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Full-Text Articles in Law
Conservation Easements As Tools To Achieve Regulatory Environmental Goals, Laurie A. Wayburn
Conservation Easements As Tools To Achieve Regulatory Environmental Goals, Laurie A. Wayburn
Law and Contemporary Problems
Wayburn talks about conservation easements as tools to achieve regulatory environmental goals. The traditional approach to protecting public-trust resources, such as wildlife found on private lands, is predominantly regulatory and proscriptive. Environmental regulation -- such as the Endangered Species Act, Clean Water Act, or Clean Air Act -- has focused on restricting or prohibiting resource management by landowners.
Conservation Easement Reform: As Maine Goes Should The Nation Follow? , Jeff Pidot
Conservation Easement Reform: As Maine Goes Should The Nation Follow? , Jeff Pidot
Law and Contemporary Problems
No abstract provided.
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.
The Model Business Corporation Act Financial Provisions: A Historical Snapshot , Larry P. Scriggins
The Model Business Corporation Act Financial Provisions: A Historical Snapshot , Larry P. Scriggins
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.
Rules, Standards, And The Model Business Corporation Act, Michael P. Dooley
Rules, Standards, And The Model Business Corporation Act, Michael P. Dooley
Law and Contemporary Problems
No abstract provided.
The New “Public” Corporation, Hillary A. Sale
The New “Public” Corporation, Hillary A. Sale
Law and Contemporary Problems
No abstract provided.
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.
Legal Capital And The Model Business Corporation Act: An Essay For Bayless Manning, James J. Hanks Jr.
Legal Capital And The Model Business Corporation Act: An Essay For Bayless Manning, James J. Hanks Jr.
Law and Contemporary Problems
Hanks discusses the distribution provisions of the Model Business Corporation Act. The relatively smooth operation and interpretation of the MBCA's distribution provisions is an excellent example of the reflection, sophistication, care, and skill of the Committee on Corporate Laws in considering, drafting, revising, and updating the Model Business Corporation Act over the past sixty years. The overall success of the distribution provisions is a tribute to the many lawyers, judges, and law professors who have participated in the Committee's very successful efforts to advance the law of corporations in this country and elsewhere.
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.
On Corporate Codification: A Historical Peek At The Model Business Corporation Act And The American Law Institute Principles Through The Delaware Lens, E. Norman Veasey
On Corporate Codification: A Historical Peek At The Model Business Corporation Act And The American Law Institute Principles Through The Delaware Lens, E. Norman Veasey
Law and Contemporary Problems
No abstract provided.
Indemnification And Advancement Through An Agency Lens, Deborah A. Demott
Indemnification And Advancement Through An Agency Lens, Deborah A. Demott
Law and Contemporary Problems
DeMott discusses the doctrines that define entitlements to indemnification. In the corporate context, indemnification is better grounded, as in the Model Business Corporation Act (MBCA), in the necessity of furnishing corporate directors with appropriate protection against personal risk. To be sure, as the MBCA's official comments implicitly acknowledge, the position of officers, especially senior executive officers, does not fit neatly and exclusively into either an "agent" or a "non-agent" category for indemnification purposes.
The Model Business Corporation Act And Corporate Governance: An Enabling Statute Moves Toward Normative Standards, John F. Olson, Aaron K. Briggs
The Model Business Corporation Act And Corporate Governance: An Enabling Statute Moves Toward Normative Standards, John F. Olson, Aaron K. Briggs
Law and Contemporary Problems
No abstract provided.
The Model Business Corporation Act At Sixty: Shareholders And Their Influence, Lisa M. Fairfax
The Model Business Corporation Act At Sixty: Shareholders And Their Influence, Lisa M. Fairfax
Law and Contemporary Problems
No abstract provided.
The Relationship Of The Model Business Corporation Act To Other Entity Laws, William H. Clark Jr.
The Relationship Of The Model Business Corporation Act To Other Entity Laws, William H. Clark Jr.
Law and Contemporary Problems
No abstract provided.
Delaware Corporate Law And The Model Business Corporation Act: A Study In Symbiosis , Jeffrey M. Gorris, Lawrence A. Hamermesh, Leo E. Strine Jr.
Delaware Corporate Law And The Model Business Corporation Act: A Study In Symbiosis , Jeffrey M. Gorris, Lawrence A. Hamermesh, Leo E. Strine Jr.
Law and Contemporary Problems
No abstract provided.
The 1970s: The Committee On Corporate Laws Joins The Corporate Governance Debate, Marshall L. Small
The 1970s: The Committee On Corporate Laws Joins The Corporate Governance Debate, Marshall L. Small
Law and Contemporary Problems
No abstract provided.
An Appraisal Of The Model Business Corporation Act’S Appraisal Rights Provisions, Mary Siegel
An Appraisal Of The Model Business Corporation Act’S Appraisal Rights Provisions, Mary Siegel
Law and Contemporary Problems
Siegel examines four fundamental differences between the Delaware General Corporation Law and the Model Business Corporation Act (MBCA). In the area of shareholder appraisal rights, the two statutes are diametrically opposed on many key elements. Most notably, MBCA chapter 13 on appraisal rights differs from Delaware's statutory appraisal provisions in four fundamental respects: 1. events that will trigger a shareholder's right to demand appraisal, 2. timing of the corporation's payment to shareholders demanding appraisal rights, 3. allocation of court costs and shareholder expenses, and 4. whether the market-out exception to appraisal rights is limited only to appraisal-triggering transactions that are …
Why The Eitc Doesn’T Make Work Pay, Anne L. Alstott
Why The Eitc Doesn’T Make Work Pay, Anne L. Alstott
Law and Contemporary Problems
Alstott offers an evaluation of the significance of the credit and, in a historical spirit, hark back to an earlier, critical perspective on the earned income tax credit (EITC)--a perspective rarely heard in recent years. She argues that these concerns remain apt, despite the expansion of the EITC and oft-repeated praise for its importance as an antipoverty program. Moreover, she highlights three features of U.S. law that constrain the effectiveness of the EITC in improving the wellbeing of low-income workers and their children: labor and employment laws that structure markets that produce low wages and harsh working conditions, laws that …
Bred Meat: The Cultural Foundation Of The Factory Farm, David N. Cassuto
Bred Meat: The Cultural Foundation Of The Factory Farm, David N. Cassuto
Law and Contemporary Problems
The care and upkeep of animals raised for human consumption has devolved into an industrial operation focused on maximizing economic return while paying little or no heed to the needs of the "stock." Discussions of the nature of factory farming inevitably include issues of ethical treatment of nonhuman animals and often segue into apologies for or against "animal rights." This article takes a different tack, asking instead how and why the factory-farm industry could grow ascendant in an era when the notion of the human-animal divide has become increasingly blurred.
Reflections On Animals, Property, And The Law And Rain Without Thunder, Gary L. Francione
Reflections On Animals, Property, And The Law And Rain Without Thunder, Gary L. Francione
Law and Contemporary Problems
Animal interests will almost always be regarded as less important than human interests, even when the human interest at stake is relatively trivial and the animal interest at stake is significant. The result of any supposed balancing of human and nonhuman interests required by animal-welfare laws is predetermined from the outset by the property status of the nonhuman as a "food animal," "experimental animal," "game animal," et cetera.
Humane Slaughter Laws, Jeff Welty
Humane Slaughter Laws, Jeff Welty
Law and Contemporary Problems
Much recent scholarship has focused on the conditions under which farm animals are raised. This article examines not how such animals are kept, but how they are killed and how such killing is regulated by law.
Distributive Injustice(S) In American Health Care, Clark C. Havighurst, Barak D. Richman
Distributive Injustice(S) In American Health Care, Clark C. Havighurst, Barak D. Richman
Law and Contemporary Problems
Havighurst and Richman seek to show the nature--and to suggest the cumulative attitude--of the many regressive tendencies of the financing, regulatory and legal regime governing the private side of US health care.
The Majoritarian Rehnquist Court?, Neal Devins
The Majoritarian Rehnquist Court?, Neal Devins
Law and Contemporary Problems
Devins examines the reasons behind the tendency of the US Supreme Court under William Rehnquist to strike down federal laws. Majoritarian forces, including the use of the Court as a check against Congress, have led to the invalidation of many federal statutes.
Deconstructing Section 11: Public Offering Liability In A Continuous Disclosure Environment, Donald C. Langevoort
Deconstructing Section 11: Public Offering Liability In A Continuous Disclosure Environment, Donald C. Langevoort
Law and Contemporary Problems
There can be no successful reform of the system of capital-raising regulation in the US without rethinking the liability regime. Reform is long overdue and can readily be accomplished in a way that does not unnecessarily compromise investor protection.
An Economic Analysis Of The Religious Freedom Restoration Act, Travis C. Wheeler
An Economic Analysis Of The Religious Freedom Restoration Act, Travis C. Wheeler
Law and Contemporary Problems
As an attempt by Congress to overturn a Supreme Court ruling by statute, the Religious Freedom Restoration Act (RFRA), although passed by a congressional landslide, was one of the most controversial pieces of legislation passed during Bill Clinton's presidency. Wheeler examines RFRA from a law and economics perspective to show that, as a method by which Congress attempted to impose its definition of a constitutional right upon the courts, the Act was inefficient.
The President And Choices Not To Enforce, Peter L. Strauss
The President And Choices Not To Enforce, Peter L. Strauss
Law and Contemporary Problems
Strauss explores the context of executive non-enforcement in a broad way that may help in understanding situations in which the President believes a particular statute is inconsistent with one or another provision of the Constitution and, therefore, should not be enforced.
Constitutionalism In The Shadow Of Doctrine: The President’S Non-Enforcement Power, David Barron
Constitutionalism In The Shadow Of Doctrine: The President’S Non-Enforcement Power, David Barron
Law and Contemporary Problems
Barron challenges the court-centered approach to the scope of the President's non-enforcement power. He contends that a President, notwithstanding that he considers himself bound by the Supreme Court's constitutional interpretations, should resolve three distinct questions in determining whether he may faithfully decline to enforce a statute by virtue of its unconstitutionality.