Monday, August 5, 2013
Like any other kid growing up in the 70s, I was convinced that there was a prehistoric beast swimming around in Loch Ness. Why not?! In any event, Peter Ladig reminds us of Nessie's appearance in the corporate law - or lack of appearance - by way of a reference to the mythical creature in Chancellor Allen's opinion in Steiner v Meyerson:
The waste theory represents a theoretical exception... very rarely encountered in the world of real transactions. There surely are cases of fraud; of unfair self-dealing and, much more rarely negligence. But rarest of all-and indeed, like Nessie, possibly non-existent-would be the case of disinterested business people making...
Notice how the Chancellor hedges on the existence of Nessie. In any event, I've seen way too many exams where students go to waste theories first even though I tell them it should be last. Maybe a reminder to the Nessie analogy will be helpful.