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Full-Text Articles in Law
General Corporation Laws: History And Economics , David Mcbride
General Corporation Laws: History And Economics , David Mcbride
Law and Contemporary Problems
No abstract provided.
Rules, Standards, And The Model Business Corporation Act, Michael P. Dooley
Rules, Standards, And The Model Business Corporation Act, Michael P. Dooley
Law and Contemporary Problems
No abstract provided.
Legal Capital And The Model Business Corporation Act: An Essay For Bayless Manning, James J. Hanks Jr.
Legal Capital And The Model Business Corporation Act: An Essay For Bayless Manning, James J. Hanks Jr.
Law and Contemporary Problems
Hanks discusses the distribution provisions of the Model Business Corporation Act. The relatively smooth operation and interpretation of the MBCA's distribution provisions is an excellent example of the reflection, sophistication, care, and skill of the Committee on Corporate Laws in considering, drafting, revising, and updating the Model Business Corporation Act over the past sixty years. The overall success of the distribution provisions is a tribute to the many lawyers, judges, and law professors who have participated in the Committee's very successful efforts to advance the law of corporations in this country and elsewhere.
Foreword, James D. Cox, Herbert S. Wander
Foreword, James D. Cox, Herbert S. Wander
Law and Contemporary Problems
A toast to the Model Business Corporation Act (MBCA), and especially its forefathers, on its 60th Birthday! Now at age 60, the MBCA is still vibrant, meaningful, and it forms the bedrock for the health of the United States corporate economy.
Delaware Corporate Law And The Model Business Corporation Act: A Study In Symbiosis , Jeffrey M. Gorris, Lawrence A. Hamermesh, Leo E. Strine Jr.
Delaware Corporate Law And The Model Business Corporation Act: A Study In Symbiosis , Jeffrey M. Gorris, Lawrence A. Hamermesh, Leo E. Strine Jr.
Law and Contemporary Problems
No abstract provided.
Guns, Inc.: Citizens United, Mcdonald, And The Future Of Corporate Constitutional Rights, Darrell A. H. Miller
Guns, Inc.: Citizens United, Mcdonald, And The Future Of Corporate Constitutional Rights, Darrell A. H. Miller
Faculty Scholarship
The Supreme Court began its 2009 Term by addressing the constitutional rights of corporations. It ended the Term by addressing the incorporated rights of the Constitution. In Citizens United v. Federal Election Commission, a five-member majority of the Court held that corporations have a First Amendment right to spend their own money on political advocacy. A corporation generally is no different than a natural person when it comes to the First Amendment - at least as it relates to political speech. In McDonald v. City of Chicago, a plurality of the Court held that the Second Amendment to the United …
Investing In Work: Wilkes As An Employment Law Case, Deborah A. Demott
Investing In Work: Wilkes As An Employment Law Case, Deborah A. Demott
Faculty Scholarship
This Article begins by introducing the doctrine of employment at-will and its contemporary operation, and applying the doctrine to the facts in Wilkes. The point of the exercise is making clear the impact of Wilkes from the standpoint of employment law. The Article next turns to scholarship examining the at-will rule as a default rule and the circumstances under which a default rule may become sticky. Against this background, the Article concludes by reexamining the holding in Wilkes along with subsequent developments in Massachusetts and other jurisdictions. These include the implications of buy-sell and comparable provisions in shareholder agreements. In …
Good Faith And Law Evasion, Samuel W. Buell
Good Faith And Law Evasion, Samuel W. Buell
Faculty Scholarship
Laws imposing sanctions can be self-defeating by supplying incentive and guidance for actors engaged in socially undesirable activities to reshape conduct to avoid penalties. Sometimes this is deterrence. But if the new activity, as much as the old, contravenes the normative stance of the legal project, it is a failure of law. The problem of evasion warrants response in many fields - not least in criminal law despite the frequent and too simple assumption that legality-related values require narrow prohibitions that unavoidably permit evasion. Three common responses to evasion have serious deficits. Foregoing control of evasion is a mistake if …
Potentially Perverse Effects Of Corporate Civil Liability, Samuel W. Buell
Potentially Perverse Effects Of Corporate Civil Liability, Samuel W. Buell
Faculty Scholarship
Inadequate civil regulatory liability can be an incentive for public enforcers to pursue criminal cases against firms. This incentive is undesirable in a scheme with overlapping forms of liability that is meant to treat most cases of wrongdoing civilly and to reserve the criminal remedy for the few most serious institutional delicts. This effect appears to exist in the current scheme of liability for securities law violations, and may be present in other regulatory structures as well. In this chapter for a volume on "Prosecutors in the Boardroom," the author argues that enhancements of the SEC's enforcement processes likely would …
On Corporate Codification: A Historical Peek At The Model Business Corporation Act And The American Law Institute Principles Through The Delaware Lens, E. Norman Veasey
On Corporate Codification: A Historical Peek At The Model Business Corporation Act And The American Law Institute Principles Through The Delaware Lens, E. Norman Veasey
Law and Contemporary Problems
No abstract provided.