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Full-Text Articles in Law
Megasubsidiaries And Asset Sales Under Section 271: Which Shareholders Must Approve Subsidiary Asset Sales, Yaman Shukairy
Megasubsidiaries And Asset Sales Under Section 271: Which Shareholders Must Approve Subsidiary Asset Sales, Yaman Shukairy
Michigan Law Review
Corporate law statutes determine the nature of the relationship between shareholders, the principal owners of the corporation, and the board of directors, those w ho run and operate the corporation. Under the Delaware General Corporation Law ("DGCL"), many of the powers are delegated to the board of directors. More specifically, under section 141, "the business and affairs of every corporation . . . [are] managed by or under the direction of a board of directors . . . ." The Delaware courts have interpreted this provision by deferring to decisions by directors and their designated management under the business judgment …
Misreading The Williams Act, Lyman Johnson, David Millon
Misreading The Williams Act, Lyman Johnson, David Millon
Michigan Law Review
This Article examines the emerging controversy over preemption of the most potent of recent antitakeover laws, the so-called business combination statutes recently passed by Delaware, New York, and other states, and Pennsylvania's director-approval statute. After examining the strategy employed by the states to shield these statutes from constitutional attack, we consider the issues raised by the preemption claim and the arguments currently being advanced by the SEC and others in favor of preemption. Resolving the preemption controversy requires inquiry into the original meaning and objectives of the Williams Act. We argue that this should involve attention not only to the …
Corporate Auctions And Directors' Fiduciary Duties: A Third-Generation Business Judgment Rule, Steven G. Bradbury
Corporate Auctions And Directors' Fiduciary Duties: A Third-Generation Business Judgment Rule, Steven G. Bradbury
Michigan Law Review
This Note proposes a rationale and a methodology for applying the business judgment rule when directors resist a hostile bid during the auction phase of a control contest. Part I examines the changes that occur in the responsibilities of target directors when a corporate auction is initiated. This Part describes the Unocal business judgment rule test and discusses its usefulness in the auction phase of a takeover. While the test requires modification if it is to complement effectively the auction-phase duties announced in Revlon, this Part suggests that the business judgment rule continues to be relevant and important during …
Constitutional Law-Commerce Clause-State Taxation Of Interstate Commerce, Theodore J. St. Antoine S.Ed.
Constitutional Law-Commerce Clause-State Taxation Of Interstate Commerce, Theodore J. St. Antoine S.Ed.
Michigan Law Review
Appellant express company, a Delaware corporation, did only interstate business within the state of Virginia. Virginia levied a state tax on intangible personal property and money owned by express companies doing business within the state, and set off their real estate and tangible personal property for local levies. In addition to the property tax, the Virginia statute provided for an "annual license tax . . . for the privilege of doing business in this State." The tax was "equal to two and three-twentieths per centum upon the gross receipts . . . earned in this State on business passing through, …
Corporations--Shareholders-Effect On Voting Trust Agreement Of Inability To Transfer Shares To The Voting Trustees, Peter Van Domelen
Corporations--Shareholders-Effect On Voting Trust Agreement Of Inability To Transfer Shares To The Voting Trustees, Peter Van Domelen
Michigan Law Review
Plaintiff filed a petition in equity attacking his removal as a director and president of the defendant corporation on the grounds that such removal was brought about through the exercise of an alleged invalid voting trust agreement The plaintiff and another shareholder, each owning fifty per cent of the stock in the defendant corporation, had entered into a voting trust agreement by which they appointed themselves and a third party as voting trustees. At the time the trust agreement was executed, all of the stock was on deposit with an escrow agent subject to an existing escrow contract. Plaintiff challenged …
Corporations-Redeemable Stock-Fiduciary Duty Of Directors, Leroy H. Redfern S.Ed.
Corporations-Redeemable Stock-Fiduciary Duty Of Directors, Leroy H. Redfern S.Ed.
Michigan Law Review
A federal district court judge introduced an opinion on the fiduciary obligation of corporate directors by stating that "the doctrine of the fiduciary relation is one of the most confused and entangled subjects in corporation law." In Zahn v. Transamerica Corporation the fiduciary duties of corporate directors were discussed extensively by the Third Circuit Court of Appeals. The court not only failed to terminate the confusion and clear the entanglement but may well have added to it by using the fiduciary concept in a new field.
Corporations-Derivative Suits-Who Is A Shareholder Under Federal Rule 23 (B), Kent Chandler, Jr.
Corporations-Derivative Suits-Who Is A Shareholder Under Federal Rule 23 (B), Kent Chandler, Jr.
Michigan Law Review
Plaintiff brought suit in a federal district court to enforce the rights of defendant, an Illinois corporation, to monies allegedly embezzled by its president and to certain shares of stock allegedly issued to him illegally. The complaint alleged that plaintiff, a Delaware corporation, "is now and has been at all times hereinafter complained of the owner of 6538 shares of the common stock of . . . defendant herein." Defendant, showing by affidavit that plaintiff had never been a shareholder of record, moved to dismiss the complaint for failure to meet the requirements of federal rule 23 (b). The court …
Municipal Corporations - Effect Of The Lowest Responsible Bidder Statutes On "Local Labor" Provisions
Michigan Law Review
The plaintiff, a taxpayer, brought a bill to prevent the defendant from carrying out a contract with a certain construction company. The plaintiff alleged that the requirement in the proposal for bids that all laborers should have been residents of Delaware for at least six months prior to the awarding of the contract violated the lowest responsible bidder statute. Held, it not having been shown that the requirement would, as a matter pf fact, increase the cost, it therefore did not violate the statute, Ebbeson v. The Board of Public Education in Wilmington, (Del. 1931) 156 Atl. 286.