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Full-Text Articles in Law
Federal Chartering Revisited, Donald E. Schwartz
Federal Chartering Revisited, Donald E. Schwartz
University of Michigan Journal of Law Reform
The protections that corporation law provided to shareholders and to our economic community against the excesses and complacency of corporate directors and managers have undergone a general weakening. Although it is uncertain whether the ALI can accomplish effective and meaningful reforms, this effort may be the most important attempt by the corporate community to reform itself.
Corporate Auctions And Directors' Fiduciary Duties: A Third-Generation Business Judgment Rule, Steven G. Bradbury
Corporate Auctions And Directors' Fiduciary Duties: A Third-Generation Business Judgment Rule, Steven G. Bradbury
Michigan Law Review
This Note proposes a rationale and a methodology for applying the business judgment rule when directors resist a hostile bid during the auction phase of a control contest. Part I examines the changes that occur in the responsibilities of target directors when a corporate auction is initiated. This Part describes the Unocal business judgment rule test and discusses its usefulness in the auction phase of a takeover. While the test requires modification if it is to complement effectively the auction-phase duties announced in Revlon, this Part suggests that the business judgment rule continues to be relevant and important during …
Hostile Corporate Takeovers: History And Overview, Philip N. Hablutzel, David R. Selmer
Hostile Corporate Takeovers: History And Overview, Philip N. Hablutzel, David R. Selmer
Northern Illinois University Law Review
This Article covers the history of corporate anti-takeover from pre-Williams Act proxy fights, through the Williams Act changes, to first- and second-generation state anti-takeover legislation. The Article also describes and compares anti-takeover legislation with special emphasis on the Indiana statute and the new Delaware statute.
The Model State Control Share Act: The Best State Takeover Law Alternative, Evan M. Kjellenberg
The Model State Control Share Act: The Best State Takeover Law Alternative, Evan M. Kjellenberg
Northern Illinois University Law Review
This Article briefly looks at the different types of takeover legislation, including the new Delaware statute and the Indiana statute. The Article then presents the Model State Control Share Act and argues that the Model Act is the best alternative available. The Article further provides a breakdown of the major provisions of the Model Act which differ from the Indiana statute and thereby make the Model Act superior.