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Full-Text Articles in Law
After Corwin: Down The Controlling Shareholder Rabbit Hole, Ann M. Lipton
After Corwin: Down The Controlling Shareholder Rabbit Hole, Ann M. Lipton
Vanderbilt Law Review
As Delaware has developed its doctrine with respect to controlling shareholders, its view of their relationship to directors has evolved. This evolution has produced some pronounced inconsistencies with respect to the weight placed on director approval of controlling shareholder action. The recent Delaware Supreme Court decisions in Corwin v. KKR Financial Holdings LLC, Kahn v. M & F Worldwide Corp., and C & J Energy Services, Inc. v. City of Miami General Employees’ and Sanitation Employees’ Retirement Trust introduced further uncertainty into the mix by making the determination as to whether a transaction involves a controlling shareholder practically outcome determinative …
Organizational Law As Commitment Device, Morgan Ricks
Organizational Law As Commitment Device, Morgan Ricks
Vanderbilt Law Review
What is the essential role of the law of enterprise organization? The dominant view among business law scholars today is that organizational lawthe law of partnerships, corporations, private trusts, and their variants-serves primarily to structure relations between business owners, on the one hand, and business creditors, on the other. Under this "asset partitioning" theory, organizational law's main purpose is to shield business assets from claims of creditors of the business's owners, thereby giving business creditors a structurally senior claim on business assets. By relieving business creditors of the need to inspect the creditworthiness of business owners, the theory goes, organizational …
Aging Injunctions And The Legacy Of Institutional Reform Litigation, Jason Parkin
Aging Injunctions And The Legacy Of Institutional Reform Litigation, Jason Parkin
Vanderbilt Law Review
Institutional reform litigation has been an enduring feature of the American legal system since the Supreme Court's ruling in Brown v. Board of Education. The resulting injunctions have transformed countless bureaucracies notorious for resisting change, including public school systems, housing authorities, social services agencies, correctional facilities, and police departments. But these injunctions face an uncertain future. The Supreme Court has held that institutional reform injunctions must be easier to terminate than all other injunctions issued by the federal courts. Some institutional reform injunctions go unenforced or are forgotten entirely. Others expire due to sunset provisions. At the same time, doctrinal …
Membership Rights In Nonprofit Corporations: A Need For Increased Legal Recognition And Protection, Robert H. Brownlee
Membership Rights In Nonprofit Corporations: A Need For Increased Legal Recognition And Protection, Robert H. Brownlee
Vanderbilt Law Review
This Note has focused on three issues concerning membership in nonprofit corporations: whether members are entitled to increased protection of voting rights; whether state courts adequately have analyzed questions of membership standing to assert individual claims; and whether members should have standing to institute derivative actions on behalf of a nonprofit corporation. In each of these areas membership rights deserve increased legal recognition and protection.