Shareholders v. stakeholders: evaluating corporate constituency statutes under the takings clause

Article Abstract:

The reserved power doctrine presents no barrier to a challenge to corporate constituency statutes, and as currently drafted these laws could not withstand a takings clause challenge.The results intended by these statues could be achieved with careful drafting and/or use of other constitutional tools. The legislature has three tools for protecting corporate stakeholders, the exercise of police power, of the legislature's power of eminent domain, or wealth transfer from one group to another.

Interstate commerce, Regulatory taking (Law)

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Corporate governance, Conrail, and the market: getting on the right track

Article Abstract:

The author discusses the 1996-1997 battle between CSX and Norfolk Southern for control of the Conrail railroad company. Topics include the relationship between anti-hostile-takeover laws and the Delaware business judgement rule, and proposed new standards of court review for mergers.

Delaware, Railroads, Mergers, acquisitions and divestments, Acquisitions and mergers, Consolidated Rail Corp., CRR

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Privatization and corporate governance: the lessons of securities market failure

Article Abstract:

Systems of securities regulation under common law and civil law jurisdictions are contrasted as to how they have fared in a time of privatization and dispersed ownership. Lessons learned from the experiences of Poland and the Czech Republic with mass privatization are discussed.

Czech Republic, Poland, Interpretation and construction, History, Privatization, Privatization (Business), Securities law

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