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60(4): 1303 - 1367 (August 2005)
The longstanding mutual fund disclosure system essentially assumes that a mutual fund is essentially no different from a corporation. The author suggests that the use of the public corporation model is not appropriate. The disclosure philosophy, the firm-specific focus, and the disclosure framework need to be reconsidered in light of the fundamentally different nature of the mutual fund.
60(4): 1369 - 1382 (August 2005)
The author recounts his article from 25 years ago. He then considers recent developments in area of corporate law and how his article from a quarter century ago may be rekindled.
When the Existing Economic Order Deserves a Champion: The Enduring Relevance of Martin Lipton's Vision of the Corporate Law
60(4): 1399 - 1417 (August 2005)
Twenty-five years ago Martin Lipton published Takeover Bids in the Target’s Boardroom. At the time he wrote, almost none of the now familiar takeover jurisprudence had been decided. Delaware, as well as other state and federal courts, were struggling to articulate a standard of review which balanced concerns about a board’s independence when faced with a takeover with the more traditional deference to director’s decision-making authority. Mr. Lipton argued that a target’s board – as opposed to its shareholders – should have primacy in responding to a takeover bid. Five years later, in Unocal Corp. v. Mesa Petroleum Co., the Delaware Supreme Court announced the legal standard that would govern target directors of Delaware corporations in the takeover context. With Unocal, Delaware takeover law gained a series of principles which in many respects form the bedrock of modern takeover jurisprudence. This article investigates how Lipton’s article influenced Delaware’s approach to takeover law.
Takeovers in the Boardroom: Burke Versus Schumpeter
Takeovers in the Ivory Tower: How Academics Are Learning Martin Lipton May Be Right
M&A Today - Practical Thoughts for Directors and Deal-Makers
Delaware Alternative Entities and the Implied Contractual Covenant of Good Faith and Fair Dealing Under Delaware Law
Electronic Record and Electronic Signature Rules Preserve Existing Focus of the Law on Content, Not Medium of Recorded Land Title Instruments
Derivatives in Bankruptcy
60(4): 1547 - 1576 (August 2005)
This Article seeks to ascertain the Supreme Court’s Dura Pharmaceuticals, Inc. v. Broudo opinion’s real significance. It addresses three basic questions. First, what issues have been definitively decided by the Court in Dura and what issues remain open to be decided in future cases. Second, to what extent is the reasoning used by the Court reaching its decision useful in determining how these open issues should be resolved. Third, how, from a policy point of view, should these open issues be resolved. As a background for these three inquiries, the Article begins with a brief discussion of how, as a general matter, to understand causation in fraud-on-the-market cases. There is also a short history of the Dura litigation itself.
60(4): 1577 - 1633 (August 2005)
The Committee on Corporate Laws of the ABA Section of Business Law develops, and from time to time proposes changes in, the Model Business Corporation Act. This report contains a variety of amendments to chapters 1, 7 and 14.
60(4): 1635 - 1637 (August 2005)
The introduction to the Uniform Commercial Code Survey from the August 2005 issue of The Business Lawyer.
The Uniform Commercial Code Survey: Sales
The Uniform Commercial Code Survey: Leases
Payments: 2004 Developments
Letters of Credit: 2004 Cases
Article 7: Documents of Title - 2004 Developments
60(4): 1715 - 1723 (August 2005)
In the following, Article 8 refers to the version of Article 8 approved in 1994, and modified in 1999, by the NCCUSL and the ALI, and now in effect in all the states; former Article 8 refers to the former version of Article 8, which was approved by NCCUSL and ALI in 1977.
60(4): 1725 - 1743 (August 2005)
Revised Article 9 has been with us now for nearly four years. The transition from former Article 9 has gone smoothly. This appears to be largely the result of an extensive educational campaign prior to and at the time of the effective date of revised Article 9, as well as careful attention in the drafting of revised Article 9 to making the transition fairly painless. The advent of revised Article 9 has not fazed the courts and the decisions have generally reached the right result (eventually).
60(4): 1745 - 1758 (August 2005)
This Article surveys progress by the international community during 2004 in modernizing and harmonizing international commercial law.
Uniform Commercial Code Survey: 2004
Corporate Compliance Survey