Apparently, these business combination laws were a big deal in the late
1980s and early 1990s, because most of the sources in Subject Compilations
of State Laws come from that period. Here are several sources:
Hostile Battles for Corporate Control 1990. New York: Practising Law
Institute, 1990. 2 vols. (Corporate Law and Practice, Course Handbook
Series Nos. 679 and 680)
Vol. 1: Pp. 444-74. Essay. Cites to codes. Covers fair price laws (p.
444), control share acquisition laws (pp. 449-50), business combination laws
(pp. 450-67), cash-out laws (p. 468), shareholder rights plan validation laws
(pp. 469-71), and laws permitting directors to consider the interests of
nonshareholder constituencies (pp. 473-74). Prepared by Harvey L. Pitt,
Stephen I. Glover, Scott A. Williams, Ronald R. Ross, Robert E. Wilder,
David L. Fenimore, John V. O'Hanlon, Jeffrey M. Robbins, and Nancy L. Sindell.
Vol. 2: Pp. 140-57. Essay. Cites to codes. Covers control share
acquisition laws (pp. 140-41), fair price laws (pp. 142-43), cash-out laws (p. 143),
business combination laws (p. 147), and laws permitting directors to
consider the interests of nonshareholder constituencies (pp. 156-57). Prepared by
R. Franklin Balotti and Michael J. Feinstein.
Matheson, John H. & Olson, Brent A. "Shareholder Rights and Legislative Wrongs:
Toward Balanced Takeover Legislation." 59 George Washington Law Review 1425-1569
(1991).
Pp. 1519-69, "Appendix, Summary of State Antitakeover Legislation."
Chart, tables, summaries, and some full text. Cites to codes. Covers laws on
business combinations, control share acquisitions, directors' duties, fair price,
shareholder rights plan endorsements, anti-greenmail, disclosure, and parachutes.
Sroufe, Evelyn & Gelband, Catherine. "Business Combination Statutes: A
`Meaningful Opportunity' for Success?? 45 Business Lawyer 891-921 (1990).
Pp. 892-93, fns. 4 and 5. Citations only. Cites to session laws and
codes. Covers the twenty-four states that have control share laws (fn. 4) and
the twenty-six states that have business combination laws (fn. 5).
Fleischer, Arthur, Jr.; Sussman, Alexander R. & Lesser, Henry. Takeover Defense.
4th ed. Englewood Cliffs, NJ: Prentice Hall Law & Business, 1990. 3 vols.
Looseleaf.
Vol. 2: Pp. 1154-56, fns. 7, 9, and 12. Citations only. Cites to
bills, session laws, and codes. Covers the twenty-four states that have business
combination laws.
Cheryl Nyberg
Compiler, Subject Compilations of State Laws
Reference Librarian
Gallagher Law Library
University of Washington
Seattle, WA 98105
On Thu, 3 Oct 2002 egreenfield@pitneyhardin.com wrote:
> Hello - We seek a book or article that presents a state-by-state survey of
> provisions of the Shareholder Protection Act, sometimes known as the
> Business Combination Act. We're particularly intersted in the laws of NY,
> NJ, DE and RI. I've tried Indexmaster, with no success.
>
> If such an item exists, we'll welcome all recommendations -- thank you very
> much.
>
> -Beth Greenfield--
> Elizabeth A. Greenfield, J.D., M.L.I.S.
> Reference Librarian
> Pitney Hardin Kipp & Szuch LLP
> 200 Campus Drive
> Florham Park, NJ 07932
>
> Voice 973 966 8223
> Fax 973 966 1550
> Email egreenfield@pitneyhardin.com
>
>
>
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