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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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