Marc I. Steinberg - Böcker

The system of securities regulation that prevails today in the United States is one that has been formed through piecemeal federal legislation, Securities and Exchange Commission (SEC) invocation of its administrative authority, and self-regulatory episodic action. As a consequence, the presence of consistent and logical regulation all too often is lacking. In both transactional and litigation settings, with frequency, mandates apply that are erratic and antithetical to sound public policy. This book focuses on "rethinking" the securities laws, with particular emphasis on the Securities Act and Securities Exchange Act.In 1978, the American Law Institute (ALI) adopted the ALI Federal Securities Code. The Code has not been enacted by Congress and its prospects are dim. Since that time, no treatise, monograph, or other source comprehensively has focused on this meritorious subject. The objective of this book is to identify the deficiencies that exist under the current regimen, address their failings, provide recommendations for rectifying these deficiencies, and set forth a thorough analysis for remediation in order to prescribe a consistent and sound securities law framework. By undertaking this challenge, the book provides an original and valuable resource for effectuating necessary law reform that should prove beneficial to the integrity of the U.S. capital markets, effective and fair government and private enforcement, and the enhancement of investor protection.

For centuries, directors and officers have been identified as fiduciaries, bearing a legal and ethical duty to act in the best interests of those they represent. However, the liability standards that ordinarily exist are too lenient to be characterized as fiduciary. This misrepresentation is detrimental to the rule of law, contravenes reasonable investor expectations, and impairs the integrity of the financial markets.Corporate Director and Officer Liability: "Discretionaries" Not Fiduciaries calls for the removal of fiduciary status for corporate directors and officers in favor of the adoption of a new term that provides an accurate description; corporate directors and officers are, instead, 'discretionaries.' This term accurately portrays the status of corporate directors and officers who are held to varying standards of liability depending on the applicable facts and circumstances. Against this new model, the book addresses a wide range of key issues, including the duty of care, the business judgment rule, exculpation statutes, the duty of good faith, interested director transactions, derivative litigation, mergers and acquisitions, and closely held corporations.Original and thought-provoking, Corporate Director and Officer Liability offers an alternative framework that enhances corporate governance standards while protecting corporate fiduciaries from undue liability exposure.

This book focuses on the federalization of corporate governance in the United States from both historical and contemporary perspectives. Although the states traditionally have regulated the sphere of corporate governance - encompassing the relations among and between the subject corporation, its directors, its officers, its stockholders, and other stakeholders - federal law today impacts the governance of publicly-traded companies to a greater degree than ever before in U.S. history. This book discusses the evolution and development of corporate governance from a federal law perspective from the commencement of the twentieth century to the present. It examines the tension between state company law and federal law, analyzes the federal historical developments, explains the ramifications of the federal legislation enacted during the past two decades, and recommends corrective measures that should be implemented. The book accordingly provides an original, historical, and contemporary analysis of the federalization of corporate governance - a subject that impacts this country's economic well-being in a very fundamental way.

The issues confronting the Securities and Exchange Commission, the courts, Congress, and securities and corporate lawyers regarding tender offers are examined in this timely collection of commentaries. New data is introduced on how to regulate tender offers and proxy contests for control of publicly held companies. In addition, the constitutional dimensions of state anti-takeover statutes, target managements's conduct in fending off hostile bidders, the SEC's advisory committee report of recommendations on tender offers and SEC tender offer rules are reviewed. Insider trading in the tender offer context and proposals for tender offer reform are also explored. Readers will learn what states are doing to regulate takeovers and what inside counsels should suggest when their firms become targets. They will also discover how target management's conduct is viewed and where further regulation will be most likely to occur.

Developments in Business Law and Policy focuses on fundamental principles of law, adding information on practical and theoretical perspectives and policy to the subject.The book begins with a discussion of agency law, which is a bedrock subject for students in business law courses. The topic is made fresh and interesting through exploration of current, topical developments such as those pertaining to the Disney case in Delaware. This is followed by two subsequent foundational chapters discussing the choice of enterprise forms and shareholder agreements. Whether or not a student intends to become an entrepreneur, these subjects are critical to knowing the ins and outs of entering into a business.The material in Developments in Business Law and Policy is organized in a provocative manner that brings real world examples to the classroom. Later chapters address important and timely subjects including corporate governance, veil piercing, director and officer duties, mergers and acquisitions, and insider trading. The book concludes with a policy analysis of where regulation failed in the Madoff financial scandal. Each chapter focuses on a scenario that highlights the practical and policy issues covered in the chapter. The inclusion of recent high-profile cases and issues makes the book interesting and appealing to both students and professors.Developments in Business Law and Policy is written primarily for undergraduate business law courses and MBA courses on the subject. It is also an excellent supplementary text for use in law schools.