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60(1): 001 - 021 (November 2004)
This Article will argue that Sarbanes-Oxley will not prevent future Enrons as long as it is administered pursuant to a shareholder primacy norm because investors as well as corporate managers and directors need to be appropriately regulated.
Can a Board Say No When Shareholders Say Yes? Responding to Majority Vote Resolutions
60(1): 079 - 107 (November 2004)
A corporate board of directors has the ultimate responsibility for managing the affairs of the corporation, and accordingly, owes fiduciary duties of care and loyalty to the corporation and its shareholders. Directors of corporations do not generally owe fiduciary duties to creditors of the corporation. Upon insolvency or the vicinity of insolvency, however, directors’ fiduciary duties expand to include creditors. The fiduciary duties of directors are governed by state corporate law. Upon the commencement of a Chapter 11 case, directors have additional statutory duties pursuant to the Bankruptcy Code.
Collapsing Corporate Structures: Resolving Tension Between Form and Substance
A History of the Creation and Jurisdiction of Business Courts in the Last Decade
Second Report of the Select Advisory Committee on Business Reorganization
60(1): 327 - 339 (November 2004)
Every week hundreds, if not thousands, of third party legal opinions are delivered at closings for business transactions. What those opinions mean and the work lawyers are expected to do to support them has been the subject of numerous reports by this Committee, the TriBar Opinion Committee, and many state bar groups. Those reports, articles, and treatises on legal opinions have little to say about the practices law firms and law departments follow in discharging their responsibility to see that opinions are rendered (and received) in a competent and ethical manner. This Report begins an inquiry into these matters.
Changes in the Model Business Corporation Act - Proposed Amendments Relating to Chapters 1, 7, and 8
60(1): 395 - 396 (November 2004)
In this year’s Survey of the Law of Cyberspace, we continue our coverage of developments in the law driven by technological change.
60(1): 397 - 416 (November 2004)
This Article addresses the difficult issues in e-disclosure, providing a short guide to counsel for financial institutions. Counsel should be involved from the very beginning of planning the process of moving consumer financial services online. It is much easier and cheaper to build in legal compliance during web design than to go back later and try to add it.
60(1): 417 - 437 (November 2004)
This Article provides an overview of the Universal City Studios, Inc. v. Sony Corp. of America and continues with how that opinion continues to affect the law.