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Full-Text Articles in Law
Clearly Defining Preclusive Corporate Lock-Ups: A Bright-Line Test For Lock-Up Provisions In Delaware, Michael G. Hatch
Clearly Defining Preclusive Corporate Lock-Ups: A Bright-Line Test For Lock-Up Provisions In Delaware, Michael G. Hatch
Washington Law Review
Merger mania currently grips the United States as corporations scramble to find merger partners to achieve strategic goals. In their quest for a competitive advantage, large corporations are increasingly willing to use hostile takeovers to deny competitors the benefits of a strategic mergers. In response, merging corporations have granted record-breaking lockup. provisions in an attempt to protect their deals. Delaware's current framework for evaluating the validity of lock-up provisions requires courts to apply different levels of scrutiny depending on the form of the transaction. However, Delaware courts have inconsistently applied the correct standard and have failed to identify preclusive lock-ups. …
Toward Transaction-Specific Standards Of Directorial Fiduciary Duty In The Tracking-Stock Context, Jeffrey J. Schick
Toward Transaction-Specific Standards Of Directorial Fiduciary Duty In The Tracking-Stock Context, Jeffrey J. Schick
Washington Law Review
In recent years, diversified corporations have increasingly turned to tracking stocks to uncouple high-growth businesses, especially Internet-related operations, from more static business entities. Tracking stock is a unique type of common stock that represents an interest in the financial performance of particular business groups within a diversified parent corporation. However, the tracked business groups are not independent of the parent corporation, and the parent's board of directors still governs the affairs of each business group. This creates unique conflicts for directors who must please multiple groups of stockholders whose interests are not always consistent. Delaware courts have not announced a …
The Doctrine Of Piercing The Veil In An Era Of Multiple Limited Liability Entities: An Opportunity To Codify The Test For Waiving Owners' Limited-Liability Protection, John H. Matheson, Raymond B. Eby
The Doctrine Of Piercing The Veil In An Era Of Multiple Limited Liability Entities: An Opportunity To Codify The Test For Waiving Owners' Limited-Liability Protection, John H. Matheson, Raymond B. Eby
Washington Law Review
The use of the corporate form of business organization has always provided a firm's owners/shareholders with a presumptive shield from personal liability for the debts of the business. Case-by-case exceptions to this limited-liability shield have developed in each state under the general rubric of "piercing the veil." Courts and commentators alike have noted the vagueness of the piercing analysis and have questioned the appropriateness of some of the factors employed in that analysis. In addition, new forms of business entities, such as limited liability companies and limited liability partnerships, have been legislatively created over the past several decades, raising the …