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Articles 1 - 5 of 5
Full-Text Articles in Law
Untangling The Market-Participant Exemption To The Dormant Commerce Clause, Dan T. Coenen
Untangling The Market-Participant Exemption To The Dormant Commerce Clause, Dan T. Coenen
Michigan Law Review
This article explores the market-participant rule. Part I traces the rule's evolution and shows how it has proven less rigid than some initially feared. Part II probes the roots of the rule by challenging justifications for it suggested by other observers. Part III offers an alternative theory of the market-participant doctrine, arguing in particular that it rests on a cluster of rationales that properly have led· the Court to uphold marketplace preferences as the "general rule." Part IV builds on Part III to advance a new, four-part framework for evaluating market-participant issues. Part V then uses that framework to apply …
Corporate Life After Death: Cercla Preemption Of State Corporate Dissolution Law, Audrey J. Anderson
Corporate Life After Death: Cercla Preemption Of State Corporate Dissolution Law, Audrey J. Anderson
Michigan Law Review
This Note discusses CERCLA's preemption of state corporate dissolution law. Although CERCLA contains a preemption clause intended to specify CERCLA's relationship with other laws, this clause addresses only state laws that impose stricter standards than those contained in CERCLA, and does not address state laws that, like dissolution laws, remove liability from a party otherwise liable under CERCLA. Courts, therefore, have also looked to section 107 of CERCLA, which imposes liability against specified parties "[n]notwithstanding any other provision or rule of law," to determine CERCLA's general relationship with state law. Through such an analysis, courts have agreed that CERCLA does …
Misreading The Williams Act, Lyman Johnson, David Millon
Misreading The Williams Act, Lyman Johnson, David Millon
Michigan Law Review
This Article examines the emerging controversy over preemption of the most potent of recent antitakeover laws, the so-called business combination statutes recently passed by Delaware, New York, and other states, and Pennsylvania's director-approval statute. After examining the strategy employed by the states to shield these statutes from constitutional attack, we consider the issues raised by the preemption claim and the arguments currently being advanced by the SEC and others in favor of preemption. Resolving the preemption controversy requires inquiry into the original meaning and objectives of the Williams Act. We argue that this should involve attention not only to the …
Law And Disputing In Commercializing Early America, Cornelia Dayton
Law And Disputing In Commercializing Early America, Cornelia Dayton
Michigan Law Review
A Review of Neighbors and Strangers: Law and Community in Early Connecticut by Bruce H. Mann
Missing The Point About State Takeover Statutes, Lyman Johnson, David Millon
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 …