ABSTRACT

Background

Both disputants – states and investors – as well as stakeholders have mounted strong criticisms of investor-state arbitration. Such criticisms could provoke a broad range of reactions among the system‟s various stakeholders. At one end of the spectrum, one could react...   MORE>>

“[S]tockholders in the close corporation owe one another substantially the same fiduciary duty in the operation of the enterprise that partners owe to one another. In our previous decisions we have defined the standard of duty owed by partners to one another as the ‘utmost good faith and loyalty...   MORE>>

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How should Delaware position its corporations statute to maintain the First State's preeminence in corporate law, which it has enjoyed throughout the four decades since the last comprehensive revision of the statute? This article suggests Delaware is vulnerable in a way that was not part...   MORE>>

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The General Assembly should amend the Delaware General Corporation Law to eliminate the contemporaneous ownership requirement for derivative actions from section 327. The rule is incoherent and ill-suited to each of the purposes advanced to support it. The rule is also unnecessary, as de...   MORE>>

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This article questions the validity of stockholder-proposed bylaws that attempt to limit the managerial power of boards of directors of Delaware corporations. The authors conclude that certain bylaw proposals violate both the letter and spirit of Delaware corporation law because they wou...   MORE>>

ABSTRACT

Smith v. Van Gorkom (Van Gorkom) is possibly the most famous corporate law case ever decided by the Delaware Supreme Court. The enduring legacy of Van Gorkom is the understanding that corporate directors should not be held financially liable for corporate board decisions that lack due ca...   MORE>>

ABSTRACT

This article is about the duty of corporate directors to obey the law and how shareholders can hold boards accountable for their illegal acts. It is based on an assumption that there are situations in which it is rational, strictly from a profit-maximizing standpoint, for companies to vi...   MORE>>

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This article analyzes how shareholder protection has developed in twenty countries from 1995 to 2005. In contrast to traditional legal research, it draws on a quantitative methodology to law (called leximetrics or numerical comparative law). This methodology reveals that in most countrie...   MORE>>

ABSTRACT

One of the most dynamic and complex new investment vehicles on the market today is the exchange-traded fund (ETF), a security that provides the diversification of a mutual fund but trades on a securities exchange like a stock. In just fifteen years, the number of ETFs has proliferated to...   MORE>>

ABSTRACT

This article argues that a strong or rather mechanical equal treatment rule in share repurchases, distributions in kind, or capital reductions is not efficient. An economic analysis of the law shows that disparate treatment of shareholders may increase shareholders' overall welfare. Disp...   MORE>>