Law Commons^™

Disloyalty Without Limits: "Independent" Directors And The Elimination Of The Duty Of Loyalty, J. Robert Brown Jr.

Kentucky Law Journal

No abstract provided.

Kentucky Corporate Fiduciary Duties, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

In this article I offer an interpretation of Kentucky's corporate fiduciary law. The article is positive, in that it attempts to explain our law by reference to certain principles. The article is also normative, however, in that it offers constructive criticism regarding parts of Kentucky fiduciary law and suggests changes, refinements, and clarifications intended to promote fairness and economic efficiency in Kentucky corporations.

Both the positive and the normative aspects of this piece recognize the importance of the common law developments in Delaware (and other states) and the importance of the law and economics movement. I suggest, however, that Kentucky …

Fair Value And Fair Price In Corporate Acquisitions, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

In statutory corporate acquisitions, dissenters' rights entitle shareholders of acquired corporations to obtain a "fair value" for their consideration, while common-law fiduciary duties ensure that such shareholders receive a "fair price" in the transaction. Courts, however, have had difficulty defining and measuring fair value and fair price, leaving this area of the law in disarray. This Article reviews the current framework of appraisal rights and fiduciary duties and proposes refined definitions of fair value and fair price that are based on attractive moral and economic values widely shared by society. The proposal respects the expectations of shareholders and provides guidance …

Asset Securitization And Corporate Risk Allocation, Christopher W. Frost

Law Faculty Scholarly Articles

Asset securitization is a financial innovation in which corporations sell financial assets to a specially formed entity that in turn taps financial markets for the purchase price. The device provides firms an alternative to raising capital through traditional debt and equity markets. Practitioners of the approach tout securitization as a means through which a firm can lower its overall cost of capital by limiting the risk facing investors in the securitized assets. Commentators have described asset securitization as "one of the most important financing vehicles in the United States." Interest in the device is increasing dramatically as more companies see …

The New Business Corporation Act: The Basics, Office Of Continuing Legal Education At The University Of Kentucky College Of Law, Rutheford B. Campbell Jr., David W. Harper, Stephen B. Catron, Keith G. Hanley

Continuing Legal Education Materials

Handouts provided at the UK/CLE seminar on the New Business Corporation Act on October 1, 1988.

Kentucky Law Survey: Corporations, Willburt D. Ham

Kentucky Law Journal

No abstract provided.

Kentucky Law Survey: Corporations, Willburt D. Ham

Kentucky Law Journal

No abstract provided.

Voluntary Recapitalizations, Fairness, And Rule 10b-5: Life Along The Trail Of Santa Fe, Rutheford B. Campbell Jr.

Kentucky Law Journal

No abstract provided.

Reform Of The Structure Of The American Corporation: The "Two-Tier" Board Model, Thomas J. Schoenbaum, Joachim Lieser

Kentucky Law Journal

No abstract provided.

Organizing The Corporation Under The New Kentucky Business Corporation Act--A Comparison With Prior Law, Charles E. Shivel Jr.

Kentucky Law Journal

No abstract provided.

Kentucky Adopts A New Business Corporation Act, Willburt D. Ham

Kentucky Law Journal

No abstract provided.

Statutory Treatment Of Directors And Officers Under The Kentucky Business Corporation Act, C. Kent Hatfield

Kentucky Law Journal

No abstract provided.

Shareholders, Clyde Kuehn

Kentucky Law Journal

No abstract provided.

Corporate Finance And Kentucky's New Business Corporation Act, William H. Jackson

Kentucky Law Journal

No abstract provided.

Fundamental Corporate Changes: Amendments To Articles, Merger And Consolidation, Asset Sales And Dissolution, Michael V. Withrow

Kentucky Law Journal

No abstract provided.

Changes In The Treatment Of The Close Corporation Under The New Kentucky Business Corporation Act, Patrick A. Thompson

Kentucky Law Journal

No abstract provided.

Foreign Corporations Under The New Kentucky Corporation Act, William D. Lambert, Kenneth E. Dillingham

Kentucky Law Journal

No abstract provided.

Fractional Corporate Shares, W. Lewis Roberts

Kentucky Law Journal

No abstract provided.

The Constructive Receipt Of Dividends By Stockholders Of A Closely Held Corporation, William Charles Brafford

Kentucky Law Journal

No abstract provided.

A Survey Of Kentucky Corporation Cases Since 1946, Willburt D. Ham

Kentucky Law Journal

No abstract provided.

Implied Powers Of The Corporate President, Charles Gromley

Kentucky Law Journal

No abstract provided.

Attempts To Avoid Taxes On Corporate Distributions, W. Lewis Roberts

Kentucky Law Journal

No abstract provided.

Conflict Of Laws--Securing Service On Corporations, Rosanna A. Blake

Kentucky Law Journal

No abstract provided.

Corporations: Ultra Vires As A Corporate Defense, Howard E. Trent Jr.

Kentucky Law Journal

No abstract provided.

Corporations: The Promoter's Dilemma, Robert L. Henry Iii

Kentucky Law Journal

No abstract provided.

Corporations: Can A Director's Attorney Fees Be Paid By A Corporation For Successful Defense Of Suit Against Director By Stockholder?, Vincent Kelley

Kentucky Law Journal

No abstract provided.

The Corporate Trustee Problem, Albert R. Jones

Kentucky Law Journal

No abstract provided.

Corporations. Ultra Vires Liability For Acts Within Apparent Scope Of Authority Of Agents, J. Mapother

Kentucky Law Journal

No abstract provided.