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Full-Text Articles in Law

The Real Reason Why Businesses Make Bad Decisions, Nancy B. Rapoport Jan 2009

The Real Reason Why Businesses Make Bad Decisions, Nancy B. Rapoport

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This book review examines Professor Jonathan Macey's latest book on corporate governance, and it uses Professor Macey's analysis to explain the latest rash of corporate scandals.


The Corporate Lawyer's Role In A Contemporary Democracy, Colin Marks, Nancy B. Rapoport Jan 2009

The Corporate Lawyer's Role In A Contemporary Democracy, Colin Marks, Nancy B. Rapoport

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This paper reviews the traditional arguments for corporate social responsibility and asks the question of what corporate lawyers should do to help their clients do the right thing ethically. It also sets out a test - the technically test -- that highlights when something is usually on the wrong side of the ethical line. (If you have to give legal advice starting with "Well, technically...," you're on the wrong side of the line.)


Lessons From Enron - And Why We Don't Learn From Them, Nancy B. Rapoport Jan 2009

Lessons From Enron - And Why We Don't Learn From Them, Nancy B. Rapoport

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This article discusses why even the smartest of people can make boneheaded decisions, and it suggests that the only way to avoid future Enrons is to take into account the cognitive mistakes that humans tend to make.


Shareholder Bylaws And The Delaware Corporation, Christopher M. Bruner Jan 2009

Shareholder Bylaws And The Delaware Corporation, Christopher M. Bruner

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Much like hostile tender offers in the 1980s and 1990s, shareholder bylaws purporting to limit board authority in key areas of corporate governance are, once again, forcing Delaware's courts to grapple with the fundamental nature of the corporate form.

In this (short) essay written for a roundtable discussion at the 2009 Annual Meeting of the Southeastern Association of Law Schools, I discuss CA, Inc. v. AFSCME Employees Pension Plan - the 2008 opinion in which the Delaware Supreme Court began to define the nature and scope of the shareholders' bylaw authority. In CA, Inc. the court held that a proposed ...