This article reports results of an inquiry into the composition and policies of the leaders of the Chicago Bar Association. The leadership cadre was partitioned into three status groups on the basis of background characteristics and law school attended. Outside educational elites, dominating the board during the early 1950s, pursued policies that defended prestigious areas of legal work from other encroaching professionals and sought to constrain the plaintiff side of the personal injury bar. Local ethnic elites obtained a share of the leadership during the mid-1960s and transformed the judicial politics of the CBA to conform to local Democratic party objectives. At the center of the leadership cadre was a group of local aristocrats, well connected to major corporate and civic organizations, whose participation in the leadership roles fluctuated less dramatically than that of the other groups. A review of policies suggests that the local aristocrats were responsible to some extent for integrating the various specialized projects pursued by disparate segments of the Chicago bar. Detailed examination of the composition and policies of this local bar leads to the conclusion that associations of the legal profession are capable of accommodating diverse interests to an extent not previously measured or assessed.

When a bidding corporation succeeds in obtaining voting control of a target corporation through a hostile tender offer, many commentators argue that it is unfair to allow the bidder to exercise its voting power to set the price terms of a second-step takeout merger in which the bidder purchases the shares of the remaining target shareholders. This concern is inappropriate because it treats a unitary acquisition between adversaries as if it were two separate transactions–the second of which involves abuse of power by fiduciaries–and also because it assumes that shareholders of the target corporation are incapable of protecting themselves from the power of a successful bidder. Moreover, imposition of fiduciary rules may impose either prohibitive costs or absolute barriers to some takeovers, even if such transactions would be wealth producing. While there is a risk that some takeovers may exploit the “prisoner's dilemma” facing target shareholders threatened with an unattractive takeout threat, target shareholders are capable of responding to that threat with devices to coordinate their response. So-called “shark repellent” amendments that raise the proportion of votes required to approve second-step mergers or that limit the terms of such mergers can function as coordination devices to alleviate the prisoner's dilemma. Commentators' fears that such devices may unduly burden the market for corporate control appear to depend to a large extent on unfounded assumptions that all takeovers are wealth producing and that takeovers are never motivated by potential gains flowing from exploitation of the lack of coordination among target shareholders. However, empirical studies indicate that adoption of such coordination rules can benefit target shareholders and that it is unlikely that shareholders will approve voting rules so restrictive that they would preclude wealth-creating acquisitions. The usual notions of shareholder apathy are simply inapplicable to takeout mergers.

In this article, the author describes his experience as an active participant on a central review board designed to hear appeals by prisoners front adverse decisions made by local prison grievance and disciplinary boards. The invitation to serve as “citizen member” on this appellate board came to the author as a result of his earlier work on inmate grievance procedures, reported in a previous Journal article. The present article gives a close-up account of the types of inmates and inmate problems encountered while serving on such a board and of the difficult role conflicts that the board members face in trying to make decisions that are both fair and realistic. The article also gives a first-hand impression of the flavor of prison life.