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Articles 31 - 60 of 152
Full-Text Articles in Business Organizations Law
The Rights Of Shareholders In Authorizing Corporate Philanthropy, John A. Pearce Ii
The Rights Of Shareholders In Authorizing Corporate Philanthropy, John A. Pearce Ii
Villanova Law Review (1956 - )
No abstract provided.
Majority-Of-The-Minority Voting And Fairness In Freeze-Out Mergers, Richard A. Booth
Majority-Of-The-Minority Voting And Fairness In Freeze-Out Mergers, Richard A. Booth
Villanova Law Review (1956 - )
No abstract provided.
A Win For The Little Guys?: Appraising Minority Shareholder Rights Under The Delaware Short-Form Merger Statute After Berger V. Pubco Corp., Nicholas Carroll
A Win For The Little Guys?: Appraising Minority Shareholder Rights Under The Delaware Short-Form Merger Statute After Berger V. Pubco Corp., Nicholas Carroll
Villanova Law Review (1956 - )
No abstract provided.
Defined By Dictum: The Geography Of Revlon-Land In Cash And Mixed Consideration Transactions, Mohsen Manesh
Defined By Dictum: The Geography Of Revlon-Land In Cash And Mixed Consideration Transactions, Mohsen Manesh
Villanova Law Review (1956 - )
No abstract provided.
Cadbury Twenty Years On, Cally Jordan
Cadbury Twenty Years On, Cally Jordan
Villanova Law Review (1956 - )
No abstract provided.
M & A Fiduciary Duties: Delaware's Murky Jurisprudence, Daniel J. Morrissey
M & A Fiduciary Duties: Delaware's Murky Jurisprudence, Daniel J. Morrissey
Villanova Law Review (1956 - )
No abstract provided.
Is United States Corporate Tax Policy Outsourcing America - A Critical Analysis Of The Proposed Tax Holiday For Trapped Cfc Earnings, Robert Bloink
Is United States Corporate Tax Policy Outsourcing America - A Critical Analysis Of The Proposed Tax Holiday For Trapped Cfc Earnings, Robert Bloink
Villanova Law Review (1956 - )
THE debate about how best to reform U.S. corporate tax policy has focused almost exclusively on making U.S. corporations more competitive globally. But the debate often glosses over tax policy's effect on the ultimate beneficiaries of corporate success and failure—U.S. corporate stakeholders. The assumption often has been that healthy, competitive U.S. corporations equal healthy stakeholders—including shareholders, employees, and the U.S. populace as a whole. However, recent economic research has brought the assumption of "trickle down" success into question. This Article suggests an alternate path focused on enhancing the competitiveness of U.S. MNCs in the global economy while enhancing the welfare …
Still Solvent: The Third Circuit Continues To Support "Deepening Insolvency" As A Viable Tort Claim In In Re Lemington Home For The Aged, Eric Kim
Villanova Law Review (1956 - )
No abstract provided.
Perfect Storms: Congressional Regulation Of Executive Compensation, Joy Sabino Mullane
Perfect Storms: Congressional Regulation Of Executive Compensation, Joy Sabino Mullane
Villanova Law Review (1956 - )
No abstract provided.
Fixing Section 409a: Legislative And Administrative Options, Gregg D. Polsky
Fixing Section 409a: Legislative And Administrative Options, Gregg D. Polsky
Villanova Law Review (1956 - )
No abstract provided.
Who Bears The Cost Of Excessive Executive Compensation (And Other Corporate Agency Costs)?, David I. Walker
Who Bears The Cost Of Excessive Executive Compensation (And Other Corporate Agency Costs)?, David I. Walker
Villanova Law Review (1956 - )
No abstract provided.
Tax's Triviality As A Pay-Reforming Device, Andrew C.W. Lund
Tax's Triviality As A Pay-Reforming Device, Andrew C.W. Lund
Villanova Law Review (1956 - )
No abstract provided.
The Use Of Federal Law To Curb Excessive Executive Compensation: Lessons In Past Failures And Lessons For The Future, Kathryn J. Kennedy
The Use Of Federal Law To Curb Excessive Executive Compensation: Lessons In Past Failures And Lessons For The Future, Kathryn J. Kennedy
Villanova Law Review (1956 - )
No abstract provided.
Bright-Line Rules And Inefficient Markets: The Third Circuit's 10b-5 Materiality Doctrine Is Ripe For Revision, Brian J. Boyle
Bright-Line Rules And Inefficient Markets: The Third Circuit's 10b-5 Materiality Doctrine Is Ripe For Revision, Brian J. Boyle
Villanova Law Review (1956 - )
No abstract provided.
Iss Recommendations And Mutual Fund Voting On Proxy Proposals, James Cotter, Alan Palmiter, Randall Thomas
Iss Recommendations And Mutual Fund Voting On Proxy Proposals, James Cotter, Alan Palmiter, Randall Thomas
Villanova Law Review (1956 - )
No abstract provided.
The Uncorporation's Domain, Larry E. Ribstein
The Uncorporation's Domain, Larry E. Ribstein
Villanova Law Review (1956 - )
No abstract provided.
Direct And Derivative Claims In Securities Fraud Litigation, Richard A. Booth
Direct And Derivative Claims In Securities Fraud Litigation, Richard A. Booth
Working Paper Series
In the typical securities fraud class action under Rule 10b-5, the plaintiff class consists of buyers who seek damages equal to the difference between the price paid for the stock during the fraud period and the lower price that prevails after corrective disclosure. The argument here is that this claim is really an amalgam of direct and derivative claims and that the derivative claims should result in recovery by the corporation for the benefit of all stockholders. There are three types of losses that arise in the typical stock-drop action. First, part of the loss may be attributable to lower …
The Economics Of Deal Risk: Allocating Risk Through Mac Clauses In Business Combination Agreements, Robert T. Miller
The Economics Of Deal Risk: Allocating Risk Through Mac Clauses In Business Combination Agreements, Robert T. Miller
Working Paper Series
In any large corporate acquisition, there is a delay between the time the parties enter into a merger agreement (the signing) and the time the merger is effected and the purchase price paid (the closing). During this period, the business of one of the parties may deteriorate. When this happens to a target company in a cash deal, or to either party in a stock-for-stock deal, the counterparty may no longer want to consummate the transaction. The primary contractual protection parties have in such situations is the merger agreement’s “material adverse change” (MAC) clause. Such clauses are heavily negotiated and …
Five Decades Of Corporation Law - From Conglomeration To Equity Compensation, Richard A. Booth
Five Decades Of Corporation Law - From Conglomeration To Equity Compensation, Richard A. Booth
Working Paper Series
This brief essay recounts developments in corporation law over the last fifty years. It begins with the rise of finance capitalism and the conglomerate corporation which was followed by the emergence of hostile takeovers in the late 1970s and 1980s. One of the key events in this saga was the February 1, 1983 decision by the Delaware Supreme Court in Weinberger v. UOP, Inc. that effectively permitted the at-will elimination of minority stockholders through cashout mergers. Takeovers were also facilitated by two major financial developments: (1) the growth of institutional investors coupled with the growing taste of diversified investors for …
The Use Of The Corporate Monitor In Sec Enforcement Actions, Jennifer O'Hare
The Use Of The Corporate Monitor In Sec Enforcement Actions, Jennifer O'Hare
Working Paper Series
This paper addresses the SEC’s recent use of the corporate monitor as ancillary relief in its enforcement actions. The corporate monitor represents the latest example of the SEC seeking to shift its enforcement responsibilities to the public companies it regulates. Focusing on the role played by the corporate monitor imposed by the SEC in its enforcement action brought against WorldCom, this paper considers some of the dangers posed by the use of the corporate monitor, such as the whether the appointment of a corporate monitor constitutes impermissible overreaching by the SEC. The paper recognizes that the corporate monitor can be …
Five Decades Of Corporation Law: From Conglomeration To Equity Compensation, Richard A. Booth
Five Decades Of Corporation Law: From Conglomeration To Equity Compensation, Richard A. Booth
Villanova Law Review (1956 - )
No abstract provided.
Retail Investor Remedies Under Rule 10b-5, Jennifer O'Hare
Retail Investor Remedies Under Rule 10b-5, Jennifer O'Hare
Working Paper Series
This paper assesses the private remedies available under Rule 10b-5 to retail investors who have been defrauded by false corporate disclosures. After comparing the treatment received by retail investors to the treatment received by institutional investors, I identify several areas in which the federal securities laws disfavor retail investors who have been defrauded by false corporate disclosures, including the creation of a two-tiered system of investor remedies for securities fraud. Institutional investors are permitted to pick and choose which law and forum offers them the most attractive chance for recovery, but retail investors typically do not have this opportunity. They …
The Citx Decision: Has The Tort Of Deepening Insolvency Gone Bankrupt, Ian T. Mahoney
The Citx Decision: Has The Tort Of Deepening Insolvency Gone Bankrupt, Ian T. Mahoney
Villanova Law Review (1956 - )
No abstract provided.
Relief In The Boardroom: How The Third Circuit's Citx Decision Weakened Deepening Insolvency As An Independent Cause Of Action, Brya M. Keilson
Relief In The Boardroom: How The Third Circuit's Citx Decision Weakened Deepening Insolvency As An Independent Cause Of Action, Brya M. Keilson
Villanova Law Review (1956 - )
No abstract provided.
The Duty To Creditors Reconsidered - Filling A Much Needed Gap In Corporation Law, Richard A. Booth
The Duty To Creditors Reconsidered - Filling A Much Needed Gap In Corporation Law, Richard A. Booth
Working Paper Series
The most fundamental question of corporation law is to whom does the board of directors of a corporation owe its fiduciary duty. Recently, the question has tended to be whether and under what circumstances the board of directors has the duty to maximize stockholder wealth. But if a corporation is insolvent (or close to it), business decisions designed to maximize stockholder wealth may result in a reduction of creditor wealth. Although the conventional wisdom is that creditors must protect themselves by contractual means, there is a substantial body of case law that says that creditors can assert claims sounding in …
Give Me Equity Or Give Me Death - The Role Of Competition And Compensation In Building Silicon Valley, Richard A. Booth
Give Me Equity Or Give Me Death - The Role Of Competition And Compensation In Building Silicon Valley, Richard A. Booth
Working Paper Series
In this essay, I argue that the preeminence of Silicon Valley as an incubator of technology companies is attributable to equity compensation. Ronald Gilson, relying on the work of AnnaLee Saxenian and others who have noted the tendency of Silicon Valley employees to job hop, has suggested that California law prohibiting the enforcement of non-compete agreements was a major factor in the rise of Silicon Valley (and the demise of Route 128). I extend this line of thought by suggesting that California employers may have relied on equity compensation as a substitute way to bind employees. I argue further that …
Capital Requirements In United States Corporation Law, Richard A. Booth
Capital Requirements In United States Corporation Law, Richard A. Booth
Working Paper Series
This paper focuses on corporation law in the United States as it relates to capital contributions and capital maintenance. In other words, the paper addresses the provisions of corporation law relating to (1) the obligation of investors to contribute to the corporation a specified amount of capital and (2) the obligation of the corporation to maintain a specified amount of capital (and not to pay it back to the stockholders in the form of dividends or payments to repurchase or redeem shares). Traditionally, the amount of capital that must be contributed to and maintained by a corporation is called the …
Death And Taxes: The Family Limited Partnership And Its Use In Estate Planning After The Third Circuit's Ruling In Estate Of Thompson V. Commissioner, Lauren E. Bishow
Death And Taxes: The Family Limited Partnership And Its Use In Estate Planning After The Third Circuit's Ruling In Estate Of Thompson V. Commissioner, Lauren E. Bishow
Villanova Law Review (1956 - )
No abstract provided.
Preemption Under The Securities Litigation Uniform Standards Act: If It Looks Like A Securities Fraud Claim And Acts Like A Securities Fraud Claim, Is It A Securities Fraud Claim?, Jennifer O'Hare
Working Paper Series
This Article addresses the removal and preemption provisions of the Securities Litigation Uniform Standards Act of 1998 (“SLUSA”). In SLUSA, Congress preempted class actions alleging “an untrue statement or omission of a material fact in connection with the purchase or sale of a covered security.” SLUSA clearly applies to preempt the typical state securities fraud action, forcing plaintiffs into federal court where they will be subject to the rigorous procedural requirements of the Private Securities Litigation Reform Act of 1995. Preemption of false corporate publicity cases was expected and, in fact, intended by SLUSA. However, many courts have also extended …
Competing Visions Of The Corporation In Catholic Social Thought, Mark A. Sargent
Competing Visions Of The Corporation In Catholic Social Thought, Mark A. Sargent
Working Paper Series
Catholic Social Thought (CST) is coherent body of principles concerning the organization of social and economic life drawing on the inspiration of natural law, Thomism, the Gospel and the tradition of Christian personalism. While valuing the creative energy of capitalism and its contributions to the production of wealth, it is often highly critical of the inequalities generated by capitalism, its tendency to promote materialistic consumerism and capital's devaluation of the dignity of work. While not easily characterizable as "right" or "left", CST thinking about corporate social responsibility and corporate governance has become split between interpretations emphasizing the importance of economic …