A critical assessment of intracorporate loss shifting after prosecutions based on corporate wrongdoing

Article Abstract:

Shareholder or corporate suits initiated to force responsible corporate directors to reimburse the corporation for the expense of previously litigated corporate crimes are economically detrimental and have no deterrent effect on future corporate wrongdoing. Criminal prosecutions of corporations are more desirable than ancillary indemnity actions against directors because it is the corporation that is ultimately responsible for its actions. Plaintiffs seeking additional recovery against individuals in the corporation should be limited to equitable remedies reforming corporate policy.

Remedies, Criminal liability of juristic persons, Juristic persons criminal liability, Indemnity against liability, Liability indemnity

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Beyond Aronson: recent Delaware cases on demand futility

Article Abstract:

Delaware courts, after the Delaware Supreme Court's 1984 decision in Aronson v. Lewis, have shown a new receptivity to plaintiffs' claims in demand futility cases and other shareholders' derivative actions. Demand futility was proven and demand on the board excused in cases such as Rales v. Blasband, Kahn v. Roberts, Yaw v. Talley, and Kahn v. Tremont Corp. These cases indicate a movement away from rulings routinely favoring corporations to a more equitable means of adjudicating shareholder's actions.

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Is statutory compliance the threshold to fair dealing?

Article Abstract:

The Delaware Court of Chancery voided the merger in Jackson v. Turnbull due to numerous violations of the state General Corporation Law, but such drastic actions are rarely needed. The decision may force corporations to strictly comply with Delaware statutory requirements in corporate mergers. However, most mergers will be upheld on equitable principles and decided in favor of the defendants.

Acquisitions and mergers, Case Note

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