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Full-Text Articles in Law
Beyond Mite-Cts V. Dynamics: Has Management Won The Battle In The Fight Against The Tender Offer, And What Injury Has The Individual Shareholder Suffered?, James S. Zmuda
Northern Illinois University Law Review
This Note examines two major Supreme Court cases addressing the conflict between federal and state law governing the use of the tender offer. Congress intended to protect the individual shareholder in making a decision whether to tender shares with voting rights, while balancing the legitimate interests of incumbent management and tender offerors. The Court upset this balance by upholding Indiana's Control Shares Acquisition Act as constitutional in the second of these two cases. This Note will highlight the inconsistencies between the cases, explain the present effect of both, and suggest an approach for states considering the adoption of takeover legislation.
What Is Wrong With Takeover Legislation, George C. Hook
What Is Wrong With Takeover Legislation, George C. Hook
Northern Illinois University Law Review
This Article explores the different types of takeover legislation, both state and federal, and outlines the problems and difficulties of each type. The Article also takes a short look at the Model State Control Share Act and concludes that the Model Act does not accomplish what it set out to do.
Hostile Corporate Takeovers: History And Overview, Philip N. Hablutzel, David R. Selmer
Hostile Corporate Takeovers: History And Overview, Philip N. Hablutzel, David R. Selmer
Northern Illinois University Law Review
This Article covers the history of corporate anti-takeover from pre-Williams Act proxy fights, through the Williams Act changes, to first- and second-generation state anti-takeover legislation. The Article also describes and compares anti-takeover legislation with special emphasis on the Indiana statute and the new Delaware statute.
The Dynamics Of State Protectionism: A Short Critique Of The Cts Decision, Thomas J. Bamonte
The Dynamics Of State Protectionism: A Short Critique Of The Cts Decision, Thomas J. Bamonte
Northern Illinois University Law Review
This Article argues that while political forces make protectionist anti-takeover legislation "inevitable," the judiciary, prior to the CTS decision, had used the Commerce Clause and other theories to correct any imbalances by upholding the overriding national interest in the preservation of open national markets. The Article concludes that Congress should take affirmative steps to preempt protectionist state legislation, and in the interim, the CTS decision should be read narrowly.
The Model State Control Share Act: The Best State Takeover Law Alternative, Evan M. Kjellenberg
The Model State Control Share Act: The Best State Takeover Law Alternative, Evan M. Kjellenberg
Northern Illinois University Law Review
This Article briefly looks at the different types of takeover legislation, including the new Delaware statute and the Indiana statute. The Article then presents the Model State Control Share Act and argues that the Model Act is the best alternative available. The Article further provides a breakdown of the major provisions of the Model Act which differ from the Indiana statute and thereby make the Model Act superior.
In Defense Of State Takeover Laws, Theodore W. Grippo
In Defense Of State Takeover Laws, Theodore W. Grippo
Northern Illinois University Law Review
This Article argues that an economic efficiency model of corporate takeover fails to take into account a number of important, and oftentimes local concerns. The Article further argues that there are a number of deficiencies and inadequacies in the current federal legislation. These factors support the conclusion in this Article that state anti-takeover legislation has an important role in the area of corporate acquisition and its regulation.
Control Share Statutes, Fred Axley, Roberta Blum Stein, Andrew Mccune
Control Share Statutes, Fred Axley, Roberta Blum Stein, Andrew Mccune
Northern Illinois University Law Review
This Article gives an overview of the different types of anti-takeover legislation, paying particular attention to control share statutes. The Article follows the development of control share statutes and the surrounding litigation in Missouri, Hawaii, Ohio and Indiana. The Article also points to questions that remain unanswered by the CTS decision, and operational problems with current control share statutes.