Business Organizations Law Commons^™

The Past, Present, And Likely Future Of Shareholder Arbitration, Mohsen Manesh

Villanova Law Review (1956 - )

No abstract provided.

Living In The Past: The Corporate Practice Of Medicine Doctrine’S Misguided Revival In An Era Of Private Equity, John Palmer

Villanova Law Review (1956 - )

No abstract provided.

Inheriting The Mess: How Cercla Successor Liability Shapes The Landscape For Asset Purchase Deals, Liam N. Hudson

Villanova Environmental Law Journal (1991 - )

No abstract provided.

Will Systematic Stewardship Save The Planet?, Zohar Goshen, Assaf Hamdani

Villanova Law Review (1956 - )

No abstract provided.

Get Your Act Together: The Alternative Fines Act In Federal Prosecutions Of Corporate Environmental Crimes, Josiah B. Harmar

Villanova Environmental Law Journal (1991 - )

No abstract provided.

Super Sizing Caremark: The Delaware Court Of Chancery Allows For Broader Reaching Liability For Esg Failures In Mcdonald's, Tara Mcbride

Villanova Law Review (1956 - )

No abstract provided.

Simeone V. Walt Disney Company: How “The Magic Kingdom Of Woke Corporatism” Found Protection In Delaware Court Under 8 Del. C. § 220, Lauren Getman

Villanova Law Review (1956 - )

No abstract provided.

Continuing Education For Directors Of Public Companies, Jennifer O'Hare

Faculty Publications

Directors of public companies are responsible for overseeing complex organizations in a rapidly changing business environment, but they are not required to engage in continuing education. This creates a danger that directors will not have the knowledge they need to meet the significant demands of overseeing public companies. To address this, public companies should adopt mandatory continuing education policies for their boards, and the Securities and Exchange Commission should require public companies to disclose basic information about their continuing education programs in their proxy statements.

This is the first scholarly article to address the issue of mandatory continuing education for …

The Fiduciary Duty Of Dissent, Joseph W. Yockey

Villanova Law Review (1956 - )

No abstract provided.

Accept All Cookies: Opting-In To A Comprehensive Federal Data Privacy Framework And Opting-Out Of A Disparate State Regulatory Regime, Lauren A. Di Lella

Villanova Law Review (1956 - )

No abstract provided.

The Mechanics Of Share Repurchases Or How I Stopped Worrying And Learned To Love Stock Buybacks, Richard A. Booth

Faculty Publications

Stock repurchases by issuing corporations have always been controversial. They have become even more so recently because of the perception that the excess funds used to finance them have come from tax cuts and other sources (such as government bailouts) that were intended to stimulate reinvestment or enhanced wages and benefits for workers. As a result, critics have proposed amendments to tax law that discourage buybacks (and possibly dividends as well). The theory is that the benefits of such distributions go mostly to executives (who are compensated in large part with equity) and to already wealthy stockholders. The controversy is …

In Re Weinstein Company Holdings Llc: An Overly Systematic Approach To Executory Contracts Limits Much-Needed Flexibility, Thomas Hauk, Andrew Schwartz

Villanova Law Review (1956 - )

No abstract provided.

Corporate Governance Guidelines: How To Improve Disclosure And Promote Better Corporate Governance In Public Companies, Jennifer O'Hare

Faculty Publications

If you are a shareholder of a public corporation, you may think it would be easy to find basic information about your shareholder rights, such as whether shareholders have the right to call special stockholder meetings. You would probably assume that the information would be disclosed in the company’s “Corporate Governance Guidelines,” (CGGs) which, according to a New York Stock Exchange (NYSE) rule, must be posted on the company’s website for shareholder review. But, as this article shows, companies are not required to disclose information about shareholder rights in their corporate governance guidelines, and most companies have chosen not to …

Don't Get Burned: Why The De-Spac Transaction Must Be Excluded From The Pslra's Safe Harbor Provision For Forward-Looking Statements, Jean-Claire Perini

Villanova Law Review (1956 - )

No abstract provided.

Don't Forget The "G" In Esg: The Sec And Corporate Governance Disclosure, Jennifer O'Hare

Faculty Publications

For years, many shareholders—both institutional and individual investors—have pressured the Securities and Exchange Commission (“SEC”) to require public companies to disclose more information about the environmental, social, and governance (“ESG”) risks facing the company. However, the SEC has generally refused calls to require public corporations to disclose, for example, how they are addressing climate change or workforce diversity challenges. With a new president in the White House and a new administration at the SEC, the SEC will soon propose new ESG disclosure rules, requiring more information about the “E” and the “S” in ESG. But the SEC has forgotten the …

The Sec's Ice-Cold Take On Climate Disclosure: Is The 2010 Interpretive Climate Guidance Working?, Patrick Dunbar

Villanova Environmental Law Journal (1991 - )

No abstract provided.

What’S A Nice Company Like Goldman Sachs Doing In The Supreme Court? How Securities Fraud Class Actions Rip Off Ordinary Investors–And What To Do About It, Richard A. Booth

Villanova Law Review (1956 - )

No abstract provided.

Protecting The Throne: The Third Circuit's Decision To Preserve Sovereign Immunity In Gentile V. Sec, Ryan Brady, John Reid

Villanova Law Review (1956 - )

No abstract provided.

A New Kind Of Pitch: The Rise Of Sports Dedicated Private Equity Funds And The Future Of The Single Entity Defense, Chase Browndorf

Jeffrey S. Moorad Sports Law Journal (1994 - )

No abstract provided.

A Purpose-Based Theory Of Corporate Law, Asaf Raz

Villanova Law Review (1956 - )

No abstract provided.

Corporate Governance And The Cult Of Agency, J.B. Heaton

Villanova Law Review (1956 - )

No abstract provided.

Private Ordering And Improving Information Flow To The Board Of Directors: The Duty To Inform Bylaw, Jennifer O'Hare

Faculty Publications

It seems that almost every day there is another report of a corporate scandal at a public company. Whether the scandal involves sexual harassment by senior management or widespread illegal conduct by employees, the first question asked by investors and the media is usually, “Where was the board?” And the board’s response is almost always, “We didn’t know.” Directors of public companies rely on officers to provide the information the board needs to manage the corporation, but, strangely enough, officers may not even be legally required to provide information to the board. The Delaware General Corporation Law is silent on …

Hitting Rewind: The Supreme Court Of Pennsylvania In Trust Under Agreement Of Taylor Signals A Move Away From Modern Developments Of Trust Law By Requiring More Stringent Standards For Corporate Trustee Removal, Ryan J. Ahrens

Villanova Law Review (1956 - )

No abstract provided.

Get Back: The Delaware Supreme Court Discourages Appraisal Arbitrage In Dfc Global Corporation V. Muirfield Value Partners, L.P., Abraham Schneider

Villanova Law Review (1956 - )

No abstract provided.

If You Climb Into Bed With Your Business Partner, The Court Might Climb In, Too: The Delaware Supreme Court's Cautionary Tale Of Acrimonious Engagement And Corporate Deadlock In Shawe V. Elting, Lauren G. Debona

Villanova Law Review (1956 - )

No abstract provided.

When Social Enterprises Fail, Jonathan Brown

Villanova Law Review (1956 - )

No abstract provided.

Close Encounters With Piercing The Corporate Veil, Richard A. Booth

Villanova Law Review (1956 - )

No abstract provided.

Contractual Mechanisms Of Investor Protection In Non-Listed Limited Liability Companies, Suren Gomstian

Villanova Law Review (1956 - )

No abstract provided.

A Wolf In Sheep's Clothing: Unocal And The Defensive Mechanism Hidden In Corporate Benefit Purpose, Sean W. Brownridge

Villanova Law Review (1956 - )

No abstract provided.

An "Officer" And A G[Old]Man: The Third Circuit Finds Ambiguous Corporate Titles Jeopardize Right To Advancement Under Delaware Law In Aleynikov V. Goldman Sachs Group, Inc., Carina M. Meleca

Villanova Law Review (1956 - )

No abstract provided.