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Articles 1 - 16 of 16

Full-Text Articles in Law

Officer Accountability, Megan Wischmeier Shaner Dec 2015

Officer Accountability, Megan Wischmeier Shaner

Megan Wischmeier Shaner

The officer is at the center of modern corporate governance. Wielding immense power and influence, officers’ conduct and decision-making can determine the success or failure of their companies and impact the economy more broadly. Fiduciary duties under state law serve as a vital check on officer power. This article is the third piece in a study of the role of fiduciary duties in regulating officer behavior. It examines an underlying premise in prior scholarship – that officers are rarely being held accountable for their conduct in the traditional fiduciary duty litigation context of state court. This article reviews opinions of the ...


Deal Protection Devices: The Negotiation, Protection, And Enforcement Of M&A Transactions (Forthcoming), Megan Shaner Dec 2014

Deal Protection Devices: The Negotiation, Protection, And Enforcement Of M&A Transactions (Forthcoming), Megan Shaner

Megan Wischmeier Shaner

No abstract provided.


The (Un)Enforcement Of Corporate Officers' Duties, Megan Wischmeier Shaner Oct 2014

The (Un)Enforcement Of Corporate Officers' Duties, Megan Wischmeier Shaner

Megan Wischmeier Shaner

No abstract provided.


How "Bad Law, Bad Economics And Bad Policy" Positively Shaped Corporate Behavior, Megan Wischmeier Shaner Dec 2013

How "Bad Law, Bad Economics And Bad Policy" Positively Shaped Corporate Behavior, Megan Wischmeier Shaner

Megan Wischmeier Shaner

No abstract provided.


Revisiting Omnicare: What Does Its Status 10 Years Later Tell Us?, Megan Wischmeier Shaner Dec 2012

Revisiting Omnicare: What Does Its Status 10 Years Later Tell Us?, Megan Wischmeier Shaner

Megan Wischmeier Shaner

No abstract provided.


Revisiting And Re-Evaluating Omnicare 10 Years Later, Megan Wischmeier Shaner Aug 2012

Revisiting And Re-Evaluating Omnicare 10 Years Later, Megan Wischmeier Shaner

Megan Wischmeier Shaner

Abstract Known as one of the premier business courts in the country, very few decisions of the Delaware Supreme Court have garnered as much criticism as Omnicare, Inc. v. NCS Healthcare, Inc. In a court famously known for issuing unanimous decisions, Omnicare led to two separate dissenting opinions. In the dissents and in the years since its issuance, the majority’s decision has been faulted not only for its doctrinal shortcomings, but also for its potentially negative impact on M&A activity and its poor corporate policy implications. This has led many academics and practitioners to ask whether Omnicare was ...


Revisiting And Re-Evaluating Omnicare 10 Years Later, Megan Wischmeier Shaner Aug 2012

Revisiting And Re-Evaluating Omnicare 10 Years Later, Megan Wischmeier Shaner

Megan Wischmeier Shaner

Abstract Known as one of the premier business courts in the country, very few decisions of the Delaware Supreme Court have garnered as much criticism as Omnicare, Inc. v. NCS Healthcare, Inc. Indeed, much of the criticism originated from the court itself; in a court famously known for issuing unanimous decisions, Omnicare led to two separate dissenting opinions. In the dissents and in the years since its issuance, the majority’s decision has been faulted not only for its doctrinal shortcomings, but also for its potentially negative impact on merger and acquisition activity and its poor corporate policy implications. This ...


Revisiting And Re-Evaluating Omnicare 10 Years Later, Megan Wischmeier Shaner Aug 2012

Revisiting And Re-Evaluating Omnicare 10 Years Later, Megan Wischmeier Shaner

Megan Wischmeier Shaner

Abstract Known as one of the premier business courts in the country, very few decisions of the Delaware Supreme Court have garnered as much criticism as Omnicare, Inc. v. NCS Healthcare, Inc. Indeed, much of the criticism originated from the court itself; in a court famously known for issuing unanimous decisions, Omnicare led to two separate dissenting opinions. In the dissents and in the years since its issuance, the majority’s decision has been faulted not only for its doctrinal shortcomings, but also for its potentially negative impact on merger and acquisition activity and its poor corporate policy implications. This ...


Chapter, Megan Shaner, Susan Zachman Dec 2010

Chapter, Megan Shaner, Susan Zachman

Megan Wischmeier Shaner

No abstract provided.


Safe Harbor For Officer Reliance: Comparing The Approaches Of The Model Act And Delaware’S General Corporation Law, Megan Wischmeier Shaner, R. Franklin Balotti Dec 2010

Safe Harbor For Officer Reliance: Comparing The Approaches Of The Model Act And Delaware’S General Corporation Law, Megan Wischmeier Shaner, R. Franklin Balotti

Megan Wischmeier Shaner

No abstract provided.


Delaware Meeting Requirements: An Overview Of Delaware-Specific Issues For Stockholders' Meetings, Megan Shaner, John Zeberkiewcz Nov 2010

Delaware Meeting Requirements: An Overview Of Delaware-Specific Issues For Stockholders' Meetings, Megan Shaner, John Zeberkiewcz

Megan Wischmeier Shaner

No abstract provided.


Restoring The Balance Of Power In Corporate Management: Enforcing An Officer's Duty Of Obedience, Megan Wischmeier Shaner Oct 2010

Restoring The Balance Of Power In Corporate Management: Enforcing An Officer's Duty Of Obedience, Megan Wischmeier Shaner

Megan Wischmeier Shaner

No abstract provided.


Stockholder Ratification: A Review Of The Benefits And Burdens, Megan Shaner, Mark Gentile, John Zeberkiewicz Feb 2009

Stockholder Ratification: A Review Of The Benefits And Burdens, Megan Shaner, Mark Gentile, John Zeberkiewicz

Megan Wischmeier Shaner

No abstract provided.


Aba Committee On Business And Corporate Litigation, Megan Shaner Dec 2006

Aba Committee On Business And Corporate Litigation, Megan Shaner

Megan Wischmeier Shaner

No abstract provided.


Aba Committee On Business And Corporate Litigation, Megan Shaner Dec 2005

Aba Committee On Business And Corporate Litigation, Megan Shaner

Megan Wischmeier Shaner

No abstract provided.


Protecting Individuals From "Double Jeopardy" In A Post-Hudson Era, Megan Wischmeier Shaner Feb 2005

Protecting Individuals From "Double Jeopardy" In A Post-Hudson Era, Megan Wischmeier Shaner

Megan Wischmeier Shaner

No abstract provided.