Law Commons^™

The Debate Over The Adequacy Of The United States Approach To Acid Deposition: The Electric Utility Industry Perspective, Michael L. Teague, Maida O. Lerner, Mel S. Schulze, Norman W. Fichthorn

West Virginia Law Review

Following some introductory remarks, this paper analyzes the issues of the acid deposition debate in two parts. First, it provides the electric utility industry perspective on the adequacy of the United States' current approach to air quality regulation. Second, it analyzes the recent litigation brought by the environmentalists in an effort to explain why their litigation strategy has been unsuccessful. Concern about the effect of the air pollution attendant with the industrial development of the United States has spawned massive efforts by the public and private sectors to establish and comply with requirements for environmental protection. Even though these efforts …

Petitions For Modification Of Msha Safety Standards: Process, Problems And A Proposal For Reform, Timothy M. Biddle, Thomas C. Means, Susan E. Chetlin

West Virginia Law Review

No abstract provided.

Reverse Piercing The Corporate Veil: Should Corporation Owners Have It Both Ways?, Michael J. Gaertner

William & Mary Law Review

No abstract provided.

Corporate Risk Management And Risk Communication In The European Community And The United States, Michael S. Baram

Faculty Scholarship

The responsibility of private firms to communicate hazard and risk information to government officials and persons at risk has emerged as one of the central features of corporate risk management in the European Community ("E.C.") and the United States ("U.S."). This function is commonly described as "risk communication."' In both the E.C. and the U.S., new legal requirements and public attitudes now promote corporate disclosure of hazard and risk information on an unprecedented scale.

Corporate risk management is a vast, complex field of activity that is largely unaddressed by commentators and unknown to the general public in both industrial societies. …

Iii. Corporate & Securities Law

Washington and Lee Law Review

No abstract provided.

Iv. Franchise Law

Washington and Lee Law Review

No abstract provided.

Missing The Point About State Takeover Statutes, Lyman Johnson, David Millon

Michigan Law Review

In a recent article in this journal, Professor Richard Booth offers an extended appraisal of state legislation regulating hostile corporate takeovers. We think Booth's article requires comment for two reasons. The first reason is perhaps more obvious, though less interesting from our point of view. To be blunt, "unfairness" to shareholders due to coercion arising out of two-tier or partial offers simply does not occur with enough frequency to warrant a sixty-seven-page article in a major law review. According to recent congressional testimony by SEC Commissioner Cox, from 1982 to 1986 the number of two-tier offers declined from 18% of …

New Life For The Agency Theory: Commissioner V. Bollinger, 108 S. Ct. 1173 (1988), Linda J. Griffiths

Florida State University Law Review

No abstract provided.

Misreading The Williams Act, Lyman P.Q. Johnson, David K. Millon

Scholarly Articles

No abstract provided.

Missing The Point About State Takeover Statutes, Lyman P.Q. Johnson, David K. Millon

Scholarly Articles

No abstract provided.

Trademark Licensing Of Names, Insignia, Characters And Designs: The Current Status Of The Boston Pro Hockey Per Se Infringement Rule, 22 J. Marshall L. Rev. 567 (1989), John J. Voortman

UIC Law Review

No abstract provided.

An American Perspective On The European Commission's "Amended Proposal For A Council Regulation On The Control Of Concentrations Between Undertakings" And Its Impact On Hostile Tender Offers, Jeffrey P. Greenbaum

Penn State International Law Review (1982 - 2011)

The Amended Proposal for a Council Regulation on the Control of Concentrations Between Undertakings is a European measure in preparation for the unified internal market in 1992. The aim of the proposal is to regulate corporate reorganizations, mergers, and acquisitions resulting from the additional competition likely to emerge from the unified market. This article provides a thorough analysis of the Proposal's intended application in comparison to the American Hart-Scott-Rodino Antitrust Improvements Act and its potential effectiveness and shortcomings.

Towards The Harmonization Of Ec-Member States' Regulations On Takeover Bids: The Proposal For A Thirteenth Council Directive On Company Law, Nathalie Basaldua

Northwestern Journal of International Law & Business

In its White Paper Program advocating the removal of all remaining internal barriers in the Common Market by 1992, the Commission for the European Communities ("Commission") expressed a need for harmonizing the laws of the Member States on takeover bids and announced that it would be bringing forward a proposal for a directive on this subject. Urged by the European Parliament and after consultations with experts from Member States and interest groups, the Commission adopted the Proposal for a Thirteenth Council Directive on Company Law concerning takeover and other general bids (the "Proposal" or "proposed Directive"). Before this text enters …

Ec Merger Control In The 1990s: An Overview Of The Draft Regulation, Frank L. Fine

Northwestern Journal of International Law & Business

The wave of mergers and acquisitions experienced during the last several years in the United States is now on its way to Europe. The Commission of the European Communities ('Commission') recently reported that cross-border mergers and stock purchases of majority shareholdings in the European Community ('EC' or 'Community') have surged from 29 in 1983-1984 to 52 in 1985-1986. Acquisitions by non-EC companies, particularly United States and Japanese firms, are also likely to increase dramatically. The Community has become a field ripe for merger activity largely because both European and non-European companies are keen to position themselves in anticipation of '1992,' …

Problem Of Mergers, H.W. De Jong

Northwestern Journal of International Law & Business

Mergers and takeovers are again the order of the day. In North America, Europe, Australia, Africa and East Asia, firms try to combine, to take over, and to cooperate in joint-ventures. The combination phenomenon has risen spectacularly during the past few years. The European Community Competition Policy Reports also document an appreciable rise in acquisitions of minority holdings and in joint ventures, both of which have more than doubled during the past six years. This evidence, which could easily be multiplied, points towards one general characteristic of the merger and takeover phenomenon: mergers, takeovers and other combinations occur in waves, …

Japan And The Bigness Mystique, Gary R. Saxonhouse

Northwestern Journal of International Law & Business

Walter Adams and James Brock are correct. There is little overseas evidence to support the proposition that there is a close link between international competitiveness and firm size. As Adams and Brock point out, the Japanese experience, in particular, highlights the absence of any intimate connection between these variables. The distinctive vitality of Japan's small-scale sector is a very old story. Whether it is the last decades of the Tokugawa period (1600-1868), the Meiji period (1868-1912), the Taisho period (1912-1926), or the Showa (1926-1989) period, commentators have invariably noted the surprising persistence of Japan's smaller-scale enterprises. Where once they were …

Joint Venture Law In The Soviet Union: The 1920s And The 1980s, Adam J. Albin

Northwestern Journal of International Law & Business

Soviet law has only permitted the establishment of joint ventures within the Union of Soviet Socialist Republics (USSR) during two separate periods. Similar political and economic considerations were major catalysts for the enactment of both joint venture laws, as well as for the similar themes running through them, though the periods are separated by approximately sixty-five years. Examination of both situations, instead of merely the present one, not only will provide a broader perspective of how the Soviets view joint ventures themselves, but will illustrate how Soviet legislation itself has evolved in considering free-market economic principles.

Symposium: Maryland's Director And Officer Liability Statute Of 1988 — Introduction To A Symposium, Arnold Rochvarg

University of Baltimore Law Review

No abstract provided.

Symposium: Two Cheers For The Maryland Director And Officer Liability Statute, Mark A. Sargent

University of Baltimore Law Review

No abstract provided.

Symposium: Consent, Exit, And The Contract Model Of The Corporation — A Commentary On Maryland's New Director And Officer Liability Limiting And Indemnification Legislation, Dennis R. Honabach

University of Baltimore Law Review

No abstract provided.

Symposium: Free At Last? The Contractual Theory Of The Corporation And The New Maryland Officer-Director Liability Provisions, Henry N. Butler, Larry E. Ribstein

University of Baltimore Law Review

No abstract provided.

Comment: Nonprofit Corporations And Maryland's Director And Officer Liability Statute: A Study Of The Mechanics Of Maryland's Statutory Corporate Law, Stewart P. Hoover

University of Baltimore Law Review

No abstract provided.

The Type D Reorganization After 1986: A Case For Repeal, Kelley Walsh White

Loyola University Chicago Law Journal

No abstract provided.

Department Of Corporations, L. Lory

California Regulatory Law Reporter

No abstract provided.

Proxy Regulation In Search Of A Purpose, George W. Dent

Faculty Publications

Changing conditions often force us to rethink the role of a law. Professor Ryan's scholarly article, Rule 14a-8, Institutional Shareholder Proposals, and Corporate Democracy,underscores this need. His article is useful for both its successes and its failures. Its principal failure is its inability to identify a general justification for the rule. This is helpful; the failure of an intelligent and deter- mined advocate to find a persuasive defense of the rule confirms that no defense is possible. The article succeeds principally in showing how institutional investors have recently used the rule in ways that put the rule in a new …

Toward Unifying Ownership And Control In The Public Corporation, George W. Dent

Faculty Publications

In 1932, Adolf Berle and Gardiner Means published the seminal book, The Modern Corporation and Private Property. This work set forth the thesis that corporate law's central dilemma has been the separation of ownership and control in publicly held corporations. Over the years, the Berle-Means thesis has been tossed aside by critics who argue that economic forces compel managers to act as if the shareholders were in control and by those who welcome the idea that managers are able to exercise their more enlightened business acumen. On the other hand, those who share concerns over the separation of ownership and …

Pennsylvania Says, Not In My House, Paul D. Weller

Villanova Law Review (1956 - )

No abstract provided.

Preventing Partnership Freeze-Outs, Franklin A. Gevurtz

McGeorge School of Law Scholarly Articles

No abstract provided.

Coming Of Age In A Corporate Law Firm: The Economics Of Associate Career Patterns, Ronald J. Gilson, Robert H. Mnookin

Faculty Scholarship

The traditional American corporate law firm, long an oasis of organizational stability, in recent years has been the subject of dramatic change. The manner in which firms divide profits, perhaps the most revealing aspect of law firm organization because it displays the balance the firm has selected between risk-sharing and incentives, has changed in a critical way. From a long standing reliance on seniority that emphasizes risk-sharing, profit division is shifting to a system based on the productivity of individual partners that emphasizes incentives. With what seems to be only a short time lag from the change in how profits …

Delaware's Intermediate Standard For Defensive Tactics: Is There Substance To Proportionality Review?, Ronald J. Gilson, Reinier Kraakman

Faculty Scholarship

The courts have long struggled with a standard for reviewing management's efforts to deter or defeat hostile takeovers. The usual standards of review in corporate law, the business judgment rule and the intrinsic fairness test, do not seem adequate when courts must evaluate defensive measures that implicate both management's business acumen and its loyalty to shareholder interests. Because evaluating a sale of the company is a complex business decision, management's response to a takeover bid resembles the normal business decisions that the business judgment rule largely insulates from judicial review.At the same time, however, a hostile takeover creates a potential …