Corporate law - appraisal rights - Delaware Supreme Court holds that a minority shareholder is entitled to value added during the interim period of a two-step takeover. - Cede & Co. v. Technicolor, Inc., 684 A.2d 289 (Del. 1996)

Article Abstract:

The Delaware Supreme Court correctly rejected the pre-transaction valuation rule in Cede & Co. v. Technicolor, Inc. and found that minority shareholders were entitled to have their appraisal reflect increases in stock value occurring between the steps of a two-step merger. The lower court had ruled that value added by the completion of the merger should be excluded from the fair value afforded dissenting minority shareholders. The Delaware Supreme Court noted that to exclude any increases from the valuations would impose all the risk of declining value on minority shareholders with providing an opportunity for gain.

Acquisitions and mergers, Valuation, Delaware, Minority stockholders

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The impact of managed care on doctors who serve poor and minority patients

Article Abstract:

Managed care could have a disproportionate impact on minority physicians and those who practice in poor and minority communities. Minority physicians are overrepresented in providing service to poor and minority patients. Health maintenance organizations (HMOs) may exclude those physicians for economic reasons, because care of poor patients tends to be more costly. The problem might best be addressed through legislation prohibiting discriminatory recruiting and employment practices by HMOs, since existing Title VII civil rights law does not adequately cover physician-HMO relationships.

Health aspects, Social aspects, Care and treatment, Political aspects, Poor, Minorities, Managed care plans (Medical care), Medically underserved areas

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Corporate criminal liability: what purpose does it serve?

Article Abstract:

Corporate criminal liability should be replaced with a civil corporate liability scheme that allows additional fines, enforcement by both public and private litigants, managerial criminal liability and parallel suits. Efficiency would be promoted by allowing civil and criminal cases to be heard in tandem by the same court. The criminal corporate liability scheme may have been justified in the past by heightened discovery needs, but civil discovery has expanded and criminal constitutional protections are not needed for corporate defendants.

Analysis, Criminal liability of juristic persons, Juristic persons criminal liability

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