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Full-Text Articles in Business Law, Public Responsibility, and Ethics
The Shifting Tides Of Merger Litigation, Matthew D. Cain, Jill E. Fisch, Steven Davidoff Solomon, Randall S. Thomas
The Shifting Tides Of Merger Litigation, Matthew D. Cain, Jill E. Fisch, Steven Davidoff Solomon, Randall S. Thomas
All Faculty Scholarship
In 2015, Delaware made several important changes to its laws concerning merger litigation. These changes, which were made in response to a perception that levels of merger litigation were too high and that a substantial proportion of merger cases were not providing value, raised the bar, making it more difficult for plaintiffs to win a lawsuit challenging a merger and more difficult for plaintiffs’ counsel to collect a fee award.
We study what has happened in the courts in response to these changes. We find that the initial effect of the changes has been to decrease the volume of merger …
Governance By Contract: The Implications For Corporate Bylaws, Jill E. Fisch
Governance By Contract: The Implications For Corporate Bylaws, Jill E. Fisch
All Faculty Scholarship
Boards and shareholders are increasing using charter and bylaw provisions to customize their corporate governance. Recent examples include forum selection bylaws, majority voting bylaws and advance notice bylaws. Relying on the contractual conception of the corporation, Delaware courts have accorded substantial deference to board-adopted bylaw provisions, even those that limit shareholder rights.
This Article challenges the rationale for deference under the contractual approach. With respect to corporate bylaws, the Article demonstrates that shareholder power to adopt and amend the bylaws is, under Delaware law, more limited than the board’s power to do so. As a result, shareholders cannot effectively constrain …
Corporate Outsourcing To Take Advantage Of Cheap Labor In Developing Countries, Cecily Schenimann
Corporate Outsourcing To Take Advantage Of Cheap Labor In Developing Countries, Cecily Schenimann
Senior Honors Theses
Corporate outsourcing is a common practice for many large corporations, and a primary reason that corporations outsource is financial: production in other countries, especially those that are developing is significantly less expensive. There are various reasons corporations use outsourcing and this choice often results in subpar and unhealthy labor conditions for those individuals working in developing countries. Reviews of China, Bangladesh, and El Salvador reveal that operations in developing countries often result in harmful working atmospheres. A call for increased corporate responsibility and accountability for corporations who choose to take their manufacturing and production elsewhere, but specifically to developing nations, …