Law Commons^™

Developments In Trademark And Unfair Competition Law: In The Courts, The Patent And Trademark Office And Before The Trademark And Appeal Board, 24 J. Marshall L. Rev. 1 (1990), Raymond I. Geraldson Jr., Mark V.B. Partridge, Joseph N. Welch

UIC Law Review

No abstract provided.

Delaware's Omnipotent Business Judgment Rule: Who Speaks For The Shareholders, Chris J. Pietrafitta

Villanova Law Review (1956 - )

No abstract provided.

The Revised Uniform Partnership Act Midstream: Major Policy Decisions, Donald J. Weidner

Scholarly Publications

No abstract provided.

Department Of Corporations, R. Ehrman

California Regulatory Law Reporter

No abstract provided.

Back To Open Season On American Product Ingenuity: Bonito Boats, Inc. V. Thunder Craft, Inc., 24 J. Marshall L. Rev. 209 (1990), Alex Devience Jr.

UIC Law Review

No abstract provided.

The European Economic Community: Challenge And Opportunity, 24 J. Marshall L. Rev. 145 (1990), Seymour Rothstein, David M. Rosenblatt

UIC Law Review

No abstract provided.

Paramount Communications, Inc. V. Time Inc.: Taking The Teeth Out Of Proportionality Review, Terry M. Hackett

Loyola University Chicago Law Journal

No abstract provided.

Why Not Good Faith?-The Foibles Of Fairness In Closely Held Corporations, Daniel S. Kleinberger

Faculty Scholarship

This essay describes the contours of the shareholder’s duty to be fair and explores some of the problems caused by the law’s imprecision in defining the duty of fairness. Because this duty is best understood as a rejection of old norms, part one of this essay describes the traditional doctrines of intra-corporate responsibility. Part two describes the special characteristics of a close corporation and outlines how those characteristics pushed close corporation law to new concepts of fairness and shareholder duties. Part three attempts to delineate those duties of fairness and also to highlight some of the dangers that arise when …

Exxon Collides With The "Valdez Principles", Jayne W. Barnard

Faculty Publications

No abstract provided.

Giving Voice To Shareholder Choice, Jayne W. Barnard

Faculty Publications

No abstract provided.

Towards A European Constitution Of The Firm: Problems And Perspectives, Thomas E. Abeltshauser

Michigan Journal of International Law

This article will discuss in particular the proposed EEC directive on the harmonization of corporate structures as well as the proposed regulation of the Societas Europea. Initially, these proposals were strongly oriented toward German law. As such, a corporation had to have a managing board as well as a so-called supervisory board and a general meeting of stockholders. Since the EEC Commission published the so-called "Green Paper," which contains a comparative analysis of national legal systems requirements for the structure of corporations and provisions for co-determination rights for employees at the board level, the new proposals concerning the constitution of …

The Corporate Personality In American Law: A Summary Review, Phillip Blumberg

Faculty Articles and Papers

No abstract provided.

Levit V. Ingersoll Rand Financial Corp.: The Demise Of Independent Preference Liability Under 550(A), 23 J. Marshall L. Rev. 501 (1990), Michael Keaton

UIC Law Review

No abstract provided.

Companies In The European Community: Are The Conflict-Of-Law Rules Ready For 1992?, Andreas Reindl

Michigan Journal of International Law

This article describes the current situation in the emerging integrated system of the European Community, focusing on the potential conflict between Community rules on the freedom of establishment and national conflict-of-law rules relating to companies. In the first part, I shall outline the relevant provisions of EC law and the two conflict-of-law concepts presently exhibited in the national laws of the Member States. In the second part, I shall discuss three cases in which the European Court of Justice recently addressed this subject. In the third part, I shall analyze the impact of the Court's opinions, and finally outline options …

Corporate Statutes—Which One Applies?, Mary Elizabeth Matthews

University of Arkansas at Little Rock Law Review

No abstract provided.

The Corporate Entity In An Era Of Multinational Corporations, Phillip Blumberg

Faculty Articles and Papers

No abstract provided.

Is The Imposition Of Fiduciary Responsibilities Running From Managers, Directors, And Majority Shareholders To Minority Shareholders Economically Efficient, Mark Blair Barta

Cleveland State Law Review

The following article will address the issue of the extent to which minority shareholders should be recognized to have a legal right which reflects the responsibilities of the management to the shareholders as a group. It will then address the issue of whether the imposition of "fiduciary duties" as traditionally defined furthers the goal of protecting minority shareholders. It concludes that while minority shareholders need more protection than the corporate structure (absent the imposition of extrinsic duties) can give them, the imposition of "fiduciary duties" is not a proper response. In order to explore these issues, the article will analyze …

Attitudes Toward Corporate Responsibility: A Psycholegal Perspective, Valerie P. Hans

Cornell Law Faculty Publications

One of the most striking phenomena in the contemporary legal world is the shift toward holding businesses and corporations responsible for harm. Legal theorists and historians maintain that today business corporations are expected to provide compensation for injuries that in earlier times would have been attributed to individuals or to fate. Furthermore, criminal charges against businesses and business executives are becoming commonplace.

Despite a good deal of legal scholarship on the shift toward holding businesses culpable for harms, psychologists have conducted little systematic research on public views of corporate responsibility. How do people conceptualize the civil liability or criminal responsibility …

Corporate Philanthropy And The Business Benefit: The Need For Clarity, Shelby D. Green

Elisabeth Haub School of Law Faculty Publications

The need for clarity or harmony is the subject of this essay. Part II summarizes a philosophical debate between two scholars on the mission of the corporation. Part III briefly traces the historical development of the relevant principles and Part IV examines the actual philanthropic practices of several large publicly held corporations. Finally, Part V considers the continuing significance of the common law rule in light of these practices and urges support for the ALI proposal.

The Illusion Of Fairness Through Special Committees In Management Buyouts, Shelby D. Green

Elisabeth Haub School of Law Faculty Publications

This essay will explore these deficiencies and argue for real, and not illusory, safeguards against directors' self-dealing in management buyouts. Part II provides an overview of corporation law regarding the decisionmaking authority of the board. Part III discusses self-dealing transactions as exceptions to the normal judicial deference accorded board decisions. Part IV discusses the flaws in the use of the special committee to address conflict of interest problems. Part V provides an analysis of the case introducing this essay and Part VI offers conclusions and suggestions for reform.

Opting Out Of Fiduciary Duties: A Response To The Anti-Contractarians, Henry N. Butler, Larry E. Ribstein

Washington Law Review

Professors Butler and Ribstein present an extensive analysis of opting out of fiduciary duties, based on the contractual theory of the corporation and a substantial body of economic literature, as well as a comprehensive response to prominent corporate law commentators who have argued that private ordering of corporate manager duties should be restricted by mandatory legal rules.

What Triggers Revlon?, Ronald J. Gilson, Reinier Kraakman

Faculty Scholarship

Delaware's new approach to takeover law is announced in three cases that address different aspects of management's role in the standard drama of defending against a hostile takeover. Unocal Corp. v. Mesa Petroleum Co. scripts a main act for the drama by prescribing a duty to compare the outsider's offer with the universe of other options and, if necessary, to resist the outsider within the guidelines fixed by the proportionality test. Moran v. Household International, Inc. writes a prologue by encouraging management to plan a vigorous defense that can thwart a coercive offer without damaging the company. Finally, Revlon …

Corporate Regulation And The Origins Of The Corporate Income Tax, Marjorie E. Kornhauser

Indiana Law Journal

No abstract provided.

Indeterminacy: The Final Ingredient In An Interest Group Analysis Of Corporate Law, Douglas M. Branson

Vanderbilt Law Review

Legal realists emphasized the contradictory norms of law. Contradictory norms permitted judges to reach conclusions about what basic equities and broadly accepted social interests required in particular cases. Judges then used whatever norm of law suited them to reason in support of their a priori conclusions about what these equities or broad social interests required.

Critical Legal Studies (CLS) has inherited and enhanced the legacy of questioning the value of legal rules. CLS thinkers maintain that law is indeterminate, drawing heavily upon linguists who have explored the indeterminacy of language.' CLS scholars go beyond realists, however,both in positing contradictory norms …

The European Economic Interest Group (Eeig): A New European Business Entity, Daniel T. Murphy

Vanderbilt Journal of Transnational Law

This Article analyzes the European Communities Regulation establishing the European Economic Interest Group (EEIG), a commercial entity whose purpose is to facilitate the economic interests of its members. Dean Murphy emphasizes that the Regulation establishes the EEIG as a Community-wide legal entity but leaves regulation of many aspects of the EEIG's status and operation to the laws of the Member States. The Regulation institutionalizes and encourages cross-border business cooperation while allowing flexibility. Dean Murphy analyzes the Regulation's provisions for formation, operation, and termination of the EEIG. He concludes that the EEIG will likely prove to be a convenient and popular …

Just Say No To Whom?, Ronald J. Gilson

Faculty Scholarship

"Just say no" is the current rallying cry of those seeking to give target management the unrestricted power to block hostile tender offers. Not surprisingly, the turn of phrase chosen by management leaves ambiguous the precise issue on which the debate should turn: To whom does management want the power to say no? As target management poses the issue, it wants to say no to a raider. The image is of stalwart management protecting shareholders against a marauding outsider. However, that image is seriously misleading. In fact, target management seeks the power to say no to its own shareholders.

The …

Changing Company Law? (Book Review), Caroline Bradley, Judith Freedman

Articles

No abstract provided.

Corporate Control: Markets And Rules, Caroline Bradley

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.

Book Review, Mark J. Loewenstein

Publications

No abstract provided.