Chancellor Allen's jurisprudence and the theory of corporate law

Article Abstract:

Delaware Court of Chancery Chancellor William T. Allen's decisions are influential corporate law decisions yet do not reconcile the tension between shareholders' rights and directors' powers. An analysis of Allen's key decisions shows that he initially sought to legitimize the American corporate system by preferring shareholder voting and control rights over corporate management's powers, but later favored directors' rights in handling corporate takeovers. His decisions also show his inability to decide whether the need for investment stability should surpass the need for legal predictability.

Interpretation and construction, Officials and employees, Corporation law, Delaware. Court of Chancery

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Chancellor Allen, the business judgment rule, and the shareholders' right to decide

Article Abstract:

Delaware Court of Chancery Chancellor William T. Allen's decisions clarify applicable standards of corporate director liability under the business judgment rule when handling hostile takeovers. Allen's decisions help establish the limits of directors' management powers and business decisions when such powers and decisions infringe on shareholders' ability to control corporate affairs through voting. Key corporate takeover and bid decisions authored by Allen are surveyed, along with his jurisprudence regarding duties owed by majority shareholders to minority shareholders in leveraged buyouts.

Business judgment rule

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Blasius and the democratic paradigm in corporate law

Article Abstract:

Delaware Court of Chancery Chancellor William T. Allen's decision in Blasius Industries, Inc. v. Atlas Corp. supports the proposition that shareholders' rights take precedence over directors' rights in deciding corporate action because corporations are democratic institutions. The Blasius opinion limited the protection available to directors under the business judgment rule for subsequently harmful business decisions accomplished by undermining shareholders' voting powers. Blasius elevates the role of shareholders and stresses that the rights and powers of directors are delegated ones.

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