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Full-Text Articles in Securities Law
A Blended Approach To Reducing The Costs Of Shareholder Litigation, Valian A. Afshar
A Blended Approach To Reducing The Costs Of Shareholder Litigation, Valian A. Afshar
Michigan Law Review
Multiforum litigation and federal securities law class actions impose heavy costs on corporations and their shareholders without producing proportionate benefits. Both are largely the result of the agency problem between shareholders and their attorneys, driven more by the attorneys’ interests in generating fees than by the interests of their clients. In response to each of these problems, commentators have recommended a number of solutions. Chief among them are forum selection and mandatory arbitration provisions in a corporation’s charter or bylaws. This Note recommends that corporations unilaterally adopt both forum selection and mandatory arbitration bylaws to address shareholder lawsuits under state …
Megasubsidiaries And Asset Sales Under Section 271: Which Shareholders Must Approve Subsidiary Asset Sales, Yaman Shukairy
Megasubsidiaries And Asset Sales Under Section 271: Which Shareholders Must Approve Subsidiary Asset Sales, Yaman Shukairy
Michigan Law Review
Corporate law statutes determine the nature of the relationship between shareholders, the principal owners of the corporation, and the board of directors, those w ho run and operate the corporation. Under the Delaware General Corporation Law ("DGCL"), many of the powers are delegated to the board of directors. More specifically, under section 141, "the business and affairs of every corporation . . . [are] managed by or under the direction of a board of directors . . . ." The Delaware courts have interpreted this provision by deferring to decisions by directors and their designated management under the business judgment …
Venture Capital On The Downside: Preferred Stock And Corporate Control, William W. Bratton
Venture Capital On The Downside: Preferred Stock And Corporate Control, William W. Bratton
Michigan Law Review
When stock indices drop precipitously, when the startup companies fizzle out, and when it stops raining money on places like Wall Street and Silicon Valley, attention turns to downside contracting. Law and business lawyers, sitting in the back seat as mere facilitators on the upside, move up to the front and sometimes even take the wheel. The job is the same on both the upside and downside: to maximize the value of going concern assets. But what comes easily on the upside can be dirty work on the down, where assets need to be separated from dysfunctional teams of business …
Fiduciary Ideology In Transactions Affecting Corporate Control, Victor Brudney
Fiduciary Ideology In Transactions Affecting Corporate Control, Victor Brudney
Michigan Law Review
The fiduciary role in which corporate insiders are cast in their dealings with, or affecting, their corporations embraces a multitude of parts. Hence the range of restrictions on their conduct varies from inhibitions as rigorous as those imposed on express trustees to limitations almost as flexible as those governing arm's length dealings among strangers. As has often been pointed out, the characterization of a corporate officer, a director, or a person controlling the corporation as a "fiduciary" does not define his status with precision; rather, it sets a tone to his role and suggests the existence of obligations and of …
Corporations - Appraisal Statutes - Elements In Valuation Of Corporate Stock, John C. Baity
Corporations - Appraisal Statutes - Elements In Valuation Of Corporate Stock, John C. Baity
Michigan Law Review
The purpose of this comment is to consider the elements of stock valuation generally applicable under the statutory appraisal remedies, and to analyze in some detail the interpretation of such a statute in one jurisdiction-Delaware.
Corporations - Stock Options - Requirements Of Consideration For Employee Options, George D. Miller, Jr. S.Ed.
Corporations - Stock Options - Requirements Of Consideration For Employee Options, George D. Miller, Jr. S.Ed.
Michigan Law Review
The Delaware court, in two recent decisions, has indicated what may be an increasingly strict attitude toward employee stock options, particularly when granted to executive officers or directors. It will be the purpose of this comment to examine the significance of these decisions, and to attempt to determine the extent of the change wrought by them.
Corporations--Shareholders-Effect On Voting Trust Agreement Of Inability To Transfer Shares To The Voting Trustees, Peter Van Domelen
Corporations--Shareholders-Effect On Voting Trust Agreement Of Inability To Transfer Shares To The Voting Trustees, Peter Van Domelen
Michigan Law Review
Plaintiff filed a petition in equity attacking his removal as a director and president of the defendant corporation on the grounds that such removal was brought about through the exercise of an alleged invalid voting trust agreement The plaintiff and another shareholder, each owning fifty per cent of the stock in the defendant corporation, had entered into a voting trust agreement by which they appointed themselves and a third party as voting trustees. At the time the trust agreement was executed, all of the stock was on deposit with an escrow agent subject to an existing escrow contract. Plaintiff challenged …
Alterations Of Accrued Dividends: Ii, Arno C. Becht
Alterations Of Accrued Dividends: Ii, Arno C. Becht
Michigan Law Review
If the present course of decisions is continued, it is a serious question whether investors can safely purchase preferred stock at a price above the common stock of the same corporation. In all frankness, such certificates should now bear on their faces a statement that they are subject to alteration in a great variety of ways, all to their detriment, and that if business is bad, losses will be visited upon them, regardless of the liquidation and other preferences which they have on paper. It seems not unlikely that corporations will find that the temporary expedients which they have adopted …
Corporations -Apportionment Of Part Payment Of Purchase Price Of Stocks Bought In A Unit
Corporations -Apportionment Of Part Payment Of Purchase Price Of Stocks Bought In A Unit
Michigan Law Review
The defendant corporation entered into contracts for the sale of stock in blocks of three shares, two shares of first preferred at fifty dollars each par value and one share of second preferred at fifty dollars par value, the three shares to be sold in a unit for one hundred and thirty-five dollars. The contract contained an agreement that after six monthly payments had been made on the stock, upon default of the remaining payments the corporation would issue certificates of indebtedness for the amount paid in. In the dissolution of the corporation and the distribution of the assets, the …