Law Commons^™

Adverse Domination, Statutes Of Limitations And The In Pari Delicto Defense - Application In Cases Involving Claims Of Accounting Malpractice And Corporate Fraud, Laurence A. Steckman Esq., Adam J. Rader Esq.

Touro Law Review

No abstract provided.

Rico Extraterritoriality, Rjr Nabisco And Shareholder Residence – A Key Consideration In Determining Rico Domestic Injury, Laurence A. Steckman, Esq., Adam J. Rader, Esq.

Touro Law Review

No abstract provided.

De Facto Shareholder Primacy, Jeff Schwartz

Maryland Law Review

No abstract provided.

On The Origins Of The Modern Corporation And Private Property, Bernard C. Beaudreau

Seattle University Law Review

The Modern Corporation and Private Property (MCPP) by Adolf A. Berle Jr. and Gardiner Means, published in 1932, is undisputedly the most influential work ever written in the field of corporate governance. In a nutshell, Berle and Means argued that corporate control had been usurped by a new class of managers, the result of which included (1) shareholder loss of control (a basic property right), (2) questionable corporate objectives and behavior, and (3) the potential breakdown of the market mechanism. In this paper, I examine the origins of MCPP, paying particular attention to the authors’ underlying motives. I argue that …

The Modern Corporation And Private Property Revisited: Gardiner Means And The Administered Price, William W. Bratton

Seattle University Law Review

This essay casts additional light on The Modern Corporation’s corporatist precincts, shifting attention to the book’s junior coauthor, Gardiner C. Means. Means is accurately remembered as the generator of Book I’s statistical showings—the description of deepening corporate concentration and widening separation of ownership and control. He is otherwise more notable for his absence than his presence in today’s discussions of The Modern Corporation. This essay fills this gap, describing the junior coauthor’s central concern—a theory of administered prices set out in a Ph.D. dissertation Means submitted to the Harvard economics department after the book’s publication.

Collected Lectures And Talks On Corporate Law, Legal Theory, History, Finance, And Governance, William W. Bratton

Seattle University Law Review

A collection of eighteen speeches and lectures, from 2003 to 2018, discussing and expanding on the writings and theories of Adolf Berle and Gardiner Means.

Berle And Means’S The Modern Corporation And Private Property: The Military Roots Of A Stakeholder Model Of Corporate Governance, Andrew Smith, Kevin D. Tennent, Jason Russell

Seattle University Law Review

The Modern Corporation and Private Property by Adolf Berle and Gardiner Means (1932) remains one of the most cited works in management studies. Our paper shows that Berle and Means espoused a stakeholder theory of corporate governance that challenged the then-hegemonic idea that the sole purpose of a corporation is to create value for the shareholders. We argue that Berle and Means’s support for stakeholder theory can be associated with their earlier service in the U.S. military, an organization which then inculcated an ethos of public service in its members. Our paper, which is based on archival research in the …

Caremark's Hidden Promise, Ezra Wasserman Mitchell

Loyola of Los Angeles Law Review

In re Caremark, decided in 1996, established for the first time a director’s duty to monitor under Delaware law. A significant amount of jurisprudence and commentary has developed. Almost all of this literature parses the language of the case and those following, and disregards the underlying claims for damages. As a result of this linguistic focus, many have concluded that the duty to monitor largely is toothless and, importantly, deals only with claims of failure to monitor legal risk. A duty to monitor business risk has been disavowed.

Following the money reveals a different story. Classifying the cases according to …

Guardians Of The Galaxy: How Shareholder Lawyers Won Big For Their Clients And Vindicated The Integrity Of Our Economy, Daniel J. Morrissey

Loyola of Los Angeles Law Review

Securities class actions are the most economically significant form of litigation. Highly skilled lawyers expend huge sums and relentless efforts in these matters but because of the costs involved and the potential for enormous liability very few of them ever make it to trial. This Article is the story of one that did, a mammoth fraud where a jury returned a $1.5 billion verdict that, with interest, increased to almost $2.5 billion by the time the case reached the appellate court.

There the Court upheld the shareholders’ theory that their damages could be measured by the excessive amounts they had …

Commitment And Entrenchment In Corporate Governance, K.J. Martijn Cremers, Saura Masconale, Simone M. Sepe

Northwestern University Law Review

Over the past twenty years, a growing number of empirical studies have provided evidence that governance arrangements protecting incumbents from removal promote managerial entrenchment, reducing firm value. As a result of these studies, “good” corporate governance is widely understood today as being about stronger shareholder rights.

This Article rebuts this view, presenting new empirical evidence that challenges the results of prior studies and developing a novel theoretical account of what really matters in corporate governance. Employing a unique dataset that spans from 1978 to 2008, we document that protective arrangements that require shareholder approval—such as staggered boards and supermajority requirements …

A Corporation's Securities Litigation Gambit: Fee-Shifting Provisions That Defend Against Fraud-On-The-Market, Steven W. Lippman

University of Richmond Law Review

Part I discusses the current landscape of securities class action litigation. It explains how and why the suits are initiated and dis­ cusses the outcome of Halliburton Co. v. Erica P. John Fund, Inc. (HalliburtonII).19 PartII discusses the framework for the proposi­tion of this comment. It provides a brief history of significant cas­ es and incorporates several recent cases that have opened the door to the possibility of implementing fee-shifting clauses. It concludes with a comparison to other contractual provisions cur­ rently being implemented by corporations and also analyzes fee­ shifting provisions under federal preemption. Part III explains why implementing …

Unilateral Forum Selection Clauses In Corporate Bylaws: A Synopsis Of The Debate, Bryce Cullinane

The Journal of Business, Entrepreneurship & the Law

No abstract provided.

Shareholder Voting As Veto, Michael S. Kang

Indiana Law Journal

No abstract provided.

Revising Federal Securityholder Communication Rules To Respond To Pension Funds' Increasing Market Presence, Kenneth R. Lehman

Pepperdine Law Review

No abstract provided.

Interpreting Nonshareholder Constituency Statutes, Stephen M. Bainbridge

Pepperdine Law Review

No abstract provided.

Regulatory Conflicts: International Tender And Exchange Offers In The 1990s, John C. Maguire

Pepperdine Law Review

No abstract provided.

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

Pepperdine Law Review

No abstract provided.

Striking The Wrong Balance: Constituency Statutes And Corporate Governance , Edward D. Rogers

Pepperdine Law Review

No abstract provided.

How Long Can This Go On? The Controversy Over The Application Of The Statute Of Limitations To S Corporations And Their Shareholders, J. Marcus Sommers

Pepperdine Law Review

No abstract provided.

Valuing Derivative Suits In Mergers Of Food And Natural Resource Corporations Through Analyzing The Massey And Alpha Natural Resources Merger: Methods Of Ensuring Corporate Accountability And Maximizing Shareholder Value, Robert Proudfoot

Kentucky Journal of Equine, Agriculture, & Natural Resources Law

No abstract provided.

Securities-Stocklist Authorizations-Solicitation Of Stocklist Authorizations Is Within The Proxy Regulations Of The Securities Exchange Act-Studebaker--Corp. V. Gittlin, Michigan Law Review

Michigan Law Review

Gittlin, a shareholder of the Studebaker Corporation, planned to solicit proxies for the election of directors in opposition to the existing management. As an initial step in the implementation of this plan, he sought to obtain a stockholder's list and accordingly initiated proceedings in a New York court under section 1315(a) of the New York Business Corporation Law which grants a right of access to a shareholder who has obtained authorizations in writing from the holders of at least five per cent of the outstanding shares of the corporation. In order to meet the five per cent requirement, Gittlin had …

Stock Received In Lieu Of Salary By Stockholder-Employees Whose Proportionate Interest Remains Unchanged Is Taxable Income--Commissioner V. Fender Sales, Inc., Michigan Law Review

Michigan Law Review

Transactions involving forgiveness by stockholder-employees of corporate indebtedness are shrouded in legal uncertainty. The conflicting positions espoused by the Commissioner, the Tax Court, and the circuit court in the principal case focus attention on a few salient problems. The Commissioner, in arguing that the receipt of stock by the individual taxpayers constituted taxable income, considered the individuals solely as employees, believing it immaterial that they were also stockholders. Thus, he reasoned that when they, as employees, received stock in payment of their accrued salaries, they realized income. In contrast, the Tax Court viewed the individual taxpayers as stockholders who had …

Antitrust Laws- Judicial Relief For Violations Of Section Seven Of The Clayton Act - Disenfranchisement In United States V. E. I. Du Pont De Nemours & Co., Barbara B. Burt S. Ed.

Michigan Law Review

This comment will approach section 7 relief questions and solutions primarily in the light of du Pont's unique facts, which included a vertical stock acquisition made thirty years before the judicial proceeding plus the complicating factors of vast financial interests, numerous innocent investors and several corporate interrelationships. Thereby were posed complex problems regarding (1) parties to the relief determination, (2) interests to be affected by the decree and (3) the manner of affecting those interests.

Corporations - Amendment Of Articles Of Incorporation - Power Of Majority To Require Holders Of Redeemable Preferred Stock To Accept Bonds Instead Of Money In Redemption, Clayton R. Smalley

Michigan Law Review

Plaintiffs owned 6 percent cumulative convertible prior preferred stock in defendant corporation. The stock had a stated value of $100 per share, and was redeemable at the option of the corporation at $115 per share plus accumulated dividends. By vote of more than two-thirds of the outstanding shares of each class of stock issued, defendant's articles of incorporation were amended to authorize its board of directors to redeem the prior stock at $120 per share, payable in the company's 5 percent 30-year debentures. Interest on the debentures was to be cumulative, paid out of earnings, and subordinated to the other …

Federal Taxation - Tax Aspects Of Corporate Buy And Sell Agreement, Joel D. Tauber S.Ed.

Michigan Law Review

It is the purpose of this comment to consider the tax problems connected with both types of "conventional" corporate buy and sell agreements. It should be recognized, however, that there are many questions of local law and business necessity that also exert influence on the use of such agreements.

Corporations - Sale Of Assets As A Means Of Avoiding State Constitutional Limitation On Corporate Life, Judson M. Werbelow

Michigan Law Review

Defendant, a Michigan corporation, was incorporated in 1923 for a term of thirty years, the maximum term permitted by the Michigan constitution. Shortly before this thirty-year term was to expire, majority and minority stockholders engaged in unsuccessful negotiations, each group attempting to purchase the other's interest in the corporation. A special stockholders' meeting was then called to consider a proposed renewal of the corporate term. This proposal failed to gamer the vote of two-thirds of the outstanding shares which was required for approval. The attorneys representing the majority shareholders proceeded to organize a dummy corporation, which in tum offered the …

Corporations - Shareholders - Right To Bring Derivative Action For Treble Damages Under Antitrust Laws, William K. Davenport S.Ed.

Michigan Law Review

Plaintiff, owner of 50 percent of the stock in a theater corporation, brought a derivative action in federal court for treble damages for loss of profits allegedly suffered from defendant's violation of the antitrust laws. The district court sustained defendant's motion to dismiss. On appeal to the court of appeals, held, reversed and remanded. Under the new federal rules, a stockholder may bring a derivative action for treble damages under the antitrust laws. Fanchon & Marco, Inc. v. Paramount Pictures, Inc., (2d Cir. 1953) 202 F. (2d) 731.