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Articles 1 - 8 of 8
Full-Text Articles in Law
Teaching In A Developing Country: Mistakes Made And Lessons Learned In Uganda, Stuart R. Cohn
Teaching In A Developing Country: Mistakes Made And Lessons Learned In Uganda, Stuart R. Cohn
Stuart R. Cohn
When, out of the blue, I was asked to direct a 3-week workshop in Uganda relating to that country’s recently created capital market infrastructure, I asked to review the laws and regulations that had been adopted to date. Upon examination, these laws and regulations were so well developed and sophisticated that I wondered whether there was anything I could provide to people who obviously already knew what they were doing. Imagine my great surprise when some pre-workshop phone calls to Uganda produced the information that the laws and regulations had essentially been copied from other countries and that very few …
Corporate Natural Law: The Dominance Of Justice In A Codified World, Stuart R. Cohn
Corporate Natural Law: The Dominance Of Justice In A Codified World, Stuart R. Cohn
Stuart R. Cohn
One tends to think of corporate law as quite formalistic, bound by corporate statutes, articles of incorporation, bylaws, and customary rules of commercial conduct. While many aspects of corporate law are indeed so rule-bound, the truth is that the major issues facing directors, officers and shareholders, ranging from fiduciary duties to minority rights, are generally determined by much more amorphous principles of equity. Hence the notion of “corporate natural law.”
Tender Offers And The Sale Of Control: An Analogue To Determine The Validity Of Target Management Defense Measures, Stuart R. Cohn
Tender Offers And The Sale Of Control: An Analogue To Determine The Validity Of Target Management Defense Measures, Stuart R. Cohn
Stuart R. Cohn
The hostile tender offer phenomenon has spawned wholesale defensive measures adopted by target company management. In recent years, confrontations like those of Occidental Petroleum-Mead Corporation and American Express-McGraw-Hill have resulted in target management causing the eventual withdrawal of the tender offer by employing a variety of defensive measures known colloquially as “scorched earth” tactics. The “urge to merge” among major corporations will continue to produce unsolicited, nonnegotiated tender offers at varying scales of size. Consequently, strategies and techniques have been created at a pace faster than the process of litigation, causing a discernible lag between the ingenuity of corporate management …
Stock Appreciation Rights And The Sec: A Case Of Questionable Rulemaking, Stuart R. Cohn
Stock Appreciation Rights And The Sec: A Case Of Questionable Rulemaking, Stuart R. Cohn
Stuart R. Cohn
A stock appreciation rights (SARs) program is a form of deferred incentive compensation. Grantees are awarded SAR-units representing an equal number of the grantor’s equity shares currently being traded in public markets. SARs provide grantees the benefit of stock ownership without equity interest, investment, or risk of loss. Stock appreciation rights programs offer various advantages over other forms of executive compensation and have grown rapidly in number. These advantages include the availability of benefits without the requirement of monetary payments, the utilization of SARs as an interest-free form of financing the purchase of stock under tandem stock option programs, the …
Securities Markets For Small Issuers: The Barrier Of Federal Solicitation And Advertising Prohibitions, Stuart R. Cohn
Securities Markets For Small Issuers: The Barrier Of Federal Solicitation And Advertising Prohibitions, Stuart R. Cohn
Stuart R. Cohn
How can small issuers find potential investors and stay within the confines of federal securities laws? That is a perplexing question given the very strong prohibitions against advertising and solicitation found in SEC rules and no-action letters. What the registration exemptions purport to give with one hand, i.e. ability to raise capital without the cost and delay of registration, the anti-solicitation rules take away with the other. These rules need to be lifted or modified if small businesses are to have a viable opportunity to seek potential investors.
Demise Of The Director's Duty Of Care: Judicial Avoidance Of Standards And Sanctions Through The Business Judgment Rule, Stuart R. Cohn
Demise Of The Director's Duty Of Care: Judicial Avoidance Of Standards And Sanctions Through The Business Judgment Rule, Stuart R. Cohn
Stuart R. Cohn
Courts love the so-called business judgment rule. It dispenses quickly and easily with derivative actions against corporate directors and officers, and other challenges to corporate conduct. Unfortunately, the business judgment rule has come to mask its underlying premise, i.e. that there must have been a business judgment made. This article examines the dominance of the business judgment rule over the underlying requirement of the duty of care and suggests reform measures that will bring the duty of care back to its appropriate role in determining the merits of management decision-making processes.
The Impact Of Securities Laws On Developing Companies: Would The Wright Brothers Have Gotten Off The Ground?, Stuart R. Cohn
The Impact Of Securities Laws On Developing Companies: Would The Wright Brothers Have Gotten Off The Ground?, Stuart R. Cohn
Stuart R. Cohn
Suppose the Wright brothers, to pursue their dreams of manned flight, needed outside financing. Confronted with the intimidating regulatory requirements of today 's state and federal securities laws, would they ever have gotten off the ground? With historical illustrations, this Essay presents an entertaining look at the serious problems that would be encountered today by entrepreneurs who have ideas but need capital to develop them. It analyzes the regulatory maze and prohibitions of state and federal securities laws and concludes that, in today's marketplace, the Wright brothers probably would have violated several laws to obtain essential financing for their venture.
The Non-Merger Virtual Merger: Is Corporate Law Ready For Virtual Reality?, Stuart Cohn
The Non-Merger Virtual Merger: Is Corporate Law Ready For Virtual Reality?, Stuart Cohn
Stuart R. Cohn
The term virtual mergers describes the relatively recent phenomenon of companies entering into contractual arrangements that are functionally, but not legally, equivalent to mergers prescribed by corporate statutes. Virtual mergers usually involve the shared use of assets contributed by each of the companies. A central element of the transaction is that the two companies remain legally independent, each with its own directors, officers, and shareholders. The arrangements can usually be terminated by either party, allowing each company to return to the status quo ante or exercise buyout rights if contractually provided. Although virtual mergers have occurred among public companies in …