Law Commons^™

The Corporate Social Responsibility Movement - The Latest In Maginot Lines To Save Capitalism, H J. Glasbeek

Dalhousie Law Journal

The modem corporation bad a battle to be accepted as a legitimate institution. In England it was initially seen as a device which might lead to the undermining of individual responsibility, in the United States as subjugating the individual and individualism to the needs of the organization, and in Canada as offending the dignity of labour and endangering the political entente. In 1932, Berle and Means showed that most of the wealth in the United States was in the hands of corporations and a large proportion of that corporate wealth was controlled by a relatively small number of dominant corporations. …

Creditors' Rights Against Participants In A Leveraged Buyout, Emily Sherwin

Cornell Law Faculty Publications

No abstract provided.

Hostile Corporate Takeovers: History And Overview (With D. Selmer), Philip N. Hablutzel

All Faculty Scholarship

No abstract provided.

The Eventual Clash Between Judicial And Legislative Notions Of Target Management Conduct, Lyman P.Q. Johnson

Scholarly Articles

No abstract provided.

An Analysis Of Plant Closing Law: How To Protect Workers From The Effects Of Cessation In Business While Preserving Employer Rights, 21 J. Marshall L. Rev. 565 (1988), Judith Gallo

UIC Law Review

No abstract provided.

Bench Memorandum, 21 J. Marshall L. Rev. 940 (1988), Mark A. Absher

UIC Law Review

No abstract provided.

Brief For Petitioner, 21 J. Marshall L. Rev. 955 (1988), L. Lee Byrd, Yvonne T. Griffin, G. Rodney Young

UIC Law Review

No abstract provided.

Brief For Respondent, 21 J. Marshall L. Rev. 983 (1988), Matthew W. Nakon, Laura J. Steffe, Steven R. Yoo

UIC Law Review

No abstract provided.

Finding The Lost Volume Seller: Two Independent Sales Deserve Two Profits Under Illinois Law, 22 J. Marshall L. Rev. 363 (1988), Jerald B. Holisky

UIC Law Review

No abstract provided.

The Bigness Mystique And The Merger Policy Debate: An International Perspective, Walter Adams, James W. Brock

Northwestern Journal of International Law & Business

The nouvelle vague among prominent U.S. public policy spokesmen is the facilitation of corporate mergers and acquisitions, the promotion of corporate bigness, and the emasculation of the anti-merger law. They claim that this kind of bold new departure is needed to enable firms in the United States to challenge large foreign rivals and regain global competitiveness. These pronunciamentos, and the Weltanschauung which they reflect, are hardly novel. In form and substance, they are an uncanny (and not very imaginative) reincarnation of the mindset that governed economic policy making in Europe in the 1950s and 1960s. Then, as now, bigness was …

That's No Beep, That's My Boss: Congress Seeks To Disconnect The Secrecy Of Telephone Monitoring In The Workplace, 21 J. Marshall L. Rev. 881 (1988), Connie Barba

UIC Law Review

No abstract provided.

Duldulao V. St. Mary Of Nazareth Hospital Center: Illinois Recognizes Handbook Exception To At Will Employment Relationship, 21 J. Marshall L. Rev. 657 (1988), Jill P. O'Brien

UIC Law Review

No abstract provided.

The S.E.C. And The Sale Of Control: Ambivalence, Vacillation Or Pusillanimity, David Cowan Bayne

Villanova Law Review (1956 - )

No abstract provided.

The Horizontal Merger Guidelines Of The Department Of Justice And The National Association Of Attorneys General Compared In The Context Of Recent Cases And Consent Decrees, John Cirace

Villanova Law Review (1956 - )

No abstract provided.

Stock Subscription Law For Practitioners, Richard O. Kummert

Washington Law Review

Law review analysis of stock subscription law—the law related to promises to pay to a corporation a stated sum for a specified number of unissued shares—has been noticeably lacking in recent years. I suspect the most prominent reasons for the void center on the feeling in the academic community that subscriptions are used infrequently and that in any event the law related to them is settled. The material that follows demonstrates that both these propositions are false: subscriptions appear to be used with some frequency in the formation of small corporations, and the law related to them remains complex and …

Corporate Takeovers: Who Wins; Who Loses; Who Should Regulate, John C. Coffee Jr., Joseph A. Grundfest, Roberta Romano, Murray L. Weidenbaum

Faculty Scholarship

On December 3, 1987, during its 11th Annual Policy Conference in Washington, DC, the American Enterprise Institute convened a panel discussion on "Corporate Takeovers and Insider Trading: Who Should Regulate?" The panelists were John C. Coffee, Jr., professor of law at Columbia University; Joseph A. Grundfest, commissioner at the Securities and Exchange Commission; Roberta Romano, professor of law at Yale Law School; and Murray L. Weidenbaum, Mallinckrodt Distinguished University Professor and director of the Center for the Study of American Business at Washington University. The panel was moderated by Christopher C. DeMuth, president of AEI. The following discussion is drawn …

The Role Of The Market Model In Corporate Law Analysis: A Comment On Weiss And White, Merritt B. Fox

Faculty Scholarship

In a recent article, Elliott Weiss and Lawrence J. White sought to establish that seven decisions of the Delaware courts concerning corporation law had little value in predicting the future conduct of courts and corporations under the Delaware Corporations Law. Weiss and White relied, in part, on a statistical analysis of changes in the prices of publicly traded shares in Delaware corporations to show that the seven studied decisions had no statistically significant market impact.

In this Comment, Professor Fox takes issue with the explanation Weiss and White give for their data. Although the absence of an observed market impact …

Corporate Loans To Directors And Officers -- Every Business Now A Bank?, Jayne W. Barnard

Faculty Publications

In most states, a corporation may loan money to an officer or director if the board of directors authorizes the loan and finds that it will "benefit" the corporation. According to Professor Jayne W. Barnard, however, this benefit requirement has proved to be an illusory standard. Barnard reviews existing law on the subject and surveys the executive lending practices of 152 publicly held corporations. She concludes that executive loan enabling statutes have failed to consider the risks involved in making such loans, such as illiquidity, inadequate collateralization, inclination to default, and volatility of the economy. As a result, current laws …

Executives Raiding The Corporate Cookie Jar, Jayne W. Barnard

Faculty Publications

No abstract provided.

State Takeover Legislation And The Commerce Clause: The Foreign Corporations Problem, Jed Rubenfeld

Cleveland State Law Review

How far may one state go in regulating another state's corporations? Traditionally, the answer to this question has been that a state may not regulate a foreign corporation's "internal" affairs., The incorporating state alone, it is said, may govern matters affecting the corporation, its stockholders and directors inter se. ... Whether viewed from the standpoint of the constitutional text, precedent, or policy, it cannot per se violate the Commerce Clause for a state to regulate the "internal affairs, "or in particular the shareholder voting rights, of a corporation that is nominally foreign, but that has its most substantial business and …

Post Smith V. Van Gorkom Director Liability Legislation With A Proactive Perspective, Lynn A. Howell

Cleveland State Law Review

The Van Gorkom decision was viewed by many as the catalyst which triggered the dramatic increases in the number of shareholder suits filed, director and officer (hereinafter D & 0) insurance policy cancellations, skyrocketing premiums, and the flight of the outside directors.' Devastating decisions like Van Gorkom could be prevented or at least be of a lesser magnitude if corporate counsel chose to use the proactive approach to corporate representation by employing the techniques of preventive law. The theory is similar to the time honored cliché "an ounce of prevention is worth a pound of cure." This Article will address …

Advising The Family Business Owner In Succession Planning: The Daughter Option, Debra G. Simms

Cleveland State Law Review

This article will explore the role of the family business in our economy, discuss the importance of its continuity, and suggest that women should be given a greater opportunity to succeed in their own family's business. The final section will analyze whether lawyers can respond to the changing values prompted by the women's movement and counsel clients to explore the possibility that their daughter may be the best successor to the family business.

Mergers And Acquisitions: The Quintessence Of Change, James C. Freund

Cleveland State Law Review

I wrote a book in the mid-'70's entitled ANATOMY OF A MERGER, a guide to handling negotiated acquisitions. Looking back from the vantage point of a decade later, I was struck by the tremendous changes that had taken place in terms of how acquisitions of public companies are accomplished. Today, the hostile takeover has so permeated the public company acquisition scene that it has entirely altered the way that lawyers and others who ply this trade accomplish their goals.

Stock Subscription Law For Practitioners, Richard O. Kummert

Washington Law Review

Law review analysis of stock subscription law—the law related to promises to pay to a corporation a stated sum for a specified number of unissued shares—has been noticeably lacking in recent years. I suspect the most prominent reasons for the void center on the feeling in the academic community that subscriptions are used infrequently and that in any event the law related to them is settled. The material that follows demonstrates that both these propositions are false: subscriptions appear to be used with some frequency in the formation of small corporations, and the law related to them remains complex and …

Department Of Corporations, K. Gleason Huss

California Regulatory Law Reporter

No abstract provided.

Insiders, Options And The Fiduciary Principle: A Rule 10b-5 Loophole, Eric B. Lesser

Fordham Urban Law Journal

This Note analyzes transactions involving the purchase and sale of option contracts by an insider possessing material nonpublic information to determine whether the insider violates section 10(b) or Rule 10(b)(5). This Note presents an overview of the framework of Rule 10(b)(5) and, in particular, its enforcement in insider trading cases, and then examines the differing views espoused by courts regarding the duty of disclosure. A general discussion of options and the options market is then provided. Finally, this Note illustrates the loophole by presenting a typical options scenario and then suggests applications of insider trading law the effectively closes the …

Securities Arbitration After Mcmahon, Constantine N. Katsoris

Fordham Urban Law Journal

In Shearson/American Express, Inc. v. McMahon, the Supreme Court decided that federal securities claims under the Securities Exchange Act of 1934 (1934 Act or Exchange Act) are arbitrable. Since McMahon, there has been a flurry of activity in, and focus upon, the general area of arbitration of public securities disputes. This activity has generated particular interest in such subjects as: arbitration forums; pre-trial procedures and discovery; remedies and relief; composition of panels; training, background and evaluation of arbitrators; and the rendering of written opinions. In discussing many of these areas, this Article will track the history of securities arbitration before …

Disbursement Of Insurance Money Covering An Insured's Legal Expenses As Incurred, Arthur P. Xanthos

Fordham Urban Law Journal

In the Southern District of New York, Pepsico, Inc. v. Continental Casualty Co. held that the D & O insurance carrier was obligated to pay the insured's costs as they accrue, subject to reimbursement should adjudication show that there were no grounds for coverage. This Note proposes that the Pepsico rule favoring the insured is the more judicious view regarding interim payments. This Note discusses the differing interpretations of D & O policy defense cost clauses, and then analyzes the Pepsico rule from the standpoints of reasonable expectations, contract interpretation and unconscionability. After comparing D & O insurance with standard …

Curbing Management Conflicts Of Interest -- The Search For An Effective Deterrent, Jayne W. Barnard

Faculty Publications

No abstract provided.

Should General Utilities Be Reinstated To Provide Partial Integration Of Corporate And Personal Income—Is Half A Loaf Better Than None?, Douglas A. Kahn

Articles

The General Utilities doctrine is the name given to the now largely defunct tax rule that a corporation does not recognize a gain or a loss on making a liquidating or nonliquidating distribution of an appreciated or depreciated asset to its shareholders. The roots of the doctrine, can be traced to a regulation promulgated in 1919 that denied realization of gain or loss to a corporation when making a liquidating distribution of an asset in kind. No regulatory provision existed which specified the extent to which realization would or would not be triggered by a nonliquidating distribution such as a …