Law Commons^™

Corporate Takeovers And Corporate Law: Who's In Control?, Lyman P.Q. Johnson, David K. Millon

Lyman P. Q. Johnson

No abstract provided.

Corporate Takeovers And Corporate Law: Who's In Control?, Lyman P.Q. Johnson, David K. Millon

David K. Millon

No abstract provided.

Corporate Governance: Some Unasked Questions A Personal Commentary, Henry Lesser

Pepperdine Law Review

No abstract provided.

The Corporate Opportunity Doctrine-Recent Cases And The Elusive Goal Of Clarity, Harvey Gelb

University of Richmond Law Review

Diane, a director and public relations executive of a corporation called Discount Department Stores Inc., ("DDS"), which owns fifteen department stores, was having lunch in a restaurant located next to the DDS headquarters building. She was approached by Alice, a real estate agent, who had met Diane sometime ago at a soccer game involving their children. Alice asked Diane if she could join her for lunch, indicating that she had a business matter she wished to discuss. Alice told Diane that she was the selling agent for the owner of a large piece of real estate with an asking price …

How To Negotiate A Sales Contract, James J. White

Articles

A. Introduction 1. In my experience, lawyers begin negotiating only after the business people have decided upon the description and quality of the product, the time of delivery, and the mode and amount of payment. The lawyers are left with the pathological problems - who gets what in case of trouble. 2. Most of those pathological problems relate to the seller's responsibility if the product does not conform to the contract or otherwise fails to please the buyer. These failures can cause economic loss to the buyer, economic loss to a remote purchaser, or personal injury or property damage to …

The Sec And The Future Of Corporate Governance, Mark J. Loewenstein

Publications

No abstract provided.

Corporate Takeovers And Corporate Law: Who's In Control?, Lyman P.Q. Johnson, David K. Millon

Scholarly Articles

No abstract provided.

It Does The Crime But Not The Time: Corporate Criminal Liability In Federal Law, Michael E. Tigar

Faculty Scholarship

No abstract provided.

Federal Chartering Revisited, Donald E. Schwartz

University of Michigan Journal of Law Reform

The protections that corporation law provided to shareholders and to our economic community against the excesses and complacency of corporate directors and managers have undergone a general weakening. Although it is uncertain whether the ALI can accomplish effective and meaningful reforms, this effort may be the most important attempt by the corporate community to reform itself.

How Should We Talk About Corporations? The Languages Of Economics And Of Citizenship, James Boyd White

Articles

My immediate subject in this Comment is section 2.01 of the American Law Institute's proposed Principles of Corporate Governance (Tentative Draft No. 2), which defines in general terms the proper objectives and conduct of a business corporation. My larger subject has to do with the adequacy and inadequacy of various languages in which corporate pur­poses and limits might be expressed, and especially with the limits of the economic language used in the ALI Draft.

A Symposium On The Ali Corporate Governance Project, James S. Mofsky, Robert D. Rubin

University of Miami Law Review

No abstract provided.

Corporate Governance Eludes The Legal Mind, Kenneth R. Andrews

University of Miami Law Review

Professor Andrews argues that the American Law Institute's Principles of Corporate Governance and Structure: Restatement and Recommendations fails to consider the recent evolution of the large publicly held corporation and the relationship among shareholders, the board, and management. He suggests that the legal and management communities work together to solve the problems in corporate governance.

The Role Of The Board Of Directors: The Ali And Its Critics, Victor Brudney

University of Miami Law Review

No abstract provided.

Corporate Governance: A Director's View, Bryan F. Smith

University of Miami Law Review

The Draft Restatement prescribes the composition and activities of boards of directors. Based on his experience as a member of several corporate boards, the author is convinced that these requirements would have a harmful impact on corporate governance.

The Draft Restatement impedes directors' responses to the corporation's needs by stipulating the number and role of independent directors and mandating monitoring activities, by requiring a "rational basis" for business judgments, and by relaxing procedural barriers to derivative suits. These formal requirements emphasize restraint at the expense of effective governance. The board of directors should remain free to meet the changing demands …

The American Law Institute's Draft Restatement On Corporate Governance: The Business Judgment Rule, Related Principles, And Some General Observations, Marc I. Steinberg

University of Miami Law Review

No abstract provided.

Panel Discussion

University of Miami Law Review

No abstract provided.

The Modernization Of Corporate Law: An Essay For Bill Cary, Melvin Aron Eisenberg

University of Miami Law Review

The business reality to which corporate law relates is constantly evolving. The author argues that in many critical areas, corporate statutory law has failed to evolve alongside that business reality, with the result that much of the statutory law is obsolescent and in need of modernization. After discussing some of the institutional reasons for this statutory obsolescence, he illustrates the problem by discussing the areas of corporate combinations, shareholders' informational rights, corporate distributions, and corporate structure, and describes how a few statutes have managed to deal with the underlying issues in these areas in a realistic manner. He concludes by …

Protections For Corporate Shareholders: Are Major Revisions Needed?, David S. Ruder

University of Miami Law Review

No abstract provided.