Open Access. Powered by Scholars. Published by Universities.®
- Institution
- Keyword
-
- Mergers (2)
- Tender offer (2)
- Accounting (1)
- Acquisitions (1)
- Assets (1)
-
- Attorneys (1)
- Business organizations (1)
- Client representation (1)
- Columbia Law Review (1)
- Commerce (1)
- Consolidated statements (1)
- Corporate acquisition (1)
- Corporate control (1)
- Corporate governance (1)
- Corporate law (1)
- Corporate management (1)
- Corporate statute (1)
- Corporations (1)
- Distributions (1)
- Duty of care (1)
- Duty of loyalty (1)
- Equity insolvency (1)
- Equity method (1)
- Federal courts (1)
- Federal securities law (1)
- Fiduciary resposibility (1)
- Hostile takeover (1)
- Investments (1)
- Judicial review (1)
- Jurisdiction (1)
Articles 1 - 12 of 12
Full-Text Articles in Law
A Delicate Assignment: The Regulation Of Accountants By The Sec, Roberta S. Karmel
A Delicate Assignment: The Regulation Of Accountants By The Sec, Roberta S. Karmel
Faculty Scholarship
No abstract provided.
Edgar V. Mite Corp., Lewis F. Powell Jr.
Edgar V. Mite Corp., Lewis F. Powell Jr.
Supreme Court Case Files
No abstract provided.
Franchise Regulation: Comprehensive State Regulation Now Unnecessary, Robert C. Downs
Franchise Regulation: Comprehensive State Regulation Now Unnecessary, Robert C. Downs
Faculty Works
Since 1970, there has been an epidemic of state regulatory activity concerning the sale of franchises and business opportunities. In addition to those states which actually have adopted franchise regulation statutes, several state legislatures currently are considering pending legislation. Undoubtedly, other states, including Missouri, soon will have the opportunity to protect their unsuspecting citizens from the risks believed to be inherent in the franchising industry.
Nor has the franchising business gone unnoticed by the federal government. On December 21, 1978, the Federal Trade Commission (FTC) published its rule 436, entitled "Disclosure Requirements and Prohibitions Concerning Franchising and Business Opportunity Ventures." …
Non-Negotiable Certificates Of Deposit: An Article 9 Problem, Steven L. Harris
Non-Negotiable Certificates Of Deposit: An Article 9 Problem, Steven L. Harris
All Faculty Scholarship
No abstract provided.
Equity Insolvency And The New Model Business Corporation Act, Daniel T. Murphy
Equity Insolvency And The New Model Business Corporation Act, Daniel T. Murphy
Law Faculty Publications
By eliminating earned and capital surplus, the new Model Business Corporation Act may be perceived as providing directors with some additional flexibility regarding distributions to shareholders. As a practical matter however, the statute does not dramatically enlarge the ambit of their discretion. Directors have always had the flexibility to make distributions from both earned or capital surplus. The distributions are still tempered, as they were under the old statute, by the notion of equity solvency. On the other hand, the Comment to new section 45 provides the board of directors with substantial guidance of the proper methodology to use in …
A Structural Approach To Corporations: The Case Against Defensive Tactics In Tender Offers, Ronald J. Gilson
A Structural Approach To Corporations: The Case Against Defensive Tactics In Tender Offers, Ronald J. Gilson
Faculty Scholarship
Tender offers present an obvious and inherent conflict of interest between management and shareholders. On the one hand, an offer provides shareholders with the opportunity to sell their shares for a substantial premium over market price. On the other hand, the tender offer is the principal mechanism by which management can be forcibly unseated from control. It should thus come as no surprise that management often resists outsiders' efforts to direct tender offers at its shareholders. The form of that resistance, however, is somewhat surprising. Because the tender offer is the only form of corporate acquisition addressed directly to the …
Tender Offers And The Sale Of Control: An Analogue To Determine The Validity Of Target Management Defense Measures, Stuart R. Cohn
Tender Offers And The Sale Of Control: An Analogue To Determine The Validity Of Target Management Defense Measures, Stuart R. Cohn
UF Law Faculty Publications
The hostile tender offer phenomenon has spawned wholesale defensive measures adopted by target company management. In recent years, confrontations like those of Occidental Petroleum-Mead Corporation and American Express-McGraw-Hill have resulted in target management causing the eventual withdrawal of the tender offer by employing a variety of defensive measures known colloquially as “scorched earth” tactics. The “urge to merge” among major corporations will continue to produce unsolicited, nonnegotiated tender offers at varying scales of size. Consequently, strategies and techniques have been created at a pace faster than the process of litigation, causing a discernible lag between the ingenuity of corporate management …
A Delicate Assignment: The Regulation Of Accountants By The Sec, Roberta S. Karmel
A Delicate Assignment: The Regulation Of Accountants By The Sec, Roberta S. Karmel
Faculty Scholarship
No abstract provided.
Accounting For Mergers, Acquisitions And Investments, In A Nutshell: The Interrelationships Of, And Criteria For, Purchase Or Pooling, The Equity Method, And Parent-Company-Only And Consolidated Statements, Ted J. Fiflis
Publications
No abstract provided.
Choice Of Federal Or State Law For Attorneys' Professional Responsibility In Securities Matters, Ted J. Fiflis
Choice Of Federal Or State Law For Attorneys' Professional Responsibility In Securities Matters, Ted J. Fiflis
Publications
Professional standards of duty are implicated in the federal securities laws in two types of cases: those instituted by the SEC to impose sanctions for lack of character or unethical conduct and those brought by the SEC or private parties for violations of substantive provisions of the securities laws. The question faced by Professor Fiflis is whether state or federal standards should define the duties imposed under these laws. He argues that the proper method of resolving this question is to apply an interest analysis. Analyzing the various state and federal interests leads Professor Fiflis to the conclusion that federal …
Trading On Material Non-Public Information On Impersonal Stock Markets: Who Is Harmed, And Who Can Sue Whom Under Sec Rule 10b-5?, William K.S. Wang
Trading On Material Non-Public Information On Impersonal Stock Markets: Who Is Harmed, And Who Can Sue Whom Under Sec Rule 10b-5?, William K.S. Wang
Faculty Scholarship
No abstract provided.
The Survival Of The Derivative Suit: An Evaluation And A Proposal For Legislative Reform, John C. Coffee Jr., Donald E. Schwartz
The Survival Of The Derivative Suit: An Evaluation And A Proposal For Legislative Reform, John C. Coffee Jr., Donald E. Schwartz
Faculty Scholarship
The shareholder derivative suit today faces extinction. Long considered the "chief regulator of corporate management," and a recognized form of litigation in American courts at least since 1855, it now confronts the second great challenge of its history. Thirty-odd years ago, commentators foresaw the derivative suit's demise when state legislatures began adopting security-for-expenses statutes to curb the abuses of "strike suit" litigation. These reports of its death proved exaggerated, however, as plaintiffs discovered various tactics by which to outflank these statutes. As a result, by the late 1960's, the crisis was past, and a revival in the action's popularity was …