Volume 65 - Number 3

May 2010 Issue, Vol. 65 No. 3

The Business Lawyer

May 2010 Issue, Vol. 65 No. 3

Complete collection for May 2010

65(3): 753 - 759 (May 2010)
This article responds to the article Is Delaware’s Antitakeover Statute Unconstitutional? Evidence from 1988 –2008 , by Guhan Subramanian, Steven Herscovici, and Brian Barbetta. That article also appears in this issue of The Business Lawyer.

65(3): 761 - 769 (May 2010)
Based on this "empirical evidence," they claim that the constitutionality of Section 203 "is up for grabs." After reading their article and examining their data, we conclude that SHB have failed to provide a reason to reexamine the constitutionality of Section 203.

65(3): 771 - 778 (May 2010)
This article responds to the article Is Delaware’s Antitakeover Statute Unconstitutional? Evidence from 1988 –2008 , by Guhan Subramanian, Steven Herscovici, and Brian Barbetta. That article also appears in this issue of The Business Lawyer. Here, the authors argue that Delaware's antitakeover statute, Section 203 of the Delaware General Corporation Law (the "DGCL"), is an anomaly. Unlike most provisions of the DGCL, it is inordinately complicated and its adoption was the subject of heated and public debate. The most extraordinary thing about Section 203, however, is that it was adopted to "limit abusive takeover tactics," yet it has had little, if any, effect on hostile takeovers during its twenty-plus year existence.

65(3): 779 - 787 (May 2010)
This article responds to the article Is Delaware’s Antitakeover Statute Unconstitutional? Evidence from 1988 –2008 , by Guhan Subramanian, Steven Herscovici, and Brian Barbetta. That article also appears in this issue of The Business Lawyer.

65(3): 789 - 798 (May 2010)
This article responds to the article Is Delaware’s Antitakeover Statute Unconstitutional? Evidence from 1988 –2008 , by Guhan Subramanian, Steven Herscovici, and Brian Barbetta. That article also appears in this issue of The Business Lawyer. The author argues that SHB’s analysis actually provides support for the opposite result by demonstrating the practical problems associated with a broad federal role in corporate governance.

65(3): 799 - 808 (May 2010)
The authors of the article Is Delaware’s Antitakeover Statute Unconstitutional? Evidence from 1988 –2008 , also appearing in this issue, summarize their main article as well as make comments based on the five commentators’ articles in this issue.

65(3): 809 - 883 (May 2010)
This Report reviews the reasons for the creation of the Model First Lien/Second Lien Intercreditor Agreement Task Force, its goals, and its methodology. It then introduces and examines each major provision of the Model First Lien/Second Lien Intercreditor Agreement, exploring its purpose, perceived market practice, and the perspectives of first and second lien creditors.

65(3): 885 - 886 (May 2010)
This report sets forth changes to section 1.41 of in the Model Business Corporation Act. The Committee on Corporate Laws of the ABA Section of Business Law from time to time makes changes in the Model Business Corporation Act. By publication after second reading in the August 2009 1 issue of The Business Lawyer, the Committee proposed to add to the Model Act amendments to incorporate electronic technology provisions, primarily in section 1.41, together with amendments to related provisions of the Act.

65(3): 887 - 890 (May 2010)
This document is the table of contents for and introduction to the Annual Review of Federal Securities Regulation (May 2010). The Review covers significant developments in federal securities law and regulation during 2009. The Review is divided into three sections: regulatory actions, accounting statements, and caselaw developments. It is written from the perspective of practitioners in the field of corporate securities law.

65(3): 891 - 908 (May 2010)
This survey summarizes the significant regulatory developments in federal securities law in the year 2009.

65(3): 909 - 922 (May 2010)
This survey summarizes the significant accounting developments as they relate to federal securities regulation in the year 2009.

65(3): 923 - 1021 (May 2010)
This survey summarizes the significant caselaw developments regarding federal securities regulation in the year 2009.

65(3): 887 - 1021 (May 2010)
This 135-page document is the complete Annual Review of Federal Securities Regulation. The Review covers significant developments in federal securities law and regulation during 2009. The Review is divided into three sections: regulatory actions, accounting statements, and caselaw developments. It is written from the perspective of practitioners in the field of corporate securities law.

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