Corporate and Securities Law

Does a board of direc­tors’ pow­er to direct a cor­po­ra­tion allow it to tie its own hands in the course of nego­ti­at­ing debt agree­ments? In this Con­tri­bu­tion, Caitlin Mil­lat (’18) ana­lyzes the prob­lem of dead-hand proxy puts under Delaware law, con­sid­er­ing whether these pro­vi­sions are ever allowed, and if they are, under what stan­dard of scruti­ny they should be reviewed. This con­tri­bu­tion argues that dead-hand proxy put pro­vi­sions should be eval­u­at­ed under the busi­ness judg­ment rule, not the Uno­cal enhanced scruti­ny standard.

Should a board of direc­tors of a par­ent com­pa­ny owe fidu­cia­ry duties not just to its share­hold­ers, but also to the share­hold­ers of com­pa­nies involved in lim­it­ed part­ner­ships with one of its sub­sidiaries? In this Con­tri­bu­tion, Natal­ie Noble (’18) dis­cuss­es the impli­ca­tions of In re USACafes, L.P. Lit­i­ga­tion, in which the Delaware Chancery Court held that the board of direc­tors of a cor­po­ra­tion engaged in a lim­it­ed part­ner­ship owe fidu­cia­ry duties to the lim­it­ed part­ner­ship and the lim­it­ed part­ners. This Con­tri­bu­tion argues that the USACafes doc­trine should be aban­doned because it dis­cour­ages free­dom of con­tract, dis­suades investors from financ­ing new enter­pris­es, and con­tra­venes bedrock doc­trines of cor­po­rate law.