Law Commons^™

Wi-Fi Everywhere: Universal Broadband Access As Antitrust And Telecommunications Policy, Hannibal Travis

American University Law Review

No abstract provided.

The Implications Of The Third Circuit's Armstrong Decision On Creative Corporate Restructuring: Will Strict Construction Of The Absolute Priority Rule Make Chapter 11 Consensus Less Likely?, Harvey R. Miller, Ronit J. Berkovich

American University Law Review

No abstract provided.

Case For A.U. (Accountable Universities): Enforcing University Administrator Fiduciary Duties Through Student Derivative Suits, Sarah R. Kusiak

American University Law Review

This Comment examines issues of charitable fiduciary enforcement in the context of private universities. Part I reviews the law of charitable entities, the rationale behind attorney general charitable enforcement, and the failures of that enforcement regime. It also examines generally the private charitable enforcement options of special interest standing and nonprofit member derivative suits. Part II examines these issues in the context of the private university, and details why student attempts to enforce the fiduciary duties of university administrators under the special interest doctrine have failed. Part III argues for the judicial recognition of a university student derivative cause of …

Restoring Trust In Corporate Directors: The Disney Standard And The New Good Faith, Sarah Helene Duggin, Robert M. Goldman

American University Law Review

The purpose of this Article is to explore the parameters and potential impact of the good faith standard articulated in Disney V and clarified in Stone. Part I begins with a brief review of the historical impact of the tension between entrepreneurial freedom and managerial accountability, and Part II explains why the Disney standard differs significantly from the traditional understanding of good faith as the absence of subjective bad faith. Part III points out that the court’s use of the language of bad faith to articulate the new good faith may undercut the effectiveness of the standard. It urges further …

Minority Investor Protections As Default Norms: Using Price To Illuminate The Deal In Close Corporations, Robert C. Illig

American University Law Review

This Article argues that legal protections for minority investors in close corporations should be interpreted as default rules. Currently, such protections are mandatory and thus impose on investors a uniform norm of conduct that restricts their freedom to bargain. Courts and scholars advocating such protections have so far been unwilling to permit their waiver primarily because of the difficulty of distinguishing between a knowledgeable waiver and an ignorant omission.

A price-based approach solves that puzzle, however, by using the consideration paid by investors to illuminate their intentions. By permitting waiver only where there is clear evidence that the minority received …