Michigan Corporation Law & Practice, Revised Edition


Book Description

Michigan Corporation Law & Practice is the authoritative research tool covering all aspects of Michigan corporate law and practice. It provides clear, reliable guidance to the laws, legislative history, and major case holdings. This complete guide provides a thorough background to the Michigan Business Corporation Act, including discussion of the process by which the corporate entity is created, governed, and ultimately terminated. The text also discusses the closely related Michigan Limited Liability Company Act. The 2021 revision of Michigan Corporation Law & Practice edits and updates the previous edition. Many sections are reorganized for clarity and accessibility. The text includes expanded coverage of limited liability companies. The revised edition reflects: Court decisions applying Michigan law to corporations and limited liability companies relating to: Shareholder oppression. Fiduciary duty. Derivative actions. Director duties. Interested director transactions. Valuation. Delaware developments relevant to Michigan law: Permitted charter and bylaw provisions. Fiduciary duties of directors. Fiduciary duties of limited liability company managers. Inspection of books and records. Appraisal rights. Internal affairs doctrine. Note: Online subscriptions are for three-month periods.




The Holocaust, Corporations, and the Law


Book Description

The Holocaust, Corporations, and the Law explores the challenge posed by the Holocaust to legal and political thought by examining issues raised by the restitution class action suits brought against Swiss banks and German corporations before American federal courts in the 1990s. Although the suits were settled for unprecedented amounts of money, the defendants did not formally assume any legal responsibility. Thus, the lawsuits were bitterly criticized by lawyers for betraying justice and by historians for distorting history. Leora Bilsky argues class action litigation and settlement offer a mode of accountability well suited to addressing the bureaucratic nature of business involvement in atrocities. Prior to these lawsuits, legal treatment of the Holocaust was dominated by criminal law and its individualistic assumptions, consistently failing to relate to the structural aspects of Nazi crimes. Engaging critically with contemporary debates about corporate responsibility for human rights violations and assumptions about “law,” she argues for the need to design processes that make multinational corporations accountable, and examines the implications for transitional justice, the relationship between law and history, and for community and representation in a post-national world. Her novel interpretation of the restitution lawsuits not only adds an important dimension to the study of Holocaust trials, but also makes an innovative contribution to broader and pressing contemporary legal and political debates. In an era when corporations are ever more powerful and international, Bilsky’s arguments will attract attention beyond those interested in the Holocaust and its long shadow.




Michigan Court Rules


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Corporations and American Democracy


Book Description

Recent U.S. Supreme Court decisions in Citizens United and other high-profile cases have sparked passionate disagreement about the proper role of corporations in American democracy. Partisans on both sides have made bold claims, often with little basis in historical facts. Bringing together leading scholars of history, law, and political science, Corporations and American Democracy provides the historical and intellectual grounding necessary to put today’s corporate policy debates in proper context. From the nation’s founding to the present, Americans have regarded corporations with ambivalence—embracing their potential to revolutionize economic life and yet remaining wary of their capacity to undermine democratic institutions. Although corporations were originally created to give businesses and other associations special legal rights and privileges, historically they were denied many of the constitutional protections afforded flesh-and-blood citizens. This comprehensive volume covers a range of topics, including the origins of corporations in English and American law, the historical shift from special charters to general incorporation, the increased variety of corporations that this shift made possible, and the roots of modern corporate regulation in the Progressive Era and New Deal. It also covers the evolution of judicial views of corporate rights, particularly since corporations have become the form of choice for an increasing variety of nonbusiness organizations, including political advocacy groups. Ironically, in today’s global economy the decline of large, vertically integrated corporations—the type of corporation that past reform movements fought so hard to regulate—poses some of the newest challenges to effective government oversight of the economy.







Humans Are Underrated


Book Description

As technology races ahead, what will people do better than computers? What hope will there be for us when computers can drive cars better than humans, predict Supreme Court decisions better than legal experts, identify faces, scurry helpfully around offices and factories, even perform some surgeries, all faster, more reliably, and less expensively than people? It’s easy to imagine a nightmare scenario in which computers simply take over most of the tasks that people now get paid to do. While we’ll still need high-level decision makers and computer developers, those tasks won’t keep most working-age people employed or allow their living standard to rise. The unavoidable question—will millions of people lose out, unable to best the machine?—is increasingly dominating business, education, economics, and policy. The bestselling author of Talent Is Overrated explains how the skills the economy values are changing in historic ways. The abilities that will prove most essential to our success are no longer the technical, classroom-taught left-brain skills that economic advances have demanded from workers in the past. Instead, our greatest advantage lies in what we humans are most powerfully driven to do for and with one another, arising from our deepest, most essentially human abilities—empathy, creativity, social sensitivity, storytelling, humor, building relationships, and expressing ourselves with greater power than logic can ever achieve. This is how we create durable value that is not easily replicated by technology—because we’re hardwired to want it from humans. These high-value skills create tremendous competitive advantage—more devoted customers, stronger cultures, breakthrough ideas, and more effective teams. And while many of us regard these abilities as innate traits—“he’s a real people person,” “she’s naturally creative”—it turns out they can all be developed. They’re already being developed in a range of far-sighted organizations, such as: • the Cleveland Clinic, which emphasizes empathy training of doctors and all employees to improve patient outcomes and lower medical costs; • the U.S. Army, which has revolutionized its training to focus on human interaction, leading to stronger teams and greater success in real-world missions; • Stanford Business School, which has overhauled its curriculum to teach interpersonal skills through human-to-human experiences. As technology advances, we shouldn’t focus on beating computers at what they do—we’ll lose that contest. Instead, we must develop our most essential human abilities and teach our kids to value not just technology but also the richness of interpersonal experience. They will be the most valuable people in our world because of it. Colvin proves that to a far greater degree than most of us ever imagined, we already have what it takes to be great.




Closely Held Corporations


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Corporate Environmentalism and Public Policy


Book Description

This is the first book to provide a hard-headed economic view of the voluntary approaches to environmental issues, especially toxic chemicals, waste disposal and global warming, that have become prominent in recent years. Corporate environmental initiatives are seen as a tool for influencing the behaviour of environmental activists, legislators, and regulators, though they may have ancillary benefits such as attracting 'green' consumers or reducing costs. Equally, government voluntary programs are seen as a way to achieve modest environmental results when political resistance to mandatory policies is high. Rigorous analysis is illustrated with numerous case studies drawn from the US, Europe, and Japan, while technical details are relegated to appendices, and each chapter highlights implications for corporate strategy and public policy. Although rooted in economic theory, this book will appeal to business strategists and policy practitioners, as well as scholars and researchers.







We the Corporations: How American Businesses Won Their Civil Rights


Book Description

National Book Award for Nonfiction Finalist National Book Critics Circle Award for Nonfiction Finalist A New York Times Notable Book of the Year A Washington Post Notable Book of the Year A PBS “Now Read This” Book Club Selection Named one of the Best Books of the Year by the Economist and the Boston Globe A landmark exposé and “deeply engaging legal history” of one of the most successful, yet least known, civil rights movements in American history (Washington Post). In a revelatory work praised as “excellent and timely” (New York Times Book Review, front page), Adam Winkler, author of Gunfight, once again makes sense of our fraught constitutional history in this incisive portrait of how American businesses seized political power, won “equal rights,” and transformed the Constitution to serve big business. Uncovering the deep roots of Citizens United, he repositions that controversial 2010 Supreme Court decision as the capstone of a centuries-old battle for corporate personhood. “Tackling a topic that ought to be at the heart of political debate” (Economist), Winkler surveys more than four hundred years of diverse cases—and the contributions of such legendary legal figures as Daniel Webster, Roger Taney, Lewis Powell, and even Thurgood Marshall—to reveal that “the history of corporate rights is replete with ironies” (Wall Street Journal). We the Corporations is an uncompromising work of history to be read for years to come.