LAW 633 Lecture Notes - Lecture 53: Adolf A. Berle, Gardiner Means, Bet Her
31 May 2020
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Duty of disclosure under state law: delaware articulated a duty of complete candor that borrowed the framework, sometimes verbatim, of the federal proxy fraud action. The role of shareholders in public corporations: berle -means corporation, theory created by two columbia professors - adolf berle and. Gardiner means: the large body of shareholders in public corporations had no real control over the enterprise. Further empowering of sh - beyond minor modifications to existing rules, would be a mistake - for shareholders: class notes, what is a corporation (different theories, 1. Berle-means corporation: corp. is currently the board and that is bad: 2. Nexus of contracts (contractarians): less fiduciary duties, we nailed the arrangement: 3. Corporation is a political product (functionalist/historical: 4. Team function: combination of teams, cede authority to board which serves as mediator: 5. Board centric (bainbridge): corp is the board and that is good: should the board be bound by strict fiduciary duties, 1.
