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Full-Text Articles in Law
The Non-Merger Virtual Merger: Is Corporate Law Ready For Virtual Reality?, Stuart Cohn
The Non-Merger Virtual Merger: Is Corporate Law Ready For Virtual Reality?, Stuart Cohn
Stuart R. Cohn
The term virtual mergers describes the relatively recent phenomenon of companies entering into contractual arrangements that are functionally, but not legally, equivalent to mergers prescribed by corporate statutes. Virtual mergers usually involve the shared use of assets contributed by each of the companies. A central element of the transaction is that the two companies remain legally independent, each with its own directors, officers, and shareholders. The arrangements can usually be terminated by either party, allowing each company to return to the status quo ante or exercise buyout rights if contractually provided. Although virtual mergers have occurred among public companies in …
Exalting The Corporate Form Over Environmental Protection The Corporate Shell Game And The Enforcement Of Water Management Law In Florida, Mary Jane Angelo, Charles Lobdell, Tara Boonstra
Exalting The Corporate Form Over Environmental Protection The Corporate Shell Game And The Enforcement Of Water Management Law In Florida, Mary Jane Angelo, Charles Lobdell, Tara Boonstra
Mary Jane Angelo
Current laws in Florida afford substantial protection to the “people behind the corporations” (corporate principals) and generally do not allow environmental permitting agencies such as the water management districts to consider such people in their permitting or enforcement efforts. This article poses the question “Do existing corporate law principles of limited liability defeat the important public policy of water resource protection in Florida?” First, in Parts II and III, this article introduces the problem and provides an overview of Florida water management district permitting and enforcement authorities and processes. Next, in Part IV, this article explores the existing legal authorities …
Democracy In The Private Sector: The Rights Of Shareholders And Union Members, Michael Goldberg
Democracy In The Private Sector: The Rights Of Shareholders And Union Members, Michael Goldberg
Michael J Goldberg
In the years since Enron, there has been a lively debate over the value of shareholder democracy as a means to improve corporate performance and reduce the likelihood of future Enrons or Lehman Brothers. That debate has been enriched by comparative scholarship looking at corporate governance abroad, and comparing corporate governance with public government. This Article explores a different comparison, between corporations and their sometime adversaries across bargaining tables and picket lines – labor unions. More specifically, this article compares the regulation of corporate governance and the regulation of the internal affairs of unions, and the rights of shareholders and …