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Full-Text Articles in Law
Corporate Law Through An Antitrust Lens, Edward B. Rock
Corporate Law Through An Antitrust Lens, Edward B. Rock
All Faculty Scholarship
No abstract provided.
Filling Gaps In The Close Corporation Contract: A Transaction Cost Analysis, Charles R.T. O'Kelley
Filling Gaps In The Close Corporation Contract: A Transaction Cost Analysis, Charles R.T. O'Kelley
Scholarly Works
This Article develops a more refined transaction-cost based theory which explains: why rational investors in jointly owned, closely held firms initially choose corporate form; why they leave the contractual gaps that they do; and how efficiency-minded judges should respond to postharmony disputes made possible by the form chosen and the gaps left. My theory takes into account not only the possibility that investors should have chosen partnership law, but also the advantages and disadvantages of organizing production as an implicit team, via long-term contracts between separate businesses or as a sole proprietorship. In explicating this theory of form choice, the …
Public Values And Corporate Fiduciary Law, William W. Bratton
Public Values And Corporate Fiduciary Law, William W. Bratton
All Faculty Scholarship
No abstract provided.
"Reasonable Expectations" Define Board Power To Liquidate A Solvent Close Corporation In Bankruptcy, Shelby D. Green
"Reasonable Expectations" Define Board Power To Liquidate A Solvent Close Corporation In Bankruptcy, Shelby D. Green
Elisabeth Haub School of Law Faculty Publications
This Article will argue that, in the absence of contrary provisions in the articles of incorporation, the power of the board of directors of a solvent close corporation to file a voluntary petition for liquidation in bankruptcy must be determined by the theory of “reasonable expectations.” This doctrine not only addresses wrongdoing by those in control, but also defines the power and rights of close corporation participants. Part II briefly considers the uses of bankruptcy in recent years and comments on the peculiar occasion of a solvent corporation deciding to liquidate in bankruptcy. Part III summarizes the facts and identifies …