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Statutory Limits On A Corporation's Right To Make Distributions To Shareholders: The Law Of Distribution In The 1984 Revised Model Business Corporation Act, Philip Mcgough
Akron Law Review
The purpose of this paper is to review the law of distribution in the 1984 Model Business Corporation Act. As we shall see, the 1950 MBCA's basic stance was that distributions should be made from earnings and that any distribution from contributed capital should require notification and approval of shareholders. The 1984 MBCA rejects the original stance and provides for minimal restrictions on distributions. What follows is in two parts: the first is a general survey of the law of distribution, the second compares the 1950 and 1984 versions of the MBCA in how they regulate distributions to shareholders.
Does Corporate Law Matter? Legal Capital Restrictions On Stock Distributions, Craig A. Peterson, Norman W. Hawker
Does Corporate Law Matter? Legal Capital Restrictions On Stock Distributions, Craig A. Peterson, Norman W. Hawker
Akron Law Review
This paper consists of five sections, including this introduction. The background section of this article consists of several parts. First, we provide an historical overview of the legal capital doctrines restricting dividends. Second, we briefly summarize and illustrate six basic types of state statutory restrictions on dividends and other distributions to shareholders. Third, we examine the criticisms of legal capital that has led many states to abandon the use of concepts like stated capital and surplus to restrict financial distributions to shareholders. Fourth, a discussion of the generally accepted accounting principles ("GAAP") and mechanics of legal capital and stock distributions …
Back To Basics: Harmonizing Delaware's Law Governing Going Private Transactions©, Clark W. Furlow
Back To Basics: Harmonizing Delaware's Law Governing Going Private Transactions©, Clark W. Furlow
Akron Law Review
This Article agrees with the objectives of the hybrid approach, but argues that a more doctrinally consistent way to achieve that result would be to shift the analytical focus from the duties of the controlling stockholder to the duties of the corporation’s board. The Article will show that the Delaware Supreme Court’s focus on the duties of controlling stockholders in going-private transactions and its resistance to applying traditional modes of analysis to decisions by independent, disinterested directors has led to the current “incoherence” of Delaware’s going-private jurisprudence. Moreover, under the approach urged by the Court of Chancery in the Pure …