Enterprise Liability DoctrineUse this doctrine to disregard multiple incorporations of the same business under common ownershipThe doctrine pools together business assets to satisfy the liabilities of any partof the enterprise; the assets of individual owners or managers are not exposed Walkovsky v. CarltonoThe court accepted the enterprise liability theory since Carlton’s corporations, held out to the public as a single enterprise, were artificially separated into different corps oThe court rejected the argument that Carlton’s use of multiple corps or his min insurance coverage justified personal liabilityHostile takeover choicesProxy contestoThe suitor can appeal to the shareholders’ mind by soliciting their proxies to oust the incumbent board and install the suitor’s slate of directorsoThe suitor must convince shareholders that they will be better off under new managementTender offeroThe suitor can appeal to the shareholders’ wallets by seeking to buy a controlling block of shares at above market prices oThe suitor will publicly offer to buy shares at premium above market price on the condition that a sufficient number are submitted within a specified period Poison pillThe purpose of the plan is to force any bidder, before beginning a hostile takeover, to negotiate with the board – which holds the redemption antidote to the potentially devastating dilution if the rights are triggered and exercise
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- Fall '06
- Dividend, Corporation, Tender offer, apparent authority