Open Access. Powered by Scholars. Published by Universities.®
- Keyword
-
- Corporations (3)
- Shareholders (2)
- Takeovers (2)
- Cleanup (1)
- Coase Theorem (1)
-
- Coercion (1)
- Comprehensive Environmental Response Compensation and Liability Act (1)
- Delaware (1)
- Dissolution (1)
- Economics (1)
- Hazardous waste (1)
- Immunity act (1)
- Johnson (Lyman) (1)
- Law reform (1)
- Millon (David) (1)
- Model Business Corporation Act (1)
- New Jersey Spill Act (1)
- Share acquisition (1)
- Superfund (1)
- Takeover (1)
- Tender offer (1)
Articles 1 - 5 of 5
Full-Text Articles in Law
State Takeover Statutes Revisited, Richard A. Booth
State Takeover Statutes Revisited, Richard A. Booth
Michigan Law Review
I have a confession to make. The title of my article that appeared recently in this review, The Promise of State Takeover Statutes, was deliberately chosen for its shock value. Since few if any reflective works have supported state takeover statutes, it occurred to me that a title suggesting there was something positive in them might get someone's attention. Clearly it did. In a recent piece entitled Missing the Point About State Takeover Statutes, Professors Lyman Johnson and David Millon take issue with my title. I say that they take issue with my title because it does not …
Corporate Life After Death: Cercla Preemption Of State Corporate Dissolution Law, Audrey J. Anderson
Corporate Life After Death: Cercla Preemption Of State Corporate Dissolution Law, Audrey J. Anderson
Michigan Law Review
This Note discusses CERCLA's preemption of state corporate dissolution law. Although CERCLA contains a preemption clause intended to specify CERCLA's relationship with other laws, this clause addresses only state laws that impose stricter standards than those contained in CERCLA, and does not address state laws that, like dissolution laws, remove liability from a party otherwise liable under CERCLA. Courts, therefore, have also looked to section 107 of CERCLA, which imposes liability against specified parties "[n]notwithstanding any other provision or rule of law," to determine CERCLA's general relationship with state law. Through such an analysis, courts have agreed that CERCLA does …
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 …
Coase Defends Coase: Why Lawyers Listen And Economists Do Not, Stewart Schwab
Coase Defends Coase: Why Lawyers Listen And Economists Do Not, Stewart Schwab
Michigan Law Review
A Review of The Firm The Market and The Law by Ronald Coase
Missing The Point About State Takeover Statutes, Lyman Johnson, David Millon
Missing The Point About State Takeover Statutes, Lyman Johnson, David Millon
Michigan Law Review
In a recent article in this journal, Professor Richard Booth offers an extended appraisal of state legislation regulating hostile corporate takeovers. We think Booth's article requires comment for two reasons. The first reason is perhaps more obvious, though less interesting from our point of view. To be blunt, "unfairness" to shareholders due to coercion arising out of two-tier or partial offers simply does not occur with enough frequency to warrant a sixty-seven-page article in a major law review. According to recent congressional testimony by SEC Commissioner Cox, from 1982 to 1986 the number of two-tier offers declined from 18% of …