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Full-Text Articles in Law
Duty And Diversity, Chris Bummer, Leo E. Strine Jr.
Duty And Diversity, Chris Bummer, Leo E. Strine Jr.
Ira M. Millstein Center for Global Markets and Corporate Ownership
In the wake of the brutal deaths of George Floyd and Breonna Taylor, lawmakers and corporate boards from Wall Street to the West Coast have introduced a slew of reforms aimed at increasing Diversity, Equity, and Inclusion (“DEI”) in corporations. Yet the reforms face difficulties ranging from possible constitutional challenges to critical limitations in their scale, scope, and degree of legal obligation and practical effects.
In this Article, we provide an old answer to the new questions facing DEI policy and offer the first close examination of how corporate law duties impel and facilitate corporate attention to diversity. Specifically, we …
Toward A Constitutional Review Of The Poison Pill, Lucian A. Bebchuk, Robert J. Jackson Jr.
Toward A Constitutional Review Of The Poison Pill, Lucian A. Bebchuk, Robert J. Jackson Jr.
Ira M. Millstein Center for Global Markets and Corporate Ownership
We argue that the state-law rules governing poison pills are vulnerable to challenges based on preemption by the Williams Act. Such challenges, we show, could well have a major impact on the corporate law landscape.
The Williams Act established a federal regime regulating unsolicited tender offers, but states subsequently developed a body of state antitakeover laws that impose additional impediments to such offers. In a series of well-known cases during the 1970s and 1980s, the federal courts, including the Supreme Court, held some of these state antitakeover laws preempted by the Williams Act. To date, however, federal courts and commentators …