Hostile tender offers: can the states shut them down?

Article Abstract:

Delaware's laws governing management efforts to resist hostile takeover bids are more balanced than those found in states such as New York where legislators are more likely to be swayed by the political influence of corporate management. Antitakeover measures pose a threat to shareholder control and economic efficiency, but most states have passed legislation expanding management's power to fend off tender offers. Most states are sensitive to the relocation and job loss risks of takeovers. Delaware has taken a more balanced approach to the competing interests operating in the hostile takeover context.

Antimerger Strategy, Social aspects, Corporation law, Tender offers (Securities), Tender offers, New York (State), states

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Does the Internet warrant a Twenty-Seventh Amendment to the United States Constitution?

Article Abstract:

Congress should enact a Twenty-Seventh Amendment creating an Internet jurisdiction in order to provide a uniform body of law addressing the Internet's sweeping societal and economic effects. Absent this action, admiralty law provides an example of how to best institute a framework establishing a jurisdiction for cyberspace issues. An admiralty law model will provide judges the flexibility they need in addressing Internet issues and the ability to grant full respect to the rights of states.

Standards, Internet, Federal jurisdiction, Maritime law

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An argument for invalidating change of control covenants

Article Abstract:

Change of control covenants proposed to protect bondholders should not be accepted by courts because these covenants are impermissible anti-takeover tactics under the test enunciated in Unocal Corp. v. Mesa Petroleum Co. Despite the valid concern for the interests of bondholders, change of control covenants are drafted too broadly and are triggered by events that pose little risk to bondholders. The covenants are typically drafted to be triggered by tender offers and proxy contests.

Covenants, Bondholders

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