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The Illusion Of Fairness Through Special Committees In Management Buyouts, Shelby D. Green
The Illusion Of Fairness Through Special Committees In Management Buyouts, Shelby D. Green
Elisabeth Haub School of Law Faculty Publications
This essay will explore these deficiencies and argue for real, and not illusory, safeguards against directors' self-dealing in management buyouts. Part II provides an overview of corporation law regarding the decisionmaking authority of the board. Part III discusses self-dealing transactions as exceptions to the normal judicial deference accorded board decisions. Part IV discusses the flaws in the use of the special committee to address conflict of interest problems. Part V provides an analysis of the case introducing this essay and Part VI offers conclusions and suggestions for reform.
Corporate Philanthropy And The Business Benefit: The Need For Clarity, Shelby D. Green
Corporate Philanthropy And The Business Benefit: The Need For Clarity, Shelby D. Green
Elisabeth Haub School of Law Faculty Publications
The need for clarity or harmony is the subject of this essay. Part II summarizes a philosophical debate between two scholars on the mission of the corporation. Part III briefly traces the historical development of the relevant principles and Part IV examines the actual philanthropic practices of several large publicly held corporations. Finally, Part V considers the continuing significance of the common law rule in light of these practices and urges support for the ALI proposal.