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1992

Washington University in St. Louis

Washington University Law Review

Articles 1 - 30 of 44

Full-Text Articles in Law

Judging Close Corporations In The Age Of Statutes, Ian Ayres Jan 1992

Judging Close Corporations In The Age Of Statutes, Ian Ayres

Washington University Law Review

This Article examines the interaction between courts and legislatures in developing the law that governs close corporations.


Involuntarily Medicating Condemned Incompetents For The Purpose Of Rendering Them Sane And Thereby Subject To Execution, Matthew S. Collins Jan 1992

Involuntarily Medicating Condemned Incompetents For The Purpose Of Rendering Them Sane And Thereby Subject To Execution, Matthew S. Collins

Washington University Law Review

No abstract provided.


Research And Relators: The False Claims Act And Scientific Misconduct, Christopher P. Perzan Jan 1992

Research And Relators: The False Claims Act And Scientific Misconduct, Christopher P. Perzan

Washington University Law Review

No abstract provided.


Responsibility Of Investment Bankers To Shareholders, Ted J. Fiflis Jan 1992

Responsibility Of Investment Bankers To Shareholders, Ted J. Fiflis

Washington University Law Review

This Article proposes that investment bankers be held responsible to shareholders. As gatekeepers for corporate control transactions, investment bankers should be liable as delegates of the board, having the same fiduciary duties of care, candor, and loyalty that directors have, as well as a duty of skill.


Death Tv: Media Access To Executions Under The First Amendment, Dane A. Drobny Jan 1992

Death Tv: Media Access To Executions Under The First Amendment, Dane A. Drobny

Washington University Law Review

No abstract provided.


The Revised Natural Resource Damage Assessment Rule: Computation For Compensation And Restoration, Pilar Okun Jan 1992

The Revised Natural Resource Damage Assessment Rule: Computation For Compensation And Restoration, Pilar Okun

Washington University Law Review

No abstract provided.


Peek And Spy: A Proposal For Federal Regulation Of Electronic Monitoring In The Work Place, Susan Ellen Bindler Jan 1992

Peek And Spy: A Proposal For Federal Regulation Of Electronic Monitoring In The Work Place, Susan Ellen Bindler

Washington University Law Review

No abstract provided.


Extraterritoriality Of Restrictive State Abortion Laws: States Can Abort Plans To Abort At Home But Not Abroad, Andrew J. Ries Jan 1992

Extraterritoriality Of Restrictive State Abortion Laws: States Can Abort Plans To Abort At Home But Not Abroad, Andrew J. Ries

Washington University Law Review

No abstract provided.


Negligent Infliction Of Emotional Distress In Air Crash Cases: A New Flight Path?, Eric A. Cunningham Iii Jan 1992

Negligent Infliction Of Emotional Distress In Air Crash Cases: A New Flight Path?, Eric A. Cunningham Iii

Washington University Law Review

No abstract provided.


New Federal Sentencing Guidelines For Organizations Take Effect, Daniel R. Dertke Jan 1992

New Federal Sentencing Guidelines For Organizations Take Effect, Daniel R. Dertke

Washington University Law Review

No abstract provided.


Lessons Of An Outside Director, Murray Weidenbaum Jan 1992

Lessons Of An Outside Director, Murray Weidenbaum

Washington University Law Review

The three sacred cows that will be engaged (let us not say slaughtered) are: (1) the widespread knowledge that leveraged buyouts (LBOs) only benefit a few insider wheeler-dealers (also rejected is the converse belief that all LBOs contribute to a healthier economy); (2) takeovers are uniformly good for shareholders; and (3) investment bankers are the appropriate folks to pass judgment on whether a board should approve a proposed acquisition, merger, or sale.


The Earth Summit: What Went Wrong At Rio?, Geoffrey Palmer Jan 1992

The Earth Summit: What Went Wrong At Rio?, Geoffrey Palmer

Washington University Law Review

No abstract provided.


Fairness Opinions As Magic Pieces Of Paper, Dale A. Oesterle Jan 1992

Fairness Opinions As Magic Pieces Of Paper, Dale A. Oesterle

Washington University Law Review

I explain each suggestion in Section IV below, after I discuss the merits of the approaches of Professors Carney and Fiflis in Sections II and III. Section I contains a background discussion on the nature of fairness opinions.


Civil Rights Procedural Problems, Carl Tobias Jan 1992

Civil Rights Procedural Problems, Carl Tobias

Washington University Law Review

The article initially examines procedural developments that have detrimentally affected civil rights plaintiffs over the last decade and a half. The piece then analyzes the Civil Rights Act of 1991, emphasizing how that measure fails to remedy numerous procedural complications which confront these plaintiffs. Accordingly, the essay affords suggestions for additional change that would respond to the procedural difficulties which remain.


Opting In And Out Of Fiduciary Duties In Cooperative Ventures: Refining The So-Called Coasean Contract Theory, Charles Rogers O'Kelley Jr. Jan 1992

Opting In And Out Of Fiduciary Duties In Cooperative Ventures: Refining The So-Called Coasean Contract Theory, Charles Rogers O'Kelley Jr.

Washington University Law Review

No abstract provided.


Limited Liability And Externalization Of Risk: A Comment On The Death Of Partnership, Robert W. Hillman Jan 1992

Limited Liability And Externalization Of Risk: A Comment On The Death Of Partnership, Robert W. Hillman

Washington University Law Review

No abstract provided.


Unilateral Mistake: The Baseball Card Case, Andrew Kull Jan 1992

Unilateral Mistake: The Baseball Card Case, Andrew Kull

Washington University Law Review

Part I of this Article revisits the traditional account of unilateral mistake, arguing that a "subjective" theory focused on requirements of contract formation still provides the most convincing explanation of the case law and the best rule of decision. Part II suggests that the original limits to relief for unilateral mistake came to be expanded as an unintended consequence of the Holmes/Williston "objective theory" of contract, though the present-day consequences of this development are very far from what either scholar would have approved. Part III examines the alternatives to the traditional conception of unilateral mistake currently advanced by influential ...


The Effective Date Of A Transfer By Check Under Section 547(B) Of The Bankruptcy Code: Transfer Upon Delivery Or Honor? Johnson V. Barnhill (In Re Antweil), 931 F.2d 689 (10th Cir.), Cert. Granted, 112 S. Ct. 48 (1991), Susan Ellen Bindler Jan 1992

The Effective Date Of A Transfer By Check Under Section 547(B) Of The Bankruptcy Code: Transfer Upon Delivery Or Honor? Johnson V. Barnhill (In Re Antweil), 931 F.2d 689 (10th Cir.), Cert. Granted, 112 S. Ct. 48 (1991), Susan Ellen Bindler

Washington University Law Review

No abstract provided.


Venture Capital And The Future Of Corporate Finance, George W. Dent Jr. Jan 1992

Venture Capital And The Future Of Corporate Finance, George W. Dent Jr.

Washington University Law Review

After discussing general venture capital principles, this Article analyzes how venture capitalists protect themselves against the managerial opportunism that plagues other passive investors. The Article then shows that venture capital, though not the long-sought panacea for minority shareholders, offers valuable lessons for both close and public corporations. Finally, the Article demonstrates that venture capital confirms Jensen's insight into the strength of private equity financing; thus, venture capital has the potential to transform corporate finance. To fully realize this potential, however, the law must change to better accommodate minority investors.


Preemption Of Bivens Claims: How Clearly Must Congress Speak?, Betsy J. Grey Jan 1992

Preemption Of Bivens Claims: How Clearly Must Congress Speak?, Betsy J. Grey

Washington University Law Review

Part I of this Article demonstrates that the Court's approach to congressional remedial schemes has changed significantly since Bivens. Part II of the Article investigates whether this change in approach is warranted by the principle that, when filling gaps in federal legislation (i.e., creating federal common law), the Court should exercise caution because it is acting in an area primarily entrusted to Congress. In Part III, the Article contrasts the Court's approach in the Bivens line of cases to its approach in the federal-state preemption area, where the Court is faced with a similar problem of determining ...


Disclaimers Of Wrongful Discharge Liability: Time For A Crackdown?, Michael J. Phillips Jan 1992

Disclaimers Of Wrongful Discharge Liability: Time For A Crackdown?, Michael J. Phillips

Washington University Law Review

The Article begins with a brief treatment of employment at will and its modern exceptions. The Article then describes the law regarding disclaimers of wrongful discharge liability. Next, the Article critiques that body of law by examining it within the context set by the policy debate over employment at will. Finally, the Article proposes idealized tests for the enforceability of at-will clauses, and suggests how existing contract doctrine might be used to attack those clauses.


Foreword—Evolving Business Associations: Understanding The Role Of Law, Robert B. Thompson Jan 1992

Foreword—Evolving Business Associations: Understanding The Role Of Law, Robert B. Thompson

Washington University Law Review

This Symposium presents an array of provocative articles and commentary addressing law as applied to close corporations and going-private enterprises. These articles define anew how we think about the business firm and also offer guidance for defining the role of law and private ordering for all business enterprises.


Bankruptcy Examiners Under Section 1104(B): Appointment And Role In Complex Chapter 11 Reorganizations Of Failed Lbos, Paula D. Hunt Jan 1992

Bankruptcy Examiners Under Section 1104(B): Appointment And Role In Complex Chapter 11 Reorganizations Of Failed Lbos, Paula D. Hunt

Washington University Law Review

No abstract provided.


The 1980s—Did We Save The Stockholders While The Corporation Burned?, Andrew G. T. Moore Ii Jan 1992

The 1980s—Did We Save The Stockholders While The Corporation Burned?, Andrew G. T. Moore Ii

Washington University Law Review

Although the long-range ramifications of the takeover craze are not yet known, one thing is clear: the 1980s changed the way American corporations do business. I suspect that the effects of the era have changed or will change the way in which America looks at corporations. In retrospect, many ask why this era of mega-mergers happened and why nothing was done to control events that seemed to be endangering the entire economy and the livelihood of millions. In order to appreciate these events, however, it is necessary to understand the environment in which they occurred.


State Competition For Close Corporation Charters: A Commentary, Roberta Romano Jan 1992

State Competition For Close Corporation Charters: A Commentary, Roberta Romano

Washington University Law Review

No abstract provided.


Opting In And Opting Out: Bargaining For Fiduciary Duties In Cooperative Ventures, Jason Scott Johnston Jan 1992

Opting In And Opting Out: Bargaining For Fiduciary Duties In Cooperative Ventures, Jason Scott Johnston

Washington University Law Review

After surveying the Perfect-Markets analysis in Section I of this Article, Section II explores some strategic implications of its central insight regarding the imperfection of fiduciary duty protection. At the same time, by focusing just on strategic effects due to asymmetric information, the results in Section II are very limited and do not provide the backbone for a positive theory of opting in and opting out of fiduciary duties. Section III outlines how such a theory might proceed by considering a number of complicating factors that are important in the Perfect-Markets analysis and that also enrich the strategic approach in ...


The “Right” To A Disinterested Prosecutor Of Criminal Contempt: Unpacking Public And Private Interests, Joan Meier Jan 1992

The “Right” To A Disinterested Prosecutor Of Criminal Contempt: Unpacking Public And Private Interests, Joan Meier

Washington University Law Review

In this Article I argue that, contrary to Justice Blackmun's concurring opinion and the opinions of several state courts, courts should not expand Young to establish a new due process right for criminal contemnors that would bind state courts.


Rollups Of Limited Partnerships: Questions Of Regulation And Fairness, Deborah A. Demott Jan 1992

Rollups Of Limited Partnerships: Questions Of Regulation And Fairness, Deborah A. Demott

Washington University Law Review

Rollups of limited partnerships, recently the object of attention from Congress, the Securities and Exchange Commission (SEC), and the investing public, raise many conflict-of-interest questions similar to those leveraged buyouts (LBOs) present. To be sure, LBOs and rollups differ in many ways; they tend, nonetheless, to share features that induce squeamishness in many observers.


Skating On Thin Ice: Nhl Owners And Players Clash Over Free Agency, Sue Santa Jan 1992

Skating On Thin Ice: Nhl Owners And Players Clash Over Free Agency, Sue Santa

Washington University Law Review

No abstract provided.


Fairness Opinions: How Fair Are They And Why We Should Do Nothing About It, William J. Carney Jan 1992

Fairness Opinions: How Fair Are They And Why We Should Do Nothing About It, William J. Carney

Washington University Law Review

I believe that fairness opinions exist for two reasons: a judicial belief in the determinacy of value, and legal rules that shelter the business judgment of a board when based on reliance on the opinion of experts. Except in rare instances, investment bankers do not deliver fairness opinions for the benefit of public shareholders. Further, the nature of the fairness opinion is such that neither courts nor investors should attach too much weight to it nor impose liability because of it, except in instances of fraud.