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Full-Text Articles in Law

Shareholder Primacy In The Classroom After The Financial Crisis, David Millon Nov 2013

Shareholder Primacy In The Classroom After The Financial Crisis, David Millon

David K. Millon

No abstract provided.


The Case Beyond Time, Lyman P.Q. Johnson, David K. Millon Jan 2013

The Case Beyond Time, Lyman P.Q. Johnson, David K. Millon

David K. Millon

The Delaware Supreme Court's opinion in Paramount Communications, Inc. v. Time, Inc.' treats several important questions that arise in connection with hostile corporate takeovers. At the same time, it leaves three critical issues unanswered. In this article, we first briefly describe what the Time decision did, comparing Chancellor William Allen's somewhat discursive Chancery Court opinion with the more peremptory ruling of the Supreme Court. Next, we identify three unarticulated but potentially far-reaching implications of both the Supreme Court's and Chancellor Allen's reasoning that threaten to destabilize seemingly settled doctrine governing the conduct of target company management.


Piercing The Corporate Veil, Financial Responsibility, And The Limits Of Limited Liability, David K. Millon Jan 2013

Piercing The Corporate Veil, Financial Responsibility, And The Limits Of Limited Liability, David K. Millon

David K. Millon

Veil-piercing is the most heavily litigated issue in corporate law, yet legal doctrine in this area is notoriously incoherent. In this article, I argue that the only way to make sense of veil-piercing is through an accurate understanding of the policy underlying limited liability. Once that is appreciated it then becomes possible to make sense of the appropriate limits on limited liability. Piercing the corporate veil can then serve the useful function of distinguishing legitimate from illegitimate reliance on statutory limited liability. After surveying efficiency rationales for limited liability and finding them unpersuasive, I propose that the best way to …


Redefining Corporate Law, David K. Millon Jan 2013

Redefining Corporate Law, David K. Millon

David K. Millon

None available.


Why Is Corporate Management Obsessed With Quarterly Earnings And What Should Be Done About It?, David K. Millon Jan 2013

Why Is Corporate Management Obsessed With Quarterly Earnings And What Should Be Done About It?, David K. Millon

David K. Millon

None available.