61 Geo. Wash. L. Rev. 14 (1992-1993)
Beyond Shareholders: Interpreting Corporate Constituency Statutes

handle is hein.journals/gwlr61 and id is 22 raw text is: Beyond Shareholders: Interpreting
Corporate Constituency Statutes
Eric W. Orts*
Table of Contents
Introduction  ................................................   16
I. The Conception and Birth of Corporate Constituency
Statutes ............................ 20
A. Theoretical Conception ............................     20
B.  Antitakeover Birth  .................................  23
II. Legislative Variations on the Corporate Constituency ..    26
III. The Scope and Importance of Constituency Statutes ...      31
A. Constituency Statutes in Court .....................    32
B. The Context of Hostile Takeovers .................      35
1. The Decline (and Return?) of Hostile Takeovers      35
2. The Statutory Layers of State Antitakeover
Cakes   .... ...................................  37
C. Broader Importance: Corporate Interests, the Duty
of Care, and the Business Judgment Rule ..........     40
1. Ordinary Business Decisions and the Corporate
Constituency  ...................................   41
* Nelson Peltz Term Assistant Professor of Legal Studies, The Wharton School,
University of Pennsylvania. Bernie Black, Jack Coffee, Tom Dunfee, Harvey
Goldschmid, BruceJohnsen, Marleen O'Connor, Richard Shell, and Bill Tyson provided
helpful comments and discussion on early drafts of this Article. Wayne Johnson and
Daniel Walther provided excellent research assistance, and Natalia Bragilevskaya pro-
vided secretarial support. Of course, the views expressed and any errors are mine. This
Article was written in partial fulfillment of the requirements for theJ.S.D. degree in the
Faculty of Law, Columbia University.
November 1992 Vol. 61 No. 1

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