Delaware, the most influential state in corporate America, routinely invokes an unconstitutional statute, Section 3114, to assert personal jurisdiction over virtually every non-resident director and officer. The Supreme Court's June 2011 decision in J. McIntyre Machinery, Ltd. v. Nicastro...

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...

This article is a chapter in a research handbook on stockholder litigation to be published in early 2017. It details the methods by which the Delaware Court of Chancery asserts personal jurisdiction over directors and officers of Delaware corporations. The article begins with a brief background...

Nearly all observers of the current law school crisis treat legal education as a unique discipline. In their view, legal education as a whole, and individual law schools, have nothing to learn from outsiders that would be useful in reacting to, or thriving in the face of, the radical changes in...

This article discusses the problem of the lack of liquidity as an aspect of the 1987 stock market crash and the reforms adopted in the wake of the crash to address the problem. The author advocates a comprehensive revision of the securities market through the National Market System to effect...