Open Access. Powered by Scholars. Published by Universities.®
Articles 1 - 5 of 5
Full-Text Articles in Law
Beyond Metaphor: An Analysis Of Fiduciary Obligation, Deborah A. Demott
Beyond Metaphor: An Analysis Of Fiduciary Obligation, Deborah A. Demott
Duke Law Journal
No abstract provided.
Beyond Managerialism: Investor Capitalism?, Alfred F. Conard
Beyond Managerialism: Investor Capitalism?, Alfred F. Conard
University of Michigan Journal of Law Reform
Capitalism, in most large public corporations, has been subtly transformed from a system of dominance by the suppliers of capital to a system of dominance by the managers, dubbed "managerialism." In many respects, managerialism is beneficial to investors and other enterprise constituencies, since managers' rewards typically grow with the profitability of the enterprise. But managerialism permits drastic wastes of resources when managers hang on to their jobs after they have become inefficient or spend lavishly to defend themselves against takeover bids. Derivative suits, shareholder proposals, independent directors, and other prescriptions have failed to stifle managerial abuses. This is the message …
Two Models Of Corporate Governance: Beyond Berle And Means, Lynne L. Dallas
Two Models Of Corporate Governance: Beyond Berle And Means, Lynne L. Dallas
University of Michigan Journal of Law Reform
This Article introduces a new model of corporate governance, which challenges, as did Berle and Means, the conclusions drawn from the traditional ownership model. Rather than focusing upon the inefficiencies of the large complex firm resulting from the separation of share ownership and control, however, this new model, which I call the power model, focuses upon the political nature of decision making in the large corporation, which exists regardless of the identity of the entrepreneur.
Corporate Auctions And Directors' Fiduciary Duties: A Third-Generation Business Judgment Rule, Steven G. Bradbury
Corporate Auctions And Directors' Fiduciary Duties: A Third-Generation Business Judgment Rule, Steven G. Bradbury
Michigan Law Review
This Note proposes a rationale and a methodology for applying the business judgment rule when directors resist a hostile bid during the auction phase of a control contest. Part I examines the changes that occur in the responsibilities of target directors when a corporate auction is initiated. This Part describes the Unocal business judgment rule test and discusses its usefulness in the auction phase of a takeover. While the test requires modification if it is to complement effectively the auction-phase duties announced in Revlon, this Part suggests that the business judgment rule continues to be relevant and important during …
Evaluating The New Director Exculpation Statutes , Carl Samuel Bjerre
Evaluating The New Director Exculpation Statutes , Carl Samuel Bjerre
Cornell Law Review
No abstract provided.