A problem of mixed motives: applying Unocal to defensive ESOPs
Employee stock ownership plans (ESOPs) adopted as a takeover defense can serve both defensive and business purposes, complicating their evaluation by courts. ESOPs can provide management with 'friendly votes' useful for avoiding a takeover. According to Unocal Corp v Mesa Petroleum Co, courts should independently evaluate the business purpose of defensive ESOPs. Provisions with defensive effects beyond the business purpose must be reasonable in relation to a specified threat. When a proxy vote is involved, the ESOP should be subject to additional scrutiny. In particular, mirrored voting should be ruled invalid in the context of a proxy vote.
Publication Name: Columbia Law Review
Check one box: reconsidering Directive No. 15 and the classification of mixed-race people
The Office of Management and Budget Statistical Policy Directive No. 15 fails to properly account for people of mixed race in its racial classifications, and in so doing, it undermines the value of census data. The monoracial classifications are consistent with historical practices in the US, but the growth of mixed-race populations makes such systems increasingly untenable. The racial data is intended to be used in part to track and remedy possible discrimination, but these efforts will be undermined by classification systems that fail to recognized mixed ancestry.
Publication Name: California Law Review
Throwing caps out of the ring; limits on personal injury damages are being challenged, with mixed results
Tort reform has been popular among legislators in the 1990s, but courts have been somewhat reluctant to find that limitations of damages were unconstitutional. Indiana's limit on medical malpractice judgements has withstood judicial challenges since it was signed into law in 1975. In Illinois, by contrast, limiting damages was found unconstitutional in Cargill v. Waste Management, Inc., a finding typical of courts in that state. Bases for challenges to damage limits are usually that they violate equal protection or due process.
Publication Name: ABA Journal
- Abstracts: Expiration of retiree benefit plans during reorganization: a bitter pill for employees. Saving face in Southeast Asia: the implementation of prepackaged plans of reorganization in Thailand, Malaysia, and Indonesia
- Abstracts: A guide to applying ERISA section 4212(c) to sale of business transactions. Garden leave
- Abstracts: In contempt of contempt? Religious motivation as a reason to mitigate contempt sanctions. Tempered extension; granting s. 1985(3) class status to mentally retarded individuals
- Abstracts: Truth is the daughter of time: the real story of the Nestle case. Baby for sale; Mich. man tried to sell his daughter,
- Abstracts: International Aspects of the 1983 Social Security Amendments. Security: SecurePrint