Article

Corporate Dissolution and Shareholders’ Reasonable Expectations

Robert B. Thompson
Within the last decade the highest appellate courts in a half dozen states have adopted the reasonable expectations standard as the basis for determining whether involuntary dissolution, a court-ordered buyout of a shareholder, or some other relief is appropriate in a corporation wracked with dissension. Lower appellate courts in other states have also adopted this approach, and two states include a reasonable expectation standard in their statutes. This article analyzes…
Article

Section 40.1 of the American Law Institute’s Corporate Governance Project: Restatement or Misstatement?

William J. Carney
The American Law Institute’s (ALI’s) corporate governance project has generated the most heated debate in the history of that distinguished institution. Critics claim that the document is a radical proposal for reforming corporate law in a way that increases legal intrusions into the management of business, while supporters claim that the document is fairly reflective of much of the existing law, and that it clarifies and simplifies that law. This…
Article

Limiting Directors’ Liability

Deborah A. DeMott
Over half the states now expressly permit the inclusion of provisions that limit or eliminate directors’ liability for money damages in corporations’ articles or certificates of incorporation, under circumstances specified by a statutory enabling provision. Many states modeled their enabling provisions closely on the Delaware statute, with some variations. Other state statutes instead define a limited set of circumstances under which a director’s misfeasance or nonfeasance will make the director…
Note

Courts and Government Compelled Urinalysis: Jumping to Fourth Amendment Conclusions

Brian T. Black
Recent Development

Proposed Legislation to Close the 13(d) Window

Kimberly A. Lynch
Tribute

A Tribute to F. Hodge O’Neal

Dorsey D. Ellis Jr.