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Articles 61 - 70 of 70
Full-Text Articles in Business Organizations Law
Corporate Regulation And The Origins Of The Corporate Income Tax, Marjorie E. Kornhauser
Corporate Regulation And The Origins Of The Corporate Income Tax, Marjorie E. Kornhauser
Indiana Law Journal
No abstract provided.
Recent Judicial Developments In Delaware Takeover Law, Mark J. Loewenstein
Recent Judicial Developments In Delaware Takeover Law, Mark J. Loewenstein
Publications
No abstract provided.
Just Say No To Whom?, Ronald J. Gilson
Just Say No To Whom?, Ronald J. Gilson
Faculty Scholarship
"Just say no" is the current rallying cry of those seeking to give target management the unrestricted power to block hostile tender offers. Not surprisingly, the turn of phrase chosen by management leaves ambiguous the precise issue on which the debate should turn: To whom does management want the power to say no? As target management poses the issue, it wants to say no to a raider. The image is of stalwart management protecting shareholders against a marauding outsider. However, that image is seriously misleading. In fact, target management seeks the power to say no to its own shareholders.
The …
Delaware's Omnipotent Business Judgment Rule: Who Speaks For The Shareholders, Chris J. Pietrafitta
Delaware's Omnipotent Business Judgment Rule: Who Speaks For The Shareholders, Chris J. Pietrafitta
Villanova Law Review
No abstract provided.
What Triggers Revlon?, Ronald J. Gilson, Reinier Kraakman
What Triggers Revlon?, Ronald J. Gilson, Reinier Kraakman
Faculty Scholarship
Delaware's new approach to takeover law is announced in three cases that address different aspects of management's role in the standard drama of defending against a hostile takeover. Unocal Corp. v. Mesa Petroleum Co. scripts a main act for the drama by prescribing a duty to compare the outsider's offer with the universe of other options and, if necessary, to resist the outsider within the guidelines fixed by the proportionality test. Moran v. Household International, Inc. writes a prologue by encouraging management to plan a vigorous defense that can thwart a coercive offer without damaging the company. Finally, Revlon …
It Does The Crime But Not The Time: Corporate Criminal Liability In Federal Law, Michael E. Tigar
It Does The Crime But Not The Time: Corporate Criminal Liability In Federal Law, Michael E. Tigar
Faculty Scholarship
No abstract provided.
Why Not Good Faith?-The Foibles Of Fairness In Closely Held Corporations, Daniel S. Kleinberger
Why Not Good Faith?-The Foibles Of Fairness In Closely Held Corporations, Daniel S. Kleinberger
Faculty Scholarship
This essay describes the contours of the shareholder’s duty to be fair and explores some of the problems caused by the law’s imprecision in defining the duty of fairness. Because this duty is best understood as a rejection of old norms, part one of this essay describes the traditional doctrines of intra-corporate responsibility. Part two describes the special characteristics of a close corporation and outlines how those characteristics pushed close corporation law to new concepts of fairness and shareholder duties. Part three attempts to delineate those duties of fairness and also to highlight some of the dangers that arise when …
Taxing International Income: An Analysis Of The U.S. System And Its Economic Premises, Hugh Ault, David Bradford
Taxing International Income: An Analysis Of The U.S. System And Its Economic Premises, Hugh Ault, David Bradford
Hugh J. Ault
No abstract provided.
Federal Income Taxation Of Partnerships And S Corporations, Hugh Ault, Paul Mcdaniel, Martin Mcmahon, Daniel Simmons
Federal Income Taxation Of Partnerships And S Corporations, Hugh Ault, Paul Mcdaniel, Martin Mcmahon, Daniel Simmons
Hugh J. Ault
Supplemented by 1991 Supplement to Federal Income Taxation of Partnerships and S Corporations, by McDaniel, Ault, McMahon, and Simmons. Westbury, N.Y.: Foundation Press, 1991; 1992 Supplement to Federal Income Taxation of Partnerships and S Corporations, by McDaniel, Ault, McMahon, and Simmons. Westbury, N.Y.: Foundation Press, 1992.
Legal Opinions In Financial Transactions: Their Purpose And Interpretation, Scott T. Fitzgibbon, Donald W. Glazer
Legal Opinions In Financial Transactions: Their Purpose And Interpretation, Scott T. Fitzgibbon, Donald W. Glazer
Scott T. FitzGibbon
No abstract provided.