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Articles 1 - 27 of 27
Full-Text Articles in Law
The Economics Of Deal Risk: Allocating Risk Through Mac Clauses In Business Combination Agreements, Robert T. Miller
The Economics Of Deal Risk: Allocating Risk Through Mac Clauses In Business Combination Agreements, Robert T. Miller
Working Paper Series
In any large corporate acquisition, there is a delay between the time the parties enter into a merger agreement (the signing) and the time the merger is effected and the purchase price paid (the closing). During this period, the business of one of the parties may deteriorate. When this happens to a target company in a cash deal, or to either party in a stock-for-stock deal, the counterparty may no longer want to consummate the transaction. The primary contractual protection parties have in such situations is the merger agreement’s “material adverse change” (MAC) clause. Such clauses are heavily negotiated and …
Using The Unidroit Principles To Fill Gaps In The Cisg, John Y. Gotanda
Using The Unidroit Principles To Fill Gaps In The Cisg, John Y. Gotanda
Working Paper Series
The United Nations Convention on the International Sale of Goods (CISG) sets forth only a basic framework for the recovery of damages, thereby giving a court of tribunal broad authority to determine an aggrieved party’s loss based on circumstances of the particular case. Unfortunately, the lack of specificity has resulted in much litigation, and seemingly conflicting results. To remedy this problem, some have argued that the gaps in the CISG damages provisions should be filled with the UNIDROIT Principles of International Commercial Contracts. In this paper, I argue that the gap-filling rules of CISG preclude the UNIDROIT Principles from being …
The Reemergence Of Restitution: Theory And Practice In The Restatement (Third) Of Restitution, Chaim Saiman
The Reemergence Of Restitution: Theory And Practice In The Restatement (Third) Of Restitution, Chaim Saiman
Working Paper Series
The ALI’s Restatement (Third) of Restitution provides one of the most interesting expressions of contemporary legal conceptualism. This paper explores the theory and practice of post-realist conceptualism through a review and critique of the Restatement. At the theoretical level, the paper develops a typology of different forms of conceptualism, and shows that the Restatement has more in common with the high formalism of the nineteenth century than with contemporary modes of private law discourse. At the level of substantive doctrine, the paper explains why labels in fact make a difference, and assesses which recoveries are more (and less) likely under …
Damages In Lieu Of Performance Because Of Breach Of Contract, John Y. Gotanda
Damages In Lieu Of Performance Because Of Breach Of Contract, John Y. Gotanda
Working Paper Series
In contract disputes between transnational contracting parties, damages are often awarded to compensate a claimant for loss, injury or detriment resulting from a respondent’s failure to perform the agreement. In fact, damages may be the principal means of substituting for performance or they may complement other remedies, such as recision or specific performance.
Damages for breach of contract typically serve to protect one of three interests of a claimant: (1) performance interest (also known as expectation interest); (2) reliance interest; or (3) restitution interest. The primary goal of damages in most jurisdictions is to fulfil a claimant’s performance interest by …
The Diminishing Difference Between Selling And Leasing Tangible Personal Property, Richard Marshall Abrams
The Diminishing Difference Between Selling And Leasing Tangible Personal Property, Richard Marshall Abrams
Villanova Law Review
No abstract provided.
Secured Transactions - What Floats Can Be Sunk, Jack B. Justice
Secured Transactions - What Floats Can Be Sunk, Jack B. Justice
Villanova Law Review
No abstract provided.
Constitutional Law - State Action - State's Statutory Delegation Of Governmental Power To Creditor And Expansion Of His Common Law Remedies Held Sufficient State Action To Subject Creditor's Action To Fourteenth Amendment, Peter John Michael Rohall
Constitutional Law - State Action - State's Statutory Delegation Of Governmental Power To Creditor And Expansion Of His Common Law Remedies Held Sufficient State Action To Subject Creditor's Action To Fourteenth Amendment, Peter John Michael Rohall
Villanova Law Review
No abstract provided.
Certified Checks And Funds Redirection, Richard A. Lord
Certified Checks And Funds Redirection, Richard A. Lord
Villanova Law Review
No abstract provided.
Truth In Lending And The Federal Class Action, Joseph A. Dworetzky
Truth In Lending And The Federal Class Action, Joseph A. Dworetzky
Villanova Law Review
No abstract provided.
Truth In Lending And The Statute Of Limitations, Joseph A. Dworetzky
Truth In Lending And The Statute Of Limitations, Joseph A. Dworetzky
Villanova Law Review
No abstract provided.
Severance Of Buyer's Defenses Against Seller's Assignee Through Merger-Disclaimer Clauses: Circumvention Of Uccc Sections 2.403 And 2.404, Robert Dugan
Villanova Law Review
No abstract provided.
Uniform Commercial Code - Article Five - A Bank May Be A Confirming Bank On The Credit Of A Non-Bank Issuer, William C. Anderson Iii
Uniform Commercial Code - Article Five - A Bank May Be A Confirming Bank On The Credit Of A Non-Bank Issuer, William C. Anderson Iii
Villanova Law Review
No abstract provided.
Recent Developments In Products Liability Law In Pennsylvania, Warren W. Faulk
Recent Developments In Products Liability Law In Pennsylvania, Warren W. Faulk
Villanova Law Review
No abstract provided.
Gallagher Revisited: The Functionally Unrelated Corporate Reorganization, William D. Lipkind
Gallagher Revisited: The Functionally Unrelated Corporate Reorganization, William D. Lipkind
Villanova Law Review
No abstract provided.
Patents, Technical Data And International Defense Agreements, Harry M. Saragovitz, James A. Dobkin
Patents, Technical Data And International Defense Agreements, Harry M. Saragovitz, James A. Dobkin
Villanova Law Review
No abstract provided.
Products Liability In Pennsylvania, William E. Benner, Thomas C. Riley, Joseph A. Torregrossa
Products Liability In Pennsylvania, William E. Benner, Thomas C. Riley, Joseph A. Torregrossa
Villanova Law Review
No abstract provided.
The Pennsylvania Goods And Services Installment Sales Act, Robert B. White Jr.
The Pennsylvania Goods And Services Installment Sales Act, Robert B. White Jr.
Villanova Law Review
No abstract provided.
The Law Applicable To International Letters Of Credit, Roger J. Gewolb
The Law Applicable To International Letters Of Credit, Roger J. Gewolb
Villanova Law Review
No abstract provided.
Old Kontract Principles And Karl's New Kode: An Essay On The Jurisprudence Of Our New Commercial Law, Eugene F. Mooney
Old Kontract Principles And Karl's New Kode: An Essay On The Jurisprudence Of Our New Commercial Law, Eugene F. Mooney
Villanova Law Review
No abstract provided.
The Uniform Commercial Code's Statute Of Frauds For Sales Of Goods, Joseph A. Tate
The Uniform Commercial Code's Statute Of Frauds For Sales Of Goods, Joseph A. Tate
Villanova Law Review
No abstract provided.
Comments, Various Editors
Pennsylvania - 1959 Session - Amendments To Article 9 Of The Uniform Commercial Code, Edward J. O'Malley
Pennsylvania - 1959 Session - Amendments To Article 9 Of The Uniform Commercial Code, Edward J. O'Malley
Villanova Law Review
No abstract provided.
Pennsylvania - 1959 Session - Amendments To Articles 3 And 4 Ofthe Uniform Commercial Code, Joseph A. Walheim, L. Francis Murphy
Pennsylvania - 1959 Session - Amendments To Articles 3 And 4 Ofthe Uniform Commercial Code, Joseph A. Walheim, L. Francis Murphy
Villanova Law Review
No abstract provided.
Recent Decisions, Various Editors
Contract Formalities And The Uniform Commercial Code, Francis E. Holahan
Contract Formalities And The Uniform Commercial Code, Francis E. Holahan
Villanova Law Review
No abstract provided.
Bills And Notes - Stolen Government Bonds Applicable Law - Burden Of Proof, Henry A. Giuliani
Bills And Notes - Stolen Government Bonds Applicable Law - Burden Of Proof, Henry A. Giuliani
Villanova Law Review
No abstract provided.
The 1956 Revision Of The Uniform Commercial Code, Robert Braucher
The 1956 Revision Of The Uniform Commercial Code, Robert Braucher
Villanova Law Review
No abstract provided.