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1992

Washington University in St. Louis

Consolidation & merger of corporations

Articles 1 - 5 of 5

Full-Text Articles in Law

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.


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.


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.


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.


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.