Their views appear to greatly differ from those of Bebchuk's, who proposes allowing shareholders to alter "rules-of-the-game" decisions or else elect a new team of directors who will.[3] This report will use Bainbridge, Blair and Stout's theories in support of an amendment seeking to expand the rule's exclusions regarding shareholder proposals to limit shareholders' input dealing with elections in general, while Bebchuk's theories will be relied upon to… [read post]

In constructing this argument, Drury discusses Smith v. [read post]

Lucky # 13 brings us what might be the most important corporate law decision ever (or, at least, in the time I've been paying attention to it); namely, Smith v Van Gorkom. [read post]

The concept of entire fairness, however, has little relevance to a duty of care case like Van Gorkom or Technicolor. [read post]