Law Commons^™

Up Close And Personal With Delaware, Darian M. Ibrahim, Brian J. Broughman

Darian M. Ibrahim

No abstract provided.

Delaware’S Familiarity, Brian J. Broughman, Darian M. Ibrahim

Darian M. Ibrahim

No abstract provided.

Delaware's Familiarity, Brian J. Broughman, Darian M. Ibrahim

Darian M. Ibrahim

No abstract provided.

Thoughts On Those Transperfect Ads, Lawrence A. Hamermesh

Lawrence A. Hamermesh

No abstract provided.

Shareholder Wealth Maximization As Means To An End, Robert P. Bartlett, Iii

Robert Bartlett

In several recent cases, the Delaware Chancery Court has emphasized that where a conflict of interest exists between holders of a company’s common stock and holders of its preferred stock, the standard of conduct for directors requires that they strive to maximize the value of the corporation for the benefit of its common stockholders rather than for its preferred stockholders. This article interrogates this view of directors’ fiduciary duties from the perspective of incomplete contracting theory. Building on the seminal work of Sanford Grossman and Oliver Hart, incomplete contracting theory examines the critical role of corporate control rights for addressing …

Cost-Based And Rules-Based Regulatory Competition: Markets For Corporate Charters In The U.S. And The E.U., Marco Ventoruzzo

Marco Ventoruzzo

Regulatory competition in corporate law is increasing in Europe and, not differently from what happens in the US, a market for corporate charters is developing in Europe. This article examines the differences between the US corporate law market, and the European one - to the extent that one exists. The basic idea is that, in Europe, there is a stronger competition for the (first) incorporation of rather small, closely-held corporations; while in the US a small closely-held corporation usually incorporates locally, where its shareholders and directors are located, and reincorporates - often in Delaware - when it is growing and, …

Cost-Based And Rules-Based Regulatory Competition: Markets For Corporate Charters In The U.S. And The E.U., Marco Ventoruzzo

Marco Ventoruzzo

Regulatory competition in corporate law is increasing in Europe and, not differently from what happens in the US, a market for corporate charters is developing in Europe. This article examines the differences between the US corporate law market, and the European one - to the extent that one exists. The basic idea is that, in Europe, there is a stronger competition for the (first) incorporation of rather small, closely-held corporations; while in the US a small closely-held corporation usually incorporates locally, where its shareholders and directors are located, and reincorporates - often in Delaware - when it is growing and, …

How Delaware Law Made Appeal To Revive Gm Ignition Switch Suit A Non-Starter, Paul Regan

Paul L Regan

Can Peltz Score?: What’S Behind The May 13 Dupont Vs. Trian Contest, Lawrence A. Hamermesh

Lawrence A. Hamermesh

No abstract provided.

A Delaware Response To Delaware's Choice, Lawrence Hamermesh, Norman Monhait

Lawrence A. Hamermesh

This article is an invited response to Professor Subramanian’s article “Delaware’s Choice.” The article expresses skepticism, for two primary reasons, about the need for the change to Delaware’s takeover statute that Professor Subramanian proposes. First, there is uncertainty that the constitutionality of that statute would be evaluated today under a test as demanding as the one that was applied when the statute was upheld in the late 1980s. Second, citing an earlier article by A. Gilchrist Sparks and Helen Bowers, we question whether a constitutional evaluation of the takeover statute should be limited to data on tender offers that are …

M&A Under Delaware's Public Benefit Corporation Statute: A Hypothetical Tour, Frederick Alexander, Lawrence Hamermesh, Frank Martin, Norman Monhait

Lawrence A. Hamermesh

Noting the enthusiastic initial response to Delaware’s 2013 public benefit corporation statute, this Article presents a series of hypotheticals as vehicles for comment on issues that are likely to arise in the context of mergers and acquisitions of public benefit corporations. The Article first examines appraisal rights, concluding that such rights will be generally available to stockholders in public benefit corporations, and noting the potential for ambiguity in defining “fair value” where the corporation’s purposes extend to public purposes as well as private profit. Next, the Article examines whether and to what extent “Revlon” duties and limitations on deal protection …

Consent In Corporate Law, Lawrence Hamermesh

Lawrence A. Hamermesh

Recent Delaware case law explores and extends what the author describes as the “doctrine of corporate consent,” under which a stockholder is deemed to consent to changes in the corporate relationship that are adopted pursuant to statutory authority (such as by directors adopting bylaws). This essay examines whether and to what extent there may be limits on the application of the doctrine of corporate consent, and whether fee-shifting bylaws exceed those limits.

10 Things That Tick Off The Chancellors, And The Ethical Issues They Raise, Lawrence Hamermesh

Lawrence A. Hamermesh

No abstract provided.

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

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 …

Delaware's Non-Waivable Duties, Lyman P. Q. Johnson

Lyman P. Q. Johnson

This Article disputes the view - seemingly settled among scholars, judges, and lawyers - that recently - enacted statutes in Delaware legally permit fiduciary duties to be waived in noncorporate business associations. The argument is a rarity in business law because it is a constitutional argument, not one initially based on policy considerations or statutory interpretation, and it seeks to harmonize judicial review of fiduciary duties in noncorporate businesses with that in Delaware corporations, where waivers are not permitted. Delaware’s Constitution vests the Delaware Court of Chancery with general equity jurisdiction and powers of a kind that cannot be curtailed …

Good Faith In Revlon-Land, Christopher M. Bruner

Christopher M. Bruner

The Delaware Supreme Court has set a very high hurdle for plaintiffs challenging directors' good faith in the sale of a company. In Lyondell Chemical Company v. Ryan, the court held that unconflicted directors could be found to have breached the good faith component of their duty of loyalty in the transactional context only if they "knowingly and completely failed to undertake," and "utterly failed to attempt" to discharge their duties. In this essay I argue that the Lyondell standard effectively imports into the transactional context the exacting standard previously applied in the oversight context — a move clearly aimed …

Widener Law, The Institute Of Delaware Corporate & Business Law, On-Line Symposium: Default Fiduciary Duties In Llcs And Lps, Lawrence Hamermesh

Lawrence A. Hamermesh

No abstract provided.

Limiting And Eliminating (And Establishing?) Fiduciary Duties In Delaware Business Entities, Lawrence Hamermesh

Lawrence A. Hamermesh

No abstract provided.

A Delaware Lawyer In Chairman Schapiro's 'Court', Lawrence A. Hamermesh

Lawrence A. Hamermesh

No abstract provided.

Democracy And The Dominance Of Delaware In Corporate Law, Kent Greenfield

Kent Greenfield

Among the grandest debates within corporate law is whether the dominance of Delaware is the result of a “race to the bottom” -- toward a legal regime that benefits managers at the expense of the shareholders -- or a “race to the top” -- toward an efficient, shareholder-centric governance framework. This paper argues that this debate is largely beside the point. Even if Delaware’s dominance is the result of a competition resulting in law that efficiently serves the interests of shareholders, it is nevertheless illegitimate. This is because the internal affairs doctrine, on which Delaware’s preeminence depends, in effect allows …

Delaware Corporate Law And The Model Business Corporation Act: A Study In Symbiosis, Jeffrey Gorris, Lawrence Hamermesh, Leo Strine

Lawrence A. Hamermesh

No abstract provided.

Irreconcilable Differences: Director, Manager And Shareholder Conflicts In Takeover Transactions, Steven M. Davidoff, Caroline M. Gentile, Paul L. Regan

Paul L Regan

No abstract provided.

Silos, Corporate Law, And Bankruptcy Law, Lawrence Hamermesh

Lawrence A. Hamermesh

No abstract provided.

The Challenge To Delaware's Preeminence In Corporate Law, Lawrence Hamermesh

Lawrence A. Hamermesh

This short essay suggests that the focus on federal-state jurisdictional conflict over regulation of corporate governance in the U.S. is misplaced, and that declining levels of IPO's in the U.S. should be a concern shared by lawmakers at both state and federal levels. Those who reflexively advocate inflexible federal governance rules of wide application -- as opposed to regulatory reforms aimed carefully at unboundedly risky financial practices -- should prevail only upon a clear understanding that the potential benefits of such governance rules outweigh the risks associated with them.

A Business Review Of The Delaware Series: Good Business For The Informed, Ann E. Conaway

Ann E. Conaway

Delaware has long attempted to provide business structures that reflect the demands of the business community in an efficient and productive manner. One prime example of this demand/response is the "series" interest available in Delaware limited partnerships, LLCs, and statutory trusts. The series structure combines the flexibility that different types of businesses desire along with the statutory and contractual support that Delaware provides to all of its unincorporated business organizations. Other states have now emulated the Delaware series concept, although there is still considerable confusion as to how a series works. This piece provides an overview of some of the …