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Business Organizations Law

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Selected Works

2008

Articles 1 - 11 of 11

Full-Text Articles in Law

Women And The "New" Corporate Governance, Lisa M. Fairfax, Paula A. Monopoli Sep 2008

Women And The "New" Corporate Governance, Lisa M. Fairfax, Paula A. Monopoli

Paula A Monopoli

No abstract provided.

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Multiple Personalities Incorporated: Accepting The Multi-Dimensional Personhood Of The Modern Corporation, Susanna K. Ripken Jul 2008

Multiple Personalities Incorporated: Accepting The Multi-Dimensional Personhood Of The Modern Corporation, Susanna K. Ripken

Susanna K. Ripken

One of the most intriguing debates in corporate law is over the personhood of corporations. For years, corporate theorists have tried to construct a complete and coherent theory of the corporate person. Some have argued that the corporation is merely a fictional, artificial person that exists only as a concession of state law. Others have asserted that the corporation is a real, independent person that has an ontological existence and identity of its own. The popular theoretical paradigm today is that the corporation is neither an artificial nor a real person; it is merely a nexus of contracts among the …

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The Direction Of Corporate Law: The Scholars' Perspective, John C. Coffee Jr., Richard A. Booth Marbury Research Professor Of Law, R. Franklin Balotti, David C. Mcbride, Edward P. Welch Jul 2008

The Direction Of Corporate Law: The Scholars' Perspective, John C. Coffee Jr., Richard A. Booth Marbury Research Professor Of Law, R. Franklin Balotti, David C. Mcbride, Edward P. Welch

Richard A Booth

Transcript of a panel on a scholar's approach to corporation law.

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Minority Discounts And Control Premiums In Appraisal Proceedings, Richard A. Booth Marbury Research Professor Of Law Jul 2008

Minority Discounts And Control Premiums In Appraisal Proceedings, Richard A. Booth Marbury Research Professor Of Law

Richard A Booth

In a merger, a stockholder often has a statutory right of dissent and appraisal under which the stockholder may demand to be paid fair value exclusive of any gain or loss that may arise from the merger itself. Most courts and commentators agree that a dissenting stockholder should ordinarily receive a pro rata share of the fair value of the corporation without any discount simply because minority shares lack control. In several recent cases, the courts have indicated that a minority stockholder is thus entitled to a share of the control value of the corporation even though the merger does …

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Organizational Perspectives On Contracts, Gordon Smith, Brayden King Mar 2008

Organizational Perspectives On Contracts, Gordon Smith, Brayden King

D. Gordon Smith

Most written contracts are drafted by lawyers, but legal scholars rarely study contract documents, preferring instead to focus on the legal rules governing contracts. Despite this neglect on the part of the legal academy, empirical studies of contracts have become more common over the past decade. However, the range of questions addressed by these studies is narrow, inspired primarily by economic theories that focus on the role of contracts in mitigating various forms of advantage taking by contracting parties. We believe that legal scholars have something important to add to this scholarly discussion – namely a deep knowledge of contract …

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A Judicial Loudmouth With A Quiet Legacy: A Review Of Emmett Hall: Establishment Radical, Darcy L. Macpherson Dec 2007

A Judicial Loudmouth With A Quiet Legacy: A Review Of Emmett Hall: Establishment Radical, Darcy L. Macpherson

Darcy L MacPherson

This is a review of the book Emmett Hall: Establishment Radical, 2nd ed.

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The Power Of Privilege And The Attorney-Client Privilege Protection Act: How Corporate America Has Everyone Excited About The Emperor's New Clothes, Liesa L. Richter Dec 2007

The Power Of Privilege And The Attorney-Client Privilege Protection Act: How Corporate America Has Everyone Excited About The Emperor's New Clothes, Liesa L. Richter

Liesa L. Richter

No abstract provided.

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The Model Registered Agents Act - A Word (Or Two) To The Wise, Carol Goforth Dec 2007

The Model Registered Agents Act - A Word (Or Two) To The Wise, Carol Goforth

Carol Goforth

The 2007 Model Registered Agents Act (“the Act”), combined with statutory amendments and repeals, consolidates provisions regarding service of process and registered agents for a wide variety of Arkansas businesses. This article provides an overview of the essential provisions of the Act and its effects on business entities, agents, and third parties. Additionally, it offers a brief assessment of how the provisions change prior law. The Act is much more extensive than the business entity statute provisions it replaced. The provisions of the Act address commercial agents, duties of agents, jurisdiction and venue, and provide detailed rules for service of …

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Deconstructing Equity: Public Ownership, Agency Costs, And Complete Capital Markets, Ronald J. Gilson, Charles K. Whitehead Dec 2007

Deconstructing Equity: Public Ownership, Agency Costs, And Complete Capital Markets, Ronald J. Gilson, Charles K. Whitehead

Charles K Whitehead

The traditional law and finance focus on agency costs presumes that the premise that diversified public shareholders are the cheapest risk bearers is immutable. In this Essay, we raise the possibility that changes in the capital markets have called this premise into question, drawn into sharp relief by the recent private equity wave in which the size and range of public companies being taken private expanded significantly. In brief, we argue that private owners, in increasingly complete markets, can transfer risk in discrete slices to counterparties who, in turn, can manage or otherwise diversify away those risks they choose to …

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Going Private: Three Doctrines Gone Astray, Mary Siegel Dec 2007

Going Private: Three Doctrines Gone Astray, Mary Siegel

Mary Siegel

Introduction: "Much attention has been devoted to the seeming inconsistency in the Delaware Supreme Court's holdings that predicate the choice of monitor governing a going-private transaction based on the form of the transaction. Weinberger v. UOP, Inc.' is the beacon of going private law, requiring controlling shareholders in a conflict-of-interest long-form merger to prove the entire fairness of that transaction. Kahn v. Lynch Communication Systems, Inc. reinforced Weinbergds holding by requiring the entire fairness monitor in long-form mergers even where the controlling shareholders have provided a method to immunize their controlling influence. Against this stalwart adherence to the entire fairness …

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Sarbanes-Oxley's Insight: The Role Of Distrust, Renee Jones Dec 2007

Sarbanes-Oxley's Insight: The Role Of Distrust, Renee Jones

Renee Jones

No abstract provided.

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