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Articles 1 - 7 of 7
Full-Text Articles in Law
Zooming In: Analyzing Annual Meeting Format Changes Amidst A Global Pandemic, Mark T. Wilhelm, Danielle Clifford
Zooming In: Analyzing Annual Meeting Format Changes Amidst A Global Pandemic, Mark T. Wilhelm, Danielle Clifford
Washington and Lee Law Review Online
Beginning in March of 2020, public companies in the United States were forced to take unprecedented measures to observe corporate formalities while following the government-mandated health and safety measures resulting from the COVID-19 pandemic. Those measures made in-person activities and meetings either incredibly challenging or, in certain jurisdictions, illegal. Because “proxy season,” the time when public companies typically hold their annual meetings of stockholders, followed shortly after the mass implementation of COVID-19 lockdowns and quarantines, public companies that had historically held these meetings in-person were left scrambling to find an alternative means to meet. Nearly overnight, the pandemic caused an …
Big Little Lies: How Loopholes In The Small Business Act Allow Large Businesses To Profit, Halley Townsend
Big Little Lies: How Loopholes In The Small Business Act Allow Large Businesses To Profit, Halley Townsend
Washington and Lee Law Review Online
The Small Business Administration (SBA) was established by Congress to create and administer programs to help small businesses compete in the national economy. But far too often, large, sophisticated firms profit from SBA programs meant to assist the little guy. Currently, Congress legislates specific programs tailored towards one type of small business, and the SBA is responsible for implementing the program. This process has resulted in loopholes in the SBA’s enabling act that permit powerful businesses to qualify for SBA programs. This result is the opposite of what Congress intended.
Part II provides background and the history of the SBA. …
The Cost Of Doing Business? Corporate Registration As Valid Consent To General Personal Jurisdiction, Matthew D. Kaminer
The Cost Of Doing Business? Corporate Registration As Valid Consent To General Personal Jurisdiction, Matthew D. Kaminer
Washington and Lee Law Review Online
Every state has a statute that requires out-of-state corporations to register with a designated official before doing business there, but courts disagree on what impact, if any, those statutes can or should have on personal jurisdiction doctrine. A minority of states interpret compliance with their registration statutes as the company’s consent to general personal jurisdiction, meaning it can be sued on any cause of action there, even those unrelated to the company’s conduct in that state. The United States Supreme Court upheld this “consent by registration” theory over 100 years ago, but since then has manifested a sea change in …
The Limits Of Gatekeeper Liability, Andrew F. Tuch
The Limits Of Gatekeeper Liability, Andrew F. Tuch
Washington and Lee Law Review Online
No abstract provided.
A Rejoinder To G. Skinner's Rethinking Limited Liability Of Parent Corporations For Foreign Subsidiaries' Violations Of International Human Rights Law, Radu Mares
Washington and Lee Law Review Online
No abstract provided.
The Still-Dwindled Revlon, Lyman P.Q. Johnson, Robert Ricca
The Still-Dwindled Revlon, Lyman P.Q. Johnson, Robert Ricca
Washington and Lee Law Review Online
This is a brief Response to Professor Mohsen Manesh’s extensive response to our original article, The Dwindling of Revlon. Our thesis is that today the iconic Revlon doctrine is, remedially, quite substantially diminished. Although Professor Manesh sets out to establish what he calls “the limits of Johnson’s and Ricca’s thesis,” we here maintain, as before, that there is little remedial clout to Revlon unless directors or others very significantly misbehave. We also criticize Delaware’s continuing use of the standard-of-conduct/standard-of-review construct in the fiduciary duty area. This rubric is unhelpful generally and strikingly so in the Revlon setting, as we …
Nearing 30, Is Revlon Showing Its Age?, Mohsen Manesh
Nearing 30, Is Revlon Showing Its Age?, Mohsen Manesh
Washington and Lee Law Review Online
Nearly thirty years ago, in Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., the Delaware Supreme Court famously dictated that in certain transactions involving a “sale or change in control,” the fiduciary obligation of a corporation’s board of directors is simply to “get[] the best price for the stockholders.” Applying a novel remedial perspective to this iconic doctrine, in The Dwindling of Revlon, Professor Lyman Johnson and Robert Ricca argue that Revlon is today of diminishing significance. In the three decades since, the coauthors observe, corporate law has evolved around Revlon, dramatically limiting the remedial clout of …