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Articles 1 - 11 of 11
Full-Text Articles in Law
Shareholder Passivity Reexamined, Bernard S. Black
Shareholder Passivity Reexamined, Bernard S. Black
Michigan Law Review
This article argues that shareholder monitoring is possible: It's an idea that hasn't been tried, rather than an idea that has failed. I defer to a second article currently in draft the question of whether more monitoring by institutional shareholders is desirable. Will direct shareholder oversight, or indirect oversight through shareholder-nominated directors, improve corporate performance, prove counterproductive, or, perhaps, not matter much one way or the other? What are the benefits and risks in giving money managers - themselves imperfectly monitored agents - more power over corporate managers? If more shareholder voice is desirable, how much more and …
Lender Liability Under The Comprehensive Environmental Response, Compensation And Liability Act, Roger J. Marzulla, Brett G. Kappel
Lender Liability Under The Comprehensive Environmental Response, Compensation And Liability Act, Roger J. Marzulla, Brett G. Kappel
South Carolina Law Review
No abstract provided.
Protecting Nonshareholder Interests In The Market For Corporate Control: A Role For State Takeover Statutes, Frank J. Garcia
Protecting Nonshareholder Interests In The Market For Corporate Control: A Role For State Takeover Statutes, Frank J. Garcia
University of Michigan Journal of Law Reform
Part I of this Note describes a phenomenon of modern corporate activity first identified over fifty years ago as the "separation of ownership and control." This separation gives rise to the need for a governing corporate norm; recognizing the normative aspect of this phenomenon has direct implications for the takeover debate.
Part II analyzes the problem of a target board's fiduciary duty as the modern version of the fundamental normative issue of corporate law. It argues that the norm of shareholder wealth maximization, assumed as the starting point by those most in favor of an active and minimally regulated control …
Theories Of The Corporation, David Millon
The Illusion Of Fairness Through Special Committees In Management Buyouts, Shelby D. Green
The Illusion Of Fairness Through Special Committees In Management Buyouts, Shelby D. Green
Elisabeth Haub School of Law Faculty Publications
This essay will explore these deficiencies and argue for real, and not illusory, safeguards against directors' self-dealing in management buyouts. Part II provides an overview of corporation law regarding the decisionmaking authority of the board. Part III discusses self-dealing transactions as exceptions to the normal judicial deference accorded board decisions. Part IV discusses the flaws in the use of the special committee to address conflict of interest problems. Part V provides an analysis of the case introducing this essay and Part VI offers conclusions and suggestions for reform.
Theories Of The Corporation, David K. Millon
Corporate Philanthropy And The Business Benefit: The Need For Clarity, Shelby D. Green
Corporate Philanthropy And The Business Benefit: The Need For Clarity, Shelby D. Green
Elisabeth Haub School of Law Faculty Publications
The need for clarity or harmony is the subject of this essay. Part II summarizes a philosophical debate between two scholars on the mission of the corporation. Part III briefly traces the historical development of the relevant principles and Part IV examines the actual philanthropic practices of several large publicly held corporations. Finally, Part V considers the continuing significance of the common law rule in light of these practices and urges support for the ALI proposal.
Towards A European Constitution Of The Firm: Problems And Perspectives, Thomas E. Abeltshauser
Towards A European Constitution Of The Firm: Problems And Perspectives, Thomas E. Abeltshauser
Michigan Journal of International Law
This article will discuss in particular the proposed EEC directive on the harmonization of corporate structures as well as the proposed regulation of the Societas Europea. Initially, these proposals were strongly oriented toward German law. As such, a corporation had to have a managing board as well as a so-called supervisory board and a general meeting of stockholders. Since the EEC Commission published the so-called "Green Paper," which contains a comparative analysis of national legal systems requirements for the structure of corporations and provisions for co-determination rights for employees at the board level, the new proposals concerning the constitution of …
Companies In The European Community: Are The Conflict-Of-Law Rules Ready For 1992?, Andreas Reindl
Companies In The European Community: Are The Conflict-Of-Law Rules Ready For 1992?, Andreas Reindl
Michigan Journal of International Law
This article describes the current situation in the emerging integrated system of the European Community, focusing on the potential conflict between Community rules on the freedom of establishment and national conflict-of-law rules relating to companies. In the first part, I shall outline the relevant provisions of EC law and the two conflict-of-law concepts presently exhibited in the national laws of the Member States. In the second part, I shall discuss three cases in which the European Court of Justice recently addressed this subject. In the third part, I shall analyze the impact of the Court's opinions, and finally outline options …
It Does The Crime But Not The Time: Corporate Criminal Liability In Federal Law, Michael E. Tigar
It Does The Crime But Not The Time: Corporate Criminal Liability In Federal Law, Michael E. Tigar
Faculty Scholarship
No abstract provided.
The First Great Law & Economics Movement, Herbert J. Hovenkamp
The First Great Law & Economics Movement, Herbert J. Hovenkamp
All Faculty Scholarship
Beginning in the 1880s American economists turned their attention to the law in a way unprecedented in American thought. Some legal academics in turn incorporated economics into their thinking about the law. Whether their output or its impact were great enough to warrant calling their efforts a law and economics "movement" is worth debating. This essay argues that there was such a movement.
Four things account for the increasing interest in law and economics at the turn of the century: (1) the widespread application of evolutionary models to the development of both law and economic theory; (2) the influence of …