2004 Volume 29 Number 3
Articles
The Maximands of Corporate Governance: a Theory of Values and Cognitive Style
By: Amir N. Licht
The Efficiency of Specific Performance in Stock-for-Stock Mergers
By: Jordan A. Goldstein
Delaware, the Feds, and the Stock Exchange: Challenges to the First State As First in Corporate Law
By: Robert B. Thompson
Comments
Is a Merger Agreement Ever Certain? The Impact of the Omnicare Decision on Deal Protection Devices
By: Justin W. Oravetz
In re Oracle Corporation Derivative Litigation: Has a New Species of Director Independence Benn Uncovered?
By: Jeremy J. Kobeski
Unreported Cases
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2004 Volume 29 Number 2
Articles
Corporate Inversions: the Interplay of Tax, Corporate, and Economic Implications
By: Orsolya Kun
Fiduciary Duty Myths in Close Corporate Law
By: Mary Siegel
Making Sense of Good Faith in Delaware Corporate Law: a Contractarian Approach
By: David Rosenberg
Public Company Shareholders Acting As Owners: Three Reforms — Introducing the “Oversight Shareholder”
By: Eric M. Fogel, David I. Addis & Edward C. Harris
Comment
University of Rochester Corp. v. G.D. Searle & Co., Inc.: How to Lose Millions in Patent Royalties
By: Rakesh H. Mehta
Unreported Cases
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2004 Volume 29 Number 1
Articles
The Non-Merger Virtual Merger: Is Corporate Law Ready for Virtual Reality?
By: Stuart R. Cohn
Observations on the Need to Redesign Organizations and to Refocus Corporation Law to Promote Ethical Behavior and Discourage Illegal Conduct
By: William ArthurWines & J. Brooke Hamilton III
The Unified Business Organizations Code: the Next Generation
By: Harry J. Haynsworth
“Good Fatih” and the Ability of Directors to Assert Section 102(b)(7) of the Delaware General Corporation Law as a Defense to Claims Alleging Abdication, Lack of Oversight, and Similar Breaches of Fiduciary Duty
By: John L. Reed & Matt Neiderman
Note
Indemnification in Delaware: Balancing Policy Goals and Liabilities
By: Karl E. Stauss
Comment
MM Companies Inc. v. Liquid Audio, Inc.: Determination of the Review Standard When Directors’ Defensive Measure Impedes Shareholders’ Right to Vote
By: Shaunna L. Wollpert