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Appraisal Rights
Appraisal rights, also called dissent rights or buy-out rights, among other variants, are the rights of shareholders to receive a court-supervised valuation of their shares when certain major changes, such as an acquisition of the company, are contemplated. Shareholders who do not support the transaction are entitled to receive the value of their shares in cash, as determined by the court. Appraisal rights are available in jurisdictions including Canada, the United Kingdom, and the United States. Canada The ''Canada Business Corporations Act'' (''CBCA'' and analogous provincial corporation statutes confer appraisal rights on minority shareholders when the following changes to the corporation are proposed: certain amendments to a company's articles of incorporation; an amalgamation, or merger; moving the corporation to another jurisdiction, which is called a "continuance"; selling all or almost all of the corporation's assets; and going private or squeeze-out transactions. Share ...
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Palgrave Macmillan
Palgrave Macmillan is a British academic and trade publishing company headquartered in the London Borough of Camden. Its programme includes textbooks, journals, monographs, professional and reference works in print and online. It maintains offices in London, New York, Shanghai, Melbourne, Sydney, Hong Kong, Delhi, and Johannesburg. Palgrave Macmillan was created in 2000 when St. Martin's Press in the US united with Macmillan Publishers in the UK to combine their worldwide academic publishing operations. The company was known simply as Palgrave until 2002, but has since been known as Palgrave Macmillan. It is a subsidiary of Springer Nature. Until 2015, it was part of the Macmillan Group and therefore wholly owned by the German publishing company Holtzbrinck Publishing Group (which still owns a controlling interest in Springer Nature). As part of Macmillan, it was headquartered at the Macmillan campus in Kings Cross London with other Macmillan companies including Pan Macmil ...
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Osgoode Hall Law Journal
The ''Osgoode Hall Law Journal'' () is a law review affiliated with Osgoode Hall Law School of York University, Toronto, Canada Toronto ( ; or ) is the capital city of the Canadian province of Ontario. With a recorded population of 2,794,356 in 2021, it is the most populous city in Canada and the fourth most populous city in North America. The city is the ancho .... It has been publishing continuously since 1958. References External links *{{official website, http://www.ohlj.ca/ Canadian law journals Publications established in 1958 English-language journals 1958 establishments in Ontario Osgoode Hall Law School ...
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Boston University Law Review
Boston University School of Law (Boston Law or BU Law) is the law school of Boston University, a Private university, private research university in Boston, Massachusetts. It is consistently ranked among the top law schools in the United States and considered an elite American graduate legal institution. Established in 1872, Boston University Law is the second-oldest law school in the state of Massachusetts, after Harvard University, and is the third-oldest law school in New England, after Harvard and Yale University. The school is an original charter member of the American Bar Association, and is the one of the oldest continuously operating law schools in the country. Approximately 630 students are enrolled in the full-time J.D. degree program (approximately 210 per class) and about 350 in the school's five LLM degree programs. Boston University Law was one of the first law schools in the country to admit students to study law regardless of race or gender. History The Boston Uni ...
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Iowa Law Review
The ''Iowa Law Review'' is a law review published five times annually by the University of Iowa College of Law. It was established in 1915 as the ''Iowa Law Bulletin''.About Us, ''Iowa Law Review'', http://www.uiowa.edu/~ilr/about.htm It is ranked 11th among 1550 journals indexed in the W&L ranking. The journal has been student-edited since 1935. History The ''Iowa Law Review'' has its origins in the ''Iowa Law Bulletin''. The original ''Bulletin'' series was published from 1891-1900 by faculty. The ''Bulletin'' was reinstated in 1915, edited by both faculty members and students. It changed its name to ''Iowa Law Review'' in 1925, indicating that the journal's focus would be on Iowa legal issues, but "occasionally an article of general scope ouldappear." Indeed, it has published on topics of national and international law. Projects In 1933, the ''Iowa Law Review'' became the first law review to publish a symposium (on administrative law), which was entitled "Administrative Law B ...
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Cardozo Law Review
The Benjamin N. Cardozo School of Law is the law school of Yeshiva University. Located in New York City and founded in 1976, the school is named for Supreme Court Justice Benjamin N. Cardozo. Cardozo graduated its first class in 1979. An LL.M. program was established in 1998. Cardozo is nondenominational and has a secular curriculum, in contrast to some of YU's undergraduate programs. Around 320 students begin the J.D. program per year, of whom about 57% are women. In addition, there are about 60-70 LL.M. students each year. Cardozo is ranked 52nd in the nation by '' U.S. News & World Report'' 2023. Academics Centers Cardozo is home to academic centers including the FAME Center for fashion, arts, media & entertainment; the Innocence Project; the Florsheimer Center for Constitutional Democracy; the Data Law Initiative; the Blockchain Project; Cardozo/Google Patent Diversity Project; the Cardozo Law Institute in Holocaust and Human Rights; and the Heyman Center on Corporate ...
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Consideration
Consideration is a concept of English common law and is a necessity for simple contracts but not for special contracts (contracts by deed). The concept has been adopted by other common law jurisdictions. The court in ''Currie v Misa'' declared consideration to be a “Right, Interest, Profit, Benefit, or Forbearance, Detriment, Loss, Responsibility”. Thus, consideration is a promise of something of value given by a promissor in exchange for something of value given by a promisee; and typically the thing of value is goods, money, or an act. Forbearance to act, such as an adult promising to refrain from smoking, is enforceable if one is thereby surrendering a legal right. Consideration may be thought of as the concept of value offered and accepted by people or organisations entering into contracts. Anything of value promised by one party to the other when making a contract can be treated as "consideration": for example, if A contracts to buy a car from B for $5,000, A's c ...
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Asset Purchase Agreement
An asset purchase agreement (APA) is an agreement between a buyer and a seller that finalizes terms and conditions related to the purchase and sale of a company's assets. It is important to note in an APA transaction, it is not necessary for the buyer to purchase all of the assets of the company. In fact, it is common for a buyer to exclude certain assets in an APA. Provisions of an APA may include payment of purchase price, monthly installments, liens and encumbrances on the assets, condition precedent for the closing, etc. An APA differs from a stock purchase agreement (SPA) under which company shares, title to assets, and title to liabilities are also sold. In an APA, the buyer must select specific assets and avoid redundant assets. These assets are itemized in a schedule to the APA. The buyer in a SPA is purchasing shares of the company. In this case, itemization is not necessary due to transfer of company's ownership occurs as is. The APA is the legal mechanism for executing a ...
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Delaware General Corporation Law
The Delaware General Corporation Law (Title 8, Chapter 1 of the Delaware Code) is the statute of the Delaware Code that governs corporate law in the U.S. state of Delaware. Adopted in 1899, the statute has since seen Delaware become the most important jurisdiction in United States corporate law. Delaware is considered a corporate haven because of its business-friendly corporate laws compared to most other U.S. states. Over half of publicly traded corporations listed in the New York Stock Exchange (including its owner, Intercontinental Exchange) and 66% of the ''Fortune'' 500, including Walmart, the world's largest company by revenue, are incorporated (and therefore have its domicile for service of process purposes) in the state. History Delaware acquired its status as a corporate haven in the early 20th century. Following the example of New Jersey, which enacted corporate-friendly laws at the end of the 19th century to attract businesses from New York, Delaware adopted on M ...
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Delaware
Delaware ( ) is a state in the Mid-Atlantic region of the United States, bordering Maryland to its south and west; Pennsylvania to its north; and New Jersey and the Atlantic Ocean to its east. The state takes its name from the adjacent Delaware Bay, in turn named after Thomas West, 3rd Baron De La Warr, an English nobleman and Virginia's first colonial governor. Delaware occupies the northeastern portion of the Delmarva Peninsula and some islands and territory within the Delaware River. It is the second-smallest and sixth-least populous state, but also the sixth-most densely populated. Delaware's largest city is Wilmington, while the state capital is Dover, the second-largest city in the state. The state is divided into three counties, having the lowest number of counties of any state; from north to south, they are New Castle County, Kent County, and Sussex County. While the southern two counties have historically been predominantly agricultural, New Castle is more ...
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Condition Precedent
A condition precedent is an event or state of affairs that is required before something else will occur. In contract law, a condition precedent is an event which must occur, unless its non-occurrence is excused, before performance under a contract becomes due, i.e., before any contractual duty exists.Restatement (Second) of Contracts § 224 In estate and trust law, it is a provision in a will or trust that prevents the vesting of a gift or bequest until something occurs or fails to occur, e.g. the attainment of a certain age or the predecease of another person. For comparison, a condition subsequent brings a duty to an end whereas a condition precedent initiates a duty. In computing, a while loop sets the truth of a statement as a condition precedent for the execution of a given subroutine or other code segment. By contrast, a do while loop provides for the action's ongoing execution unless a given condition is determined to be false, ''i.e.'', provides for that action's execution ...
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Stock Exchange
A stock exchange, securities exchange, or bourse is an exchange where stockbrokers and traders can buy and sell securities, such as shares of stock, bonds and other financial instruments. Stock exchanges may also provide facilities for the issue and redemption of such securities and instruments and capital events including the payment of income and dividends. Securities traded on a stock exchange include stock issued by listed companies, unit trusts, derivatives, pooled investment products and bonds. Stock exchanges often function as "continuous auction" markets with buyers and sellers consummating transactions via open outcry at a central location such as the floor of the exchange or by using an electronic trading platform. To be able to trade a security on a certain stock exchange, the security must be listed there. Usually, there is a central location for record keeping, but trade is increasingly less linked to a physical place as modern markets use electronic communic ...
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