Business Organizations Law Commons^™

Back To Open Season On American Product Ingenuity: Bonito Boats, Inc. V. Thunder Craft, Inc., 24 J. Marshall L. Rev. 209 (1990), Alex Devience Jr.

UIC Law Review

No abstract provided.

Book Review, Mark J. Loewenstein

Publications

No abstract provided.

Recent Judicial Developments In Delaware Takeover Law, Mark J. Loewenstein

Publications

No abstract provided.

Department Of Corporations, R. Ehrman

California Regulatory Law Reporter

No abstract provided.

Corporate Life After Death: Cercla Preemption Of State Corporate Dissolution Law, Audrey J. Anderson

Michigan Law Review

This Note discusses CERCLA's preemption of state corporate dissolution law. Although CERCLA contains a preemption clause intended to specify CERCLA's relationship with other laws, this clause addresses only state laws that impose stricter standards than those contained in CERCLA, and does not address state laws that, like dissolution laws, remove liability from a party otherwise liable under CERCLA. Courts, therefore, have also looked to section 107 of CERCLA, which imposes liability against specified parties "[n]notwithstanding any other provision or rule of law," to determine CERCLA's general relationship with state law. Through such an analysis, courts have agreed that CERCLA does …

Department Of Corporations, L. Lory

California Regulatory Law Reporter

No abstract provided.

Misreading The Williams Act, Lyman Johnson, David Millon

Michigan Law Review

This Article examines the emerging controversy over preemption of the most potent of recent antitakeover laws, the so-called business combination statutes recently passed by Delaware, New York, and other states, and Pennsylvania's director-approval statute. After examining the strategy employed by the states to shield these statutes from constitutional attack, we consider the issues raised by the preemption claim and the arguments currently being advanced by the SEC and others in favor of preemption. Resolving the preemption controversy requires inquiry into the original meaning and objectives of the Williams Act. We argue that this should involve attention not only to the …

Department Of Corporations, L. Lory

California Regulatory Law Reporter

No abstract provided.

Missing The Point About State Takeover Statutes, Lyman Johnson, David Millon

Michigan Law Review

In a recent article in this journal, Professor Richard Booth offers an extended appraisal of state legislation regulating hostile corporate takeovers. We think Booth's article requires comment for two reasons. The first reason is perhaps more obvious, though less interesting from our point of view. To be blunt, "unfairness" to shareholders due to coercion arising out of two-tier or partial offers simply does not occur with enough frequency to warrant a sixty-seven-page article in a major law review. According to recent congressional testimony by SEC Commissioner Cox, from 1982 to 1986 the number of two-tier offers declined from 18% of …

Department Of Corporations, L. Lory

California Regulatory Law Reporter

No abstract provided.

University Of Richmond Law Review

University of Richmond Law Review

No abstract provided.

Toward An Auction Market For Corporate Control And The Demise Of The Business Judgment Rule, Mark J. Loewenstein

Publications

No abstract provided.

Corporate Auctions And Directors' Fiduciary Duties: A Third-Generation Business Judgment Rule, Steven G. Bradbury

Michigan Law Review

This Note proposes a rationale and a methodology for applying the business judgment rule when directors resist a hostile bid during the auction phase of a control contest. Part I examines the changes that occur in the responsibilities of target directors when a corporate auction is initiated. This Part describes the Unocal business judgment rule test and discusses its usefulness in the auction phase of a takeover. While the test requires modification if it is to complement effectively the auction-phase duties announced in Revlon, this Part suggests that the business judgment rule continues to be relevant and important during …

Department Of Corporations, L. Lory

California Regulatory Law Reporter

No abstract provided.

Federal Chartering Revisited, Donald E. Schwartz

University of Michigan Journal of Law Reform

The protections that corporation law provided to shareholders and to our economic community against the excesses and complacency of corporate directors and managers have undergone a general weakening. Although it is uncertain whether the ALI can accomplish effective and meaningful reforms, this effort may be the most important attempt by the corporate community to reform itself.

Department Of Corporations, K. Gleason Huss

California Regulatory Law Reporter

No abstract provided.

The Promise Of State Takeover Statutes, Richard A. Booth

Michigan Law Review

The purpose of this article is, first, to describe the problems associated with two-tier tender offers and the closely related, and perhaps still more coercive, partial tender offer. Second, the article will address the natural question why such offers have not already been banned, suggesting a better view of what coercion means in the context of a tender offer. Third, the article will offer a management-oriented view of coercion, explaining the legitimate interests of managers (and other groups) in resisting takeovers, as well as how greenmail and poison pills, though subject to abuse, can be used quite properly to combat …

Department Of Corporations, K. Gleason Huss

California Regulatory Law Reporter

No abstract provided.

Finding The Lost Volume Seller: Two Independent Sales Deserve Two Profits Under Illinois Law, 22 J. Marshall L. Rev. 363 (1988), Jerald B. Holisky

UIC Law Review

No abstract provided.

Duldulao V. St. Mary Of Nazareth Hospital Center: Illinois Recognizes Handbook Exception To At Will Employment Relationship, 21 J. Marshall L. Rev. 657 (1988), Jill P. O'Brien

UIC Law Review

No abstract provided.

Department Of Corporations, K. Gleason Huss

California Regulatory Law Reporter

No abstract provided.

Department Of Corporations, J. Stahl, S. Strand

California Regulatory Law Reporter

No abstract provided.

Recent Developments Concerning The Duty Of Care, The Duty Of Loyalty, And The Business Judgment Rule, Patricia A. Daniel

Vanderbilt Law Review

The judiciary faces a difficult task in attempting to define the proper standards of conduct for corporate directors and officers. Although courts have enunciated various standards, the prevailing theme has been that corporate directors and officers are fiduciaries who have a "distinct legal relationship" with the corporation and its shareholders. As fiduciaries, directors and officers must con-form to the duty of care and the duty of loyalty. The business judgment rule, which creates a presumption of propriety for directors' and officers' substantive business decisions, developed concurrently with these duties. Several recent court decisions concerning corporate director and officer liability appear …

Illinois' New Second Generation, Second Step Takeover Amendment: Continuing The Trend Of States' Takeover Regulations, 21 J. Marshall L. Rev. 87 (1987), Valerie Ann Hall

UIC Law Review

No abstract provided.

Poison Pill: A Panacea For The Hostile Corporate Takeover, 21 J. Marshall L. Rev. 107 (1987), Robert C. Micheletto

UIC Law Review

No abstract provided.

California Federal Savings & (And) Loan Association V. Guerra: Supreme Court Affirms California's Efforts To Accommodate Pregnancy In Fair Employment Laws, 21 J. Marshall L. Rev. 181 (1987), Judith Gallo

UIC Law Review

No abstract provided.

Department Of Corporations, J. Stahl, S. Strand

California Regulatory Law Reporter

No abstract provided.

Herbester V. North American Company For Life And Health Insurance: Attorney's Retaliatory Discharge Action Unjustly Dismissed, 21 J. Marshall L. Rev. 215 (1987), Dennis M. Nolan

UIC Law Review

No abstract provided.

The Close Corporation Under Ohio Law, Forrest B. Weinberg

Cleveland State Law Review

Section 1701.591 of the Ohio Revised Code is Ohio's close corporation law. It provides, through the use of a "close corporation agreement," the mechanism, first, for implementing unprecedented informality in the functioning of a close corporation and, second, for establishing a legal relationship among the shareholders that is essentially the same as that provided by law for members of a partnership. The new law will have the major impact it deserves only as the result of initiative taken by Ohio attorneys engaged in the formation and ongoing representation of close corporations. It is hoped that this article will help motivate …

Limiting Directors' Duty Of Care Liability: An Analysis Of Delaware's Charter Amendment Approach, Craig W. Hammond

University of Michigan Journal of Law Reform

This Note explores the corporate law principles guiding the amendment of section 102(b)(7) and considers what effects this statute will have on the investor-director relationship. The Note focuses on whether this reform measure excessively protects directors at the expense of shareholders.

Part I analyzes the neoclassical economic view of the contractual relationship between stockholders and management that serves as the theoretical justification of section 102(b)(7). Part II proposes a modification of the Delaware statute that would provide for periodic shareholder review of charter amendments limiting liability.