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Articles 1 - 29 of 29
Full-Text Articles in Law
Minutes Are Worth The Minutes: Good Documentation Practices Improve Board Deliberations And Reduce Regulatory And Litigation Risk, Given As The 21st Annual Destefano Lecture, Leo E. Strine Jr.
Fordham Journal of Corporate & Financial Law
This Essay, originally the basis for the 21st Annual Albert A. DeStefano Lecture on Corporate, Securities & Financial Law given on February 27, 2024, at Fordham University School of Law, addresses the importance of good corporate minuting and board documentation practices. Using lessons from Delaware cases where the quality of these practices has determined the outcome of motions and cases, this Essay identifies effective and efficient practices to better address this decidedly not sexy, but unquestionably essential, corporate governance task. The recent Delaware cases underscore the importance of quality and timely documentation of board decision-making, the material benefits of doing …
Business Judgment Rule Or Due Diligence? How To Reduce Vicarious Liability For Spac Directors And Officers, Beau Duty
University of Arkansas at Little Rock Law Review
No abstract provided.
The Diminishing Duty Of Loyalty, Julian Velasco
The Diminishing Duty Of Loyalty, Julian Velasco
Washington and Lee Law Review
Fiduciary duties comprise an integral part of corporate law. It is generally understood that directors owe the corporation and its shareholders two fiduciary duties: the duty of care and the duty of loyalty. Although both duties are firmly established in corporate law, they are not treated equally. It is generally understood that the duty of loyalty is enforced far more rigorously than the duty of care. The justification for this dichotomy is twofold. First, differential treatment is appropriate because of the relative urgencies of the underlying subject matter: loyalty issues pose greater risks than do care issues. Second, the deference …
The "New" Fiduciary Standards Under The Revised Uniform Limited Liability Company Act: More Bottom Bumping From Nccusl, Rutheford B. Campbell Jr.
The "New" Fiduciary Standards Under The Revised Uniform Limited Liability Company Act: More Bottom Bumping From Nccusl, Rutheford B. Campbell Jr.
Maine Law Review
Between 1995 and 2001, the influential National Conference of Commissioners on Uniform State Laws (NCCUSL) promulgated iterations of uniform laws pertaining to partnerships, limited partnerships and limited liability companies. One or more of those acts have been widely adopted by state legislatures. Each of the three acts—the Uniform Partnership Act (1997) (hereinafter RUPA), the Uniform Limited Partnership Act (2001) (hereinafter ULPA (2001)), and the Uniform Limited Liability Company Act (1996) (hereinafter ULLCA) —contains identical fiduciary duty provisions. The acts all adopt the same standards for the duty of care and the duty of loyalty, and offer parties the same limited …
Disciplining Corporate Boards And Debtholders Through Targeted Proxy Access, Michelle M. Harner
Disciplining Corporate Boards And Debtholders Through Targeted Proxy Access, Michelle M. Harner
Indiana Law Journal
Corporate directors committed to a failed business strategy or unduly influenced by the company’s debtholders need a dissenting voice—they need shareholder nominees on the board. This Article examines the biases, conflicts, and external factors that impact board decisions, particularly when a company faces financial distress. It challenges the conventional wisdom that debt disciplines management, and it sug-gests that, in certain circumstances, the company would benefit from having the shareholders’ perspective more actively represented on the board. To that end, the Article proposes a bylaw that would give shareholders the ability to nominate direc-tors upon the occurrence of predefined events. Such …
Exploring The Standard Of Review Of Transactions With Controlling Shareholders After In Re Mfw Shareholders Litigation (Decided May 29th, 2013), Miriam Bitton, Odelia Minnes
Exploring The Standard Of Review Of Transactions With Controlling Shareholders After In Re Mfw Shareholders Litigation (Decided May 29th, 2013), Miriam Bitton, Odelia Minnes
The Journal of Business, Entrepreneurship & the Law
This Article will begin with a review of the MFW case, followed by a review of the judicial history prior to this decision. Then it will try to analyze, albeit partially, some of the reasons for why this judgment is timely and reasonable considering changes that occurred in the last decades. It will also address some of the courts' reasoning and its persuasiveness.
More Burden Than Benefit? Analysis Of The Benefit Corporation Movement In California, Sarah Thornsberry
More Burden Than Benefit? Analysis Of The Benefit Corporation Movement In California, Sarah Thornsberry
The Journal of Business, Entrepreneurship & the Law
The benefit corporation movement has been associated with the separate camps of social entrepreneurship, nonprofit organizations, and for-profit corporations, while trying to establish itself as a community of businesses that pursue not only profit, but also environmental and social good. This article examines the legal attributes of benefit corporation legislation and articulates why incorporating as a benefit corporation can be an excellent business decision. Lastly, the article looks at how the movement can further expand in California.
Amending The Economic Espionage Act To Require The Disclosure Of National Security-Related Technology Thefts, David Orozco
Amending The Economic Espionage Act To Require The Disclosure Of National Security-Related Technology Thefts, David Orozco
Catholic University Law Review
No abstract provided.
Seinfeld V. Slager: The Delaware Chancery Court’S New Legal Standard For Reviewing Directors’ Decisions About Their Own Pay, Lilia Volynkova
Seinfeld V. Slager: The Delaware Chancery Court’S New Legal Standard For Reviewing Directors’ Decisions About Their Own Pay, Lilia Volynkova
NYLS Law Review
No abstract provided.
The Proposed Restatement Of Corporate Governance: Is Reform Really Necessary?, Ira S. Levine
The Proposed Restatement Of Corporate Governance: Is Reform Really Necessary?, Ira S. Levine
Pepperdine Law Review
The role of the director in a modern corporation has recently come under new scrutiny. The American Law Institute has proposed a "Restatement of Corporate Governance" which offers explicit guidelines for the conduct of corporate directors. The Institute proposes to increase the board of directors' responsibility for corporate affairs by raising the board's standard of care. The Proposed Restatement has, however, been criticized by the business community for failing to take into account the realities of corporate governance and for imposing a suffocatingly narrow set of guidelines. Corporate management is not in need of reform. But even if it were, …
Decisional Integrity And The Business Judgment Rule: A Theory, Alfred Dennis Mathewson
Decisional Integrity And The Business Judgment Rule: A Theory, Alfred Dennis Mathewson
Pepperdine Law Review
No abstract provided.
Delaware's Duty To Auction After Paramount Communications, Inc. V. Qvc Network, Inc., Robert D. Ming
Delaware's Duty To Auction After Paramount Communications, Inc. V. Qvc Network, Inc., Robert D. Ming
Pepperdine Law Review
No abstract provided.
D&O Insurance In Bankruptcy: Just Another Business Contract, Elina Chechelnitsky
D&O Insurance In Bankruptcy: Just Another Business Contract, Elina Chechelnitsky
Fordham Journal of Corporate & Financial Law
No abstract provided.
Director Compliance With Elusive Fiduciary Duties In A Climate Of Corporate Governance Reform, Nadelle Grossman
Director Compliance With Elusive Fiduciary Duties In A Climate Of Corporate Governance Reform, Nadelle Grossman
Fordham Journal of Corporate & Financial Law
No abstract provided.
The Business Judgment Rule As Abstention Doctrine, Stephen M. Bainbridge
The Business Judgment Rule As Abstention Doctrine, Stephen M. Bainbridge
Vanderbilt Law Review
The business judgment rule is corporate law's central doctrine, pervasively affecting the roles of directors, officers, and controlling shareholders. Increasingly, moreover, versions of the business judgment rule are found in the law governing the other types of business organizations, ranging from such common forms as the general partnership to such unusual ones as the reciprocal insurance exchange. Yet, curiously, there is relatively little agreement as to either the theoretical underpinnings of or policy justification for the rule. This gap in our understanding has important doctrinal implications. As this paper demonstrates, a string of recent decisions by the Delaware supreme court …
Racial Stereotypes, Broadcast Corporations, And The Business Judgment Rule, Leonard M. Baynes
Racial Stereotypes, Broadcast Corporations, And The Business Judgment Rule, Leonard M. Baynes
University of Richmond Law Review
No abstract provided.
Janssen V. Best & Flanagan: At Long Last, The Beginning Of The End For The Auerbach Approach In Minnesota?, Eric J. Moutz
Janssen V. Best & Flanagan: At Long Last, The Beginning Of The End For The Auerbach Approach In Minnesota?, Eric J. Moutz
William Mitchell Law Review
This May, the Minnesota Supreme Court weighed in on the issue of special litigation committees for the first time in Janssen v. Best & Flanagan. The Janssen decision provides some confusing but tantalizing hints that the Minnesota courts may be ready to increase their scrutiny of internal corporate governance. This article describes the history, substance, and holding of Janssen and explores what it might mean for the business judgment rule in Minnesota. The article concludes by arguing that the Minnesota courts should abandon the deferential approach they have traditionally taken to special litigation committee decisions and that the Janssen decision …
Piercing The Corporate Veil Of A New York Not-For-Profit Corporation, Matthew D. Caudill
Piercing The Corporate Veil Of A New York Not-For-Profit Corporation, Matthew D. Caudill
Fordham Journal of Corporate & Financial Law
No abstract provided.
Doing Well While Doing Good: Reassessing The Scope Of Directors' Fiduciary Obligations In For-Profit Corporations With Non-Shareholder Beneficiaries, Lisa M. Fairfax
Doing Well While Doing Good: Reassessing The Scope Of Directors' Fiduciary Obligations In For-Profit Corporations With Non-Shareholder Beneficiaries, Lisa M. Fairfax
Washington and Lee Law Review
No abstract provided.
And The Winner Is - Interpreting The Lead Plaintiff And The Lead Counsel Provisions Of The Private Securities Litigation Reform Act Of 1995, Ashe P. Puri
Villanova Law Review
No abstract provided.
The Duty Of Corporate Directors To Pay Dividends, Randall K. Justice
The Duty Of Corporate Directors To Pay Dividends, Randall K. Justice
Kentucky Law Journal
No abstract provided.
The Entity Tax And Corporate Integration: An Agency Cost Analysis And A Call For A Deferred Distributions Tax, Jospeh A. Snoe
The Entity Tax And Corporate Integration: An Agency Cost Analysis And A Call For A Deferred Distributions Tax, Jospeh A. Snoe
University of Miami Law Review
No abstract provided.
Director-Exculpation Clauses Under The Arkansas Business Corporation Act Of 1987, Frances S. Fendler
Director-Exculpation Clauses Under The Arkansas Business Corporation Act Of 1987, Frances S. Fendler
University of Arkansas at Little Rock Law Review
No abstract provided.
Delaware's Omnipotent Business Judgment Rule: Who Speaks For The Shareholders, Chris J. Pietrafitta
Delaware's Omnipotent Business Judgment Rule: Who Speaks For The Shareholders, Chris J. Pietrafitta
Villanova Law Review
No abstract provided.
Designing And Executing A "Fair" Revlon Auction, Steven B. Katz
Designing And Executing A "Fair" Revlon Auction, Steven B. Katz
Fordham Urban Law Journal
The author analyzes the role of corporate boards of directors during takeover and control transactions, specifically in regards to auctions. Courts have consistently considered unfair auction attempts in light of the importance of the business judgment rule. The author examines Delaware case law and highlights the Revlon case, which holds that once an auction begins, the board’s duty shifts from preservation of the corporate entity to maximization of value shareholders will receive from the sale. The author argues that a good understanding of auction theory will not only give courts a better perspective through which to examine directors’ actions but …
Post Smith V. Van Gorkom Director Liability Legislation With A Proactive Perspective, Lynn A. Howell
Post Smith V. Van Gorkom Director Liability Legislation With A Proactive Perspective, Lynn A. Howell
Cleveland State Law Review
The Van Gorkom decision was viewed by many as the catalyst which triggered the dramatic increases in the number of shareholder suits filed, director and officer (hereinafter D & 0) insurance policy cancellations, skyrocketing premiums, and the flight of the outside directors.' Devastating decisions like Van Gorkom could be prevented or at least be of a lesser magnitude if corporate counsel chose to use the proactive approach to corporate representation by employing the techniques of preventive law. The theory is similar to the time honored cliché "an ounce of prevention is worth a pound of cure." This Article will address …
Extension Of The Minimum Open Tender Offer Period: Regulation Of Defensive Takeover Tactics Via The Business Judgment Rule
Washington and Lee Law Review
No abstract provided.
Business Judgment Rule: A Benchmark For Evaluating Defensive Tactics In The Storm Of Hostile Takeovers, Brian D. Wenger
Business Judgment Rule: A Benchmark For Evaluating Defensive Tactics In The Storm Of Hostile Takeovers, Brian D. Wenger
Villanova Law Review
No abstract provided.
Current Phases Of Derivative Actions Against Directors, Ralph M. Carson
Current Phases Of Derivative Actions Against Directors, Ralph M. Carson
Michigan Law Review
In assuming to discuss in this place some of the current phases of stockholders' derivative actions against directors of corporations, I shall try to keep a course between two extremes. On the one hand, it is of little use to fulfill the easy duty of enunciating general rules of law, stated in such a form that both parties in a contested cause may equally invoke them. Nor, on the other hand, is it of much value to fill an hour's time with details of cases recently decided which, although interesting in themselves, resist general application. What I shall try instead …