Law Commons^™

Federal Venue Under Section1392(A): The Problem Of The Multidistrict Defendant, Brent E. Johnson

Michigan Law Review

This Note argues that a broad construction of section 1392(a) which would allow Aunt Bea to bring suit in the Southern District of California where Mayberry alone resides is preferable to a narrow construction which would restrict Bea to the Northern District where both defendants reside. Part I of this Note maintains that the language of section 1392(a) is ambiguous and does not indicate the clear intent of Congress, despite assertions to the contrary by proponents of both the broad and narrow constructions of the statute. Part II demonstrates that a superficially relevant Supreme Court decision tending to support the …

Expanding The Scarcity Rationale: The Constitutionality Of Public Access Requirements In Cable Franchise Agreements, Debora L. Osgood

University of Michigan Journal of Law Reform

This Note argues that public access requirements should be upheld because they are constitutional and because they further the goals of the first amendment. As background for the debate over public access, Part I provides a brief description of cable television's history and regulation and discusses the case law concerning public access requirements. Part II examines the nature of the first amendment interests at stake in public access requirements. Before resolving the question of which interests should be protected, Part III argues that an expanded scarcity rationale should be used to justify cable regulation under the first amendment. Part IV …

Shareholders Versus Managers: The Strain In The Corporate Web, John C. Coffee Jr.

Michigan Law Review

Part I will seek to understand why firms trade in the stock market at a substantial discount from their asset value. It will answer that existing theories of the firm have not given adequate attention to a critical area where shareholders and managers have an inherent conflict, one that the existing structure of the firm does not resolve or mitigate. Despite the significant changes in the internal structure of the corporation over the last half century that have been described by business historians, there remains a deep internal strain between shareholders, on the one hand, and managers and employees, on …

Target Litigation, Michael Rosenzweig

Michigan Law Review

In Part I, I explore the motives of litigious target managers. I briefly examine the takeover defense literature and empirical evidence regarding the frequency of target litigation, both of which indicate that target managers usually sue bidders in order to defeat unwanted takeover attempts. I also suggest that judicial reactions to target lawsuits largely confirm this hypothesis.

I then discuss, in Part II, target management's conflict of interest in control contests and the particular strategic considerations that lead target managers to sue hostile bidders. I argue that target litigation is peculiarly likely to be frivolous and, based on a study …

Free Speech And Corporate Freedom: A Comment On First National Bank Of Boston V. Bellotti, Carl E. Schneider

Articles

The corporation was born in chains but is everywhere free. That freedom was recently affirmed by the United States Supreme Court in First National Bank of Boston v. Bellotti. In Bellotti, the Court overturned a Massachusetts criminal statute forbidding banks and business corporations to make expenditures intended to influence referenda concerning issues not "materially affecting" the corporation's "property, business, or assets." In doing so, the Court confirmed its discovery that commercial speech is not unprotected by the first amendment and announced a novel doctrine that corporate speech is not unprotected by the first amendment. Although several years have …

Fifth Amendment Privilege For Producing Corporate Documents, Nancy J. King

Michigan Law Review

This Note argues that a person should be able to assert her fifth amendment privilege against self-incrimination when her act of producing corporate documents pursuant to a subpoena causes her to make testimonial admissions that are incriminating. Part I briefly examines the two approaches the Supreme Court has used to decide claims of self-incrimination for records production. First, it explains the Court's traditional entity doctrine which, by focusing on the nature of the documents and the capacity in which they are held, has prohibited records producers from invoking the fifth amendment privilege against self-incrimination if the records produced are those …

Suing In The Right Of The Corporation: A Commentary And Proposal For Legislative Reform, Lawrence A. Larose

University of Michigan Journal of Law Reform

This Article is premised on the belief that the derivative action is uniquely susceptible to strike suit litigation-that is, actions with little or no substantive merit but pursued to exploit the nuisance value inherent in litigation. Although there is historic support for the notion of "pernicious and vexing" derivative litigation, some modern evidence suggests that the vast majority of publicly held companies experience no derivative litigation. Commentators, however, have questioned both the validity of the modern evidence and the conclusions derived from it. Despite these criticisms, observers of the present vitality of the derivative action, far from characterizing it as …

Corporate Social-Reform, The Business Judgment Rule And Other Considerations, Robert N. Leavell

Scholarly Works

In recent years there has been a well-publicized movement to induce corporations to use their economic wealth and power to achieve "social-reform," rather than carry on as usual by professing to be guided only by profit-making. Social change is sought by allowing shareholders to make, or influence directly, those management decisions which significantly affect the quality of life in this country. This approach has found support on college campuses and among the commentators in this field. The Securities Exchange Commission and the courts also have endorsed this approach by legitimating such a role for shareholders despite the fact that it …

Depositions Of Corporations: Problems And Solutions-Fed. R. Civ. P. 30(B)(6), M. Minnette Massey

Articles

No abstract provided.

Santa Clara Revisited: The Development Of Corporate Theory, Morton J. Horwitz

West Virginia Law Review

No abstract provided.