Article by Celia R. Taylor
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.
About the Author
Celia R. Taylor. Professor, University of Denver College of Law. B.A. George Washington University; J.D. New York University College of Law; LL.M. Columbia University School of Law.
Citation
74 Tul. L. Rev. 561 (1999)