Journal of Corporation Law

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

Articles from Vol. 27, No. 3, Spring

Hidden Social Costs of Open Market Share Repurchases
I. INTRODUCTION Stock repurchases or buybacks1 are a commonly used method of distributing corporate free cash flow to shareholders. Stock buybacks have become more popular than ever before, particularly in the recent securities market. Between 1996 and...
Periodic Financial Reporting-A Relic of the Past
I. INTRODUCTION When it comes to the disclosure of financial information, public companies and the investment community are working within the confines of a system created nearly seventy years ago. This system requires public companies to generate and...
Regulating Corporate Governance through the Market: Comparing the Approaches of the United States, Canada and the United Kingdom
I. INTRODUCTION The concept of corporate governance is not easy to define or evaluate. In 1992, the Cadbury Committee described corporate governance as "the systems by which companies are directed and controlled."1 Although never proven conclusively,...
The Enduring Illegitimacy of the Poison Pill
Late last year, in Leonard Loventhal Account v. Hilton Hotels Corp., the Delaware Supreme Court relied on the doctrine of stare decisis to reaffirm the central holding of Moran v. Household International, Inc.,2 a 1985 decision that upheld the validity...
The Fiduciary Foundation of Corporate Law
I. BASIS IN THE LAW OF TRUSTS It is commonplace in corporate litigation to use the term "fiduciary" to describe the relationship between directors and shareholders. Fiduciary is one of those words lawyers and judges use, sometimes inaccurately, as a...
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