Law Commons^™

Safe Harbor For Officer Reliance: Comparing The Approaches Of The Model Business Corporation Act And Delaware’S General Corporation Law, R. Franklin Balotti, Megan W. Shaner

Law and Contemporary Problems

Balotti and Shaner discuss the duties of and potential for imposing liability on corporate officers. The fiduciary duties of officers is addressed, in differing degrees, under Delaware law, the law frequently applied to corporate-governance disputes, and under the Model Business Corporation Act (MBCA). In discharging their fiduciary duties, directors under both the MBCA and the General Corporation Law are generally protected from personal liability if, in making business decisions, they reasonably rely on the reports and records of officers, employees, advisors, and experts of the corporation.

Disclosure Provisions Of The Model Business Corporation Act, Stanley Keller

Law and Contemporary Problems

Keller discusses the "duty of disclosure" provision of the Model Business Corporation Act (MBCA). The development of disclosure requirements through decisional law rather than through statutory prescriptions highlights the important question of when corporate law should be codified legislatively and when it should be left to case-by-case judicial development. The American Bar Association's Committee on Corporate Laws ("the Committee") confronted this question when considering disclosure requirements as part of its continuing evaluation of the MBCA.

Director Confidentiality, Cyril Moscow

Law and Contemporary Problems

The Corporate Directors Guidebook contains the bare proposition that a director must keep confidential all matters involving the corporation that have not been disclosed to the public. Moscow explores the need to modify the flat recitation of a rule of director confidentiality in light of the limited authority for a blanket restriction, and the necessary exceptions in the business contexts in which the issue arises. In particular, many situations do not involve damage to the corporation, or there is express or implied consent to the sharing of information.

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.

An Appraisal Of The Model Business Corporation Act’S Appraisal Rights Provisions, Mary Siegel

Law and Contemporary Problems

Siegel examines four fundamental differences between the Delaware General Corporation Law and the Model Business Corporation Act (MBCA). In the area of shareholder appraisal rights, the two statutes are diametrically opposed on many key elements. Most notably, MBCA chapter 13 on appraisal rights differs from Delaware's statutory appraisal provisions in four fundamental respects: 1. events that will trigger a shareholder's right to demand appraisal, 2. timing of the corporation's payment to shareholders demanding appraisal rights, 3. allocation of court costs and shareholder expenses, and 4. whether the market-out exception to appraisal rights is limited only to appraisal-triggering transactions that are …

The Case For Iterative Statutory Reform: Appraisal And The Model Business Corporation Act , Robert B. Thompson

Law and Contemporary Problems

Appraisal may be the Model Business Corporation Act's (MBCA) most distinctive and creative corporate law product in its sixty year history. Through a series of changes, beginning in the late 1970s and early 1980s, and continuing through revisions in 1999 and 2006, the MBCA has shown the value that can come from an ongoing revision process of corporate law. Thompson examines the challenges that have long plagued appraisal statutes, and then evaluating the product that has resulted from the MBCA approach.

Journal Staff

Law and Contemporary Problems

No abstract provided.

Transnational Class Actions And The Illusory Search For Res Judicata, Tanya J. Monestier

Journal Articles

The transnational class action—a class action in which a portion of the class consists of non-U.S. claimants—is here to stay. Defendants typically resist the certification of transnational class actions on the basis that such actions provide no assurance of finality for a defendant, as it will always be possible for a non-U.S. class member to initiate subsequent proceedings in a foreign court. In response to this concern, many U.S. courts will analyze whether the “home” courts of the foreign class members would accord res judicata effect to an eventual U.S. judgment prior to certifying a U.S. class action containing foreign …

Balance Of Silence: Weighing The Right To Remain Silent Against The Right Of Access To Florida Civil Courts, Matthew C. Lucas

University of Florida Journal of Law & Public Policy

No abstract provided.

The Fifth Freedom: The Constitutional Duty To Provide Public Education, Areto A. Imoukhuede

University of Florida Journal of Law & Public Policy

No abstract provided.

Remarks On Dealing With Conflict In The Courts And In The Media: Dedication Of The Martin H. Levin Advocacy Center Courtroom, David Westin

University of Florida Journal of Law & Public Policy

No abstract provided.

Lowering Values: The Federal Estate Tax And The American Farmer, Alicia Leanne Taylor

University of Florida Journal of Law & Public Policy

No abstract provided.

Gulf Coast Blowout: How The Bp Oil Spill Is Corroding Communities And What Attorneys & Policymakers Must Do To Stop It, Fay Pappas

University of Florida Journal of Law & Public Policy

No abstract provided.

Reforming Intestate Inheritance For Stepchildren And Stepparents, Terin Barbas Cremer

Cardozo Journal of Equal Rights & Social Justice

The article advocates for reforming intestate inheritance laws to better address the needs of blended families, particularly stepchildren and stepparents, arguing that current laws fail to reflect the prevalence of such families. It proposes a factors test to determine inheritance rights based on the quality of the stepparent-stepchild relationship, aiming to align legal frameworks with modern family dynamics and better effectuate the decedent's intent.

The Enforceability Of Exacted Conservation Easements, Jessica Owley

Articles

No abstract provided.

Applying The Narrow Proportionality Principle To Juvenile Offenders, Daniel Cardenal

University of Florida Journal of Law & Public Policy

No abstract provided.

Perry V. Schwarzenegger: A Judicial Attack On Traditional Marriage, Chad M. Muir

University of Florida Journal of Law & Public Policy

No abstract provided.

Killing The Messenger: The Intersection Between Sex Trafficking, Planned Parenthood & The Marginalization Of Youth Victims, Sarah Primrose

University of Florida Journal of Law & Public Policy

No abstract provided.

Closing The Kitchen? Digensting The Impact Of The Federal Menu Labeling Law In The Affordable Care Act, Lauren Slive

University of Florida Journal of Law & Public Policy

No abstract provided.

Introduction, The .Xxx Factor, Rita Rodin Johnston

Cardozo Arts & Entertainment Law Journal

No abstract provided.

Adult Websites And The Top-Level Domain Debate: Icann's Adoption Of .Xxx Dras Adult-Industry Ire, Robert D. Richards, Clay Calvert

Cardozo Arts & Entertainment Law Journal

No abstract provided.

The Association Of Adult Businesses With Secondary Effects: Legal Doctrine Social Theory, And Empirical Evidence, Alan C. Weinstein, Richard Mccleary

Cardozo Arts & Entertainment Law Journal

No abstract provided.

Culture, Creativity, & Copyright, David A. Simon

Cardozo Arts & Entertainment Law Journal

Recent literature in copyright law has attacked the traditional theory that economic incentives motivate people to create. Although the onslaught of criticism has come from different directions, it all shares a similar goal. to move copyright law in a direction that reflects actual creative processes and motivations. This Article adds to and diverts from these accounts, arguing that creativity may be a product of memes: units of culture, analogous to genes, that replicate by human imitation.

A memetic theory of creativity focuses on memes as the reference point for thinking about creativity. Under this view, the creator is a brain …

Joining Or Changing The Conversation - Catholic Social Thought And Intellectual Property, Frank Pasquale

Faculty Scholarship

No abstract provided.

Nonbelievers, Nelson Tebbe

Faculty Scholarship

No abstract provided.

Citizens United, Stevens And Humanitarian Law Project: First Amendment Rules And Standards In Three Acts, William D. Araiza

Faculty Scholarship

No abstract provided.

The New Second Circuit Local Rules: Anatomy And Commentary, Jodi Balsam

Faculty Scholarship

No abstract provided.

Dangerous Psychopaths: Criminally Responsible But Not Morally Responsible, Subject To Criminal Punishment And To Preventive Detention, Ken M. Levy

Journal Articles

How should we judge psychopaths, both morally and in the criminal justice system? This Article will argue that psychopaths are generally not morally responsible for their bad acts simply because they cannot understand, and therefore be guided by, moral reasons.

Scholars and lawyers who endorse the same conclusion automatically tend to infer from this premise that psychopaths should not be held criminally punishable for their criminal acts. These scholars and lawyers are making this assumption (that just criminal punishment requires moral responsibility) on the basis of one of two deeper assumptions: that either criminal punishment directly requires moral responsibility or …

What Is In Gina's Genes? The Curious Case Of The Mutant-Hybrid Employment Law, William R. Corbett

Journal Articles

No abstract provided.

"The More Things Change,…": Reflections On The Stasis Of Labor Law In The United States, William R. Corbett

Journal Articles

No abstract provided.