Law Commons^™

Report Of The American Bar Association Task Force On Corporate Responsibility, Lawrence Hamermesh

Lawrence A. Hamermesh

No abstract provided.

The Multi-Door Contract And Other Possibilities, Thomas J. Stipanowich

Thomas J. Stipanowich

The pressure of recent legislative, judicial and administrative developments and increasing awareness of the possibilities of other alternatives is encouraging unprecedented experimentation in the consensual arena. As courts and agencies have experimented with a range of solutions to more effectively address the many and varied controversies presented to them, litigators have been exposed to the possibilities of purposive third party intervention prior to adjudication. At the same time, nonlawyers have recoiled from the perceived high costs of “Total Process” in the litigation mode and have become more proactive in their approaches to conflict. Gradually, both these trends are feeding, together …

Calling Off The Lynch Mob: The Corporate Director's Fiduciary Disclosure Duty, Lawrence Hamermesh

Lawrence A. Hamermesh

No abstract provided.

Contractarians, Communitarians And Agnostics, Alan E. Garfield

Alan E Garfield

This is a review of the Special Issue on the Corporate Stakeholder Debate: The Classical Theory and Its Critics, 43 AM. J. COMP. L. 150 (1995). While I find all of the contributions to the symposium thoughtful and provocative, I ultimately found the arguments weakened by their lack of empirical support. For so many of the questions posed in the symposium, the empirical data needed to furnish answers was either absent or conflicting. This deficiency left the articles seeming artificial: elegant theories floating without an anchor. I finished the symposium neither a converted contractarian nor communitarian, but an agnostic – …

Paramount: The Mixed Merits Of Mush, Alan E. Garfield

Alan E Garfield

The Article critiques the Delaware Supreme Court’s 1990 decision, Paramount Communications, Inc. v. Time Inc. It argues that Paramount left no clear standards in its wake. While the decision seemed to lean in favor of more managerial discretion in the takeover context, it was not clear how far it leaned, or how closely tied the court’s reasoning was to the peculiar facts of the case. While other commentators critiqued Paramount for its management bias, this article instead focuses on the decision’s murkiness. It considers the merits of moving takeover jurisprudence away from the clearer standards that had been evolving in …

Helping The Casualties Of Creative Destruction: Corporate Takeovers And The Politics Of Worker Dislocation, Alan E. Garfield

Alan E Garfield

This Article’s thesis is that society’s responses to takeover dislocation have been misguided. For a variety of reasons, society has sought to ease takeover dislocation by discouraging takeovers, a process which has only served to protect corporate executives (by entrenching them in power) and not the lower-level employees who need protection most. The Article contends that takeover-related dislocation is no different from other forms of dislocation. It suggests that if policymakers are truly concerned about such dislocation, they should focus less on regulating takeovers and more on addressing issues of worker dislocation directly, such as by giving workers more power …

State Competence To Regulate Corporate Takeovers: Lessons From State Takeover Statutes, Alan E. Garfield

Alan E Garfield

This Article reveals two very different lessons about state competence to regulate corporate takeovers. The first lesson is that some states are enacting anti-takeover legislation for the protectionist purpose of sheltering large local employers. The Article contends that the appropriate response to this legislation is for courts to invalidate it under the Commerce Clause. The second lesson is that some states, most notably Delaware, are enacting anti-takeover legislation to protect a state’s corporate chartering industry. In this instance, federal preemptive intervention is necessary to ensure that state law does not unduly favor management interests at shareholder expense.

Management Buyouts, Efficient Markets, Fair Value And Soft Information, James R. Repetti

James R. Repetti