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International Law--Extraterritoriality--Antitrust Law--Development Of The Defense Of Sovereign Compulsion, Michigan Law Review
International Law--Extraterritoriality--Antitrust Law--Development Of The Defense Of Sovereign Compulsion, Michigan Law Review
Michigan Law Review
One of the most troublesome of these conflicts arises when an American business abroad is subjected to an order of a foreign government and the carrying out of that order requires that business to violate the antitrust laws of the United States. The recent case of Interamerican Refining Corporation v. Texaco Maracaibo, Incorporated confronted an American court with this precise issue for the first time. The United States District Court for the District of Delaware responded by saying that the defendants had been compelled to act as they did by the orders of a foreign sovereign government, and it held …
Proposed Sec Rules For Private Offerings: The Impact On Venture Capital Financing, Gregory A. Kearns
Proposed Sec Rules For Private Offerings: The Impact On Venture Capital Financing, Gregory A. Kearns
University of Michigan Journal of Law Reform
In order to facilitate venture capital financing, corporations rely upon the private offering exemption from the registration and prospectus requirements of the Securities Act of 1933. In an attempt to prevent this exemption from serving as a conduit for the flow of securities into the public securities markets, the Securities and Exchange Commission (SEC) has proposed new rules regulating the resale of securities purchased in a private offering. These proposals would alter, among other things, the existing holding period, sales limitation, and financial information requirements. This article will examine the impact of the proposed *rules on venture capital financing of …
The Shareholder's Role In Corporate Social Responsibility, Thomas H. Hay
The Shareholder's Role In Corporate Social Responsibility, Thomas H. Hay
University of Michigan Journal of Law Reform
In The Modern Corporation and Private Property, Professors Berle and Means concluded that the corporation should serve the interests of all society and not solely the interests of its shareholders. This concept was a break from traditional corporate theory and the beginning of the theory of corporate social responsibility. The purpose of this article is to assess the modem shareholder's role in the implementation of this doctrine. Because Berle was one of the first to consider the role of the shareholder in enforcing the corporation's responsibility to society, this article will begin with a brief review of his ideas …
The Public-Interest Proxy Contest: Reflections On Campaign Gm, Donald E. Schwartz
The Public-Interest Proxy Contest: Reflections On Campaign Gm, Donald E. Schwartz
Michigan Law Review
Proxy contests are generally fought for control of a corporation. The rules governing this form of corporate combat seek to provide shareholders with adequate information about the rival forces for control so that they can intelligently choose between them. The information furnished in proxy materials and discussions at annual meetings have traditionally been devoted almost entirely to subjects such as finance, production, acquisitions, and the like.