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Corporate Auctions And Directors' Fiduciary Duties: A Third-Generation Business Judgment Rule, Steven G. Bradbury
Corporate Auctions And Directors' Fiduciary Duties: A Third-Generation Business Judgment Rule, Steven G. Bradbury
Michigan Law Review
This Note proposes a rationale and a methodology for applying the business judgment rule when directors resist a hostile bid during the auction phase of a control contest. Part I examines the changes that occur in the responsibilities of target directors when a corporate auction is initiated. This Part describes the Unocal business judgment rule test and discusses its usefulness in the auction phase of a takeover. While the test requires modification if it is to complement effectively the auction-phase duties announced in Revlon, this Part suggests that the business judgment rule continues to be relevant and important during …
Federal Court Review Of Arbitrary State Court Decisions, David T. Azrin
Federal Court Review Of Arbitrary State Court Decisions, David T. Azrin
Michigan Law Review
Part I of this Note argues that the Thompson, Logan, and Hicks cases can be read narrowly to deal primarily with concern about protecting specific constitutional guarantees such as criminal procedural protections, equal protection guarantees, and first amendment freedoms. Arguably, in order to avoid dealing explicitly with the broader constitutional questions raised by the state decisions, the Court reversed the state decisions as arbitrary interpretations of state law. Part II argues that the rule against arbitrary state decisions suggested by Thompson, Logan, and Hicks is incompatible with federalism because it interferes with states' ability to develop law over state …
The Effectiveness Of Measures To Increase Appellate Court Efficiency And Decision Output, Thomas B. Marvell, Carlisle E. Moody
The Effectiveness Of Measures To Increase Appellate Court Efficiency And Decision Output, Thomas B. Marvell, Carlisle E. Moody
University of Michigan Journal of Law Reform
This Article will examine the effectiveness of measures commonly employed to increase appellate court productivity. Part I of the Article sets forth some common design problems and explains how the research technique employed in the present study avoids these problems by using a multiple time-series research design. Part II applies this design to state court data. Part II also describes the dependent variable, the number of appeals decided per judge, used in the regression analysis. Part III discusses the results of that analysis-the impact of each change listed above on judicial productivity. The Article, although not advocating the adoption of …