Publication Date
1-1-1999
Document Type
Article
Organizational Units
Sturm College of Law
Keywords
Mergers, Contracts, Business organization
Abstract
Mergers are rampant in the corporate world and are the subject of extensive analysis by courts and commentators. Current analysis of the merger process focuses on the role of corporate law rather than the role of contract law. By overlooking contract law, the prevalent analysis fails to reach a correct resolution of the inherent tension between contractual obligations arising from merger agreements and corporate fiduciary duties governing directors' behavior during the merger process. This Article proposes a superior resolution that properly recognizes and values contractual obligations while upholding corporate fiduciary obligations.
Publication Statement
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Originally published as Celia R. Taylor, “A Delicate Interplay”: Resolving the Contract/Corporate Law Tension in Mergers, 74 Tulane U. L.Rev. 561 (1999).
Recommended Citation
Celia R. Taylor, “A Delicate Interplay”: Resolving the Contract/Corporate Law Tension in Mergers, 74 Tulane U. L.Rev. 561 (1999).