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Full-Text Articles in Securities Law
Where Were The Counselors - Reflections On Advice Not Given And The Role Of Attorneys In The Accounting Crisis, William O. Fisher
Where Were The Counselors - Reflections On Advice Not Given And The Role Of Attorneys In The Accounting Crisis, William O. Fisher
Law Faculty Publications
Today's reports of corporate villainy invite these questions: Restricting ourselves to what the profession knew in the last days of the late 1990s soaring stock market, what advice might attorneys have given-about the temptations of deceptive accounting and the defenses to erect against it-to young executives who were taking their companies public then? And, if attorneys did not always give that counsel in fulsome form, why was that so? What forces worked on lawyers to deter that advice? What does all this suggest for counseling today? To help us answer these questions, we begin with two scenes. We return to …
Equity Insolvency And The New Model Business Corporation Act, Daniel T. Murphy
Equity Insolvency And The New Model Business Corporation Act, Daniel T. Murphy
Law Faculty Publications
By eliminating earned and capital surplus, the new Model Business Corporation Act may be perceived as providing directors with some additional flexibility regarding distributions to shareholders. As a practical matter however, the statute does not dramatically enlarge the ambit of their discretion. Directors have always had the flexibility to make distributions from both earned or capital surplus. The distributions are still tempered, as they were under the old statute, by the notion of equity solvency. On the other hand, the Comment to new section 45 provides the board of directors with substantial guidance of the proper methodology to use in …