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Full-Text Articles in Law
Assessing The Legal Toolbox For Sea Level Rise Adaptation In Delaware: Options And Challenges For Regulators, Policymakers, Property Owners, And The Public, Kenneth Kristl
Kenneth T Kristl
Sea level rise is a real and growing issue in the State of Delaware. Over the next 90 years, a significant percentage—between 8 and 11 percent—of Delaware is at risk of being inundated. The threat of inundation has the potential to trigger reactions from some property owners that will seek to protect their interests. Thousands of these resulting individual, ad hoc decisions and non-decisions will make it difficult to carry out a unified strategy to adapt to the massive economic and geographic impacts sea level rise will likely cause in the State. It therefore behooves regulators, policy makers, property owners, …
A Delaware Response To Delaware's Choice, Lawrence Hamermesh, Norman Monhait
A Delaware Response To Delaware's Choice, Lawrence Hamermesh, Norman Monhait
Lawrence A. Hamermesh
This article is an invited response to Professor Subramanian’s article “Delaware’s Choice.” The article expresses skepticism, for two primary reasons, about the need for the change to Delaware’s takeover statute that Professor Subramanian proposes. First, there is uncertainty that the constitutionality of that statute would be evaluated today under a test as demanding as the one that was applied when the statute was upheld in the late 1980s. Second, citing an earlier article by A. Gilchrist Sparks and Helen Bowers, we question whether a constitutional evaluation of the takeover statute should be limited to data on tender offers that are …
M&A Under Delaware's Public Benefit Corporation Statute: A Hypothetical Tour, Frederick Alexander, Lawrence Hamermesh, Frank Martin, Norman Monhait
M&A Under Delaware's Public Benefit Corporation Statute: A Hypothetical Tour, Frederick Alexander, Lawrence Hamermesh, Frank Martin, Norman Monhait
Lawrence A. Hamermesh
Noting the enthusiastic initial response to Delaware’s 2013 public benefit corporation statute, this Article presents a series of hypotheticals as vehicles for comment on issues that are likely to arise in the context of mergers and acquisitions of public benefit corporations. The Article first examines appraisal rights, concluding that such rights will be generally available to stockholders in public benefit corporations, and noting the potential for ambiguity in defining “fair value” where the corporation’s purposes extend to public purposes as well as private profit. Next, the Article examines whether and to what extent “Revlon” duties and limitations on deal protection …
Consent In Corporate Law, Lawrence Hamermesh
Consent In Corporate Law, Lawrence Hamermesh
Lawrence A. Hamermesh
Recent Delaware case law explores and extends what the author describes as the “doctrine of corporate consent,” under which a stockholder is deemed to consent to changes in the corporate relationship that are adopted pursuant to statutory authority (such as by directors adopting bylaws). This essay examines whether and to what extent there may be limits on the application of the doctrine of corporate consent, and whether fee-shifting bylaws exceed those limits.
Delaware Corporate Law And The Model Business Corporation Act: A Study In Symbiosis, Jeffrey Gorris, Lawrence Hamermesh, Leo Strine
Delaware Corporate Law And The Model Business Corporation Act: A Study In Symbiosis, Jeffrey Gorris, Lawrence Hamermesh, Leo Strine
Lawrence A. Hamermesh
No abstract provided.
Silos, Corporate Law, And Bankruptcy Law, Lawrence Hamermesh
Silos, Corporate Law, And Bankruptcy Law, Lawrence Hamermesh
Lawrence A. Hamermesh
No abstract provided.
Delaware Legal Ethics, American Legal Ethics Library, Lawrence Hamermesh, Louise Hill
Delaware Legal Ethics, American Legal Ethics Library, Lawrence Hamermesh, Louise Hill
Louise L Hill
No abstract provided.
The Challenge To Delaware's Preeminence In Corporate Law, Lawrence Hamermesh
The Challenge To Delaware's Preeminence In Corporate Law, Lawrence Hamermesh
Lawrence A. Hamermesh
This short essay suggests that the focus on federal-state jurisdictional conflict over regulation of corporate governance in the U.S. is misplaced, and that declining levels of IPO's in the U.S. should be a concern shared by lawmakers at both state and federal levels. Those who reflexively advocate inflexible federal governance rules of wide application -- as opposed to regulatory reforms aimed carefully at unboundedly risky financial practices -- should prevail only upon a clear understanding that the potential benefits of such governance rules outweigh the risks associated with them.
Choosing Equality: Essays And Narratives On The Desegregation Experience, Robert Hayman, Leland Ware
Choosing Equality: Essays And Narratives On The Desegregation Experience, Robert Hayman, Leland Ware
Robert L. Hayman
No abstract provided.
Garcetti In Delaware: New Limits On Public Employees' Speech, Erin Daly
Garcetti In Delaware: New Limits On Public Employees' Speech, Erin Daly
Erin Daly
In 2006, the Supreme Court decided Garcetti v Ceballos, 547 U.S. 410 (2006), which significantly altered the free speech rights of the more than 18 million Americans who are public employees for federal, state or local government. It revised the test it had formerly used for public employee speech and, in so doing, dramatically diminished the scope of their rights. This has significant implications not only for the individuals involved, but for the public at large, and for the praxis of democracy in America: by limiting what public employees can say about their workplaces, the Court has reduced the amount …
Keeping The Coast Clear: Lessons About Protecting The Natural Environment By Controlling Industrial Development Under Delaware’S Coastal Zone Act, Kenneth T. Kristl
Keeping The Coast Clear: Lessons About Protecting The Natural Environment By Controlling Industrial Development Under Delaware’S Coastal Zone Act, Kenneth T. Kristl
Kenneth T Kristl
Passed in 1971, Delaware’s Coastal Zone Act was a pioneering law that declared as public policy the prohibition of heavy industry and the regulation of manufacturing within Delaware’s coastal zone because of the environmental threats posed by such development. This article is the first comprehensive scholarly analysis of how the Act has been interpreted and applied to protect Delaware’s coastal environment. It provides an extensive analysis and annotation of how the Act’s terms have been used and the principles of statutory interpretation that inform the Act’s continued application. The article argues that the Act’s prohibitions on heavy industry and bulk …
A Business Review Of The Delaware Series: Good Business For The Informed, Ann E. Conaway
A Business Review Of The Delaware Series: Good Business For The Informed, Ann E. Conaway
Ann E. Conaway
Delaware has long attempted to provide business structures that reflect the demands of the business community in an efficient and productive manner. One prime example of this demand/response is the "series" interest available in Delaware limited partnerships, LLCs, and statutory trusts. The series structure combines the flexibility that different types of businesses desire along with the statutory and contractual support that Delaware provides to all of its unincorporated business organizations. Other states have now emulated the Delaware series concept, although there is still considerable confusion as to how a series works. This piece provides an overview of some of the …
Delaware Legal Ethics, American Legal Ethics Library, Lawrence Hamermesh, Louise Hill
Delaware Legal Ethics, American Legal Ethics Library, Lawrence Hamermesh, Louise Hill
Lawrence A. Hamermesh
No abstract provided.
Calling Off The Lynch Mob: The Corporate Director's Fiduciary Disclosure Duty, Lawrence Hamermesh
Calling Off The Lynch Mob: The Corporate Director's Fiduciary Disclosure Duty, Lawrence Hamermesh
Lawrence A. Hamermesh
No abstract provided.
Paramount: The Mixed Merits Of Mush, Alan E. Garfield
Paramount: The Mixed Merits Of Mush, Alan E. Garfield
Alan E Garfield
The Article critiques the Delaware Supreme Court’s 1990 decision, Paramount Communications, Inc. v. Time Inc. It argues that Paramount left no clear standards in its wake. While the decision seemed to lean in favor of more managerial discretion in the takeover context, it was not clear how far it leaned, or how closely tied the court’s reasoning was to the peculiar facts of the case. While other commentators critiqued Paramount for its management bias, this article instead focuses on the decision’s murkiness. It considers the merits of moving takeover jurisprudence away from the clearer standards that had been evolving in …