Journal of Corporation Law

Articles cover corporate legal topics and development important to businesses, scholars and practicing lawyers.

Articles from Vol. 31, No. 1, Fall

Adverse Possession of Copyright: A Proposal to Complete Copyright's Unification with Property Law
I. INTRODUCTIONBy virtue of the Constitution, Congress is empowered to secure for intellectual creators an economic entitlement of limited duration in their works.1 Congress has exercised this power since enacting the first federal copyright statute...
Corporate Governance: Still Broke, No Fix in Sight
I. INTRODUCTIONDissatisfaction with the governance of public companies is as old as the public company itself, but public concern about corporate governance is spasmodic. When the stock market booms, as in the 1990s, investors are merrily engrossed counting...
Employee ERISA Benefits after Goodridge V. Public Health: Do Same-Sex Marriages Qualify as Legal Marriages under Employer-Created ERISA Plans?
I. INTRODUCTIONEmployee benefits in the United States are, in large part, dominated by the Employee Retirement Income Security Act of 1974 (ERISA), a federal statute.1 This Note analyzes how to interpret the terms of a plan governed by ERISA that provides...
Engage, Embed, and Embellish: Theory versus Practice in the Corporate Social Responsibility Movement
I. INTRODUCTIONOne of the most striking developments in the business world over the last decade has been the emergence of a coherent and energetic "corporate social responsibility" (CSR) movement.1 This Article reports the results of an empirical study...
Insider Trading: Hayek, Virtual Markets, and the Dog That Did Not Bark
"How is the betting?""Well, that is the curious part of it. You could have got fifteen to one yesterday, but the price has become shorter and shorter, until you can hardly get three to one now.""Hum!" said Holmes. "Somebody knows something, that is clear!"....
Rethinking and Restructuring the FDA Drug Approval Process in Light of the Vioxx Recall
I. INTRODUCTIONOn September 30, 2004, Merck & Co. (Merck) announced that it would immediately withdraw its second most profitable drug, Vioxx, from worldwide markets.1 The company's announcement ignited serious concerns about the Food and Drug Administration's...
Shooting from the Hip: The Invalidity of SEC Rule No. S7-03-04
I. INTRODUCTIONIn the past few years, the investment company industry has endured a series of scandals that have raised some serious questions about its fundamental structure.1 Spurred into action by the Attorney General of New York, the Securities and...
The Fair Value of Cornfields in Delaware Appraisal Law
ABSTRACTThe Delaware Supreme Court's opinions in Weinberger and Technicolor have left a troublesome uncertainty in defining the proper approach to the valuation of corporate shares. That uncertainty-increasingly important as going private mergers become...
The Missing Preferred Return
I. INTRODUCTIONManagers of buyout funds usually offer investors an 8% preferred return on their investment before they take a share of any additional profits. Venture capitalists (VCs), on the other hand, offer no preferred return. Instead, VCs take...
The Shareholder Judgment Rule: Delaware's Permissive Response to Corporate Vote-Buying
I. INTRODUCTIONThe concept of "vote-buying" is naturally sinister. The phrase conjures images of machine politicking, in which cash and influence hold sway over conviction and control the outcome of important elections. Such a milieu may not be far from...