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Articles 1 - 30 of 49
Full-Text Articles in Law
Cumulative Voting For Corporation Directors: Majority Shareholders In The Role Of A Fox Guarding A Hen House, Richard S. Dalebout
Cumulative Voting For Corporation Directors: Majority Shareholders In The Role Of A Fox Guarding A Hen House, Richard S. Dalebout
BYU Law Review
No abstract provided.
Corporate Scienter Under The Securities Exchange Act Of 1934, Craig L. Griffin
Corporate Scienter Under The Securities Exchange Act Of 1934, Craig L. Griffin
BYU Law Review
No abstract provided.
Independent Motion Picture Financing: Unregistered Limited Partnership Offerings, James L. Thompson
Independent Motion Picture Financing: Unregistered Limited Partnership Offerings, James L. Thompson
BYU Law Review
No abstract provided.
Department Of Corporations, R. Ehrman
Department Of Corporations, R. Ehrman
California Regulatory Law Reporter
No abstract provided.
Valuation Freezes After The 1988 Act: The Impact Of Section 2036(C) On Closely Held Businesses, Karen C. Burke
Valuation Freezes After The 1988 Act: The Impact Of Section 2036(C) On Closely Held Businesses, Karen C. Burke
William & Mary Law Review
No abstract provided.
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 …
Department Of Corporations, L. Lory
Department Of Corporations, L. Lory
California Regulatory Law Reporter
No abstract provided.
Minority Shareholder Rights In Canada And England: 1860-1987, Jeffrey G. Macintosh
Minority Shareholder Rights In Canada And England: 1860-1987, Jeffrey G. Macintosh
Osgoode Hall Law Journal
This article reviews the changing relationship between majority and minority shareholders over approximately the past century and a quarter. In the last century and the early part of this century, company law in Canada and England was built on a foundation of majoritarianism, which was sometimes applied over-zealously by the courts to the detriment of minority shareholders. This majoritarianism has slowly yielded over time, however, to a greater concern for the position of minority shareholders. It is still not clear if controlling shareholders owe fiduciary duties at common law either to the company or to other shareholders. However, the courts …
The Law Of Worker Ownership, Christopher S. Axworthy, David Perry
The Law Of Worker Ownership, Christopher S. Axworthy, David Perry
Osgoode Hall Law Journal
This article discusses Canadian, U.K., U.S., French, and Swedish models of worker ownership and the legal principles which apply to them. Based on the evidence that, in contrast to other traditional forms of workplace organization, worker participation in ownership and management gives rise to greater efficiency and productivity, lower employee absentee rates, greater job satisfaction, reduced need for managerial supervision, the lowest cost per job created and a democratic workplace, the article argues for comprehensive legislation to address the relevant issues surrounding worker ownership, so that worker co-operatives and other forms of worker ownership can reach their full potential in …
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 …
The Basics Of Disclosure: The Market For Information In The Market For Corporate Control, James Harlan Koenig
The Basics Of Disclosure: The Market For Information In The Market For Corporate Control, James Harlan Koenig
University of Miami Law Review
No abstract provided.
Department Of Corporations, L. Lory
Department Of Corporations, L. Lory
California Regulatory Law Reporter
No abstract provided.
Revision Of The Foreign Corrupt Practices Act By The 1988 Omnibus Trade Bill: Will It Reduce The Compliance Burdens And Anticompetitive Impact?, Judith L. Roberts
Revision Of The Foreign Corrupt Practices Act By The 1988 Omnibus Trade Bill: Will It Reduce The Compliance Burdens And Anticompetitive Impact?, Judith L. Roberts
BYU Law Review
No abstract provided.
Defining And Upholding State Rights To Regulate Tender Offers After Mite And Cts, Michael A. Day
Defining And Upholding State Rights To Regulate Tender Offers After Mite And Cts, Michael A. Day
Brigham Young University Journal of Public Law
No abstract provided.
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
Petitions For Modification Of Msha Safety Standards: Process, Problems And A Proposal For Reform, Timothy M. Biddle, Thomas C. Means, Susan E. Chetlin
Petitions For Modification Of Msha Safety Standards: Process, Problems And A Proposal For Reform, Timothy M. Biddle, Thomas C. Means, Susan E. Chetlin
West Virginia Law Review
No abstract provided.
The Debate Over The Adequacy Of The United States Approach To Acid Deposition: The Electric Utility Industry Perspective, Michael L. Teague, Maida O. Lerner, Mel S. Schulze, Norman W. Fichthorn
The Debate Over The Adequacy Of The United States Approach To Acid Deposition: The Electric Utility Industry Perspective, Michael L. Teague, Maida O. Lerner, Mel S. Schulze, Norman W. Fichthorn
West Virginia Law Review
Following some introductory remarks, this paper analyzes the issues of the acid deposition debate in two parts. First, it provides the electric utility industry perspective on the adequacy of the United States' current approach to air quality regulation. Second, it analyzes the recent litigation brought by the environmentalists in an effort to explain why their litigation strategy has been unsuccessful. Concern about the effect of the air pollution attendant with the industrial development of the United States has spawned massive efforts by the public and private sectors to establish and comply with requirements for environmental protection. Even though these efforts …
Reverse Piercing The Corporate Veil: Should Corporation Owners Have It Both Ways?, Michael J. Gaertner
Reverse Piercing The Corporate Veil: Should Corporation Owners Have It Both Ways?, Michael J. Gaertner
William & Mary Law Review
No abstract provided.
Iii. Corporate & Securities Law
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 …
Towards The Harmonization Of Ec-Member States' Regulations On Takeover Bids: The Proposal For A Thirteenth Council Directive On Company Law, Nathalie Basaldua
Towards The Harmonization Of Ec-Member States' Regulations On Takeover Bids: The Proposal For A Thirteenth Council Directive On Company Law, Nathalie Basaldua
Northwestern Journal of International Law & Business
In its White Paper Program advocating the removal of all remaining internal barriers in the Common Market by 1992, the Commission for the European Communities ("Commission") expressed a need for harmonizing the laws of the Member States on takeover bids and announced that it would be bringing forward a proposal for a directive on this subject. Urged by the European Parliament and after consultations with experts from Member States and interest groups, the Commission adopted the Proposal for a Thirteenth Council Directive on Company Law concerning takeover and other general bids (the "Proposal" or "proposed Directive"). Before this text enters …
Pennsylvania Says, Not In My House, Paul D. Weller
Pennsylvania Says, Not In My House, Paul D. Weller
Villanova Law Review
No abstract provided.
The Type D Reorganization After 1986: A Case For Repeal, Kelley Walsh White
The Type D Reorganization After 1986: A Case For Repeal, Kelley Walsh White
Loyola University Chicago Law Journal
No abstract provided.
An American Perspective On The European Commission's "Amended Proposal For A Council Regulation On The Control Of Concentrations Between Undertakings" And Its Impact On Hostile Tender Offers, Jeffrey P. Greenbaum
An American Perspective On The European Commission's "Amended Proposal For A Council Regulation On The Control Of Concentrations Between Undertakings" And Its Impact On Hostile Tender Offers, Jeffrey P. Greenbaum
Penn State International Law Review
The Amended Proposal for a Council Regulation on the Control of Concentrations Between Undertakings is a European measure in preparation for the unified internal market in 1992. The aim of the proposal is to regulate corporate reorganizations, mergers, and acquisitions resulting from the additional competition likely to emerge from the unified market. This article provides a thorough analysis of the Proposal's intended application in comparison to the American Hart-Scott-Rodino Antitrust Improvements Act and its potential effectiveness and shortcomings.
Symposium: Maryland's Director And Officer Liability Statute Of 1988 — Introduction To A Symposium, Arnold Rochvarg
Symposium: Maryland's Director And Officer Liability Statute Of 1988 — Introduction To A Symposium, Arnold Rochvarg
University of Baltimore Law Review
No abstract provided.
New Life For The Agency Theory: Commissioner V. Bollinger, 108 S. Ct. 1173 (1988), Linda J. Griffiths
New Life For The Agency Theory: Commissioner V. Bollinger, 108 S. Ct. 1173 (1988), Linda J. Griffiths
Florida State University Law Review
No abstract provided.
Ec Merger Control In The 1990s: An Overview Of The Draft Regulation, Frank L. Fine
Ec Merger Control In The 1990s: An Overview Of The Draft Regulation, Frank L. Fine
Northwestern Journal of International Law & Business
The wave of mergers and acquisitions experienced during the last several years in the United States is now on its way to Europe. The Commission of the European Communities ('Commission') recently reported that cross-border mergers and stock purchases of majority shareholdings in the European Community ('EC' or 'Community') have surged from 29 in 1983-1984 to 52 in 1985-1986. Acquisitions by non-EC companies, particularly United States and Japanese firms, are also likely to increase dramatically. The Community has become a field ripe for merger activity largely because both European and non-European companies are keen to position themselves in anticipation of '1992,' …
Japan And The Bigness Mystique, Gary R. Saxonhouse
Japan And The Bigness Mystique, Gary R. Saxonhouse
Northwestern Journal of International Law & Business
Walter Adams and James Brock are correct. There is little overseas evidence to support the proposition that there is a close link between international competitiveness and firm size. As Adams and Brock point out, the Japanese experience, in particular, highlights the absence of any intimate connection between these variables. The distinctive vitality of Japan's small-scale sector is a very old story. Whether it is the last decades of the Tokugawa period (1600-1868), the Meiji period (1868-1912), the Taisho period (1912-1926), or the Showa (1926-1989) period, commentators have invariably noted the surprising persistence of Japan's smaller-scale enterprises. Where once they were …