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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 Duty Of Good Faith In American Corporate Law, Melvin A. Eisenberg
The Duty Of Good Faith In American Corporate Law, Melvin A. Eisenberg
Melvin A. Eisenberg
An important development in American corporate law is the recent explicit recognition, in a series of Delaware cases, that corporate managers owe a fiduciary duty of good faith in addition to their traditional duties of care and loyality. The duty of good faith was not created by those cases. On the contrary, the duty has long been explicit under the statutes and has also long existed implicitly in the case law. Nevertheless, the explicit recognition of the duty of good faith in recent Delaware cases shines a spotlight on that duty, and therefore makes it especially important to develop the …