Memorial

In Memoriam: F. Hodge O’Neal

Kathleen F. Brickey, William H. Danforth, Dorsey D. Ellis Jr., Faye L. Katt and Robert B. Thompson
F. Hodge O'Neal Corporate and Securities Law Symposium

State and Federal Regulation of Corporate Takeovers: A View from the Demand Side

Jonathan R. Macey
This Article argues that the key to understanding the complex regulatory environment in which the modern United States corporation is forced to operate lies in understanding the nature of the underlying groups who stand to win or lose as that environment changes. It is the thesis of this paper that, while corporate law has always reflected the outcome of a competitive struggle among rival groups for preferential treatment in the…
F. Hodge O'Neal Corporate and Securities Law Symposium

Federalism and the Market for Corporate Control

Richard A. Booth
Until 1987 the growing consensus was that the market for corporate control was distinctly interstate in character, and that only Congress and the Securities and Exchange Commission (SEC or Commission) had the authority to regulate it in any comprehensive way. All that quickly changed. In CTS Corp. v. Dynamics Corp. of America, the Supreme Court upheld the right of states to restrict takeovers of resident companies, and in Business Roundtable…
F. Hodge O'Neal Corporate and Securities Law Symposium

The CTS Gambit: Stanching the Federalization of Corporate Law

Alan R. Palmiter
This Article sets out a federalism perspective on CTS and explores the wisdom of the Court’s federalism gambit, comparing the current incorporation- based antitakeover regime with the likely product of a federal response. Part I considers the regulatory, market, and political landscape of corporate law and state antitakeover statutes. It explores the facilitative nature of state corporate law and its unique federalism implications, of which the relevant federal and state…
F. Hodge O'Neal Corporate and Securities Law Symposium

The Short Life and Resurrection of SEC Rule 19C-4

Stephen M. Bainbridge
After a brief description in Part I of dual class capital structures, Part II of this Article evaluates rule 19c-4 and the Commission’s arguments as to the need for regulation of dual class stock. In essence, the Commission argued that shareholders were being forced to accept certain types of dual class transactions without having any meaningful voice in the matter. Part II demonstrates that dual class transactions are objectionable not…
Case Comment

Mailing Service to Japan: Does Article 10(a) of the Hague Convention Authorize a Separate Method? Bankston v. Toyota Motor Corp., 889 F.2d 172 (8th Cir. 1989)

Michael A. Altman