Integrating corporate law principles with CERCLA liability for environmental hazards

Article Abstract:

Corporate directors can be held personally liable for willful acts or omissions resulting in corporate environmental pollution under general corporate law theories of breached fiduciary duties and detrimental decisions falling outside of the business judgment rule. Recent legal trends seek to establish personal liability by equating director status with ownership status triggering strict liability under CERCLA. Ordinary corporate law doctrine, however, provides adequate, predictable remedies to punish directors who contaminate property while acting outside the scope of their delegated powers.

Toxic torts

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Enhanced scrutiny and corporate performance: the new frontier for corporate directors

Article Abstract:

Review of case law on directors' duties in corporate control situations indicates that the Delaware courts may be willing to extend the expanded scrutiny now being applied in takeovers to corporate performance issues. It is now generally accepted knowledge that directors can and do have influence on the returns of a corporation's stock. The increase willingness of courts to apply such duties may lead to breach claims against directors when companies underperform.

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UNOCAL fifteen years later (and what we can do about it)

Article Abstract:

The author analyzes the impact of the Delaware Supreme Court's UNOCAL decision, in which the court developed an intermediate standard of review for appraising defensive tactics used by companies attempting to repel hostile takeovers. The court's preference for proxy contests over tender offers is discussed.

Delaware, Practice, Judicial review, Corporate anti-takeover measures, Antitakeover strategies

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