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Uber, Jeffrey S. Harrison, Bryant Holden, Kelli Mckenna, Scott Mcquiddy, Alex Wiles

Robins Case Network

Uber focuses primarily on the ride-hailing industry, which puts the company in direct competition with regular taxis. The company is like a lot of tech-driven, fast growing entrepreneurial firms in that it still struggles for profitability. Also, the popularity of this new form of transportation has put the company and its close competitors, such as Lyft, in the spotlight of government lawmakers and regulators. If they classify Uber drivers as employees rather than independent contractors, it could dramatically alter the Uber business model. This case is written in the aftermath of the ouster of one of the company’s co-founders as …

Callon Petroleum's Bid For Carrizo Oil, Woodrow D. Richardson, John Marsh

Business Faculty Research

Since the fall of the price of oil in 2015, there had been significant consolidation among unconventional oil and gas producers in Texas, so initially few were shocked when in July of 2019 directors of Callon Petroleum and Carrizo Oil & Gas announced agreement on a $3.2 billion merger. However, 9.5% of Callon Petroleum was owned by Paulson & Co., a Wall Street hedge fund that strongly disagreed with the deal. Directors had cited numerous advantages, like administrative consolidation, but the hedge fund had alleged the benefits were constructed to justify management bonuses and buy-outs. Furthermore, Paulson & Co. asserted …

Shareholder Collaboration, Jill E. Fisch, Simone M. Sepe

All Faculty Scholarship

Two models of the firm dominate corporate law. Under the management-power model, decision-making power rests primarily with corporate insiders (officers and directors). The competing shareholder-power model defends increased shareholder power to limit managerial authority. Both models view insiders and shareholders as engaged in a competitive struggle for corporate power in which corporate law functions to promote operational efficiency while limiting managerial agency costs. As scholars and judges continue to debate the appropriate balance of power between shareholders and insiders, corporate practice has moved on. Increasingly, the insider–shareholder dynamic is collaborative, not competitive.

This Article traces the development of insider–shareholder collaboration, …

Corporate Law And The Myth Of Efficient Market Control, William W. Bratton, Simone Sepe

All Faculty Scholarship

In recent times, there has been an unprecedented shift in power from managers to shareholders, a shift that realizes the long-held theoretical aspiration of market control of the corporation. This Article subjects the market control paradigm to comprehensive economic examination and finds it wanting.

The market control paradigm relies on a narrow economic model that focuses on one problem only, management agency costs. With the rise of shareholder power, we need a wider lens that also takes in market prices, investor incentives, and information asymmetries. General equilibrium theory (GE) provides that lens. Several lessons follow from reference to this higher-order …