This paper applies the economic theories of fiscal federalism and jurisdictional competition to the question whether the juridical presumption favoring decentralization of authority manifested in the European Union's subsidiarity principle has been rebutted in the case the Code of Conduct on...

This paper examines the impact of increased corporate mobility on corporate lawmaking in the European Union (EU). More specifically, we seek an answer to a simple question: Has the increased mobility which arose from the implementation of the Societas Europaea (SE) and the path-breaking...

This chapter reviews the single high profile case in which twentieth century antitakeover law has come to bear on management defense against a twenty-first century activist challenge — the Delaware Court of Chancery's decision to sustain a low-threshold poison pill deployed against an activist...

This article seeks to frame a short statement of purpose for corporate law on which all reasonable observers can agree. The statement, in order to succeed at its intended purpose, must satisfy two strict conditions: first, it must have enough content to be meaningful; second, it must be...

This Symposium marks the fortieth anniversary of the enactment of the 1978 Bankruptcy Code (the “1978 Code” or the “Code”) with an extended look at seismic changes that currently are reshaping Chapter 11 reorganization. Today's typical Chapter 11 case looks radically different than did...

Litigants and commentators have been mooting an expansive reading of Delaware's fiduciary duty of good faith. The Delaware Supreme Court recently made its most emphatic negative response to this proposition to date in Lyondell Chemical Company v. Ryan, a merger case. Lyondell simultaneously...

This article takes a second look at a database of 114 activist hedge fund engagements commenced between 2002 and 2006. The first look at the database, published as “Hedge Funds and Governance Targets,” 95 Georgetown Law Journal 1375 (2007), covered developments through December 31, 2006, and...

Many look toward enactment of the law reform agenda held out by proponents of shareholder empowerment as a part of the regulatory response to the financial crisis. This Article argues that the financial crisis exposes major weaknesses in the shareholder case. Our claim is that shareholder...