The traditional test for evaluating whether a particular investment vehicle is covered under the securities law is in dire need of reform. Under the traditional test, coverage turns entirely on the private needs of private investors rather than on the public needs of the national securities...

In a Yale Law Journal article Jonathan R. Macey and Geoffrey P. Miller argue that Smith v. Van Gorkom, commonly referred to as the Trans Union case, should be considered as a takeover case rather than as a Business Judgment Rule Case. As it is currently construed, Smith is broadly applicable as...

The Unocal case is without question the most important Corporations case in the last generation. The Unocal standard has been central to every takeover case since the mid-1980s and is the basis for most of the significant Corporations cases today. The Life and Adventures of Unocal takes a wholly...