Business Organizations Law Commons^™

Contractarian Theory And Unilateral Bylaw Amendments, Albert H. Choi, Geeyoung Min

Ira M. Millstein Center for Global Markets and Corporate Ownership

Corporate directors have been utilizing a potent mechanism in dealing with shareholder activism and shareholder litigation: the right to unilaterally amend corporate bylaws. Directors have exercised this right, for instance, to impose various requirements on who can nominate a director or call a special shareholder meeting, or to designate an exclusive forum where the shareholders can bring suit. Based on the theory that corporate charters and bylaws constitute a “contract” between the shareholders and the corporation, courts have blessed many of the bylaws that directors have unilaterally adopted. This Article examines the contractarian theory by drawing a parallel between amending …

Bespoke Discovery, Jessica M. Erickson

Law Faculty Publications

The U.S. legal system gives contracting parties significant freedom to customize the procedures that will govern their future disputes. With forum selection clauses, parties can decide where they will litigate future disputes. With fee-shifting provisions, they can choose who will pay for these suits. And with arbitration clauses, they can make upfront decisions to opt out of the traditional legal system altogether. Parties can also waive their right to appeal, their right to a jury trial, and their right to file a class action. Bespoke procedure, in other words, is commonplace in the United States.

Far less common, however, are …

Southern States Chemical Inc., Final Order Granting Defendants' Summary Judgment, Alice D. Bonner

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.

Palm Papers, Nicole Rothwell

Capstones

The Organized Crime and Corruption Reporting Project (OCCRP) came into possession of a secret dataset of property owners of the Palm Islands, the elite high-end artificial islands on the coast of Dubai.

With over 250 neighborhoods on Dubai’s waterfront, a group of journalists around the world has been investigating who these individuals are that can afford the posh and pricey real estate. While most fall into the uber-rich category, some also have corrupt to criminal backgrounds leading to questions such as if the Palm Islands are truly a real-estate paradise, or instead a refuge for the corrupt.

The task for …

Poke Your Nose Into Your Clients' Businesses (If You Want To Understand Their Contracts), James W. Bowers

Maine Law Review

Thirty years ago Grant Gilmore argued that “Contract” was dead. This lecture, delivered as 2004 Godfrey Scholar-in-Residence at the University of Maine School of Law, considers the cause of death. Since the expired doctrines arose in a common law process, the lecture argues their demise resulted from the failings of lawyers, especially lawyers' commitment to wooden, formalist legal methods. I explore some of the reasons why lawyers became committed to these methods, and argue that even were nineteenth-century formalistic practices resurrected, modern lawyers must still be prepared to understand the potential effects business contexts might have in contract disputes and …

Souza Et Al., Amended Order Granting Defendants' Motion To Dismiss, Elizabeth E. Long

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.

Souza Et Al., Order On Plaintiffs' Motion To Compel, Elizabeth E. Long

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.

Uas Investments, Llc Order On Cross Motions For Summary Judgment, Elizabeth E. Long

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.

Uniform Commercial Acts, Samuel Williston

Dickinson Law Review (2017-Present)

No abstract provided.

Lewis V. Clarke, Summer L. Carmack

Public Land & Resources Law Review

One manner in which Indian tribes exercise their inherent sovereignty is by asserting sovereign immunity. In Lewis v. Clarke, the Court decided that the sovereign immunity extended to instrumentalities of tribes did not further extend to tribal employees acting within the scope of their employment. The Court acknowledged the concerns of the lower court, namely, the possibility of setting a precedent allowing future plaintiffs to sidestep a tribe’s sovereign immunity by suing a tribal employee in his individual capacity. However, the Supreme Court ultimately felt that the immunity of tribal employees should not exceed the immunity extended to state …

Pulte Home Corporation Order On Fourth Party Defendant Construction Materials, Inc's Consolidated Motion To Dismiss Southern Watershapes, Inc.'S Fourth Party Complaint, John J. Goger

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.

Msouth Equity Partners, Lp, Order Denying Defendant's Partial Motion To Dismiss, Elizabeth E. Long

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.

Morris Hardwick Schneider Llc Et Al. Order On Plaintiff Landcastle Title, Llc's Motion For Summary Judgment On Defendant's Counterclaim, Melvin K. Westmoreland

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.

Contracting Out Of The Fiduciary Duty Of Loyalty: An Empirical Analysis Of Corporate Opportunity Waivers, Gabriel Rauterberg, Eric Talley

Articles

For centuries, the duty of loyalty has been the hallowed centerpiece of fiduciary obligation, widely considered one of the few “mandatory” rules of corporate law. That view, however, is no longer true. Beginning in 2000, Delaware dramatically departed from tradition by granting incorporated entities a statutory right to waive a crucial part of the duty of loyalty: the corporate opportunities doctrine. Other states have since followed Delaware’s lead, similarly permitting firms to execute “corporate opportunity waivers.” Surprisingly, more than fifteen years into this reform experiment, no study has attempted to either systematically measure the corporate response to these reforms or …

Obarski Order On Defendant Elizabeth Elting's Motion To Dismiss For Lack Of Personal Jurisdiction, Melvin K. Westmoreland

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.

In Re Endochoice Holdings, Inc. Order On Motions To Dismiss, Elizabeth E. Long

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.

Glen W. Rollins Et Al Order On Defendants' Motion For Summary Judgment, Melvin K. Westmoreland

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.

Strategic Jubiliee Holdings, Llc Et Al Order On Defendants' Motion To Strike, Elizabeth E. Long

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.

Gerber Products Co. Order On Plaintiff's Motion To Compel Discovery, Alice D. Bonner

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.

Gross Endowment Trust, Llc Et Al., Order On Defendants' Motion For Summary Judgment, Alice D. Bonner

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.

Robert L. Nix Order On Motion For Attorney's Fees, John J. Goger

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.

Ainealem "Alex" Gidewon And Ag Entertainment, Inc. Order On Defendants' Second Motion For Summary Judgment, John J. Goger

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.

Drummond Financial Services Llc Et Al., Order On Discovery Disputes, John J. Goger

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.

Morris Hardwick Schneider Llc Et Al Order On Plaintiffs' Motion To Dismiss Defendant Hardwick's Counterclaims And Motions For Protective Order And Stay, Melvin K. Westmoreland

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.

Drummond Financial Services Llc Order On Defendants' Motion For Partial Stay, John J. Goger

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.

Pulte Home Corporation Order On Defendant' Choate Construction Company's Motion For Partial Summary Judgment, John J. Goger

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.

Gross Endowment Trust Llc, Roy Dickson Order On Plaintiffs' Motion To Compel Second Deposition Of Non-Party Fortress Investment Group, Llc, Alice D. Bonner

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.

Samaca, Llc, Order On Defendants' Motion To Dismiss Complaint And Compel Arbitration, Alice D. Bonner

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.

Bsl Holdings, Llc Et Al., Order On Third Party Defendants' Motion To Dismiss, Elizabeth E. Long

Superior Court of Fulton County: Metro Atlanta Business Case Division Opinions

No abstract provided.

Saying Yes: Reviewing Board Decisions To Sell Or Merge The Corporation, Franklin A. Gevurtz

Florida State University Law Review

No abstract provided.