ABA Section of Business Law
Business Law Today
Volume 8, Number 3 - January/February 1999
Building a better audit committee
What they need, what they must do
By MARK KESSEL
The board of directors' audit committee has even more responsibility than ever, considering all kinds of law, regulations, shareholders' counsel, journalists hovering about, etc. In their oversight, they must monitor corporate behavior, including such things as executive compensation and perks.
It's a new day for ADR
Moving beyond the boilerplate for business lawyers
By DONALD LEE ROME
Business lawyers generally have had little to do with alternative dispute resolution. But the one-sentence boilerplate ADR clause is no longer enough. What are a business lawyer's professional and ethical obligations to her/his client when it comes to ADR?
Conduct unbecoming a shareholder?
Only a few cases can guide annual meetings or the board of directors
By ERIC G. ORLINSKY
What's the best way to handle hostile situations at board meetings or shareholder meetings? The author runs through the case law that applies to such issues as-as "seconds" required for motions? What about the right decorum? Can that be controlled? Unfortunately, there aren't a lot of cases and there are no generally agreed to rules.
Calling those with fortitude
So you need a dissident director
By STEVEN A. SEIDEN
How should an investor recruit an independent slate of director nominees? A dissident director is also a director who is representing the shareholders, as opposed to doing just whatever the company's management wants done. The author discusses the kind of experience this possible new director should have. What we're talking about here is a corporate activist.
Shareholders vs. the world
'Revlon Duties' and state constituency statutes
By R. CAMMON TURNER
A merger is on the horizon. Where do the board of directors owe their allegiance? Just to the shareholders? What about those state statutes that look out for other constituencies? The author discusses the arcane world of changes in control, whether through selling, breaking up or transferring control of the company.
It all comes down to money
Face it: A board's main goal is corporate profits
By A.A. SOMMER Jr.
Some people these days hope that a company's board of directors will keep something in mind besides "the bottom line." Something like the interests of employees, suppliers, customers, communities, maybe even the state. A noble goal. But the main interest of the board is to enhance corporate profit and shareholder gain.
Protecting the deal in an auction
Contract rights vs. corporate control
By GREGORY V. VARALLO and ROD J. HOWARD
It's a more competitive market for control of U.S. corporations these days. What happens to contract rights in an "auction" context? It now seems that the interests of stockholders will prevail over the interests of contract parties.
Building a better audit committeeWhat they need, what they must do
By MARK KESSEL
The board of directors' audit committee has even more responsibility than ever, considering all kinds of law, regulations, shareholders' counsel, journalists hovering about, etc. In their oversight, they must monitor corporate behavior, including such things as executive compensation and perks.
It's a new day for ADR
Moving beyond the boilerplate for business lawyers
By DONALD LEE ROME
Business lawyers generally have had little to do with alternative dispute resolution. But the one-sentence boilerplate ADR clause is no longer enough. What are a business lawyer's professional and ethical obligations to her/his client when it comes to ADR?
Conduct unbecoming a shareholder?
Only a few cases can guide annual meetings or the board of directors
By ERIC G. ORLINSKY
What's the best way to handle hostile situations at board meetings or shareholder meetings? The author runs through the case law that applies to such issues as-as "seconds" required for motions? What about the right decorum? Can that be controlled? Unfortunately, there aren't a lot of cases and there are no generally agreed to rules.
Calling those with fortitude
So you need a dissident director
By STEVEN A. SEIDEN
How should an investor recruit an independent slate of director nominees? A dissident director is also a director who is representing the shareholders, as opposed to doing just whatever the company's management wants done. The author discusses the kind of experience this possible new director should have. What we're talking about here is a corporate activist.
Shareholders vs. the world
'Revlon Duties' and state constituency statutes
By R. CAMMON TURNER
A merger is on the horizon. Where do the board of directors owe their allegiance? Just to the shareholders? What about those state statutes that look out for other constituencies? The author discusses the arcane world of changes in control, whether through selling, breaking up or transferring control of the company.
It all comes down to money
Face it: A board's main goal is corporate profits
By A.A. SOMMER Jr.
Some people these days hope that a company's board of directors will keep something in mind besides "the bottom line." Something like the interests of employees, suppliers, customers, communities, maybe even the state. A noble goal. But the main interest of the board is to enhance corporate profit and shareholder gain.
Protecting the deal in an auction
Contract rights vs. corporate control
By GREGORY V. VARALLO and ROD J. HOWARD
It's a more competitive market for control of U.S. corporations these days. What happens to contract rights in an "auction" context? It now seems that the interests of stockholders will prevail over the interests of contract parties.
