Roger J Dennis

As a full time academic administrator my claims to subject matter expertise are much diminished. Nevertheless, Professor Norman Poser graciously asked for my comments on Professor Langevoort's wonderful Article on the epistemology of corporate and securities lawyering. Professor Langevoort's Article, which I have renamed "When Bad Things Happen to Relatively Good Companies," is a model of the best in contemporary legal scholarship. It begins with a sophisticated review of research from literature that is not often cited in legal scholarship, in particular focusing on the literature of management science (business psychology). Professor Langevoort utilizes this non-legal perspective to generate important insights about substantive law, legal education, and practical issues for corporate lawyers. The Article reminds us of the range of tasks that our graduates who will practice business law will face. It implies that our obligation is to provide a broad range of exposure to different kinds of learning experiences when training corporate practitioners. A principal lesson of the Article is that we are training our graduates to exercise judgment in the context of uncertainty, uncertainty as both law and facts. Moreover, we are training our graduates to practice in a profession that is experiencing ongoing dramatic restructuring. These changes raise questions about whether historic professional values such as lawyerly independence can be sustained. Because the Article is an archetype of the best in contemporary academic legal discourse, I will comment on its implications for legal scholarship, legal education, and the structure of the legal profession ...

Business enterprises incorporated in the US have to be registered under both state and federal securities laws. This simultaneous regulation can become problematic in cases involving fraud actions initiated under federal securities law and when corporate control is questioned under both state securities laws and Securities and Exchange Commission rules. The effect of federalism on corporate governance is discussed and important cases on overlapping state and federal laws affecting corporate regulation are analyzed.

I. INTRODUCTION Corporate America will remember the 1980s as a decade of guerilla warfare fueled by junk bonds and other financial innovations, as an era when even the largest corporate giants found themselves vulnerable to attack. The battles were fought in equal measure on the floors of the nation's securities exchanges and in the courtrooms of America, as raiders and targets alike cast about for any measure that would shift the balance of power between them. While the market determined the fiscal desirability of these new financial devices, the courts were constantly conscripted to adjudicate the legitimacy of the multitude of legal devices -- both the self-help and the legislative measures -- that became so central to the ongoing conflict. Not surprisingly given its major commercial centers and its Rust Belt location, the Seventh Circuit has been a frequent, important player in those courtroom skirmishes. This article explores five crucial Seventh Circuit takeover opinions: MITE Corp. v. Dixon; 1 Panter v. Marshall Field & Co.; 2 Dynamics Corp. of America v. CTS Corp. (CTS1); 3 Dynamics Corp. of America v. CTS Corp. (CTS II); 4 and Amanda Acquisition Corp. v. Universal Foods Corp. 5 As the earlier Seventh Circuit opinions demonstrate, the debate over the legitimacy of target management behavior was characterized at the outset of the 1980s by traditional constitutional and corporate doctrinal analysis. With the passage of time, however, the debate was dramatically refocused by an infusion of economic analysis. With Judges Easterbrook and Posner -- two leading ...

The Seventh Circuit has played a pivotal role in the development of the law of takeovers. Early in the decade the court adopted the position of permitting wide discretion to target managers to fashion self-help antitakeover defenses while at the same time striking down state legislative efforts to restrict takeovers. By the end of the decade, however, the court had virtually reversed these positions. In part, the changes reflect nothing more than the court's role as an intermediate court of appeals. But in larger part, the changes in the court's position reflect the doctrinal tumult in the area as a consequence of the impact of Law and Economic analysis on corporate law. The court's latest opinions, moreover, reflect the growing recognition that reconciling the various strains of Law and Economics is a difficult task.