tiered compliance models or exemptions for small FTCs) aimed at reducing transaction costs, encouraging adoption, and democratizing FTC benefits, would produce a net social benefit by promoting innovation and growth in the fiduciary services industry, enhancing intergenerational economic mobility, and mitigating existing systemic inequities in private wealth governance. Extension of 1933 Act Section 11 Tracing Requirement to Direct Listing: A Moral Hazard Kenneth L. MacRitchie 63 For many years, plaintiffs in 1933 Act Section 11 litigation have been subject to a judicially imposed tracing requirement, to trace ownership of their securities back to the sellers under the 1933 Act registration statement. In 2018, the SEC approved NYSE and NASDAQ rules to permit direct listings of securities, i.e. the securities commence trading without any underwriter. On June 1, 2023, in Slack Technologies v. Pirani, the U.S. Supreme Court held that the Section 11 tracing requirement encompasses direct listed securities. This Article argues that inclusion of direct listed securities in the Section 11 tracing requirement creates a moral hazard, in that issuers are incentivized to conduct direct listings to evade Section 11 liability. Clawing Back Ponzi Schemes: A Vital Examination of Ponzi Schemes, Clawbacks, and the Ponzi Scheme Presumption Cooper Cade Zimmerman 115 Ponzi schemes have plagued the world for nearly two centuries, resulting in massive gains for some and tragic losses for others. For those who suffer losses-the Ponzi scheme losers-hope may be found through operation of the clawback processes, a creature of the Bankruptcy Code (the Code), state Uniform Fraudulent Transfer Acts, and Securities Investor Protection Act (SIPA). Of course, given that there are losers in relation to Ponzi schemes, there must naturally be winners. Underlying the purpose of clawback actions, these innocent winners in a Ponzi scheme should not, as a matter of equity, be permitted to enjoy an advantage over later investors who were not so lucky as to profit. Those winners, generally defined as investors who have received payments in excess of their investment, are subject to

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