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Full-Text Articles in Law

The 1970s: The Committee On Corporate Laws Joins The Corporate Governance Debate, Marshall L. Small Jan 2011

The 1970s: The Committee On Corporate Laws Joins The Corporate Governance Debate, Marshall L. Small

Law and Contemporary Problems

No abstract provided.


The New “Public” Corporation, Hillary A. Sale Jan 2011

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 Jan 2011

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.


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 Jan 2011

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.


Disclosure Provisions Of The Model Business Corporation Act, Stanley Keller Jan 2011

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.


Director Confidentiality, Cyril Moscow Jan 2011

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.


Legal Capital And The Model Business Corporation Act: An Essay For Bayless Manning, James J. Hanks Jr. Jan 2011

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.


An Appraisal Of The Model Business Corporation Act’S Appraisal Rights Provisions, Mary Siegel Jan 2011

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 …


The Case For Iterative Statutory Reform: Appraisal And The Model Business Corporation Act , Robert B. Thompson Jan 2011

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.


Journal Staff Jan 2011

Journal Staff

Law and Contemporary Problems

No abstract provided.


Addressing Collective-Action Problems In Securitized Credit, Nancy P. Jacklin Oct 2010

Addressing Collective-Action Problems In Securitized Credit, Nancy P. Jacklin

Law and Contemporary Problems

No abstract provided.


Sovereign Debt Renegotiation: Restructuring The Commercial Debt Of Hipc Debtor Countries, Mark A. Walker, Barthélemy Faye Oct 2010

Sovereign Debt Renegotiation: Restructuring The Commercial Debt Of Hipc Debtor Countries, Mark A. Walker, Barthélemy Faye

Law and Contemporary Problems

No abstract provided.


Lawsuits And Empire: On The Enforcement Of Sovereign Debt In Latin America, Faisal Z. Ahmed, Laura Alfaro, Noel Maurer Oct 2010

Lawsuits And Empire: On The Enforcement Of Sovereign Debt In Latin America, Faisal Z. Ahmed, Laura Alfaro, Noel Maurer

Law and Contemporary Problems

No abstract provided.


The Market For Odious Debt, Caroline M. Gentile Oct 2010

The Market For Odious Debt, Caroline M. Gentile

Law and Contemporary Problems

No abstract provided.


Exchange Stabilization Fund Loans To Sovereign Borrowers: 1982-2010, Russell Munk Oct 2010

Exchange Stabilization Fund Loans To Sovereign Borrowers: 1982-2010, Russell Munk

Law and Contemporary Problems

No abstract provided.


Foreword: Of Lawyers, Leaders, And Returning Riddles In Sovereign Debt, Anna Gelpern, G. Mitu Gulati Oct 2010

Foreword: Of Lawyers, Leaders, And Returning Riddles In Sovereign Debt, Anna Gelpern, G. Mitu Gulati

Law and Contemporary Problems

This volume contains the research and recollections of more than a dozen


Essay: Restructuring Corporate Debt In The Context Of A Systemic Crisis, Sean Hagan Oct 2010

Essay: Restructuring Corporate Debt In The Context Of A Systemic Crisis, Sean Hagan

Law and Contemporary Problems

No abstract provided.


Essay: Sovereign Syndicated Bank Credits In The 1970s, Philip R. Wood Oct 2010

Essay: Sovereign Syndicated Bank Credits In The 1970s, Philip R. Wood

Law and Contemporary Problems

No abstract provided.


Herding Cats: Collective-Action Clauses In Sovereign Debt — The Genesis Of The Project To Change Market Practice In 2001 Through 2003, Randal Quarles Oct 2010

Herding Cats: Collective-Action Clauses In Sovereign Debt — The Genesis Of The Project To Change Market Practice In 2001 Through 2003, Randal Quarles

Law and Contemporary Problems

No abstract provided.


The Evolution Of Modern Sovereign Debt Litigation: Vultures, Alter Egos, And Other Legal Fauna, Jonathan I. Blackman, Rahul Mukhi Oct 2010

The Evolution Of Modern Sovereign Debt Litigation: Vultures, Alter Egos, And Other Legal Fauna, Jonathan I. Blackman, Rahul Mukhi

Law and Contemporary Problems

No abstract provided.


Responsible Sovereign Lending And Borrowing, Lee C. Buchheit, G. Mitu Gulati Oct 2010

Responsible Sovereign Lending And Borrowing, Lee C. Buchheit, G. Mitu Gulati

Law and Contemporary Problems

No abstract provided.


Toward A Cosmopolitan Ethic In Debt Restructuring, Carmen Amalia Corrales Oct 2010

Toward A Cosmopolitan Ethic In Debt Restructuring, Carmen Amalia Corrales

Law and Contemporary Problems

Corrales discusses the sovereign debt restructuring process. Process -- or the series of actions, actors, and influences involved in a transaction -- is rarely examined in law. But the dynamics of process and the unspoken codes that affect it are, nonetheless, key to complex transactions and sovereign debt restructuring.


Constructing Restructuring: Legal Narrative, Language Ideology, And The Financial Rehabilitation Of Iraq, Hadi Nicholas Deeb Oct 2010

Constructing Restructuring: Legal Narrative, Language Ideology, And The Financial Rehabilitation Of Iraq, Hadi Nicholas Deeb

Law and Contemporary Problems

No abstract provided.


Competition In The Underwriting Markets Of Sovereign Debt: The Baring Crisis Revisited, Juan H. Flores Oct 2010

Competition In The Underwriting Markets Of Sovereign Debt: The Baring Crisis Revisited, Juan H. Flores

Law and Contemporary Problems

Flores discusses the bargaining power of Argentina's federal government relative to that of the underwriting banks. It examines how the financial intermediaries' gatekeeping function eroded when faced with increased competition. Under normal circumstances, underwriters should have impeded Argentinean access to capital markets or at least hardened the terms under which Argentina could borrow.


Donegal V. Zambia And The Persistent Debt Problems Of Low-Income Countries, Thomas Laryea Oct 2010

Donegal V. Zambia And The Persistent Debt Problems Of Low-Income Countries, Thomas Laryea

Law and Contemporary Problems

No abstract provided.


Peru’S Experience In Sovereign Debt Management And Litigation: Some Lessons For The Legal Approach To Sovereign Indebtedness, Manuel Monteagudo Oct 2010

Peru’S Experience In Sovereign Debt Management And Litigation: Some Lessons For The Legal Approach To Sovereign Indebtedness, Manuel Monteagudo

Law and Contemporary Problems

No abstract provided.


When Bad Things Happen To Good Sovereign Debt Contracts: The Case Of Ecuador, Arturo C. Porzecanski Oct 2010

When Bad Things Happen To Good Sovereign Debt Contracts: The Case Of Ecuador, Arturo C. Porzecanski

Law and Contemporary Problems

No abstract provided.


The Republic Of Congo’S Debt Restructuring: Are Sovereign Creditors Getting Their Voice Back?, Mark B. Richards Oct 2010

The Republic Of Congo’S Debt Restructuring: Are Sovereign Creditors Getting Their Voice Back?, Mark B. Richards

Law and Contemporary Problems

No abstract provided.


Reflections On The Bosnia Debt Restructuring, Mark H. Stumpf Oct 2010

Reflections On The Bosnia Debt Restructuring, Mark H. Stumpf

Law and Contemporary Problems

No abstract provided.


Sovereign Sukuk: Adaptation And Innovation, A. Roger Wedderburn-Day Oct 2010

Sovereign Sukuk: Adaptation And Innovation, A. Roger Wedderburn-Day

Law and Contemporary Problems

No abstract provided.