Volume 72 - Number 3

Articles

Business & Corporate

Perfectly Frank: A Reflection on Quality Lawyering in Honor of R. Franklin Balotti

Leo E. Strine, Jr., James J. Hanks, Jr., John F. Olson, A. Gilchrist Sparks, E. Norman Veasey, and Gregory P. Williams

This essay honoring the late R. Franklin Balotti focuses upon certain of the key attributes necessary to practice business law effectively and ethically.

Business & Corporate

Vindicating the Duty of Loyalty: Using Data Points of Successful Stockholder Litigation as a Tool for Reform

Joel Edan Friedlander

The stockholder litigation reform agenda is currently shaped by the felt necessity of the time to eliminate forms of stockholder actions that typically had been settled for nominal relief soon after filing.

Business & Corporate

Engineering Greater Efficiency in Mergers and Acquisitions

Robert Anderson and Jeffrey Manns

Technological changes have transformed “retail” transactional law by fostering greater standardization, lowering the cost, and expanding access to basic transactional documents. But lawyers appear to have barely scratched the surface in unlocking the potential for technology to heighten efficiency and standardization of corporate transactional agreements.

Business & Corporate

Searching For Redemption

Sabin Willett

Certain rights of bondholders in bond indentures turn on “redemption.” Strangely, the model forms of indenture have never defined what“redemption” is. The ambiguity is significant: rights to yield- maintenance premiums may depend on the meaning of the term, as may the rights of bondholders to be protected from insider-favoring liquidations.

Business & Corporate

The Versatile M&A Lawyer: Bridging the Gap Between Courtroom and Boardroom

Forrest G. Alogna and William Savitt

Transactional lawyers the world over help their clients prepare for and avoid potential disputes. Disputes are expensive, distracting, and uncertain; meaningfully decreasing the likelihood or intensity of disputes has considerable value.

Business & Corporate

E. Merrick Dodd and the Rise and Fall of Corporate Stakeholder Theory

Charles M. Elson and Nicholas J. Goossen

Modern stakeholder theory, born of the Great Depression and the writings of Merrick Dodd, has captured the enthusiasm and fervent support of numerous academic theorists and corporate practitioners throughout the decades. Its visceral appeal is unmistakable. Unfortunately, its popular appeal has vastly overstepped its ultimate viability.

Report

Business & Corporate

Proceedings of the 2016 Delaware Business Law Forum: A Review and Debate of the Public Policy Implications of Delaware Law

Claudia H. Allen, Holly J. Gregory, Gregory V. Varallo, and Susan M. Hannigan

On November 4–5, 2016, the Business Law Section of the American Bar Association hosted the biennial Delaware Business Law Forum1 in Wilmington, Delaware. This piece does not attempt to provide a verbatim recitation of the discussions that took place at the Forum.