Open Access. Powered by Scholars. Published by Universities.®
- Publication
Articles 1 - 14 of 14
Full-Text Articles in Law
Beyond The Inevitable And Inadequate Regulation Of Bankers, Lyman P. Q. Johnson
Beyond The Inevitable And Inadequate Regulation Of Bankers, Lyman P. Q. Johnson
Lyman P. Q. Johnson
None available.
The Enduring Illegitimacy Of The Poison Pill, Julian Velasco
The Enduring Illegitimacy Of The Poison Pill, Julian Velasco
Julian Velasco
The poison pill is the ultimate defense against a hostile takeover. From management's perspective, it is almost too good to be true. Originally, the poison pill was seen as a way to guard against the worst of hostile takeover tactics. It has been successful; the poison pill has virtually eliminated these tactics from the repertoires of hostile bidders. However, the poison pill is extremely potent, capable of preventing all hostile takeovers, regardless of their underlying merit. Thus, the poison pill eventually became the means to employ a just say no defense of resisting hostile takeovers, regardless of the interests of …
Shareholder Ownership And Primacy, Julian Velasco
Shareholder Ownership And Primacy, Julian Velasco
Julian Velasco
According to the traditional view, the shareholders own the corporation. Until relatively recently, this view enjoyed general acceptance. Today, however, there seems to be substantial agreement among legal scholars and others in the academy that shareholders do not own corporations. In fact, the claim that shareholders do own corporations often is dismissed as merely a “theory,” a “naked assertion,” or even a “myth.” And yet, outside of the academy, views on the corporation remain quite traditional. Most people - not just the public and the media, but also politicians, and even bureaucrats and the courts - seem to believe that …
Just Do It: An Antidote To The Poison Pill, Julian Velasco
Just Do It: An Antidote To The Poison Pill, Julian Velasco
Julian Velasco
The poison pill is the most powerful defense against hostile takeovers. It can render a company takeover-proof, or nearly so. Efforts at developing an antidote have focused largely on shareholder-adopted bylaws, but the legality of such proposals has been questioned by many. In any event, shareholder-adopted bylaws have not been very successful in eliminating poison pills thus far. In order to effect takeovers, hostile bidders cannot rely on the courts or the target company's shareholders; they can rely only on themselves. In this article, I propose a strategy for hostile bidders to counteract the poison pill and to consummate hostile …
Taking Shareholder Rights Seriously, Julian Velasco
Taking Shareholder Rights Seriously, Julian Velasco
Julian Velasco
The great corporate scandals of the recent past and the resulting push for legal reform have revived the role of the shareholder in the corporation as a subject of great debate. Those who favor an expanded role for shareholders in corporate governance tend to focus on developing new legal rights for shareholders, and their critics respond with reasons why such rights are unnecessary and inappropriate. While these issues certainly are worthy of consideration, issues concerning existing shareholder rights are more fundamental. If existing rights are adequate or could be improved, then new rights may not be necessary; but if existing …
How Many Fiduciary Duties Are There In Corporate Law?, Julian Velasco
How Many Fiduciary Duties Are There In Corporate Law?, Julian Velasco
Julian Velasco
Historically, there were two main fiduciary duties in corporate law, care and loyalty, and only the duty of loyalty was likely to lead to liability. In the 1980s and 1990s, the Delaware Supreme Court breathed life into the duty of care, created a number of intermediate standards of review, elevated the duty of good faith to equal standing with care and loyalty, and announced a unified test for review of breaches of fiduciary duty. The law, which once seemed so straightforward, suddenly became elaborate and complex. In 2006, in the case of Stone v. Ritter, the Delaware Supreme Court rejected …
The Fundamental Rights Of The Shareholder, Julian Velasco
The Fundamental Rights Of The Shareholder, Julian Velasco
Julian Velasco
Shareholders have many legal rights, but they are not all of equal significance. This article will argue that two rights — the right to elect directors and the right to sell shares — are more important than any others, that these rights should be considered the fundamental rights of the shareholder, and that, as such, they deserve a great deal of respect and protection by law. The history of corporate law has been one of increasing flexibility for directors and decreasing rights for shareholders. Although the law seems to have coalesced around the norm of shareholder primacy, this is not …
Fiduciary Duties And Fiduciary Outs, Julian Velasco
Fiduciary Duties And Fiduciary Outs, Julian Velasco
Julian Velasco
Fiduciary outs are virtually ubiquitous in acquisition agreements, but almost unheard of in other contexts. This is because the fiduciary out is an inherently problematic device. Although it is not intended to do so, it almost necessarily transforms an agreement into an option in the hands of one party. Nevertheless, fiduciary outs make sense in the context of acquisition agreements. This is because fiduciary outs are essentially contractual proxies for fiduciary duties. As such, they have the same purpose: to protect shareholders from abuse at the hands of directors. Fiduciary outs do this in the context of acquisition agreements by …
The United States, Lawrence A. Hamermesh
Recent Developments In Delaware Corporate Law, Lawrence Hamermesh, Faiza Saeed, Mark Gentile
Recent Developments In Delaware Corporate Law, Lawrence Hamermesh, Faiza Saeed, Mark Gentile
Lawrence A. Hamermesh
No abstract provided.
The Law Of Corporate Purpose, David Yosifon
The Law Of Corporate Purpose, David Yosifon
David G. Yosifon
Delaware corporate law requires corporate directors to manage firms for the benefit of shareholders, and not for any other constituency. Delaware jurists have been clear about this in their case law, and they are not coy about it in extra-judicial settings, such as speeches directed at law students and practicing members of the corporate bar. Nevertheless, the reader of leading corporate law scholarship is continually exposed to the scholarly assertion that the law is ambiguous or ambivalent on this point, or even that case law affirmatively empowers directors to pursue non-shareholder interests. It is shocking, and troubling, for corporate law …
A Fresh Look At Director "Independence": Mutual Fund Fee Litigation And Gartenberg At Twenty-Five, Lyman P.Q. Johnson
A Fresh Look At Director "Independence": Mutual Fund Fee Litigation And Gartenberg At Twenty-Five, Lyman P.Q. Johnson
Lyman P. Q. Johnson
This article contrasts how a robust conception of director independence plays a central role in the corporate law world while, in the mutual fund industry, independence is a shrunken conception playing only a marginal role. Over the last twenty-five years, director independence in corporate law has gained wide acceptance as being desirable and it has become a critical component of fiduciary duty analysis. Within the mutual fund industry, however, independence remains fiercely contested. The more obvious battle over independence has occurred in response to the Securities and Exchange Commission's ("SEC's") rulemaking effort to alter the standard for granting certain regulatory …
Corporate Takeovers And Corporate Law: Who's In Control?, Lyman P.Q. Johnson, David K. Millon
Corporate Takeovers And Corporate Law: Who's In Control?, Lyman P.Q. Johnson, David K. Millon
Lyman P. Q. Johnson
No abstract provided.
Faith And Faithfulness In Corporate Theory, Lyman P.Q. Johnson
Faith And Faithfulness In Corporate Theory, Lyman P.Q. Johnson
Lyman P. Q. Johnson
No abstract provided.