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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.
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 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.
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.
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.
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.
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.
Protecting Shareholder Access To Director Elections: A Response To Ca, Inc. V. Afscme Urging The Adoption Of A Blasius Standard Of Review For The Exercise Of A Fiduciary-Out Clause, Christopher Fawal
Duke Law Journal
The shareholder's role in corporate management is evolving. In CA, Inc. v. AFSCME, the Delaware Supreme Court likely expanded that role in a ruling that signals the potential for greater shareholder access to the corporate boardroom and enhanced director accountability. The court determined that a shareholder proposal to mandate reimbursement of certain board of director candidates was a proper subject for shareholder bylaws. But the court also held that the particular bylaw in question did not preserve the board's ability to exercise its fiduciary duties and, therefore, violated Delaware law. Future bylaws governing director nominations and elections are likely to …
Regulating Corporations The American Way: Why Exhaustive Rules And Just Deserts Are The Mainstay Of U.S. Corporate Governance, Jonas V. Anderson
Regulating Corporations The American Way: Why Exhaustive Rules And Just Deserts Are The Mainstay Of U.S. Corporate Governance, Jonas V. Anderson
Duke Law Journal
No abstract provided.
Still Square Pegs In Round Holes? A Look At Ancsa Corporations, Corporate Governance, And Indeterminate Form Or Operation Of Legal Entities, Douglas M. Branson
Still Square Pegs In Round Holes? A Look At Ancsa Corporations, Corporate Governance, And Indeterminate Form Or Operation Of Legal Entities, Douglas M. Branson
Alaska Law Review
No abstract provided.
The New Global Financial Landscape: Why Egregious International Corporate Fraud Should Be Cognizable Under The Alien Tort Claims Act, Joel Slawotsky
The New Global Financial Landscape: Why Egregious International Corporate Fraud Should Be Cognizable Under The Alien Tort Claims Act, Joel Slawotsky
Duke Journal of Comparative & International Law
No abstract provided.
Why We Need Global Standards For Corporate Disclosure, Allen L. White
Why We Need Global Standards For Corporate Disclosure, Allen L. White
Law and Contemporary Problems
After two years of gradual revelations concerning undisclosed information on suicidal risks to children on antidepressants, a federal advisory committee in Sep 2004 recommended that such drugs be labeled to alert physicians and consumers of this risk. The antidepressant story is noteworthy in its own right, shedding light on the tangled web of legal, regulatory, economic, and ethical issues surrounding disclosure practices in the pharmaceutical industry. The complex interworkings of an emerging global economy make it necessary for corporate standards for disclosure to be established and enforced.
Good Faith Business Judgment: A Theory Of Rhetoric In Corporate Law Jurisprudence, Sean J. Griffith
Good Faith Business Judgment: A Theory Of Rhetoric In Corporate Law Jurisprudence, Sean J. Griffith
Duke Law Journal
This Article develops a theory of rhetoric in corporate law jurisprudence. It begins by examining a recent innovation in Delaware case law: the emerging principle of "good faith." Good faith is an old notion in law generally, but it offers to bring significant change to corporate law, including realignment of the business judgment rule and a shift in the traditional balance between the authority of boards and the accountability of boards to courts. This Article argues, however, that good faith functions as a rhetorical device rather than a substantive standard. That is, it operates as a speech act, a performance, …
Corporate Law Or The Law Of Business?: Stakeholders And Corporate Governance At The End Of History, Adam Winkler
Corporate Law Or The Law Of Business?: Stakeholders And Corporate Governance At The End Of History, Adam Winkler
Law and Contemporary Problems
Surely, corporate managers themselves, who must operate within the broader law of business, are aware of the legally imposed duties to protect workders, consumers, and larger communities. Perhaps it is time corporate lawyers caught up to this reality.
Capitalism And Freedom — For Whom?: Feminist Legal Theory And Progressive Corporate Law, Kellye Y. Testy
Capitalism And Freedom — For Whom?: Feminist Legal Theory And Progressive Corporate Law, Kellye Y. Testy
Law and Contemporary Problems
Progressive corporate law has the potential to realign corporate activity and market economies with human benefit. The present state of disruption in the economy is a key moment: with disruption comes the opportunity for change.
Democracy And The Dominance Of Delaware In Corporate Law, Kent Greenfield
Democracy And The Dominance Of Delaware In Corporate Law, Kent Greenfield
Law and Contemporary Problems
Delaware has a population less than one-third of one percent of the nation, but it is the state of incorporation for more than fifty percent of US public companies and more than sixty percent of the Fortune 500. Delaware's resulting dominance over the terms of corporate governance in the US has been the subject of one of the grandest debates within corporate law scholarship.
Exporting U.S. Corporate Governance Standards Through The Sarbanes-Oxley Act: Unilateralism Or Cooperation?, Minodora D. Vancea
Exporting U.S. Corporate Governance Standards Through The Sarbanes-Oxley Act: Unilateralism Or Cooperation?, Minodora D. Vancea
Duke Law Journal
No abstract provided.
The Qualified Legal Compliance Committee: Using The Attorney Conduct Rules To Restructure The Board Of Directors, Jill E. Fisch, Caroline M. Gentile
The Qualified Legal Compliance Committee: Using The Attorney Conduct Rules To Restructure The Board Of Directors, Jill E. Fisch, Caroline M. Gentile
Duke Law Journal
The Securities and Exchange Commission introduced a new corporate governance structure, the qualified legal compliance committee, as part of the professional standards of conduct for attorneys mandated by the Sarbanes-Oxley Act of 2002. QLCCs are consistent with the Commission's general approach to improving corporate governance through specialized committees of independent directors. This Article suggests, however, that assessing the benefits and costs of creating QLCCs may be more complex than is initially apparent. Importantly, QLCCs are unlikely to be effective in the absence of incentives for active director monitoring. This Article concludes by considering three ways of increasing these incentives.
Current Trends In Corporate Governance: Going From London To Milan Via Toronto, Brian R. Cheffins
Current Trends In Corporate Governance: Going From London To Milan Via Toronto, Brian R. Cheffins
Duke Journal of Comparative & International Law
No abstract provided.
Anatomy Of A Governance Transformation: The Case Of Daimler-Benz, Dennis E. Logue, James K. Seward
Anatomy Of A Governance Transformation: The Case Of Daimler-Benz, Dennis E. Logue, James K. Seward
Law and Contemporary Problems
Logue and Seward examine the evolutionary transformation in the corporate governance structure of Daimler-Benz AG, the largest German industrial company. Over the last several years, Daimler-Benz has taken numerous steps toward prioritizing shareholder value more intensely than ever before.
The Purposes And Accountability Of The Corporation In Contemporary Society: Corporate Governance At A Crossroads, Michael Bradley, Cindy A. Schipani, Anant K. Sundaram, James P. Walsh
The Purposes And Accountability Of The Corporation In Contemporary Society: Corporate Governance At A Crossroads, Michael Bradley, Cindy A. Schipani, Anant K. Sundaram, James P. Walsh
Law and Contemporary Problems
Little attention has been paid to how the governance structures of public corporations adapt to structural changes in the social, political, economic and legal environments in which they operate. Bradley et al chronicle the recent changes in the conduct of business enterprise and establish the necessary conditions for a system of corporate governance capable of accommodating these changes.
Comment On Dunfee, A. A. Sommer Jr.
Comment On Dunfee, A. A. Sommer Jr.
Law and Contemporary Problems
Sommer comments on the framework provided by Dunfee in which managers can make rational--and rationalized--decisions as to when ethical considerations may supersede shareholder interests.
Banded Contracts, Mediating Institutions, And Corporate Governance: A Naturalist Analysis Of Contractual Theories Of The Firm, Timothy L. Fort, James J. Noone
Banded Contracts, Mediating Institutions, And Corporate Governance: A Naturalist Analysis Of Contractual Theories Of The Firm, Timothy L. Fort, James J. Noone
Law and Contemporary Problems
Fort and Noone relate business ethics to notions of transcendence found in nature and anthropology. They address the notion of contracts within corporate legal theory because contracts are used as a model both by those who advocate minimalist, agency business duties and by others who propound a broad business ethic.
The Figure In The Landscape: A Comparative Sketch Of Directors’ Self-Interested Transactions, Deborah A. Demott
The Figure In The Landscape: A Comparative Sketch Of Directors’ Self-Interested Transactions, Deborah A. Demott
Law and Contemporary Problems
Focusing on Part X of the UK's Companies Act 1985, DeMott draws contrasts with corporate law in the US. Part X has a style and feel that is distinctly different from counterpart provisions in the US corporate statutes.