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Full-Text Articles in Law
Good Faith In Revlon-Land, Christopher M. Bruner
Good Faith In Revlon-Land, Christopher M. Bruner
Scholarly Works
The Delaware Supreme Court has set a very high hurdle for plaintiffs challenging directors' good faith in the sale of a company. In Lyondell Chemical Company v. Ryan, the court held that unconflicted directors could be found to have breached the good faith component of their duty of loyalty in the transactional context only if they "knowingly and completely failed to undertake," and "utterly failed to attempt" to discharge their duties.
In this essay I argue that the Lyondell standard effectively imports into the transactional context the exacting standard previously applied in the oversight context — a move clearly aimed …
The Enduring Ambivalence Of Corporate Law, Christopher M. Bruner
The Enduring Ambivalence Of Corporate Law, Christopher M. Bruner
Scholarly Works
Prevailing theories of corporate law tend to rely heavily on strong claims regarding the corporate governance primacy and legitimacy of either the board or the shareholders, as the case may be. In this article I challenge the descriptive power of these theories as applied to widely held public corporations and advance an alternative, arguing that corporate law is, and will remain, deeply ambivalent - both doctrinally and morally - with respect to three fundamental and related issues: the locus of ultimate corporate governance authority, the intended beneficiaries of corporate production, and the relationship between corporate law and theachievement of the …
The Director's Fiduciary Duty In A Close Corporation, Saichai Ue-Orrachorphong
The Director's Fiduciary Duty In A Close Corporation, Saichai Ue-Orrachorphong
LLM Theses and Essays
This paper focuses on a comparative analysis of the fiduciary duties of directors in a close corporation in Thailand and the U.S. The author describes the legal standards for director’s conduct and protective measures established by law and judicial rules that protect directors that act honestly and in the best interest of the corporation. The paper examines concepts such as the business judgment rule, duty of loyalty and duty of care under the Model Business Corporation Act as well as under Thai law. The paper concludes with a suggestion that Thai law should give more leeway to directors in the …