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Full-Text Articles in Law

Cleaning Up The Corporate Opportunity Doctrine Mess: A First Principles Approach, Yifat Naftali Ben Zion Oct 2023

Cleaning Up The Corporate Opportunity Doctrine Mess: A First Principles Approach, Yifat Naftali Ben Zion

Washington and Lee Law Review

Almost a century ago, a legal dispute over who is the rightful owner of Pepsi-Cola, at the time an unknown syrup company on the verge of bankruptcy, led the Supreme Court of Delaware to develop what is now famously known as the corporate opportunity doctrine. This doctrine is the central framework Delaware courts use to this day to determine whether an officer who seized a business opportunity has breached his fiduciary duties. Despite the doctrine’s old roots, it has thus far failed to reach stable ground. For one, while many corporate law scholars have supported the rule developed following this …


Corporate Officers As Agents, Deborah A. Demott Apr 2017

Corporate Officers As Agents, Deborah A. Demott

Washington and Lee Law Review

No abstract provided.


Games Ceos Play And Interest Convergence Theory: Why Diversity Lags In America's Boardrooms And What To Do About It, Steven A. Ramirez Sep 2004

Games Ceos Play And Interest Convergence Theory: Why Diversity Lags In America's Boardrooms And What To Do About It, Steven A. Ramirez

Washington and Lee Law Review

No abstract provided.


Race To The Top Of The Corporate Ladder: What Minorities Do When They Get There, Devon W. Carbado, Mitu Gulati Sep 2004

Race To The Top Of The Corporate Ladder: What Minorities Do When They Get There, Devon W. Carbado, Mitu Gulati

Washington and Lee Law Review

Racing to the top of the corporate hierarchy is difficult, no matter how qualified or capable the candidate. Producing more widgets than one's competitors is not enough. Negotiating the political landscape of the institution is also required. More specifically, individual corporate officers have to be appeased, powerful interest groups have to be co-opted and made allies, and competitors have to be undermined or eliminated. The more bureaucratic the organization and the more opaque the promotion process, the more important this institutional game to climbing the corporate ladder. This Article identifies the kind of racial minorities or racial types who are …


Proposals For Reform Of Corporate Boards Of Directors: The Dual Board And Board Ombudsperson, Lynne L. Dallas Jan 1997

Proposals For Reform Of Corporate Boards Of Directors: The Dual Board And Board Ombudsperson, Lynne L. Dallas

Washington and Lee Law Review

No abstract provided.


Situation-Specific Fiduciary Duties For Corporate Directors: Enforceable Obligations Or Toothless Ideals?, Rima Fawal Hartman Sep 1993

Situation-Specific Fiduciary Duties For Corporate Directors: Enforceable Obligations Or Toothless Ideals?, Rima Fawal Hartman

Washington and Lee Law Review

No abstract provided.


If You Can't Trust A Fiduciary, Who Can You Trust? Using State Fiduciary Duties To Compel Shareholders In Closely Held Corporations To Disclose Preliminary Merger Negotiations Jun 1988

If You Can't Trust A Fiduciary, Who Can You Trust? Using State Fiduciary Duties To Compel Shareholders In Closely Held Corporations To Disclose Preliminary Merger Negotiations

Washington and Lee Law Review

No abstract provided.


The Financial Institutions Regulatory And Interest Rate Control Act Of 1978, Federal Banking Agencies, And The Judiciary: The Struggle To Define The Limitation Of Cease And Desist Order Authority Sep 1987

The Financial Institutions Regulatory And Interest Rate Control Act Of 1978, Federal Banking Agencies, And The Judiciary: The Struggle To Define The Limitation Of Cease And Desist Order Authority

Washington and Lee Law Review

No abstract provided.


Directors' Standard Of Care And Directors' Liability Under The Virginia Stock Corporation Act Jun 1987

Directors' Standard Of Care And Directors' Liability Under The Virginia Stock Corporation Act

Washington and Lee Law Review

No abstract provided.


Is Silence Golden? A Director's Duty To Disclose Preliminary Merger And Acquisition Negotiations , Lawrence G. Nusbaum, Iii, David C. Young Jun 1987

Is Silence Golden? A Director's Duty To Disclose Preliminary Merger And Acquisition Negotiations , Lawrence G. Nusbaum, Iii, David C. Young

Washington and Lee Law Review

No abstract provided.


Moran And The Poison Pill: A Target's Savior? Jun 1986

Moran And The Poison Pill: A Target's Savior?

Washington and Lee Law Review

No abstract provided.


Down But Not Out-The Lock-Up Option Still Has Legal Punch When Properly Used Jun 1986

Down But Not Out-The Lock-Up Option Still Has Legal Punch When Properly Used

Washington and Lee Law Review

No abstract provided.


Golden Parachutes: Executiveemployment Contracts, William R. Spalding Jun 1983

Golden Parachutes: Executiveemployment Contracts, William R. Spalding

Washington and Lee Law Review

No abstract provided.


Director Dismissal Of Derivative Suits After Zapata Corp. V. Maldonado Jun 1982

Director Dismissal Of Derivative Suits After Zapata Corp. V. Maldonado

Washington and Lee Law Review

No abstract provided.


Directors' Duties And Liabilities Under The Securities Acts And Corporation Law, Elliot Goldstein, Michael Shepherd Jun 1979

Directors' Duties And Liabilities Under The Securities Acts And Corporation Law, Elliot Goldstein, Michael Shepherd

Washington and Lee Law Review

No abstract provided.


Director And Audit Committee Responsibilities Relating To Perquisites, Charles B. Tomm Jan 1979

Director And Audit Committee Responsibilities Relating To Perquisites, Charles B. Tomm

Washington and Lee Law Review

No abstract provided.


Jurisdiction Over The Corporate Agent: The Fiduciary Shield, Thomas H. Sponsler Mar 1978

Jurisdiction Over The Corporate Agent: The Fiduciary Shield, Thomas H. Sponsler

Washington and Lee Law Review

No abstract provided.


The Outside Director - Selection, Responsibilities, And Contribution To The Public Corporation, Avery S. Cohen Jun 1977

The Outside Director - Selection, Responsibilities, And Contribution To The Public Corporation, Avery S. Cohen

Washington and Lee Law Review

No abstract provided.


Factors Determining The Degree Of Culpability Necessary For Violation Of The Federal Securities Laws In Information Transmission Cases, David S. Ruder Jun 1975

Factors Determining The Degree Of Culpability Necessary For Violation Of The Federal Securities Laws In Information Transmission Cases, David S. Ruder

Washington and Lee Law Review

No abstract provided.


Sec Enforcement Techniques: Expanding And Exotic Forms Of Ancillary Relief, James C. Treadway, Jr. Jun 1975

Sec Enforcement Techniques: Expanding And Exotic Forms Of Ancillary Relief, James C. Treadway, Jr.

Washington and Lee Law Review

No abstract provided.


"Notice To The Corporation" And The Undated Resignation Mar 1972

"Notice To The Corporation" And The Undated Resignation

Washington and Lee Law Review

No abstract provided.


Director's Right To Inspect Corporate Records Sep 1962

Director's Right To Inspect Corporate Records

Washington and Lee Law Review

No abstract provided.