I. The Swerve to the Right … A. The Vetting of Substantive Content from Corporate Statutes ... B. The Rationale: Reliance On Fiduciary Duty ... C. Gutting Fiduciary Duty: The Committee on Corporate Laws\u27s Subchapter F and Directors\u27 Conflicting Interest Transactions ... 1. Origin of Fairness as the Talisman ... 2. Rationale for Reform ... 3. Model Act Chapter 8, Subchapter F—Gutting the Duty of Loyalty ... D. Demise of the Duty of Care ... E. The Ultimate Death of the Derivative Action: The Committee on Corporate Laws Universal Demand Requirement ... 1. The Advent of the Special Litigation Committee Device ... 2. Zapata and a Partial Retreat by State Supreme Courts ... 3. The True Death Knell for the Derivative Action—Background o...
The shareholder derivative suit today faces extinction. Long considered the chief regulator of corp...
There are many lessons to be drawn from the sweep of history. In law, the compelling story repeatedl...
The inherent conflict between creditors and shareholders has long occupied courts and commentators i...
A toast to the Model Business Corporation Act (MBCA), and especially its forefathers, on its 60th Bi...
I. The Swerve to the Right … A. The Vetting of Substantive Content from Corporate Statutes ... B. Th...
Corporate law has become unnecessarily complicated. Despite the proliferation of laws, problems fest...
The modern corporation by its nature creates interdependencies with a variety of groups with whom th...
The Act requires demand on the corporation for a shareholder derivative action. The standard of car...
The Committee on Corporate Laws of the Business Section of the American Bar Association recently ado...
The corporate governance landscape is much different than a generation ago. Independent directors no...
The American Bar Association has adopted a new model director conflict of interest statute based on ...
Surely, corporate managers themselves, who must operate within the broader law of business, are awar...
Corporate law scholarship has long debated the extent to which corporate law rules are default or ma...
Courts love the so-called business judgment rule. It dispenses quickly and easily with derivative ac...
This Article reconsiders the dominant account of corporate law’s duty of loyalty, which asserts that...
The shareholder derivative suit today faces extinction. Long considered the chief regulator of corp...
There are many lessons to be drawn from the sweep of history. In law, the compelling story repeatedl...
The inherent conflict between creditors and shareholders has long occupied courts and commentators i...
A toast to the Model Business Corporation Act (MBCA), and especially its forefathers, on its 60th Bi...
I. The Swerve to the Right … A. The Vetting of Substantive Content from Corporate Statutes ... B. Th...
Corporate law has become unnecessarily complicated. Despite the proliferation of laws, problems fest...
The modern corporation by its nature creates interdependencies with a variety of groups with whom th...
The Act requires demand on the corporation for a shareholder derivative action. The standard of car...
The Committee on Corporate Laws of the Business Section of the American Bar Association recently ado...
The corporate governance landscape is much different than a generation ago. Independent directors no...
The American Bar Association has adopted a new model director conflict of interest statute based on ...
Surely, corporate managers themselves, who must operate within the broader law of business, are awar...
Corporate law scholarship has long debated the extent to which corporate law rules are default or ma...
Courts love the so-called business judgment rule. It dispenses quickly and easily with derivative ac...
This Article reconsiders the dominant account of corporate law’s duty of loyalty, which asserts that...
The shareholder derivative suit today faces extinction. Long considered the chief regulator of corp...
There are many lessons to be drawn from the sweep of history. In law, the compelling story repeatedl...
The inherent conflict between creditors and shareholders has long occupied courts and commentators i...