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Business Organizations Law

2016

Selected Works

Articles 31 - 41 of 41

Full-Text Articles in Law

Europe's Thirteenth Directive And U.S. Takeover Regulation: Regulatory Means And Political Economic Ends, Marco Ventoruzzo Mar 2016

Europe's Thirteenth Directive And U.S. Takeover Regulation: Regulatory Means And Political Economic Ends, Marco Ventoruzzo

Marco Ventoruzzo

Cross-border acquisitions, especially through hostile takeovers, represent one of the most dramatic consequences of the growing integration, both within Europe, and when considering the economic balance of power between the US and the European industries. This Article focuses on the single most important piece of legislation on European takeover law, the Thirteenth Directive of the European Union on Takeover Regulation, which was approved on April, 21 2004 and must be implemented by Member States before the end of 2006. Passage of the Thirteenth Directive is no minor event. Earlier versions were embroiled in arresting political controversies that generated significant Member …

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How Delaware Law Made Appeal To Revive Gm Ignition Switch Suit A Non-Starter, Paul Regan Feb 2016

How Delaware Law Made Appeal To Revive Gm Ignition Switch Suit A Non-Starter, Paul Regan

Paul L Regan

Professor Paul L. Regan, who teaches corporate law at Widener University Delaware Law School, observed the General Motors shareholders' unsuccessful Delaware Supreme Court oral arguments to revive their breach-of-duty suit over their directors' handling of an ignition switch debacle and explains why the plaintiffs faced long odds under Delaware law.

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Chancellor Allen And The Fundamental Question, D. Gordon Smith Feb 2016

Chancellor Allen And The Fundamental Question, D. Gordon Smith

D. Gordon Smith

In this article, the author explains Chancellor Allen's expansive reputation by examining his ability to speak to what philosopher John Danley calls "the fundamental question": "What is the appropriate role of the modem corporation in a free society?" From the chartering of the first corporations in the United States to the present day, debate over the fundamental question has been rancorous. On one side of the debate stand those who believe that society is best served when corporations strive to maximize profits for the benefit of shareholders; on the other side stand those who believe that corporations should have some …

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Debate: Saving The World With Corporate Law?, Kent Greenfield, D. Gordon Smith Feb 2016

Debate: Saving The World With Corporate Law?, Kent Greenfield, D. Gordon Smith

D. Gordon Smith

The current debate within corporate law is as fundamental as any time since the New Deal, when the great exchange between Merrick Dodd and A.A. Berle defined the issues for a generation of scholars. Today, the community of corporate law scholars in the United States is split between two groups. The first, heavily influenced by economic analysis of corporations, argues the merits of increasing shareholder power vis-à-vis directors. Another group, animated by concern for economic justice, challenges the traditional, shareholder-centric view of corporate law, arguing instead for a model of “stakeholder governance.” The enclosed article is an untraditional method to …

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Preserving The Corporate Attorney-Client Privilege, Katrice Copeland Feb 2016

Preserving The Corporate Attorney-Client Privilege, Katrice Copeland

Katrice Bridges Copeland

This Article argues that, while legislation such as the Attorney-Client Privilege Protection Act ("ACPPA") is necessary to preserve that corporate attorney-client privilege, any such legislation must include judicial oversight to deter prosecutorial misconduct effectively. Part II examines the costs and benefits of granting corporations the attorney-client privilege in criminal investigations. It concludes that the benefits of the privilege fat outweigh the costs and that the privilege must be safeguarded from unnecessary infringement. Part III traces the evolution of the DOJ's waiver policies that have threatened the corporate attorney-client privilege. It also examines the costs and benefits of the waiver policy …

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End Delaware’S Corporate Dominance, Kent Greenfield Dec 2015

End Delaware’S Corporate Dominance, Kent Greenfield

Kent Greenfield

Delaware provides corporate foundational papers to all comers, and earns as much as a quarter of its state budget from the ensuing fees. Though Delaware has a population of less than one-third of 1 percent of the nation, more than half of Fortune 500 businesses claim a filing cabinet in Wilmington as home. Scholars disagree on whether the state’s rules provide more protection for shareholders or managers. But one thing is absolutely clear: Delaware corporate law cares not at all about employees, communities, customers, or other stakeholders, except insofar as shareholders also gain.

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Startup Financing (Forthcoming), Seth Oranburg Dec 2015

Startup Financing (Forthcoming), Seth Oranburg

Seth Oranburg

No abstract provided.

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Officer Accountability, Megan Wischmeier Shaner Dec 2015

Officer Accountability, Megan Wischmeier Shaner

Megan Wischmeier Shaner

The officer is at the center of modern corporate governance. Wielding immense power and influence, officers’ conduct and decision-making can determine the success or failure of their companies and impact the economy more broadly. Fiduciary duties under state law serve as a vital check on officer power. This article is the third piece in a study of the role of fiduciary duties in regulating officer behavior. It examines an underlying premise in prior scholarship – that officers are rarely being held accountable for their conduct in the traditional fiduciary duty litigation context of state court. This article reviews opinions of …

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Bridgefunding: Crowdfunding And The Market For Entrepreneurial Finance, Seth Oranburg Dec 2015

Bridgefunding: Crowdfunding And The Market For Entrepreneurial Finance, Seth Oranburg

Seth Oranburg

Title III of the JOBS Act of 2012 (“Regulation Crowdfunding”) should encourage entrepreneurship by allowing startups and small businesses to sell stock online. Unfortunately, that law applied Depression-era securities-law concepts to peer-to-peer financing in the Internet era; as a result, it got Internet-investor protection wrong. Using Regulation Crowdfunding requires startups to comply with costly and unnecessary anti-fraud requirements. Even after making disclosures, registering with a funding portal, and producing audited financial statements, startups are still not permitted to raise enough money via Regulation Crowdfunding to deploy high-growth strategies without needing more funds from professional Angel and Venture investors.

This Article …

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Protecting Mutual Fund Investors: An Inevitable Eclecticism, Lyman P. Q. Johnson Dec 2015

Protecting Mutual Fund Investors: An Inevitable Eclecticism, Lyman P. Q. Johnson

Lyman P. Q. Johnson

After 75 years of experience with the Investment Company Act, improving investor protection remains an ongoing, multi-faceted, and frustratingly elusive endeavor.  Certain regulatory approaches have been more - or less - emphasized over the years, but today we still lack an agreed-upon singular “silver bullet” for assuring investor protection and must, of necessity, pursue an ever-evolving, eclectic approach to that central policy goal. 
 
            This chapter describes the various approaches taken to investor protection since 1940 and argues that moving on many, admittedly imperfect, fronts is the best regulatory strategy today and probably the only politically viable one in …

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Relating Fiduciary Duties To Corporate Personhood And Corporate Purpose, Lyman P. Q. Johnson Dec 2015

Relating Fiduciary Duties To Corporate Personhood And Corporate Purpose, Lyman P. Q. Johnson

Lyman P. Q. Johnson

The subjects of corporate personhood, corporate purpose, and fiduciary duties are all central to corporate law discourse.  But what is the relationship of each of these to the others?  This chapter describes how corporate personhood, corporate purpose, and fiduciary duties are vitally and coherently connected.  While longstanding debates about the theoretical nature of corporateness likely will continue, corporations are meaningful socio-legal entities separate and distinct from those persons associated with them.  With respect to corporate purpose, the objective or “mission” of a business company is to provide goods or services in a particular manner, goals that may in part be …

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