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Business Organizations Law

Selected Works

David K. Millon

Corporation and Enterprise Law

Articles 1 - 15 of 15

Full-Text Articles in Law

Criminalization Of Corporate Law: The Impact On Shareholders And Other Constituents, David K. Millon Dec 2012

Criminalization Of Corporate Law: The Impact On Shareholders And Other Constituents, David K. Millon

David K. Millon

None available.


The Impact On Shareholders And Other Constituents, David Millon Dec 2012

The Impact On Shareholders And Other Constituents, David Millon

David K. Millon

No abstract provided.


Piercing The Corporate Veil, Financial Responsibility, And The Limits Of Limited Liability, David K. Millon Dec 2012

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 …


New Game Plan Or Business As Usual? A Critique Of The Team Production Model Of Corporate Law, David K. Millon Dec 2012

New Game Plan Or Business As Usual? A Critique Of The Team Production Model Of Corporate Law, David K. Millon

David K. Millon

None available.


The Case Beyond Time, Lyman P.Q. Johnson, David K. Millon Nov 2012

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.


Recalling Why Corporate Officers Are Fiduciaries, Lyman P.Q. Johnson, David K. Millon Nov 2012

Recalling Why Corporate Officers Are Fiduciaries, Lyman P.Q. Johnson, David K. Millon

David K. Millon

For all the recent federal attention to regulating - and differentiating - corporate officer and director functions, a curious fact remains: state fiduciary duty law makes no distinction between the fiduciary duties of these two groups. Instead, courts and commentators routinely describe the duties of directors and officers together, and in identical terms. To lump officers and directors together as generic fiduciaries with no distinction being made between them, suggests - as patently is not the case - that their institutional function and legal roles within the corporation are the same. Such a view, consequently, undermines efforts more sharply to …


Corporate Takeovers And Corporate Law: Who's In Control?, Lyman P.Q. Johnson, David K. Millon Nov 2012

Corporate Takeovers And Corporate Law: Who's In Control?, Lyman P.Q. Johnson, David K. Millon

David K. Millon

No abstract provided.


New Directions In Corporate Law Communitarians, Contractarians, And The Crisis In Corporate Law, David K. Millon Nov 2012

New Directions In Corporate Law Communitarians, Contractarians, And The Crisis In Corporate Law, David K. Millon

David K. Millon

No abstract provided.


Misreading The Williams Act, Lyman P.Q. Johnson, David K. Millon Nov 2012

Misreading The Williams Act, Lyman P.Q. Johnson, David K. Millon

David K. Millon

No abstract provided.


Enron And The Dark Side Of Worker Ownership, David Millon Nov 2012

Enron And The Dark Side Of Worker Ownership, David Millon

David K. Millon

No abstract provided.


Worker Ownership Through 401(K) Retirement Plans: Enron's Cautionary Tale, David Millon Nov 2012

Worker Ownership Through 401(K) Retirement Plans: Enron's Cautionary Tale, David Millon

David K. Millon

No abstract provided.


Missing The Point About State Takeover Statutes, Lyman P.Q. Johnson, David K. Millon Nov 2012

Missing The Point About State Takeover Statutes, Lyman P.Q. Johnson, David K. Millon

David K. Millon

No abstract provided.


Enlightened Shareholder Value, Social Responsibility, And The Redefinition Of Corporate Purpose Without Law, David Millon Dec 2011

Enlightened Shareholder Value, Social Responsibility, And The Redefinition Of Corporate Purpose Without Law, David Millon

David K. Millon

No abstract provided.


Human Rights And Delaware Corporate Law, David Millon Dec 2011

Human Rights And Delaware Corporate Law, David Millon

David K. Millon

No abstract provided.


Communitarianism In Corporate Law: Foundations And Law Reform Strategies, David Millon Dec 1994

Communitarianism In Corporate Law: Foundations And Law Reform Strategies, David Millon

David K. Millon

No abstract provided.