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Full-Text Articles in Law
Fiduciary Principles In Agency Law, Deborah A. Demott
Fiduciary Principles In Agency Law, Deborah A. Demott
Faculty Scholarship
No abstract provided.
Market Information And The Elite Law Firm, Elisabeth De Fontenay
Market Information And The Elite Law Firm, Elisabeth De Fontenay
Faculty Scholarship
As a subcategory of contract negotiations, corporate transactions present information problems that have not been fully analyzed. In particular, the literature does not address the possibility that parties may simply be unaware of value-increasing transaction terms or their outside option. Such unawareness can arise even for transactions that attract many competing parties, if the bargaining process is such that (1) the price terms are negotiated and fixed prior to the non-price terms, contrary to the standard assumption; and (2) some of the non-price terms remain private for some period of time.
A simple bargaining model shows that, when such unawareness …
Bankers And Chancellors, William W. Bratton, Michael L. Wachter
Bankers And Chancellors, William W. Bratton, Michael L. Wachter
All Faculty Scholarship
The Delaware Chancery Court recently squared off against the investment banking world with a series of rulings that tie Revlon violations to banker conflicts of interest. Critics charge the Court with slamming down fiduciary principles of self-abnegation in a business context where they have no place or, contrariwise, letting culpable banks off the hook with ineffectual slaps on the wrist. This Article addresses this controversy, offering a sustained look at the banker-client advisory relationship. We pose a clear answer to the questions raised: although this is nominally fiduciary territory, both banker-client relationships and the Chancery Court’s recent interventions are contractually …
The Tort Foundation Of Duty Of Care And Business Judgment, Robert J. Rhee
The Tort Foundation Of Duty Of Care And Business Judgment, Robert J. Rhee
UF Law Faculty Publications
This Article corrects a misconception in corporation law – the belief that principles of tort law do not apply to the liability scheme of fiduciary duty. A board’s duty of care implies exposure to liability, but the business judgment rule precludes it. Tort law finds fault; corporation law excuses it. The conventional wisdom says that the tort analogy fails. This dismissal of tort prinicples is wrong. Although shareholder derivative suits and ordinary tort cases properly yield systemically antipodal outcomes, they are bound by a common analytical framework. The principles of board liability are rooted in tort doctrines governing duty, customs, …