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Full-Text Articles in Law
Contractarian Theory And Unilateral Bylaw Amendments, Albert H. Choi, Geeyoung Min
Contractarian Theory And Unilateral Bylaw Amendments, Albert H. Choi, Geeyoung Min
Ira M. Millstein Center for Global Markets and Corporate Ownership
Corporate directors have been utilizing a potent mechanism in dealing with shareholder activism and shareholder litigation: the right to unilaterally amend corporate bylaws. Directors have exercised this right, for instance, to impose various requirements on who can nominate a director or call a special shareholder meeting, or to designate an exclusive forum where the shareholders can bring suit. Based on the theory that corporate charters and bylaws constitute a “contract” between the shareholders and the corporation, courts have blessed many of the bylaws that directors have unilaterally adopted. This Article examines the contractarian theory by drawing a parallel between amending …
Guilty Knowledge, Daniel S. Kleinberger
Guilty Knowledge, Daniel S. Kleinberger
Faculty Scholarship
Agency law's attribution rules impose most of the risk of agent misconduct on the party who selects the agent and benefits from the agent's endeavors, i.e., the principal. The rules thus help establish and maintain a proper balance of risk between principals and third parties. Unfortunately, a recent unpublished decision of the Minnesota Court of Appeals, Engen v. Mitch's Bar & Grill, threatens to upset that balance and release principals from responsibility for an important type of information possessed by their agents. Engen is dangerous, despite its unpublished status. This Case Note seeks to eliminate any influence the case might …
Agency And Insurance: Should The Defense Of Fraud By Its Own Agent Be Available To An Insurance Company Issuing Automobile Insurance?, J. Dennis Hynes
Agency And Insurance: Should The Defense Of Fraud By Its Own Agent Be Available To An Insurance Company Issuing Automobile Insurance?, J. Dennis Hynes
Publications
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