Volume 77, Issue 4
This article examines the changing nature of judicial review of governance in American Businesses and reveals fundamental changes in corporate law issues brought to court in the twenty-first century.
What precisely is stock market short-termism? For an issue that pervades corporate governance thinking, rhetoric, and policymaking, one would think that we know well what it is.
This article proposes discounted cash flow (DCF) analysis as a substitute for, or complement to, event studies in securities class actions.
In today’s law enforcement environment, business entities facing criminal investigations and possible indictment have little practical choice but to cooperate with authorities.
A summary analysis of legal concepts underlying "bankruptcy remoteness," including: special purpose vehicles, substantive consolidation, and true sale, including the impact of certain recent judicial…
This is the model form of Delaware Limited Liability Company Agreement prepared by the Task Force on Bankruptcy Remoteness of the ABA Business Law Section, Committee on Securitization and Structured…
This report describes and discusses the responses to the 2019 survey, and provides an overview of the opinion practices of law firms of various sizes.
The Corporate Laws Committee of the ABA Business Law Section develops and proposes changes in the Model Business Corporation Act. The Committee has approved proposed amendments to sections 6.04 and 6…
This survey highlights the most important developments of the UCC in 2021, including sales transactions, leases, payments, letters of credit, documents of title, personal property secured transaction…
In mixed-sales transactions, such as those involving goods and services, courts often apply a predominant purpose test. The application of this test is illustrated by an interesting case decided sinc…
This survey covers several 2021 cases involving disputes among parties to equipment leases or other personal property financings and cases involving third parties claiming to have related rights or i…
The Payments survey analyzes federal regulatory and Uniform Commercial Code Articles 3, 4, and 4A developments in the payments space.
Disputes arising after the issuer has honored a drawing on its letter of credit are addressed separately from wrongful dishonor disputes that arise because the issuer refused to honor a drawing on it…
Though there were few cases concerning Article 7 during the reporting period, two involve section 7-204 and one involves an important reminder of the significance of documents of title in commercial…
The Investment Securities portion of this year’s Uniform Commercial Code Survey focuses on a fairly routine lost certificate case that, because of errors in the opinion, presents consideration of two…
A review of the most significant judicial and legislative developments of the year involving secured transactions. Topics covered include the scope of UCC Article 9, and the attachment, perfection, p…
This survey covers Contracts for the International Sale of Goods ("CISG"). The survey reviews numerous Articles including: Articles 1, 2(a), 4, 14.