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Articles 1 - 30 of 65
Full-Text Articles in Law
The Legal Roles Of Shareholders And Management In Modern Corporate Decisionmaking, Melvin Aron Eisenberg
The Legal Roles Of Shareholders And Management In Modern Corporate Decisionmaking, Melvin Aron Eisenberg
Melvin A. Eisenberg
Discusses the legal roles of shareholders and management in modern corporate decisionmaking in California. Managerial conflicts of interest; Statutory models of decisionmaking; Voting and appraisal rights in corporate combinations and divisions.
The Divergence Of Standards Of Conduct And Standards Of Review In Corporate Law, Melvin Aron Eisenberg
The Divergence Of Standards Of Conduct And Standards Of Review In Corporate Law, Melvin Aron Eisenberg
Melvin A. Eisenberg
No abstract provided.
The World Of Contract And The World Of Gift, Melvin Aron Eisenberg
The World Of Contract And The World Of Gift, Melvin Aron Eisenberg
Melvin A. Eisenberg
Examines the social and legal implications of the treatment of donative promise as an absolute enforceable contract in the United States. Evolution of the donative-promise doctrine; Case laws on donative promise; Moral and social significance of donative promises; Substantive bases for donative-promise principle.
The Emergence Of Dynamic Contract Law, Melvin Aron Eisenberg
The Emergence Of Dynamic Contract Law, Melvin Aron Eisenberg
Melvin A. Eisenberg
No abstract provided.
Legal Models Of Management Structure In The Modern Corporation: Officers, Directors, And Accountants, Melvin Aron Eisenberg
Legal Models Of Management Structure In The Modern Corporation: Officers, Directors, And Accountants, Melvin Aron Eisenberg
Melvin A. Eisenberg
No abstract provided.
Fairness, Character, And Efficiency In Firms, Robert Cooter, Melvin A. Eisenberg
Fairness, Character, And Efficiency In Firms, Robert Cooter, Melvin A. Eisenberg
Melvin A. Eisenberg
No abstract provided.
Mistake In Contract Law, Melvin A. Eisenberg
Mistake In Contract Law, Melvin A. Eisenberg
Melvin A. Eisenberg
Develops the legal rules that should govern mistake in contract law on a functional basis. Types of mistake that are relevant in contract law on the basis of their character; Reasons of efficiency and morality that apply to cases in which a non-mistaken party knew or had reason to know that a payment was mistakenly made; Distinction between mistaken factual assumptions and evaluative mistakes.
The Architecture Of American Corporate Law: Facilitation And Regulation, Melvin Aron Eisenberg
The Architecture Of American Corporate Law: Facilitation And Regulation, Melvin Aron Eisenberg
Melvin A. Eisenberg
No abstract provided.
The Disgorgement Interest In Contract Law, Melvin A. Eisenberg
The Disgorgement Interest In Contract Law, Melvin A. Eisenberg
Melvin A. Eisenberg
Restatement Second of Contracts provided that contract law serves to protect one or more of three interests: the expectation interest, the reliance interest, and the restitution interest. There is, however a fourth interest that contract law should and does protect: the disgorgement interest, which is the promisee's interest in requiring the promisor to disgorge a gain that was made possible by the promisor's breach, but did not consist of a benefit conferred on the promisor by the promisee. It is not clear why Restatement Second excluded the disgorgement interest. Perhaps the drafters believed that this position was compelled by positive …
The Principle Of Hadley V. Baxendale, Melvin Aron Eisenberg
The Principle Of Hadley V. Baxendale, Melvin Aron Eisenberg
Melvin A. Eisenberg
No abstract provided.
Expression Rules In Contract Law And Problems Of Offer And Acceptance, Melvin Aron Eisenberg
Expression Rules In Contract Law And Problems Of Offer And Acceptance, Melvin Aron Eisenberg
Melvin A. Eisenberg
The issue of interpretation is central to contract taw, because a major goat of that body of law is to facilitate the power of self-governing parties to further their shared objectives through contracting. Modern contract law has developed a set of general principles of interpretation that give a place to both objective and subjective elements, and must be applied on an individualized basis. However, a number of narrower black-letter rules give a purely objective and standardized interpretation to certain kinds of expressions, and these standardized interpretations may often differ from the meanings such expressions would be given under the general …
Expectation Damages And The Theory Of Overreliance, Melvin A. Eisenberg, Brett H. Mcdonnell
Expectation Damages And The Theory Of Overreliance, Melvin A. Eisenberg, Brett H. Mcdonnell
Melvin A. Eisenberg
The basic remedy for breach of a bargain contract is expectation damages, which puts the injured party in the position she would have been in if the contract had been performed. It is generally accepted that the expectation measure provides efficient incentives to a promisor. Beginning about twenty years ago, however, lawand- economics scholars developed a model of damages which showed that the expectation measure can provide inefficient incentives to a promisee. The theory is that the expectation measure insures the promisee's reliance, and may thereby cause the promisee to overrely-that is, to invest more heavily in reliance than efficiency …
Actual And Virtual Specific Performance, The Theory Of Efficient Breach, And The Indifference Principle In Contract Law, Melvin A. Eisenberg
Actual And Virtual Specific Performance, The Theory Of Efficient Breach, And The Indifference Principle In Contract Law, Melvin A. Eisenberg
Melvin A. Eisenberg
No abstract provided.
Disclosure In Contract Law, Melvin A. Eisenberg
Disclosure In Contract Law, Melvin A. Eisenberg
Melvin A. Eisenberg
Develops the Disclosure Principle that should govern disclosure in contract law. Reasons for requiring disclosure; Concept of a tacit assumption; Paradigm cases that exemplifies the disclosure problem.
The Concept Of National Law And The Rule Of Recognition, Melvin A. Eisenberg
The Concept Of National Law And The Rule Of Recognition, Melvin A. Eisenberg
Melvin A. Eisenberg
No abstract provided.
Strict Textualism, Melvin Aron Eisenberg
Megasubsidiaries: The Effect Of Corporate Structure On Corporate Control, Melvin Aron Eisenberg
Megasubsidiaries: The Effect Of Corporate Structure On Corporate Control, Melvin Aron Eisenberg
Melvin A. Eisenberg
No abstract provided.
Contractarianism Without Contracts: A Response To Professor Mcchesney, Melvin Aron Eisenberg
Contractarianism Without Contracts: A Response To Professor Mcchesney, Melvin Aron Eisenberg
Melvin A. Eisenberg
No abstract provided.
New Modes Of Discourse In The Corporate Law Literature, Melvin Aron Eisenberg
New Modes Of Discourse In The Corporate Law Literature, Melvin Aron Eisenberg
Melvin A. Eisenberg
No abstract provided.
Corporate Legitimacy, Conduct, And Governance - Two Models Of The Corporation, Melvin Aron Eisenberg
Corporate Legitimacy, Conduct, And Governance - Two Models Of The Corporation, Melvin Aron Eisenberg
Melvin A. Eisenberg
No abstract provided.
Access To The Corporate Proxy Machinery, Melvin Aron Eisenberg
Access To The Corporate Proxy Machinery, Melvin Aron Eisenberg
Melvin A. Eisenberg
Analyzes the direct authorities and general principles of corporate law concerning access to corporate proxy machinery in the U.S. Procedure for proxy solicitation; Discussion on access to the corporate proxy machinery in connection with the election of directors; Management access to the corporate proxy machinery with matters other than election to office.
Self-Interested Transactions In Corporate Law, Melvin Aron Eisenberg
Self-Interested Transactions In Corporate Law, Melvin Aron Eisenberg
Melvin A. Eisenberg
This Article will consider the rules that govern exchange transactions between a corporation and one or more of the corporation's directors or senior executives. I shall refer to these transactions as self-interested transactions, and I shall take as my text section 5.02 of the Tentative Draft of the ALI's PRINCIPLES OF CORPORATE GOVERNANCE.
The Bargain Principle And Its Limits, Melvin Aron Eisenberg
The Bargain Principle And Its Limits, Melvin Aron Eisenberg
Melvin A. Eisenberg
Explores the bargain principle in contract law and its limits in the U.S. Examination of the reasons that support the bargain principle in the context of half-completed bargains; Analysis of the limits that should be placed on the bargain principle under the doctrine of unconscionability; Evaluation of the reasons that support the bargain principle in the context of executory bargains.
The Structure Of Corporation Law, Melvin Aron Eisenberg, Ralph K. Winter, Fred S. Mcchesney
The Structure Of Corporation Law, Melvin Aron Eisenberg, Ralph K. Winter, Fred S. Mcchesney
Melvin A. Eisenberg
No abstract provided.
The Modernization Of Corporate Law: An Essay For Bill Cary, Melvin Aron Eisenberg
The Modernization Of Corporate Law: An Essay For Bill Cary, Melvin Aron Eisenberg
Melvin A. Eisenberg
No abstract provided.
The Director's Duty Of Care In Negotiated Dispositions, Melvin Aron Eisenberg
The Director's Duty Of Care In Negotiated Dispositions, Melvin Aron Eisenberg
Melvin A. Eisenberg
No abstract provided.
The Limits Of Cognition And The Limits Of Contract, Melvin Aron Eisenberg
The Limits Of Cognition And The Limits Of Contract, Melvin Aron Eisenberg
Melvin A. Eisenberg
No abstract provided.
Principles Of Consideration, Melvin Aron Eisenberg
Principles Of Consideration, Melvin Aron Eisenberg
Melvin A. Eisenberg
No abstract provided.
The Role Of Fault In Contract Law: Unconscionability, Unexpected Circumstances, Interpretation, Mistake, And Nonperformance, Melvin Aron Eisenberg
The Role Of Fault In Contract Law: Unconscionability, Unexpected Circumstances, Interpretation, Mistake, And Nonperformance, Melvin Aron Eisenberg
Melvin A. Eisenberg
It is often asserted that contract law is based on strict liability, not fault. This assertion is incorrect. Fault is a basic building block of contract law, and pervades the field. Some areas of contract law, such as unconscionability, are largely fault based. Other areas, such as interpretation, include sectors that are fault based in significant part. Still other areas, such as liability for nonperformance, superficially appear to rest on strict liability, but actually rest in significant part on the fault of breaking a promise without sufficient excuse. Contract law discriminates between two types of fault: the violation of strong …
Corporate Conduct That Does Not Maximize Shareholder Gain: Legal Conduct, Ethical Conduct, The Penumbra Effect, Reciprocity, The Prisoner's Dilemma, Sheep's Clothing, Social Conduct, And Disclosure, Melvin Aron Eisenberg
Corporate Conduct That Does Not Maximize Shareholder Gain: Legal Conduct, Ethical Conduct, The Penumbra Effect, Reciprocity, The Prisoner's Dilemma, Sheep's Clothing, Social Conduct, And Disclosure, Melvin Aron Eisenberg
Melvin A. Eisenberg
Deals with the question of nonmaximizing corporate conduct. Types of corporate conduct that appear to be or are non nonmaximizing; Narration of the section 2.01 of the American Law Institute's `Principles of Corporate Governance' to shed understanding on the issue of nonmaximizing corporate conduct; Corporate philanthropy.