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Articles 1 - 14 of 14
Full-Text Articles in Law
Unilateral Forum Selection Clauses In Corporate Bylaws: A Synopsis Of The Debate, Bryce Cullinane
Unilateral Forum Selection Clauses In Corporate Bylaws: A Synopsis Of The Debate, Bryce Cullinane
The Journal of Business, Entrepreneurship & the Law
No abstract provided.
The Short Road Home To Delaware: Boilermakers Local 154 Retirement Fund V. Chevron, Anne M. Tucker
The Short Road Home To Delaware: Boilermakers Local 154 Retirement Fund V. Chevron, Anne M. Tucker
The Journal of Business, Entrepreneurship & the Law
One of the biggest Delaware Supreme Court cases of 2013 wasn’t. The Delaware Court of Chancery opinion in Boilermakers Local 154 Retirement Fund v. Chevron Corp., upheld the enforceability of Delaware forum selection clause bylaws unilaterally adopted by corporate boards of directors. It was widely expected that the Delaware Supreme Court would uphold the Court of Chancery’s opinion. However, Plaintiffs dismissed their appeal and moved to dismiss their remaining claims in the Court of Chancery, leaving intact Chancellor Strine’s strong support of forum selection clauses. National Industries Group (Holding) v. Carlyle Investment Managements L.L.C. and TC Group, L.L.C., a 2013 …
Exploring The Standard Of Review Of Transactions With Controlling Shareholders After In Re Mfw Shareholders Litigation (Decided May 29th, 2013), Miriam Bitton, Odelia Minnes
Exploring The Standard Of Review Of Transactions With Controlling Shareholders After In Re Mfw Shareholders Litigation (Decided May 29th, 2013), Miriam Bitton, Odelia Minnes
The Journal of Business, Entrepreneurship & the Law
This Article will begin with a review of the MFW case, followed by a review of the judicial history prior to this decision. Then it will try to analyze, albeit partially, some of the reasons for why this judgment is timely and reasonable considering changes that occurred in the last decades. It will also address some of the courts' reasoning and its persuasiveness.
Lessons Of 2013: The Perils Of "Ready, Fire, Aim" And The Importance Of An Integrated Litigation Strategy In Corporate Governance Matters, Thad A. Davis, Leslie A. Wulff
Lessons Of 2013: The Perils Of "Ready, Fire, Aim" And The Importance Of An Integrated Litigation Strategy In Corporate Governance Matters, Thad A. Davis, Leslie A. Wulff
The Journal of Business, Entrepreneurship & the Law
No abstract provided.
Fall 2013 Symposium: Contemporary Trends In Corporate Litigation, Robert Anderson Iv, Myron T. Steele, Katherine J. Blair, Thad A. Davis, James R. Griffin, James J. Moloney
Fall 2013 Symposium: Contemporary Trends In Corporate Litigation, Robert Anderson Iv, Myron T. Steele, Katherine J. Blair, Thad A. Davis, James R. Griffin, James J. Moloney
The Journal of Business, Entrepreneurship & the Law
No abstract provided.
More Burden Than Benefit? Analysis Of The Benefit Corporation Movement In California, Sarah Thornsberry
More Burden Than Benefit? Analysis Of The Benefit Corporation Movement In California, Sarah Thornsberry
The Journal of Business, Entrepreneurship & the Law
The benefit corporation movement has been associated with the separate camps of social entrepreneurship, nonprofit organizations, and for-profit corporations, while trying to establish itself as a community of businesses that pursue not only profit, but also environmental and social good. This article examines the legal attributes of benefit corporation legislation and articulates why incorporating as a benefit corporation can be an excellent business decision. Lastly, the article looks at how the movement can further expand in California.
Predatory Hiring As Exclusionary Conduct: A New Perspective, Richard J. Braun, Michael A. Williams
Predatory Hiring As Exclusionary Conduct: A New Perspective, Richard J. Braun, Michael A. Williams
The Journal of Business, Entrepreneurship & the Law
The showing of predatory or exclusionary conduct is a necessary element to prove an attempted monopolization claim under section 2 of the Sherman Act. Predatory hiring as a form of exclusionary conduct has not been extensively analyzed from legal or economic perspectives. Most litigated cases have followed Universal Analytics, Inc. v. MacNeal-Schwendler Corp., where the court held that unlawful predatory hiring occurs when talent is acquired not for purposes of using that talent, but for purposes of denying it to a competitor. An anticompetitive act by a single firm is an act that is not profit maximizing but for the …
Secret Arbitration Or Civil Litigation?: An Analysis Of The Delaware Arbitration Program, Jores Kharatian
Secret Arbitration Or Civil Litigation?: An Analysis Of The Delaware Arbitration Program, Jores Kharatian
The Journal of Business, Entrepreneurship & the Law
No abstract provided.
The Delaware Arbitration Experiment: Not Just A “Secret Court”, Jessica Tyndall
The Delaware Arbitration Experiment: Not Just A “Secret Court”, Jessica Tyndall
The Journal of Business, Entrepreneurship & the Law
No abstract provided.
Delaware's Closed Door Arbitration: What The Future Holds For Large Business Disputes And How It Will Affect M&A Deals, Myron T. Steele, Thomas J. Stipanowich, Robert Anderson, James R. Griffin, Katherine Blair, Monica Shilling
Delaware's Closed Door Arbitration: What The Future Holds For Large Business Disputes And How It Will Affect M&A Deals, Myron T. Steele, Thomas J. Stipanowich, Robert Anderson, James R. Griffin, Katherine Blair, Monica Shilling
The Journal of Business, Entrepreneurship & the Law
No abstract provided.
In Quest Of The Arbitration Trifecta, Or Closed Door Litigation?: The Delaware Arbitration Program , Thomas J. Stipanowich
In Quest Of The Arbitration Trifecta, Or Closed Door Litigation?: The Delaware Arbitration Program , Thomas J. Stipanowich
The Journal of Business, Entrepreneurship & the Law
The Delaware Arbitration Program established a procedure by which businesses can agree to have their disputes heard in an arbitration proceeding before a sitting judge of the state’s highly regarded Chancery Court. The Program arguably offers a veritable trifecta of procedural advantages for commercial parties, including expert adjudication, efficient case management and short cycle time and, above all, a proceeding cloaked in secrecy. It also may enhance the reputation of Delaware as the forum of choice for businesses. But the Program’s ambitious intermingling of public and private forums brings into play the longstanding tug-of-war between the traditional view of court …
Ceo & Employee Pay Discrepancy: How The Government's Policies Have Encouraged The Gap, David R. Meals
Ceo & Employee Pay Discrepancy: How The Government's Policies Have Encouraged The Gap, David R. Meals
The Journal of Business, Entrepreneurship & the Law
This paper examines the role of the U.S. Government in the CEO versus worker pay gap, both in contributing to its creation and the ability to reverse it. To better understand this issue, this paper includes a survey of current U.S. and foreign CEO compensation practices, a survey of theories proposed to explain the divergence between U.S. and foreign CEO compensation, a review of the social and business impact of excessive CEO compensation, and identifies socioeconomic theories regarding the excessive CEO pay trend. This is followed by a review of the history of attempted solutions along with newly enacted and …
No Power To Be Disloyal (Or, How Not To Write A Loyalty Opinion) , Val Ricks
No Power To Be Disloyal (Or, How Not To Write A Loyalty Opinion) , Val Ricks
The Journal of Business, Entrepreneurship & the Law
It is the thesis of this paper that no privilege to act disloyally exists: that a power to act never trumps the duty of loyalty. My method is to discuss three cases in which the privilege or power to act appears to receive judicial support. The paper shows why this strategy does not work. Such assertions have no support in logic (and usually not in law), provide a slippery slope at the bottom of which the duty of loyalty ceases to exist, often result in a decision being internally inconsistent, and fail to stand the test of time. I will …
Unfinished Business: Dodd-Frank's Whistleblower Anti-Retaliation Protections Fall Short For Private Companies And Their Employees, Chelsea Hunt Overhuls
Unfinished Business: Dodd-Frank's Whistleblower Anti-Retaliation Protections Fall Short For Private Companies And Their Employees, Chelsea Hunt Overhuls
The Journal of Business, Entrepreneurship & the Law
The Sarbanes-Oxley Act of 2002 (“SOX”) revolutionized the world of securities law whistleblowing. It encouraged employees to reveal corporate fraud by providing federal anti-retaliation protection to incentivize such reports. Securities law whistleblowing was transformed a second time in 2010 when Congress passed the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”). Under Dodd-Frank, employees that report information to the Securities and Exchange Commission (“SEC”) are not only provided federal anti-retaliation protections but also are eligible for a hefty bounty. Two major differences separate these statutes: (1) SOX is limited to employees of companies who are subject to the reporting …