Volume 79, Issue 4
This article offers a solution to Delaware’s presumptive entire fairness review of controller transactions: a charter provision empowering independent directors with the sole power and authority over…
We examine the incidence of “trip wire” vs "last look” poison pills. Using a data set of 130 poison pills implemented/amended between Jan. 1, 2020, and Mar. 31, 2023, we find that pills are almost ev…
In this reply to Professors Manesh and Grundfest, I argue that derivative Section 14(a) claims continue to protect investors and securities markets, and that any elimination of the right should emana…
This short reply responds to Prof. Lipton's critique of our earlier article "Abandoned and Split But Never Reversed: Borak and Federal Derivative Litigation," which was published at 78 BUS.
UCC Section 9-108 provides the rules that determine whether a description of property in a security agreement is sufficient, as required by Section 9-203(b)(3)(A).
This Survey reports annually on significant judicial decisions in the area of business finance and restructuring (and in other areas impacted by chapter 11 of the Bankruptcy Code).
The Corporate Compliance Survey provides an overview of significant legal developments specifically relating to the corporate ethics and compliance profession from March 2023 to May 2024.
The introduction to the Uniform Commercial Code Survey highlights the topics of the survey, including: domestic and international sale of goods, personal property leases, payments, letters of credit,…
There were interesting developments during 2023 under Article 2, including a federal case that involved the purchase of N95 masks and mistakenly assumed arguendo that the doctrine of substantial perf…
This survey covers several 2023 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 federal regulatory update section of the survey discusses 2023 payments-related federal regulatory developments. The Articles 3, 4, and 4A sections of the survey describe 2023 case law arising u…
This survey concentrates on the most significant letter of credit (“LC”) issues in cases decided primarily in the United States in 2023, comments on the 2022 UCC Amendments affecting Article 5.
The survey piece covers Article 7: Documents of Title of the Uniform Commercial Code. It provides case updates and a brief legislative update.
This year’s Investment Securities portion of the Uniform Commercial Code Survey addresses three themes—certain assets covered by the Article 8 direct and indirect holding systems, Article 8 entitie…
The article discusses the most notable cases from 2023 dealing with secured transactions. The cases covered deal with the scope of UCC Article 9, the attachment perfection, priority, and enforcement…
This annual update on federal CISG cases contains discussions of several important CISG issues. An article from the Business Law Section.