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Articles 31 - 49 of 49
Full-Text Articles in Law
(Not) Advising Corporate Officers About Fiduciary Duties, Lyman P.Q. Johnson, Robert V. Ricca
(Not) Advising Corporate Officers About Fiduciary Duties, Lyman P.Q. Johnson, Robert V. Ricca
Lyman P. Q. Johnson
This Article explores the intersection of an important, unresolved corporate law issue and an overlooked professional responsibility issue persistently arising in the corporate milieu. The corporate law question currently unaddressed in Delaware law is whether the fiduciary duties of corporate officers, as agents, are the same as, or different from, the fiduciary duties of corporate directors. A related question is whether, in reviewing officer conduct, courts will apply the business judgment rule in the same broad (and protective) manner in which it is applied to assessing director behavior. The professional responsibility issue concerns whether, and how well, lawyers are advising …
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.
The Delaware Judiciary And The Meaning Of Corporate Life And Corporate Law, Lyman P.Q. Johnson
The Delaware Judiciary And The Meaning Of Corporate Life And Corporate Law, Lyman P.Q. Johnson
Lyman P. Q. Johnson
No abstract provided.
Law And Legal Theory In The History Of Corporate Responsibility: Corporate Personhood, Lyman P.Q. Johnson
Law And Legal Theory In The History Of Corporate Responsibility: Corporate Personhood, Lyman P.Q. Johnson
Lyman P. Q. Johnson
This paper, part of a larger scholarly project, addresses one of four areas – i.e., the emergence of corporate personhood – where, historically, law has both influenced and mirrored cultural expectations concerning corporate responsibility. The other areas (treated elsewhere) are corporate purpose, corporate regulation, and corporate governance. Corporate personhood is a subject of longstanding and recurring interest that, notwithstanding it has been a settled concept since the 19th century, continues to vex and excite, as seen in the U. S. Supreme Court’s splintered 5-4 decision in the 2010 case of Citizens United v. Federal Election Commission. The decades-long debates about …
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.
The Audit Committee's Ethical And Legal Responsibilities: The State Law Perspective, Lyman P.Q. Johnson
The Audit Committee's Ethical And Legal Responsibilities: The State Law Perspective, Lyman P.Q. Johnson
Lyman P. Q. Johnson
This paper provides a state law perspective on the post-scandal, post-reform audit committee. Federal law, along with NYSE and Nasdaq (together, "SRO") rules, recently have made sweeping changes in corporate governance, including numerous provisions that bear on audit committees. These changes are unprecedented and dramatic, and rightly have received wide attention and careful study. Certain basic principles underlying the governance functions and duties of audit committees, however, originate in, and are still determined by, state law. Moreover, state law applies to all corporations; federal law and SRO rules on audit committees apply only to those companies coming under federal law …
Enduring Equity In The Close Corporation, Lyman P.Q. Johnson
Enduring Equity In The Close Corporation, Lyman P.Q. Johnson
Lyman P. Q. Johnson
This Article develops the theme of change/sameness in corporate law. Written to commemorate the thirty-fifth anniversary of Wilkes v. Springside Nursing Home, Inc., the Article argues that the equitable fiduciary duties so central to Wilkes endure today in the close corporation precisely because equity, by its nature, is so exquisitely adaptive – under constantly changing circumstances − to the ongoing pursuit of a just ordering within the corporation. Unlike fixed legal rules – which are categorical, static, and do not take sufficient account of changes wrought by time or human arationality – equity is malleable and timely as it reckons …
Having The Fiduciary Duty Talk: Model Advice For Corporate Officers (And Other Senior Agents), Lyman P.Q. Johnson
Having The Fiduciary Duty Talk: Model Advice For Corporate Officers (And Other Senior Agents), Lyman P.Q. Johnson
Lyman P. Q. Johnson
Countless legal materials address the fiduciary duties of corporate directors. These include extensive decisional law, numerous institutes and continuing legal education seminars, several treatises and casebooks, and the well-known Corporate Director's Guidebook, recently released in its fifth edition. By contrast, legal materials on the fiduciary duties of corporate officers - key actors and agents in any company - are quite sparse. Case law is meager and undeveloped, with even such a baseline issue as the applicability of the business judgment rule lacking resolution. Treatises, institutes, and other legal materials frequently lump officer fiduciary duties with those of directors or treat …
New Approaches To Corporate Law, Lyman P. Q. Johnson
New Approaches To Corporate Law, Lyman P. Q. Johnson
Lyman P. Q. Johnson
No abstract provided.
Corporate Officers And The Business Judgment Rule, Lyman P.Q. Johnson
Corporate Officers And The Business Judgment Rule, Lyman P.Q. Johnson
Lyman P. Q. Johnson
This article argues that the business judgment rule - a cornerstone concept in corporate law - does not and should not extend to corporate officers in the same broad manner in which it is applied to directors. The argument proceeds along both descriptive and normative lines. After first reviewing judicial decisions, the article concludes that, notwithstanding frequent, broad assertions to the contrary, application of the rule to corporate officers is not firmly established in case law. The article next examines the policy case by assessing three conventional rationales for applying the rule to directors and concluding, on balance, that the …
Gender And Securities Law In The Supreme Court, Lyman P.Q. Johnson, Michelle Harner, Jason A. Cantone
Gender And Securities Law In The Supreme Court, Lyman P.Q. Johnson, Michelle Harner, Jason A. Cantone
Lyman P. Q. Johnson
The 2010 appointment of Elena Kagan to the United States Supreme Court meant that, for the first time, three female justices would serve together on that court. Less clear is whether Justice Kagan’s gender will really matter in how she votes as a justice. This question is an especially visible aspect of a larger issue: do female judges display gendered voting patterns in the cases that come before them? This article makes a novel contribution to the growing literature on female voting patterns. We investigated whether female justices on the United States Supreme Court voted differently than, or otherwise influenced, …
The Eventual Clash Between Judicial And Legislative Notions Of Target Management Conduct, Lyman P.Q. Johnson
The Eventual Clash Between Judicial And Legislative Notions Of Target Management Conduct, Lyman P.Q. Johnson
Lyman P. Q. Johnson
No abstract provided.
Making (Corporate) Law In A Skeptical World, Lyman P. Q. Johnson
Making (Corporate) Law In A Skeptical World, Lyman P. Q. Johnson
Lyman P. Q. Johnson
No abstract provided.
Recalling Why Corporate Officers Are Fiduciaries, Lyman P.Q. Johnson, David Millon
Recalling Why Corporate Officers Are Fiduciaries, Lyman P.Q. Johnson, David Millon
Lyman P. Q. Johnson
No abstract provided.
Misunderstanding Director Duties: The Strange Case Of Virginia, Lyman Johnson
Misunderstanding Director Duties: The Strange Case Of Virginia, Lyman Johnson
Lyman P. Q. Johnson
No abstract provided.
Sarbanes Oxley Act And Fiduciary Duties, Lyman Johnson
Sarbanes Oxley Act And Fiduciary Duties, Lyman Johnson
Lyman P. Q. Johnson
No abstract provided.
Individual And Collective Sovereignty In The Corporate Enterprise, Lyman Johnson
Individual And Collective Sovereignty In The Corporate Enterprise, Lyman Johnson
Lyman P. Q. Johnson
No abstract provided.
Does The Federal William Act Pre-Empt State Common Law In Hostile Takeovers?, Lyman Johnson, David Millon
Does The Federal William Act Pre-Empt State Common Law In Hostile Takeovers?, Lyman Johnson, David Millon
Lyman P. Q. Johnson
No abstract provided.
The Financially Distressed Real Estate Partnership, Lyman Johnson, James Frenzel
The Financially Distressed Real Estate Partnership, Lyman Johnson, James Frenzel
Lyman P. Q. Johnson
No abstract provided.