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Full-Text Articles in Law
2.02(B)(4) Or Not 2.02(B)(4): That Is The Question, Bryn R. Vaaler
2.02(B)(4) Or Not 2.02(B)(4): That Is The Question, Bryn R. Vaaler
Law and Contemporary Problems
No abstract provided.
Disclosure Provisions Of The Model Business Corporation Act, Stanley Keller
Disclosure Provisions Of The Model Business Corporation Act, Stanley Keller
Law and Contemporary Problems
Keller discusses the "duty of disclosure" provision of the Model Business Corporation Act (MBCA). The development of disclosure requirements through decisional law rather than through statutory prescriptions highlights the important question of when corporate law should be codified legislatively and when it should be left to case-by-case judicial development. The American Bar Association's Committee on Corporate Laws ("the Committee") confronted this question when considering disclosure requirements as part of its continuing evaluation of the MBCA.
The Case For Iterative Statutory Reform: Appraisal And The Model Business Corporation Act , Robert B. Thompson
The Case For Iterative Statutory Reform: Appraisal And The Model Business Corporation Act , Robert B. Thompson
Law and Contemporary Problems
Appraisal may be the Model Business Corporation Act's (MBCA) most distinctive and creative corporate law product in its sixty year history. Through a series of changes, beginning in the late 1970s and early 1980s, and continuing through revisions in 1999 and 2006, the MBCA has shown the value that can come from an ongoing revision process of corporate law. Thompson examines the challenges that have long plagued appraisal statutes, and then evaluating the product that has resulted from the MBCA approach.
Comply-And-Explain: Should Directors Have A Duty To Inform?, John C. Wilcox
Comply-And-Explain: Should Directors Have A Duty To Inform?, John C. Wilcox
Law and Contemporary Problems
Wilcox discusses the compliance of the duty to inform of directors of publicly held companies. The expected long-term impact of a duty to inform would be to "operationalize" corporate governance policies and accustom boards to provide greater transparency about their deliberations and decisions on matters relating to governance, business oversight, and strategy. Regardless of whether a directors' duty to inform can be inferred from the Model Business Corporation Act or other provisions of state law, it could be implemented through the adoption of a charter or bylaw amendment initiated by the board or by shareholders.
Safe Harbor For Officer Reliance: Comparing The Approaches Of The Model Business Corporation Act And Delaware’S General Corporation Law, R. Franklin Balotti, Megan W. Shaner
Safe Harbor For Officer Reliance: Comparing The Approaches Of The Model Business Corporation Act And Delaware’S General Corporation Law, R. Franklin Balotti, Megan W. Shaner
Law and Contemporary Problems
Balotti and Shaner discuss the duties of and potential for imposing liability on corporate officers. The fiduciary duties of officers is addressed, in differing degrees, under Delaware law, the law frequently applied to corporate-governance disputes, and under the Model Business Corporation Act (MBCA). In discharging their fiduciary duties, directors under both the MBCA and the General Corporation Law are generally protected from personal liability if, in making business decisions, they reasonably rely on the reports and records of officers, employees, advisors, and experts of the corporation.
Director Confidentiality, Cyril Moscow
Director Confidentiality, Cyril Moscow
Law and Contemporary Problems
The Corporate Directors Guidebook contains the bare proposition that a director must keep confidential all matters involving the corporation that have not been disclosed to the public. Moscow explores the need to modify the flat recitation of a rule of director confidentiality in light of the limited authority for a blanket restriction, and the necessary exceptions in the business contexts in which the issue arises. In particular, many situations do not involve damage to the corporation, or there is express or implied consent to the sharing of information.
Rupa And Former Partners: Cutting The Gordian Knot With Continuing Partnership Entities, Robert W. Hillman
Rupa And Former Partners: Cutting The Gordian Knot With Continuing Partnership Entities, Robert W. Hillman
Law and Contemporary Problems
Passage of the Revised Uniform Partnership Act (RUPA) brought change in the treatment of partnerships as entities rather than aggregates of their members. The nature of the Gordian knot that binds individuals associated in partnership and the lingering ties between individuals formerly associated in partnership are examined, and the hidden costs of continuity that RUPA imposes on withdrawing partners are evaluated.
The Limited Liability Company Experiment: Unlimited Flexibility, Uncertain Role, Wayne M. Gazur
The Limited Liability Company Experiment: Unlimited Flexibility, Uncertain Role, Wayne M. Gazur
Law and Contemporary Problems
Limited liability company (LLC) laws utilize provisions clearly of partnership origin in varying degrees. The adoption of the Uniform Limited Liability Company Act and the LLC are discussed.
Linking Statutory Forms, Larry E. Ribstein
Linking Statutory Forms, Larry E. Ribstein
Law and Contemporary Problems
Business association statutes may be "linked" in that rules from one statute are applied to a business form created under another statute; for example, the Uniform Partnership Act, the Uniform Limited Partnership Act and the Revised Uniform Limited Partnership Act provide that general partnership provisions apply to limited partnerships. An evaluation of this linkage is presented.
Our Partners’ Keepers? Agency Dimensions Of Partnership Relationships, Deborah A. Demott
Our Partners’ Keepers? Agency Dimensions Of Partnership Relationships, Deborah A. Demott
Law and Contemporary Problems
Many distinctive consequences of the relationship among partners stem from applicable norms of agency law, but basic agency norms applicable to incorporated businesses are fundamentally different. Agency doctrines that are distinctive to the partnership context are examined, and their consequences and rationales are explored.
Advancing The Search For Compromise: A Response To Professor Hynes, Allan W. Vestal
Advancing The Search For Compromise: A Response To Professor Hynes, Allan W. Vestal
Law and Contemporary Problems
The contractarian and fiduciary-based positions of the Revised Uniform Partnership Act (RUPA) and the observation that RUPA is internally contradictory and does not consistently adopt either position are discussed. Professor Hynes' discussion of the waivability of fiduciary duties under RUPA is critiqued.
Rupa And Fiduciary Duty: The Texture Of Relationship, Donald J. Weidner
Rupa And Fiduciary Duty: The Texture Of Relationship, Donald J. Weidner
Law and Contemporary Problems
The fiduciary duty rules in the Revised Uniform Partnership Act of 1994 (RUPA) are discussed. RUPA represents a major and sufficient move toward a contractarian statement of the law.
Foreword, Deborah A. Demott
Nibbling On The Chancellor’S Toesies: A “Roguish” Concurrence With Professor Baxter, Keith R. Fisher
Nibbling On The Chancellor’S Toesies: A “Roguish” Concurrence With Professor Baxter, Keith R. Fisher
Law and Contemporary Problems
No abstract provided.
Fiduciary Issues In Federal Banking Regulation, Lawrence G. Baxter
Fiduciary Issues In Federal Banking Regulation, Lawrence G. Baxter
Law and Contemporary Problems
It is argued that the "fiduciary" duty being claimed by banking regulators against depository institutions arising out of the S&L scandal is actually a distinct statutory duty.
Foreword, Deborah A. Demott
Oppressed But Not Betrayed: A Comparative Assessment Of Canadian Remedies For Minority Shareholders And Other Corporate Constituents, Deborah A. Demott
Oppressed But Not Betrayed: A Comparative Assessment Of Canadian Remedies For Minority Shareholders And Other Corporate Constituents, Deborah A. Demott
Law and Contemporary Problems
The distinctive Canadian contribution to the resolution of conflict among shareholders and of conflict between nonshareholder constituents--such as creditors--and persons controlling a corporation, typically its shareholders and directors, is examined with respect to comparable US judicial remedies.