Open Access. Powered by Scholars. Published by Universities.®
- Keyword
-
- Alien Tort Statutes (1)
- Compliance (1)
- Congo (Democratic Republic) (1)
- Corporate governance (1)
- Corporate liability (1)
-
- Delaware limited liability companies (1)
- Disclosure of information (1)
- Dodd-Frank act (1)
- Fiduciary duties (1)
- Good faith covenant (1)
- Human rights (1)
- Human rights litigation (1)
- Insider trading (1)
- James Madison (1)
- Judicial review (1)
- LLC (1)
- Mergers and acquisitions (1)
- Sex crimes (1)
- Social responsibility (1)
- United States Securities & Exchange Commission (1)
- Publication Type
Articles 1 - 5 of 5
Full-Text Articles in Law
Corporate Tort Liability Under The Alien Tort Statute Post-Kiobel, Scott E. Allbright Jr.
Corporate Tort Liability Under The Alien Tort Statute Post-Kiobel, Scott E. Allbright Jr.
University of Miami Business Law Review
No abstract provided.
“Comply Or Explain”—A Flexible Mechanism To Countervail Behavioral Biases In M&A Transactions, Gerrit M. Beckhaus
“Comply Or Explain”—A Flexible Mechanism To Countervail Behavioral Biases In M&A Transactions, Gerrit M. Beckhaus
University of Miami Business Law Review
Mergers and acquisitions (M&A) are a common phenomenon of great importance in today’s business world. However, the majority of them fail to achieve the aspired objectives. These failures can be attributed to various circumstances, inter alia decision-makers’ vulnerability to behavioral biases due to the complexity, uncertainty, and time pressure characteristic of M&A transactions. Such biases often lead to predictable irrational behavior resulting in momentous misjudgments. Despite numerous psychological studies proving that people systematically tend to make irrational decisions under uncertainty, neither the transactional practice nor its current legal framework address this problem. Instead, the present law shields decision-makers from potential …
“Package Deal”: The Curious Relationship Between Fiduciary Duties And The Implied Covenant Of Good Faith And Fair Dealing In Delaware Limited Liability Companies, Monica E. White
University of Miami Business Law Review
Since 1977, the popularity of the limited liability company (“LLC”) has grown tremendously, overtaking the corporation and the partnership as the preferred business structure in many jurisdictions. Amidst this growth in popularity, a legal debate has sparked concerning the existence, nature, and extent of the fiduciary and contractual duties owed in the LLC context.
Drafters of LLC agreements can adjust fiduciary “norms” through limitation or, in certain jurisdictions like Delaware, through complete elimination of fiduciary duties. However, the implied contractual covenant of good faith and fair dealing (the “Implied Covenant” or the “Covenant”) remains and cannot be waived by the …
From Kansas To The Congo: Why Naming And Shaming Corporations Through The Dodd-Frank Act's Corporate Governance Disclosure Won't Solve A Human Rights Crisis, Marcia Narine
Articles
No abstract provided.
Back To The Future, Sergio J. Campos