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Full-Text Articles in Law

Galactic Stupidity And The Business Judgment Rule, David Rosenberg Mar 2006

Galactic Stupidity And The Business Judgment Rule, David Rosenberg

ExpressO

The article examines whether the business judgment rule allows courts to review the substantive wisdom of decisions made by corporate directors. Although the conventional view among legal scholars is that the business judgment rule precludes such review, the article concludes that Delaware courts must sometimes examine the substance of directors’ decisions in order to determine whether those directors acted in good faith. Where the evidence shows that a director acted in a rational way (and therefore in good faith) in arriving at a decision, courts will not review the substance of that decision. However, where a director made a decision …


Good Faith, State Of Mind, And The Outer Boundaries Of Director Liability In Corporate Law, Christopher M. Bruner Mar 2006

Good Faith, State Of Mind, And The Outer Boundaries Of Director Liability In Corporate Law, Christopher M. Bruner

ExpressO

The Delaware General Corporation Law was amended in 1986 to permit shareholder-approved exculpatory charter provisions shielding directors from monetary liability for certain types of fiduciary duty breaches, explicitly excepting breaches of the duty of loyalty and conduct not in "good faith" – evidently distinct concepts in the Delaware legislature’s view. This paper examines the development of corporate fiduciary duty doctrine in Delaware leading up to and following this statutory amendment, focusing particularly on the Delaware courts' evolving conception of the meaning and doctrinal status of good faith. Specifically, the paper argues that Delaware's statutory exculpation regime and good faith case …


Good Faith, State Of Mind, And The Outer Boundaries Of Director Liability In Corporate Law, Christopher M. Bruner Jan 2006

Good Faith, State Of Mind, And The Outer Boundaries Of Director Liability In Corporate Law, Christopher M. Bruner

Scholarly Works

The Delaware General Corporation Law was amended in 1986 to permit shareholder-approved exculpatory charter provisions shielding corporate directors from monetary liability for certain fiduciary duty breaches not including (among other things) breaches of the duty of loyalty and acts not in good faith. This article examines the development of corporate fiduciary duty doctrine in Delaware leading up to and following this statutory amendment, focusing particularly on the Delaware courts' evolving conception of the meaning anddoctrinal status of the good faith concept employed in recent cases to permit a non-exculpable cause ofaction for conscious nonfeasance.

The article argues that Delaware's good …


Common Law Police Powers And Exclusion Of Evidence: The Renaissance Of Good Faith, Steve Coughlan Jan 2006

Common Law Police Powers And Exclusion Of Evidence: The Renaissance Of Good Faith, Steve Coughlan

Articles, Book Chapters, & Popular Press

Canadian courts have become far more willing in recent years to rely on the common law as a source of new police powers. Where once the test from R. v. Waterfield was an exception and an afterthought to what was otherwise the general rule of insistence upon statutory sources for police powers, more recently that test seems to be in the forefront of judges' minds as they decide cases. That 1963 British decision has been cited by Canadian courts roughly as often in the last eight years as in the first 35 years after it was decided. Since 1999 the …


The Often Imitated, But Not Yet Duplicated, Revised Uniform Commercial Code Article 1, Keith A. Rowley Jan 2006

The Often Imitated, But Not Yet Duplicated, Revised Uniform Commercial Code Article 1, Keith A. Rowley

Scholarly Works

Unlike Revised Uniform Commercial Code Article 9 (1999), which every state and the District of Columbia enacted within roughly two years of its promulgation, states have been slower to warm to Revised UCC Article 1 (2001). Nearly seven years after the American Law Institute and the National Conference of Commissioners on Uniform State Law promulgated it, thirty-three states have enacted their own versions of Revised UCC Article 1. None of the thirty-three has enacted the uniform version in its entirety. All thirty-three enacting states have rejected the uniform choice-of-law provision (§ 1-301) in favor of retaining language based on pre-Revised …