Open Access. Powered by Scholars. Published by Universities.®

Business Organizations Law Commons™

Open Access. Powered by Scholars. Published by Universities.®

1995

Discipline
Institution
Keyword
Publication
Publication Type

Articles 91 - 104 of 104

Full-Text Articles in Business Organizations Law

Fiduciary Duty Of Directors In Takeover Setting, Ladda Woravitlikit Jan 1995

Fiduciary Duty Of Directors In Takeover Setting, Ladda Woravitlikit

LLM Theses and Essays

Often, an outsider will purchase a block of shares in a target corporation and then formally announce an intention to take over the corporation with a tender offer. The motivation and various techniques that can be used to achieve such a takeover are explored in this paper. In this setting, the directors of the target corporation usually reject the outsider’s offer in an effort to keep the corporate entity and their positions. The target’s directors claim the business judgment rule protects their decision. This assertion is reviewed by the author along with other defensive tactics used by the target’s directors …


Civil Liability For Damage Caused To The Environment By Hazardous Waste: Lessons For The European Union From The Us Experience, Artemis Hatzi-Hull Jan 1995

Civil Liability For Damage Caused To The Environment By Hazardous Waste: Lessons For The European Union From The Us Experience, Artemis Hatzi-Hull

LLM Theses and Essays

As environmental awareness has surged over the last two decades, environmental law has rapidly developed. In both agricultural and industrial countries, the environment is a sensitive and vital area where substantial economic interests are at stake. In the United States, many social, political, and economic reasons have spawned rapid expansion of environmental law. Congress has enacted numerous statutes and empowered federal agencies, primarily the Environmental Protection Agency (EPA), to adopt standards and enforce these new laws. A decade ago, environmental liability was not a major concern for US businesses and was rarely dealt with in commercial contracts. However, the situation …


International Arbitration And Procedures To Enforce Awards In The Relationship Between The United States And Germany, Michael Kronenburg Jan 1995

International Arbitration And Procedures To Enforce Awards In The Relationship Between The United States And Germany, Michael Kronenburg

LLM Theses and Essays

Arbitration has long been regarded as a process that combines finality of decision with speed, low expense, and flexibility in solving problems. For these reasons, arbitration is often favored over litigation for dispute resolution. Particularly in international cases, a businessman may avoid litigation in a foreign country for various reasons: he may be unfamiliar with the proceedings; he may be afraid to find a “forum hostile” because of the different legal and cultural background of the judges; and he may wish to avoid the uncertainty concerning the law arising from the contract. Arbitration proceedings have been held constitutional by the …


Squeeze-Outs And Freeze-Outs In Limited Liability Companies, Franklin A. Gevurtz Jan 1995

Squeeze-Outs And Freeze-Outs In Limited Liability Companies, Franklin A. Gevurtz

McGeorge School of Law Scholarly Articles

No abstract provided.


New Capital For Bankruptcy Reorganizations: It's The Amount That Counts,, Charles Adams Jan 1995

New Capital For Bankruptcy Reorganizations: It's The Amount That Counts,, Charles Adams

Articles, Chapters in Books and Other Contributions to Scholarly Works

No abstract provided.


Organizational Ethos And Corporate Criminal Liability, Henry J. Amoroso Jan 1995

Organizational Ethos And Corporate Criminal Liability, Henry J. Amoroso

Campbell Law Review

The quintessential principal of corporate governance is that the corporation's business should be conducted in order to enhance corporate profit and shareholder gain. Traditionally, corporations have been required to act within the boundaries established by the law and have been permitted to take into account ethical considerations that are reasonably regarded as appropriate for the conduct of the business. Professor Amoroso canvasses the case law and literature addressing the standard of corporate criminal liability and hypothesizes that the recently enacted Chapter Eight of the Federal Sentencing Guidelines will ensure that organizationale thics will assume a more significant role in the …


How The Uniform Partnership Act Determines Ultimate Liability For A Claim Against A General Partnership And Provides For The Settling Of Accounts Between Partners, Russell C. Smith Jan 1995

How The Uniform Partnership Act Determines Ultimate Liability For A Claim Against A General Partnership And Provides For The Settling Of Accounts Between Partners, Russell C. Smith

Campbell Law Review

No abstract provided.


Business Combination Antitakeover Statutes, The Unintended Repudiation Of The Internal Affairs Doctrine, And Constitutional Constraints On Choice Of Law, Robert E. Suggs Jan 1995

Business Combination Antitakeover Statutes, The Unintended Repudiation Of The Internal Affairs Doctrine, And Constitutional Constraints On Choice Of Law, Robert E. Suggs

Faculty Scholarship

This article examines the constitutional validity of business combination antitakeover statutes. Delaware and other important corporate law jurisdictions enacted these statutes during the 1980s to inhibit hostile leveraged corporate takeovers and protect incumbent managements. These statutes work by prohibiting transactions which enable a hostile acquirer with a mere majority of target stock to sell target assets for cash and retain all the cash to service acquisition debt while paying off with securities the minority shareholders' interest in the assets sold. This allows the takeover to be financed with the assets acquired. Analyzing the structural operation of these statutes in greater …


The Mythology Of Article 9, Robert E. Scott Jan 1995

The Mythology Of Article 9, Robert E. Scott

Faculty Scholarship

Debt Collection as Rent Seeking marks an important moment in contemporary jurisprudence: the transformation of David Carlson from trenchant, fire-in-the-belly, no-holds-barred critic to abstract-modeling, implausible-assuming, game-theorizing, law and economics maven. On that basis alone, it is a great read.


Fringe Firms And Incentives To Innovate, Jonathan Baker Jan 1995

Fringe Firms And Incentives To Innovate, Jonathan Baker

Scholarly Articles in Law Reviews & Journals

No abstract provided.


Is Unlimited Liability Really Unattainable: Of Long Arms And Short Sales, Mark R. Patterson Jan 1995

Is Unlimited Liability Really Unattainable: Of Long Arms And Short Sales, Mark R. Patterson

Faculty Scholarship

Unlimited shareholder liability would radically change the way we look at corporations. In an unlimited-liability world, one part at least of the veil between corporation and shareholder would no longer exist. As a result, the relationship between corporation and shareholder would be, both in law and in fact,much closer than it is currently. The two parts of this change-the legal and the factual-would reinforce each other. The legal change would be reflected in court decisions enforcing unlimited liability Regardless of the exact contours that decisions in this area took initially, there would be at least some shareholders-mutual funds, for example--whom …


Re-Engineering Corporate Disclosure: The Coming Debate Over Company Registration, John C. Coffee Jr. Jan 1995

Re-Engineering Corporate Disclosure: The Coming Debate Over Company Registration, John C. Coffee Jr.

Faculty Scholarship

Statutory obsolescence is the fate of all legislation. At some point in the natural "life cycle" of any statute, courts tend to move from purposive statutory construction, focused on the actual legislative intent, to greater deference towards administrative expertise as they implicitly recognize that the original legislative intent no longer fits the contemporary institutional landscape. Given that the federal securities laws were passed during the 1930s, they have now entered the geriatric zone where their possible obsolescence must be considered. Some academics have already called for the SEC's elimination on precisely this basis. Practitioners complain about the "metaphysical" and "hypertechnical" …


The Limited Liability Company Experiment: Unlimited Flexibility, Uncertain Role, Wayne M. Gazur Jan 1995

The Limited Liability Company Experiment: Unlimited Flexibility, Uncertain Role, Wayne M. Gazur

Publications

No abstract provided.


Foreword, J. Dennis Hynes Jan 1995

Foreword, J. Dennis Hynes

Publications

No abstract provided.