... based on what she alleged was a de facto merger between PanMedix and Headminder. In counts three a... pursuant to the de facto merger doctrine. We agree and therefore reverse the district court... the [district court] disturbed or revised legal rights and obligations which, by its prior judgmen...
... the facts of Hammons and analyzes the legal rule promulgated by the decision. Part II argues t... a departure from prior Delaware doctrine that suggested that, in the third-party merger con...
Agreed order of sale over farmland
... tortuous legal history dating back to 1996. Freeman Swank Sr., now deceased, and his ...: {¶ 33} "Briefly, the doctrine provides that the decision of a reviewing court ...
The very role of a board of directors in the system of corporate governance is to oversee a corporation's business and affairs, including its management, because numerous dispersed stockholders cannot effectively perform that function on their own. But if directors incurred liability for every misstep they took, or bad decision they made, it would indeed be rare to find a person willing to serve as a director. In Delaware, where the majority of US corporations are incorporated, the hallmark fiduciary duties are the duties of care and loyalty. But if Delaware corporate law is considered the national corporate law, the Sarbanes-Oxley Act of 2002 is perhaps best described as its smash sequel. While competent, good, or best corporate practices vary from circumstance, from company to company...
... state law.6 Under the internal affairs doctrine, the laws of the state of incorporation govern the... breached its duty of care in approving a merger at a meeting called on one day's notice and withou... to, and investigated by, a firm's chief legal counsel, or a qualified legal compliance committee...
... thrifts in a series of "supervisory mergers." As inducement, the Bank Board agreed to permit a...Pp. 860-871. (b) The unmistakability doctrine is not implicated here because enforcement of the ... change, for determining the consequences of legal change was the point of the agreements. Pp. 904-91...
... an attempt to ensure the completion of a merger between one Catholic and two secular hospitals, Dr...Legal fiction aside, a hospital is not a person; it is a...(23) The charitable trust doctrine is likewise a flawed solution because only public ...
Emanating from the philosophical ideals of Aristotle,2 equity was begotten-not made-by chancellors in ancient England.3 These chancellors were clergymen, who served as secretaries to the King with the authority to decide disputes between his subjects.4 Sitting in the English High Court of Chancery, chancellors dispensed justice by royal prerogative when relief was inadequate or inequitable in the courts of the common law.5 The inequity addressed by equitable estoppel concerned the contradictory conduct of litigants that worked to their advantage in a case or to the disadvantage of the adverse party.6 A doctrine of "estoppel" actually originated in the law courts, but it was the equitable gloss added by the chancery court that has persisted.7 In England and America, this popular defense ...
... shared by both court systems before the merger of law and equity and continues to be applied in ccases seeking legal or equitable relief in this post-merger world.8. L...
... It found legal authority for doing so inERISA §502(a)(1)(B)... It is the kind of lawsuit that,before the merger of law and equity, respondents couldhave brought o...Adams, Doctrine of Equity:A Commentary on the Law as Administered ...
...Truth on the Market 2. Bespeaks Caution Doctrine C. Defense Based on Legitimacy of Criminalization ...) Similarly, interests acquired through mergers, acquisitions, (152) and other forms of corporate ... two forms of unmarketability: economic and legal. (171) Economic unmarketability occurs when a secu...
This article demonstrates that, in certain situations, the market would benefit if a failing company were allowed to merge, even if it could be reorganized under Chapter 11. Part I of this article explains Section 7 of the Clayton Act and its failing company defense. Part II delves into the reorganization requirement of the failing company defense: its creation in a sick newspaper industry, its development, and the modern defense. Past III analyzes the natural incongruity of Chapter 11 reorganizations with antitrust law due to Chapter 11's objectives of serving the public interest and protecting companies from failure. Returning to the antitrust goal of efficiencies, Part IV discusses potential efficiencies achieved through a merger. Finally, Part V concludes with a detailed economic an...
...However, current legal barriers may prevent the efficient trimming of the... lessen competition.5 The Failing Company Doctrine is an affirmative defense to a merger that would o...
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