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Investor Protection And The Revised Uniform Limited Partnership Act, Mary E. Brumder
Investor Protection And The Revised Uniform Limited Partnership Act, Mary E. Brumder
Washington Law Review
The 1976 ULPA is a definite improvement over the 1916 ULPA. The new Act, however, makes only slight changes in one of the important and problematic parts of the old Act—the role of limited partners. As it is likely that a number of legislatures will consider adoption of the 1976 ULPA in the near future, this comment is written to provide guidance in the area of the limited partner's role. After examining the role of the limited partner as it has evolved within the structure of the 1916 ULPA, this comment discusses changes made by the 1976 ULPA and recommends …
Corporations—Conditional Supermajority Provisions: Protecting Shareholders' Interests—Seibert V. Gulton Industries, Inc., No. 5631 (Del. Ch. June 21, 1979), Aff'd, No. 219 (Del. Jan. 4, 1980), Constance M. Crawley
Corporations—Conditional Supermajority Provisions: Protecting Shareholders' Interests—Seibert V. Gulton Industries, Inc., No. 5631 (Del. Ch. June 21, 1979), Aff'd, No. 219 (Del. Jan. 4, 1980), Constance M. Crawley
Washington Law Review
In Seibert v. Gulton Industries, Inc., the Delaware Supreme Court affirmed the dismissal of a complaint challenging the legality of a conditional supermajority amendment to Gulton Industries' certificate of incorporation. The challenged amendment required the affirmative vote of eighty percent of Gulton's shareholders to approve a proposed takeover of Gulton by any person or entity that had acquired five percent or more of Gulton's shares prior to its proposed takeover. The eighty percent vote was not required if Gulton's directors had approved the proposed takeover prior to the other entity's acquisition of a five percent interest in Gulton. In such …
Corporations—Conditional Supermajority Provisions: Protecting Shareholders' Interests—Seibert V. Gulton Industries, Inc., No. 5631 (Del. Ch. June 21, 1979), Aff'd, No. 219 (Del. Jan. 4, 1980), Constance M. Crawley
Corporations—Conditional Supermajority Provisions: Protecting Shareholders' Interests—Seibert V. Gulton Industries, Inc., No. 5631 (Del. Ch. June 21, 1979), Aff'd, No. 219 (Del. Jan. 4, 1980), Constance M. Crawley
Washington Law Review
In Seibert v. Gulton Industries, Inc., the Delaware Supreme Court affirmed the dismissal of a complaint challenging the legality of a conditional supermajority amendment to Gulton Industries' certificate of incorporation. The challenged amendment required the affirmative vote of eighty percent of Gulton's shareholders to approve a proposed takeover of Gulton by any person or entity that had acquired five percent or more of Gulton's shares prior to its proposed takeover. The eighty percent vote was not required if Gulton's directors had approved the proposed takeover prior to the other entity's acquisition of a five percent interest in Gulton. In …
Investor Protection And The Revised Uniform Limited Partnership Act, Mary E. Brumder
Investor Protection And The Revised Uniform Limited Partnership Act, Mary E. Brumder
Washington Law Review
The 1976 ULPA is a definite improvement over the 1916 ULPA. The new Act, however, makes only slight changes in one of the important and problematic parts of the old Act—the role of limited partners. As it is likely that a number of legislatures will consider adoption of the 1976 ULPA in the near future, this comment is written to provide guidance in the area of the limited partner's role. After examining the role of the limited partner as it has evolved within the structure of the 1916 ULPA, this comment discusses changes made by the 1976 ULPA and recommends …
State Statutory Restrictions On Financial Distributions By Corporations To Shareholders, Richard O. Kummert
State Statutory Restrictions On Financial Distributions By Corporations To Shareholders, Richard O. Kummert
Washington Law Review
After a long period of dormancy, interest appears to have quickened in the possible reform of the statutory provisions enacted by most states to regulate payments by corporations to their shareholders. The California legislature recently adopted a relatively unique series of restrictions on dividends and repurchases of shares as part of an overall revision of that state's Corporations Code. And the Committee on Corporate Laws of the American Bar Association section on Corporation, Banking and Business Law recently revised almost all of the financial provisions in the Model Business Corporation Act. In view of these developments, it is fair to …